<PAGE>

EXHIBIT 10.1

                              COMPOSITE COPY (INCORPORATING THE FIRST AMENDMENT,
                                 DATED AS OF MAY 29, 2003, THE SECOND AMENDMENT,
                                    DATED AS OF SEPTEMBER 24, 2003 AND THE THIRD
                                       AMENDMENT, DATED AS OF NOVEMBER 21, 2003)

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

                                CREDIT AGREEMENT

                                      among

                           DHM HOLDING COMPANY, INC.,

                            DOLE FOOD COMPANY, INC.,

                                 SOLVEST, LTD.,

                          VARIOUS LENDING INSTITUTIONS,

                        DEUTSCHE BANK AG NEW YORK BRANCH,
                            as Administrative Agent,

                         BANC OF AMERICA SECURITIES LLC,

                                       and

                            THE BANK OF NOVA SCOTIA,
                            as Co-Syndication Agents,

                                       and

                               FLEET NATIONAL BANK
                              and SOCIETE GENERALE,
                           as Co-Documentation Agents

                           Dated as of March 28, 2003

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

                         DEUTSCHE BANK SECURITIES INC.,
                         BANC OF AMERICA SECURITIES LLC
                                       and
                            THE BANK OF NOVA SCOTIA,

                    as Joint Lead Arrangers and Book Runners

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

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                        Page
                                                                                                        ----
<S>                                                                                                     <C>
SECTION 1.  Amount and Terms of Credit.............................................................        1
   1.01     Commitments............................................................................        1
   1.02     Minimum Borrowing Amounts, etc.........................................................       12
   1.03     Notice of Borrowing....................................................................       12
   1.04     Disbursement of Funds..................................................................       14
   1.05     Notes..................................................................................       15
   1.06     Conversions............................................................................       21
   1.07     Pro Rata Borrowings....................................................................       22
   1.08     Interest...............................................................................       22
   1.09     Interest Periods.......................................................................       24
   1.10     Increased Costs; Illegality; etc.......................................................       26
   1.11     Compensation...........................................................................       29
   1.12     Change of Lending Office...............................................................       29
   1.13     Replacement of Lenders.................................................................       30
   1.14     Special Provisions Applicable to Lenders Upon the Occurrence of a Sharing Event........       32
   1.15     Incremental Term Loan Commitments......................................................       38
   1.16     Incremental Multicurrency Facility Revolving Loan Commitments..........................       41
   1.17     Incremental Dollar Facility Revolving Loan Commitments.................................       42

SECTION 2A. Letters of Credit......................................................................       44
2A.01 Letters of Credit.............................................................................      44
2A.02 Minimum Stated Amount.........................................................................      47
2A.03 Letter of Credit Requests.....................................................................      47
2A.04 Letter of Credit Participations...............................................................      48
2A.05 Agreement to Repay Letter of Credit Drawings..................................................      51
2A.06 Increased Costs...............................................................................      53

SECTION 2B. Bank Guaranties.........................................................................      54
2B.01 Bank Guaranties...............................................................................      54
2B.02 Minimum Face Amount...........................................................................      56
2B.03 Bank Guaranty Requests........................................................................      56
2B.04 Bank Guaranty Participations..................................................................      57
2B.05 Agreement to Repay Bank Guaranty Payments.....................................................      60
2B.06 Increased Costs...............................................................................      62
2B.07 Cash Collateralization........................................................................      62

SECTION 3.  Fees; Commitments.......................................................................      63
  3.01      Fees....................................................................................      63
  3.02      Voluntary Termination or Reduction of Revolving Loan Commitments and
                 Adjustments of Multicurrency Facility Revolving Loan Commitments...................      67
  3.03      Mandatory Reduction of Commitments......................................................      69
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                                                                                                       <C>
SECTION 4.  Prepayments; Repayments; Taxes..........................................................      70
  4.01      Voluntary Prepayments...................................................................      70
  4.02      Mandatory Repayments and Commitment Reductions..........................................      72
  4.03      Method and Place of Payment.............................................................      79
  4.04      Net Payments............................................................................      80

SECTION 5.  Conditions Precedent to Credit Events on the Initial Borrowing Date.....................      82
  5.01      Execution of Agreement; Notes...........................................................      82
  5.02      Officer's Certificate...................................................................      82
  5.03      Opinions of Counsel.....................................................................      82
  5.04      Company Documents; Proceedings..........................................................      83
  5.05      Adverse Change, etc.....................................................................      84
  5.06      Litigation..............................................................................      84
  5.07      Approvals...............................................................................      84
  5.08      Consummation of the Acquisition, etc....................................................      84
  5.09      Common Equity Financing; etc............................................................      85
  5.10      Amendments to Existing Senior Notes Documents, etc......................................      86
  5.11      Initial Refinancing.....................................................................      86
  5.12      Aggregate Funds Needed to Effect Transaction............................................      88
  5.13      Outstanding Indebtedness and Preferred Equity...........................................      88
  5.14      Subsidiaries Guaranties; Intercompany Subordination Agreement; Capital Call
                 Agreement..........................................................................      88
  5.15      Pledge Agreements.......................................................................      89
  5.16      U.S. Security Agreement.................................................................      90
  5.17      Foreign Security Agreements.............................................................      91
  5.18      Mortgages; Title Insurance; Surveys; etc................................................      92
  5.19      Employee Benefit Plans; Shareholders' Agreements; Management Agreements;
                 Collective Bargaining Agreements; Existing Indebtedness Agreements; Tax
                 Allocation Agreements..............................................................      93
  5.20      Solvency Certificate; Solvency Opinion; Insurance Certificates; etc.....................      94
  5.21      Financial Statements; Pro Forma Financial Statements; Projections.......................      95
  5.22      Payment of Fees.........................................................................      96
  5.23      Consent Letter..........................................................................      96

SECTION 6A. Special Condition Precedent to Incurrence of Revolving Loans and Swingline
                  Loans.............................................................................      96
6A.01 Limitation on Cash on Hand....................................................................      96

SECTION 6B. Conditions Precedent to All Credit Events...............................................      96
 6B.01            No Default; Representations and Warranties........................................      96
 6B.02            Notice of Borrowing; Letter of Credit Request; etc................................      97
 6B.03            Incremental Term Loans............................................................      97

SECTION 7.  Representations and Warranties..........................................................      98
  7.01      Company Status..........................................................................      98
</TABLE>
                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                                      <C>
  7.02      Company Power and Authority.............................................................      98
  7.03      No Violation............................................................................      98
  7.04      Litigation..............................................................................      99
  7.05      Use of Proceeds; Margin Regulations.....................................................      99
  7.06      Governmental Approvals..................................................................     100
  7.07      Investment Company Act..................................................................     100
  7.08      Public Utility Holding Company Act......................................................     100
  7.09      True and Complete Disclosure............................................................     100
  7.10      Financial Condition; Financial Statements...............................................     101
  7.11      Security Interests......................................................................     102
  7.12      Compliance with ERISA...................................................................     102
  7.13      Capitalization..........................................................................     104
  7.14      Subsidiaries............................................................................     104
  7.15      Intellectual Property, etc..............................................................     105
  7.16      Compliance with Statutes; Agreements, etc...............................................     105
  7.17      Environmental Matters...................................................................     105
  7.18      Properties..............................................................................     106
  7.19      Labor Relations.........................................................................     106
  7.20      Tax Returns and Payments................................................................     107
  7.21      Scheduled Existing Indebtedness.........................................................     107
  7.22      Insurance...............................................................................     107
  7.23      Representations and Warranties in Other Documents.......................................     108
  7.24      Transaction.............................................................................     108
  7.25      Special Purpose Corporations............................................................     108
  7.26      Subordination...........................................................................     109

SECTION 8.  Affirmative Covenants...................................................................     109
  8.01      Information Covenants...................................................................     109
  8.02      Books, Records and Inspections..........................................................     114
  8.03      Insurance...............................................................................     115
  8.04      Payment of Taxes........................................................................     115
  8.05      Existence; Franchises...................................................................     116
  8.06      Compliance with Statutes; etc...........................................................     116
  8.07      Compliance with Environmental Laws......................................................     116
  8.08      ERISA...................................................................................     117
  8.09      Good Repair.............................................................................     118
  8.10      End of Fiscal Years; Fiscal Quarters....................................................     119
  8.11      Additional Security. Additional Guaranties; Actions with Respect to
                 Non-Guarantor Subsidiaries; Further Assurances.....................................     119
  8.12      Foreign Subsidiaries Security...........................................................     124
  8.13      Use of Proceeds.........................................................................     125
  8.14      Ownership of Subsidiaries...............................................................     125
  8.15      Permitted Acquisitions..................................................................     125
  8.16      Maintenance of Company Separateness.....................................................     128
  8.17      [Intentionally deleted].................................................................     128
  8.18      Performance of Obligations..............................................................     128
  8.19      Conduct of Business.....................................................................     128
</TABLE>
                                      -iii-

<PAGE>

<TABLE>
<S>                                                                                                      <C>
  8.20      Contributions; Payments.................................................................     130
  8.21      Post-Closing Refinancing................................................................     130
  8.22      [Intentionally deleted].................................................................     130
  8.23      Margin Stock............................................................................     130
  8.24      Special Provisions Regarding Special Colombian Put Notes................................     130
  8.25      U.S. Mortgage Amendments; Foreign Security Document Amendments..........................     131

SECTION 9.  Negative Covenants......................................................................     132
  9.01      Changes in Business; etc................................................................     132
  9.02      Consolidation; Merger; Sale or Purchase of Assets; etc..................................     135
  9.03      Liens...................................................................................     139
  9.04      Indebtedness............................................................................     142
  9.05      Advances; Investments; Loans............................................................     145
  9.06      Restricted Payments; etc................................................................     151
  9.07      Transactions with Affiliates............................................................     153
  9.08      Consolidated Interest Coverage Ratio....................................................     153
  9.09      Consolidated Fixed Charge Coverage Ratio................................................     154
  9.10      Leverage Ratio..........................................................................     154
  9.11      Minimum Consolidated EBITDA.............................................................     155
  9.12      Capital Expenditures....................................................................     156
  9.13      Bank Debt Leverage Ratio................................................................     157
  9.14      Limitation on Voluntary Payments and Modifications of Indebtedness; Modifications
                 of Certificate of Incorporation, By-Laws and Certain Other Agreements;
                 Issuances of Capital Stock; etc....................................................     158
  9.15      Limitation on Issuance of Equity Interests..............................................     160
  9.16      Limitation on Certain Restrictions on Subsidiaries......................................     161
  9.17      Limitation on the Creation of Subsidiaries and Joint Ventures...........................     161
  9.18      Special Restrictions Relating to Principal Property.....................................     163

SECTION 10. Events of Default.......................................................................     163
  10.01     Payments................................................................................     163
  10.02     Representations, etc....................................................................     163
  10.03     Covenants...............................................................................     164
  10.04     Default Under Other Agreements..........................................................     164
  10.05     Bankruptcy, etc.........................................................................     164
  10.06     ERISA...................................................................................     164
  10.07     Security Documents......................................................................     165
  10.08     Guaranties..............................................................................     166
  10.09     Judgments...............................................................................     166
  10.10     Ownership...............................................................................     166
  10.11     Capital Call Agreement..................................................................     166
  10.12     Denial of Liability.....................................................................     167
  10.13     Governmental Action.....................................................................     167
  10.14     Special Defaults Relating to Bermuda Entities...........................................     167
</TABLE>

                                      -iv-
<PAGE>

<TABLE>
<S>                                                                                                      <C>
SECTION 11. Definitions.............................................................................     168

SECTION 12. The Agents..............................................................................     236
  12.01     Appointment.............................................................................     236
  12.02     Nature of Duties........................................................................     237
  12.03     Certain Rights of the Agents............................................................     238
  12.04     Reliance by Agents......................................................................     238
  12.05     Notice of Default, etc..................................................................     238
  12.06     Nonreliance on Agents and Other Lenders.................................................     238
  12.07     Indemnification.........................................................................     239
  12.08     Agents in their Individual Capacities...................................................     239
  12.09     Holders.................................................................................     240
  12.10     Resignation of the Agents...............................................................     240
  12.11     Collateral Matters......................................................................     241
  12.12     Delivery of Information.................................................................     242
  12.13     Special Appointment of Collateral Agent.................................................     242
  12.14     Special Provisions Relating to Canadian Security Documents..............................     243

SECTION 13. Miscellaneous...........................................................................     243
  13.01     Payment of Expenses, etc................................................................     243
  13.02     Right of Setoff.........................................................................     245
  13.03     Notices.................................................................................     246
  13.04     Benefit of Agreement....................................................................     246
  13.05     No Waiver; Remedies Cumulative..........................................................     249
  13.06     Payments Pro Rata.......................................................................     249
  13.07     Calculations; Computations..............................................................     250
  13.08     Governing Law; Submission to Jurisdiction; Venue........................................     250
  13.09     Counterparts............................................................................     251
  13.10     Effectiveness...........................................................................     251
  13.11     Headings Descriptive....................................................................     252
  13.12     Amendment or Waiver; etc................................................................     252
  13.13     Survival................................................................................     254
  13.14     Domicile of Loans and Commitments.......................................................     255
  13.15     Confidentiality.........................................................................     255
  13.16     Waiver of Jury Trial....................................................................     256
  13.17     Register................................................................................     256
  13.18     English Language........................................................................     257
  13.19     Post Closing Actions....................................................................     257
  13.20     Special Provisions Regarding Pledges of Equity Interests in, and Promissory
                 Notes Owed by, Persons Not Organized in Qualified Jurisdictions....................     258
  13.21     Powers of Attorney; etc.................................................................     259
  13.22     Waiver of Sovereign Immunity............................................................     259
  13.23     Judgment Currency.......................................................................     260
  13.24     Special Acknowledgments.................................................................     260
</TABLE>

                                       -v-
<PAGE>

<TABLE>
<S>                                                                                                      <C>
SECTION 14. Holdings Guaranty.......................................................................     261
  14.01     The Guaranty............................................................................     261
  14.02     Bankruptcy..............................................................................     261
  14.03     Nature of Liability.....................................................................     261
  14.04     Independent Obligation..................................................................     262
  14.05     Authorization...........................................................................     262
  14.06     Reliance................................................................................     263
  14.07     Subordination...........................................................................     263
  14.08     Waiver..................................................................................     264
  14.09     Payments................................................................................     266

SECTION 15. U.S. Borrower's Guaranty................................................................     266
  15.01     The U.S. Borrower's Guaranty............................................................     266
  15.02     Bankruptcy..............................................................................     266
  15.03     Nature of Liability.....................................................................     267
  15.04     Independent Obligation..................................................................     267
  15.05     Authorization...........................................................................     267
  15.06     Reliance................................................................................     268
  15.07     Subordination...........................................................................     268
  15.08     Waiver..................................................................................     269
  15.09     Payments................................................................................     271
</TABLE>

SCHEDULE I        List of Lenders and Commitments
SCHEDULE II       Lender Addresses
SCHEDULE III      Real Properties
SCHEDULE IV       Scheduled Existing Indebtedness
SCHEDULE V        Pension Plans
SCHEDULE VI       Existing Investments
SCHEDULE VII      Subsidiaries
SCHEDULE VIII     Insurance
SCHEDULE IX       Existing Liens
SCHEDULE X        Capitalization
SCHEDULE XI       Existing Letters of Credit; Existing Bank Guaranties
SCHEDULE XII      Group Structure Chart
SCHEDULE XIII     Certain Security Documents, etc.
SCHEDULE XIV      Post-Closing Matters
SCHEDULE XV       Non-Guarantor Subsidiaries; Excluded Foreign Subsidiaries
SCHEDULE XVI      Transactions with Affiliates
SCHEDULE XVII     Principal Properties
SCHEDULE XVIII    Tax Matters
SCHEDULE XIX      Governmental Approvals
SCHEDULE XX       Initial Qualified Jurisdictions
SCHEDULE XXI      Foreign Security Document Amendments

EXHIBIT A-1 -     Form of Notice of Borrowing

                                      -vi-
<PAGE>

EXHIBIT A-2  -    Notice of Conversion/Continuation
EXHIBIT B-1  -    Form of Tranche A Term Note
EXHIBIT B-2  -    Form of Tranche B Term Note
EXHIBIT B-3A -    Form of U.S. Borrower Multicurrency Facility Revolving Note
EXHIBIT B-3B -    Form of Bermuda Borrower Multicurrency Facility Revolving Note
EXHIBIT B-4  -    Form of U.S. Borrower Dollar Facility Revolving Note
EXHIBIT B-5  -    Form of Bermuda Borrower Dollar Facility Revolving Note
EXHIBIT B-6A -    Form of U.S. Borrower Multicurrency Facility Swingline Note
EXHIBIT B-6B -    Form of Bermuda Borrower Multicurrency Facility Swingline Note
EXHIBIT B-7  -    Form of U.S. Borrower Dollar Facility Swingline Note
EXHIBIT B-8  -    Form of Bermuda Borrower Dollar Facility Swingline Note
EXHIBIT B-9       Form of Tranche C Term Note
EXHIBIT B-10      Form of Incremental Term Note
EXHIBIT C-1  -    Form of Letter of Credit Request
EXHIBIT C-2  -    Form of Bank Guaranty Request
EXHIBIT D    -    Form of Section 4.04(b)(ii) Certificate
EXHIBIT E-1  -    Form of Opinion of Paul, Hastings, Janofsky & Walker LLP
EXHIBIT E-2  -    Form of Opinion of Appleby, Spurling & Kempe
EXHIBIT F    -    Form of Officers' Certificate
EXHIBIT G-1  -    Form of U.S. Subsidiaries Guaranty
EXHIBIT G-2  -    Form of Foreign Subsidiaries Guaranty
EXHIBIT H    -    Form of U.S. Pledge Agreement
EXHIBIT I    -    Form of U.S. Security Agreement
EXHIBIT J-1  -    Form of Solvency Certificate
EXHIBIT J-2  -    Form of Solvency Opinion
EXHIBIT K    -    Form of Assignment and Assumption Agreement
EXHIBIT L    -    Form of Intercompany Note
EXHIBIT M    -    Form of Shareholder Subordinated Note
EXHIBIT N    -    Form of Form of Special Colombian Put Notes
EXHIBIT O    -    Form of Consent Letter
EXHIBIT P    -    Form of Intercompany Subordination Agreement
EXHIBIT Q    -    Form of Capital Call Agreement
EXHIBIT R    -    Form of Incremental Term Loan Agreement
EXHIBIT S    -    Form of Incremental Multicurrency Facility Revolving Loan
                  Commitment Agreement
EXHIBIT T    -    Form of Incremental Dollar Facility Revolving Loan Commitment
                  Agreement

                                     -vii-

<PAGE>

                  CREDIT AGREEMENT, dated as of March 28, 2003, among DHM
HOLDING COMPANY, INC., a Delaware corporation ("Holdings"), DOLE FOOD COMPANY,
INC., a Delaware corporation (the "U.S. Borrower"), SOLVEST, LTD., a corporation
organized under the laws of Bermuda (the "Bermuda Borrower" and, together with
the U.S. Borrower, the "Borrowers"), the Lenders from time to time party hereto,
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the
"Administrative Agent"), BANC OF AMERICA SECURITIES LLC and THE BANK OF NOVA
SCOTIA, as Co-Syndication Agents (in such capacity, each, a "Co-Syndication
Agent" and, collectively, the "Co-Syndication Agents"), FLEET NATIONAL BANK and
SOCIETE GENERALE, as Co-Documentation Agents (in such capacity, each, a
"Co-Documentation Agent" and, collectively, the "Co-Documentation Agents") and
DEUTSCHE BANK SECURITIES INC., BANC OF AMERICA SECURITIES LLC and THE BANK OF
NOVA SCOTIA, as Joint Lead Arrangers and Book Runners (in such capacity, each a
"Joint Lead Arranger" and, collectively, the "Joint Lead Arrangers"). Unless
otherwise defined herein, all capitalized terms used herein and defined in
Section 11 are used herein as so defined.

                              W I T N E S S E T H:

                  WHEREAS, subject to and upon the terms and conditions herein
set forth, the Lenders are willing to make available to the Borrowers on a
several (but not joint) basis the credit facilities provided for herein;

                  NOW, THEREFORE, IT IS AGREED:

                  SECTION 1. Amount and Terms of Credit.

                  1.01 Commitments.

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

                  (i)      shall be incurred by the U.S. Borrower pursuant to a
         single drawing on the Initial Borrowing Date for the purposes described
         in Section 7.05(a);

                  (ii)     shall be denominated in Dollars;

                  (iii)    except as hereafter provided, shall, at the option of
         the U.S. Borrower, be incurred and maintained as, and/or converted
         into, Base Rate Loans or Eurodollar Loans, provided that (A) except as
         otherwise specifically provided in Section 1.10(b), all Tranche A Term
         Loans made as part of the same Borrowing shall at all times consist of
         Tranche A Term Loans of the same Type and (B) unless the Administrative
         Agent has determined that the Syndication Date has occurred (at which
         time this clause (B) shall no longer be applicable), no more than three
         Borrowings of Tranche A Term Loans to be maintained as Eurodollar Loans
         may be incurred prior to the 90th day after the Initial Borrowing Date
         (or, if later, the last day of the Interest Period applicable to the
         third Borrowing of Eurodollar Loans referred to below), each of which
         Borrowings of

<PAGE>

         Eurodollar Loans may only have an Interest Period of one month, and the
         first of which Borrowings may be made no earlier than the third
         Business Day, and no later than the fifth Business Day, after the
         Initial Borrowing Date, the second of which Borrowings may only be made
         on the last day of the Interest Period of the first such Borrowing and
         the third of which Borrowings may only be made on the last day of the
         Interest Period of the second such Borrowing; and

                  (iv)     shall be made by each Lender in that initial
         aggregate principal amount as is equal to the Tranche A Term Loan
         Commitment of such Lender on the Initial Borrowing Date (before giving
         effect to the termination thereof on such date pursuant to Section
         3.03(b)).

Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed.

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

                  (i)      shall be incurred by the Bermuda Borrower pursuant to
         a single drawing on the Initial Borrowing Date for the purposes
         described in Section 7.05(a);

                  (ii)     shall be denominated in Dollars;

                  (iii)    except as hereafter provided, shall, at the option of
         the Bermuda Borrower, be incurred and maintained as, and/or converted
         into, Base Rate Loans or Eurodollar Loans, provided that (A) except as
         otherwise specifically provided in Section 1.10(b), all Tranche B Term
         Loans made as part of the same Borrowing shall at all times consist of
         Tranche B Term Loans of the same Type and (B) unless the Administrative
         Agent has determined that the Syndication Date has occurred (at which
         time this clause (B) shall no longer be applicable), no more than three
         Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans
         may be incurred prior to the 90th day after the Initial Borrowing Date
         (or, if later, the last day of the Interest Period applicable to the
         third Borrowing of Eurodollar Loans referred to below), each of which
         Borrowings of Eurodollar Loans may only have an Interest Period of one
         month, and the first of which Borrowings may only be made on the same
         date as the initial Borrowing of Tranche A Term Loans that are
         maintained as Eurodollar Loans, the second of which Borrowings may only
         be made on the last day of the Interest Period of the first such
         Borrowing and the third of which Borrowings may only be made on the
         last day of the Interest Period of the second such Borrowing; and

                  (iv)     shall be made by each Lender in that initial
         aggregate principal amount as is equal to the Tranche B Term Loan
         Commitment of such Lender on the Initial Borrowing Date (before giving
         effect to the termination thereof on such date pursuant to Section
         3.03(c)).

Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.

                                      -2-
<PAGE>

                  (c)      Multicurrency Facility Revolving Loans. Subject to
and upon the terms and conditions set forth herein (including, on and after the
occurrence of the first Incremental Multicurrency Facility RL Commitment Date,
Section 1.16), each Multicurrency Facility RL Lender severally agrees to make,
at any time and from time to time on or after the Initial Borrowing Date and
prior to the Revolving Loan Maturity Date, (I) a revolving loan or revolving
loans to the U.S. Borrower (each, a "U.S. Borrower Multicurrency Facility
Revolving Loan" and, collectively, the "U.S. Borrower Multicurrency Facility
Revolving Loans") and (II) a revolving loan or revolving loans to the Bermuda
Borrower (each, a "Bermuda Borrower Multicurrency Facility Revolving Loan" and,
collectively, the "Bermuda Borrower Multicurrency Facility Revolving Loans" and
with the revolving loans made to the U.S. Borrower or the Bermuda Borrower
pursuant to this Section 1.01(c) being each called a "Multicurrency Facility
Revolving Loan"), which Multicurrency Facility Revolving Loans:

                  (i)      shall (subject to Section 1.14) be made and
         maintained in the respective Available Currency elected by the U.S.
         Borrower or the Bermuda Borrower, as the case may be;

                  (ii)     except as hereafter provided, shall, at the option of
         the U.S. Borrower or the Bermuda Borrower, be incurred and maintained
         as, and/or converted into, one or more Borrowings of Base Rate Loans,
         Eurodollar Loans or Euro Denominated Revolving Loans, provided that (A)
         except as otherwise specifically provided in Section 1.10(b), all
         Multicurrency Facility Revolving Loans made as part of the same
         Borrowing shall at all times consist of Multicurrency Facility
         Revolving Loans of the same Type, and (B) unless the Administrative
         Agent has determined that the Syndication Date has occurred (at which
         time this clause (B) shall no longer be applicable), (1) no more than
         three Borrowings of Multicurrency Facility Revolving Loans to be
         maintained as Eurodollar Loans may be incurred prior to the 90th day
         after the Initial Borrowing Date (or, if later, the last day of the
         Interest Period applicable to the third Borrowing of Eurodollar Loans
         referred to below), each of which Borrowings of Eurodollar Loans may
         only have an Interest Period of one month, and the first of which
         Borrowings may only be made on the same date as the initial Borrowing
         of Tranche A Term Loans that are maintained as Eurodollar Loans, the
         second of which Borrowings may only be made on the last day of the
         Interest Period of the first such Borrowing and the third of which
         Borrowings may only be made on the last day of the Interest Period of
         the second such Borrowing and (2) all Borrowings of Euro Denominated
         Revolving Loans shall have Interest Periods of one week;

                  (iii)    may be repaid and reborrowed in accordance with the
         provisions hereof;

                  (iv)     shall not be made (and shall not be required to be
         made) by any Multicurrency Facility RL Lender in any instance where the
         incurrence thereof (after giving effect to the use of the proceeds
         thereof on the date of the incurrence thereof to repay any amounts
         theretofore outstanding pursuant to this Agreement) would cause the
         Individual Multicurrency Facility RL Exposure of such Multicurrency
         Facility RL Lender to exceed the amount of its Multicurrency Facility
         Revolving Loan Commitment at such time;

                                      -3-
<PAGE>

                  (v)      shall not be made (and shall not be required to be
         made) by any Multicurrency Facility RL Lender if the making of same
         would cause the Aggregate Multicurrency Facility RL Exposure (after
         giving effect to the use of the proceeds thereof on the date of the
         incurrence thereof to repay any amounts theretofore outstanding
         pursuant to this Agreement) to exceed the Total Multicurrency Facility
         Revolving Loan Commitment as then in effect; and

                  (vi)     in the case of any Borrowing of U.S. Borrower
         Multicurrency Facility Revolving Loans, shall not be made (and shall
         not be required to be made) by any Multicurrency Facility RL Lender if
         the making of same would cause the Aggregate U.S. Borrower
         Multicurrency Facility RL Exposure (after giving effect to the use of
         the proceeds thereof on the date of the incurrence thereof to repay any
         amounts theretofore outstanding pursuant to this Agreement) to exceed
         50% of the Total Multicurrency Facility Revolving Loan Commitment as
         then in effect;

provided, that each Multicurrency Facility Revolving Loan made to the Bermuda
Borrower prior to the First Amendment Effective Date, and outstanding on the
First Amendment Effective Date, shall be deemed to be a Bermuda Borrower
Multicurrency Facility Revolving Loan for all purposes of this Agreement and the
other Credit Documents following the First Amendment Effective Date. The Bermuda
Borrower shall have no liability with respect to any U.S. Borrower Multicurrency
Facility Revolving Loans which may be extended to, and which shall constitute
obligations of, the U.S. Borrower.

                  (d)      Dollar Facility Revolving Loans. Subject to and upon
the terms and conditions set forth herein (including, on and after the
occurrence of the first Incremental Dollar Facility RL Commitment Date, Section
1.17), each Dollar Facility RL Lender severally agrees to make, at any time and
from time to time on or after the Initial Borrowing Date and prior to the
Revolving Loan Maturity Date, (I) a revolving loan or revolving loans to the
U.S. Borrower (each, a "U.S. Borrower Dollar Facility Revolving Loan" and,
collectively, the "U.S. Borrower Dollar Facility Revolving Loans") and (II) a
revolving loan or revolving loans to the Bermuda Borrower (each, a "Bermuda
Borrower Dollar Facility Revolving Loan" and, collectively, the "Bermuda
Borrower Dollar Facility Revolving Loans" and with the revolving loans made to
the U.S. Borrower or the Bermuda Borrower pursuant to this Section 1.01(d) being
each called a "Dollar Facility Revolving Loan" and, collectively, the "Dollar
Facility Revolving Loans" and, together with the Multicurrency Facility
Revolving Loans, the "Revolving Loans"), which Dollar Facility Revolving Loans:

                  (i)      shall be made and maintained in Dollars;

                  (ii)     except as hereafter provided, shall, at the option of
         the U.S. Borrower or the Bermuda Borrower, be incurred and maintained
         as, and/or converted into, one or more Borrowings of Base Rate Loans or
         Eurodollar Loans, provided that (A) except as otherwise specifically
         provided in Section 1.10(b), all Dollar Facility Revolving Loans made
         as part of the same Borrowing shall at all times consist of Dollar
         Facility Revolving Loans of the same Type, and (B) unless the
         Administrative Agent has determined that the Syndication Date has
         occurred (at which time this clause (B) shall no longer be applicable),
         no more than three Borrowings of Dollar Facility Revolving Loans to be

                                      -4-
<PAGE>

         maintained as Eurodollar Loans may be incurred prior to the 90th day
         after the Initial Borrowing Date (or, if later, the last day of the
         Interest Period applicable to the third Borrowing of Eurodollar Loans
         referred to below), each of which Borrowings of Eurodollar Loans may
         only have an Interest Period of one month, and the first of which
         Borrowings may only be made on the same date as the initial Borrowing
         of Tranche A Term Loans that are maintained as Eurodollar Loans, the
         second of which Borrowings may only be made on the last day of the
         Interest Period of the first such Borrowing and the third of which
         Borrowings may only be made on the last day of the Interest Period of
         the second such Borrowing;

                  (iii)    may be repaid and reborrowed in accordance with the
         provisions hereof;

                  (iv)     shall not be made (and shall not be required to be
         made) by any Dollar Facility RL Lender in any instance where the
         incurrence thereof (after giving effect to the use of the proceeds
         thereof on the date of the incurrence thereof to repay any amounts
         theretofore outstanding pursuant to this Agreement) would cause the
         Individual Dollar Facility RL Exposure of such Dollar Facility RL
         Lender to exceed the amount of its Dollar Facility Revolving Loan
         Commitment at such time;

                  (v)      shall not be made (and shall not be required to be
         made) by any Dollar Facility RL Lender if the making of same would
         cause the Aggregate Dollar Facility RL Exposure (after giving effect to
         the use of the proceeds thereof on the date of the incurrence thereof
         to repay any amounts theretofore outstanding pursuant to this
         Agreement) to exceed the Total Dollar Facility Revolving Loan
         Commitment as then in effect; and

                  (vi)     in the case of any Borrowing of Bermuda Borrower
         Dollar Facility Revolving Loans, shall not be made (and shall not be
         required to be made) by any Dollar Facility RL Lender if the making of
         same would cause the Aggregate Bermuda Borrower Dollar Facility RL
         Exposure (after giving effect to the use of the proceeds thereof on the
         date of the incurrence thereof to repay any amounts theretofore
         outstanding pursuant to this Agreement) to exceed 50% of the Total
         Dollar Facility Revolving Loan Commitment as then in effect.

The Bermuda Borrower shall have no liability with respect to any U.S. Borrower
Dollar Facility Revolving Loans which may be extended to, and which shall
constitute obligations of, the U.S. Borrower.

                  (e)      Multicurrency Facility Swingline Loans. Subject to
and upon the terms and conditions set forth herein, the Swingline Lender agrees
to make, at any time and from time to time on or after the Initial Borrowing
Date and prior to the Swingline Expiry Date, (I) a revolving loan or revolving
loans to the U.S. Borrower (each, a "U.S. Borrower Multicurrency Facility
Swingline Loan" and, collectively, the "U.S. Borrower Multicurrency Facility
Swingline Loans") and (II) a revolving loan or revolving loans to the Bermuda
Borrower (each, a "Bermuda Borrower Multicurrency Facility Swingline Loan" and,
collectively, the "Bermuda Borrower Multicurrency Facility Swingline Loans" and
with the revolving loans made to the U.S. Borrower or the Bermuda Borrower
pursuant to this Section 1.01(e) being each called a "Multicurrency Facility
Swingline Loan"), which Multicurrency Facility Swingline Loans:

                                      -5-
<PAGE>

                  (i)      shall (subject to Section 1.14) be made and
         maintained in the respective Available Currency elected by the U.S.
         Borrower or the Bermuda Borrower, as the case may be;

                  (ii)     shall be made and maintained as Base Rate Loans or
         Euro Denominated Swingline Loans;

                  (iii)    may be repaid and reborrowed in accordance with the
         provisions hereof;

                  (iv)     shall not be made (and shall not be required to be
         made) if the making of same would cause the Aggregate Multicurrency
         Facility RL Exposure (after giving effect to the use of the proceeds
         thereof on the date of the incurrence thereof to repay any amounts
         theretofore outstanding pursuant to this Agreement) to exceed the Total
         Multicurrency Facility Revolving Loan Commitment at such time;

                  (v)      shall not exceed in aggregate principal amount at any
         time outstanding (taking the Dollar Equivalents of all amounts in
         Euros), when added to the aggregate principal amount of Dollar Facility
         Swingline Loans then outstanding, the Maximum Swingline Amount; and

                  (vi)     in the case of any Borrowing of U.S. Borrower
         Multicurrency Facility Swingline Loans, shall not be made (and shall
         not be required to be made) if the making of same would cause the
         Aggregate U.S. Borrower Multicurrency Facility RL Exposure (after
         giving effect to the use of the proceeds thereof on the date of the
         incurrence thereof to repay any amounts theretofore outstanding
         pursuant to this Agreement) to exceed 50% of the Total Multicurrency
         Facility Revolving Loan Commitment as then in effect;

provided, that each Multicurrency Facility Swingline Loan made to the Bermuda
Borrower prior to the First Amendment Effective Date, and outstanding on the
First Amendment Effective Date, shall be deemed to be a Bermuda Borrower
Multicurrency Facility Swingline Loan for all purposes of this Agreement and the
other Credit Documents following the First Amendment Effective Date.
Notwithstanding anything to the contrary contained in this Section 1.01(e), (x)
the Swingline Lender shall not be obligated to make any Multicurrency Facility
Swingline Loans at a time when a Lender Default exists with respect to any
Multicurrency Facility RL Lender unless the Swingline Lender has entered into
arrangements satisfactory to it to eliminate the Swingline Lender's risk with
respect to the Defaulting Lender's or Defaulting Lenders' refunding obligations
(through the requirement that Mandatory Multicurrency Facility RL Borrowings be
made from time to time) in respect of such Multicurrency Facility Swingline
Loans, including by cash collateralizing (in the relevant currency or
currencies) such Defaulting Lender's or Defaulting Lenders' Multicurrency
Facility RL Percentages of the outstanding Multicurrency Facility Swingline
Loans and (y) the Swingline Lender shall not make any Multicurrency Facility
Swingline Loan after it has received written notice from any Credit Agreement
Party, the Required Lenders stating that a Default or an Event of Default exists
and is continuing until such time as the Swingline Lender shall have received
written notice (A) of rescission of all such notices from the party or parties
originally delivering such notice or notices or (B) of the waiver of such
Default or Event of Default by the Required Lenders. The Bermuda Borrower shall
have no liability with respect to any U.S. Borrower Multicurrency Facility

                                      -6-
<PAGE>

Swingline Loans which may be extended to, and shall constitute obligations of,
the U.S. Borrower.

                  (f)      Dollar Facility Swingline Loans. Subject to and upon
the terms and conditions set forth herein, the Swingline Lender agrees to make,
at any time and from time to time on or after the Initial Borrowing Date and
prior to the Swingline Expiry Date, (I) a revolving loan or revolving loans to
the U.S. Borrower (each, a "U.S. Borrower Dollar Facility Swingline Loan" and,
collectively, the "U.S. Borrower Dollar Facility Swingline Loans") and (II) a
revolving loan or revolving loans to the Bermuda Borrower (each, a "Bermuda
Borrower Dollar Facility Swingline Loan" and, collectively, the "Bermuda
Borrower Dollar Facility Swingline Loans" and with the revolving loans made to
the U.S. Borrower or the Bermuda Borrower pursuant to this Section 1.01(f) being
each called a "Dollar Facility Swingline Loan" and, collectively, the "Dollar
Facility Swingline Loans" and, together with Multicurrency Facility Swingline
Loans, the "Swingline Loans"), which Dollar Facility Swingline Loans:

                  (i)      shall be made and maintained in Dollars;

                  (ii)     shall be made and maintained as Base Rate Loans;

                  (iii)    may be repaid and reborrowed in accordance with the
         provisions hereof;

                  (iv)     shall not be made (and shall not be required to be
         made) if the making of same would cause the Aggregate Dollar Facility
         RL Exposure (after giving effect to the use of the proceeds thereof on
         the date of the incurrence thereof to repay any amounts theretofore
         outstanding pursuant to this Agreement) to exceed the Total Dollar
         Facility Revolving Loan Commitment as then in effect;

                  (v)      shall not exceed in aggregate principal amount at any
         time outstanding, when added to the aggregate principal amount of
         Multicurrency Facility Swingline Loans then outstanding (taking the
         Dollar Equivalents of all amounts in Euros), the Maximum Swingline
         Amount; and

                  (vi)     in the case of any Borrowing of Bermuda Borrower
         Dollar Facility Swingline Loans, shall not be made (and shall not be
         required to be made) if the making of same would cause the Aggregate
         Bermuda Borrower Dollar Facility RL Exposure (after giving effect to
         the use of the proceeds thereof on the date of the incurrence thereof
         to repay any amounts theretofore outstanding pursuant to this
         Agreement) to exceed 50% of the Total Dollar Facility Revolving Loan
         Commitment as then in effect.

Notwithstanding anything to the contrary contained in this Section 1.01(f), (x)
the Swingline Lender shall not be obligated to make any Dollar Facility
Swingline Loans at a time when a Lender Default exists with respect to any
Dollar Facility RL Lender unless the Swingline Lender has entered into
arrangements satisfactory to it to eliminate the Swingline Lender's risk with
respect to the Defaulting Lender's or Defaulting Lenders' refunding obligations
(through the requirement that Mandatory Dollar Facility RL Borrowings be made
from time to time) in respect of such Dollar Facility Swingline Loans, including
by cash collateralizing such Defaulting Lender's or Defaulting Lenders' Dollar
Facility RL Percentages of the outstanding Dollar Facility Swingline Loans and
(y) the Swingline Lender shall not make any Dollar Facility

                                      -7-
<PAGE>

Swingline Loan after it has received written notice from any Credit Agreement
Party, the Required Lenders stating that a Default or an Event of Default exists
and is continuing until such time as the Swingline Lender shall have received
written notice (A) of rescission of all such notices from the party or parties
originally delivering such notice or notices or (B) of the waiver of such
Default or Event of Default by the Required Lenders. The Bermuda Borrower shall
have no liability with respect to any U.S. Borrower Dollar Facility Swingline
Loans which may be extended to, and shall constitute obligations of, the U.S.
Borrower.

                  (g)      Refunding of Multicurrency Facility Swingline Loans.
On any Business Day, the Swingline Lender may, in its sole discretion, give
notice to the Multicurrency Facility RL Lenders that the outstanding U.S.
Borrower Multicurrency Facility Swingline Loans or Bermuda Borrower
Multicurrency Facility Swingline Loans in a given Available Currency shall be
funded with a Borrowing of U.S. Borrower Multicurrency Facility Revolving Loans
or Bermuda Borrower Multicurrency Facility Revolving Loans, as the case may be,
in such Available Currency (provided that (x) such notice shall be deemed to
have been automatically given upon the occurrence of a Default or an Event of
Default under Section 10.05 or upon the exercise of any of the remedies provided
in the last paragraph of Section 10 and (y) if a Sharing Event shall have
occurred, all such Multicurrency Facility Swingline Loans shall be denominated
in Dollars in accordance with the provisions of Section 1.14, and refunded
through a Mandatory Multicurrency Facility RL Borrowing denominated in Dollars
as provided below), in which case a Borrowing of U.S. Borrower Multicurrency
Facility Revolving Loans or Bermuda Borrower Multicurrency Facility Revolving
Loans, as the case may be, denominated in the respective Available Currency
(subject to the provisions of clause (y) of the immediately preceding
parenthetical sentence) (each such Borrowing, a "Mandatory Multicurrency
Facility RL Borrowing") shall be made on the third succeeding Business Day by
all Multicurrency Facility RL Lenders pro rata based on each such Multicurrency
Facility RL Lender's Multicurrency Facility RL Percentage and the proceeds
thereof shall be applied directly to the Swingline Lender to repay the Swingline
Lender for such outstanding Multicurrency Facility Swingline Loans. Each
Multicurrency Facility RL Lender hereby irrevocably agrees to make U.S. Borrower
Multicurrency Facility Revolving Loans (in the case of a refunding of U.S.
Borrower Multicurrency Facility Swingline Loans) and Bermuda Borrower
Multicurrency Facility Revolving Loans (in the case of a refunding of Bermuda
Borrower Multicurrency Facility Swingline Loans) in the relevant Available
Currency upon three Business Days' notice pursuant to each Mandatory
Multicurrency Facility RL Borrowing in the amount and in the manner specified in
the preceding sentence and on the date specified in writing by the Swingline
Lender notwithstanding (i) that the amount of the Mandatory Multicurrency
Facility RL Borrowing may not comply with the minimum amount for Borrowings
otherwise required hereunder, (ii) whether any conditions specified in Sections
6A and 6B are then satisfied, (iii) whether a Default or an Event of Default
then exists, (iv) the date of such Mandatory Multicurrency Facility RL
Borrowing, (v) the amount of the Total Multicurrency Facility Revolving Loan
Commitment at such time and (vi) the amount of the Multicurrency Facility
Revolving Loan Commitment of such Multicurrency Facility RL Lender at such time.
In the event that any Mandatory Multicurrency Facility RL Borrowing cannot for
any reason be made on the date otherwise required above (including, without
limitation, as a result of the commencement of a proceeding under any
bankruptcy, reorganization, dissolution, insolvency, receivership,
administration or liquidation or similar law with respect to either Borrower),
then each Multicurrency Facility RL Lender hereby agrees that it shall forthwith
purchase (as of the date the Mandatory

                                      -8-
<PAGE>

Multicurrency Facility RL Borrowing would otherwise have occurred, but adjusted
for any payments received from either Borrower on or after such date and prior
to such purchase) from the Swingline Lender such participations in such
outstanding Multicurrency Facility Swingline Loans as shall be necessary to
cause such Multicurrency Facility RL Lenders to share in such Multicurrency
Facility Swingline Loans ratably based upon their respective Multicurrency
Facility RL Percentages, provided that (x) all interest payable on the
Multicurrency Facility Swingline Loans shall be for the account of the Swingline
Lender until the date as of which the respective participation is required to be
purchased and, to the extent attributable to the purchased participation, shall
be payable to the participant from and after such date and (y) at the time any
purchase of participations pursuant to this sentence is actually made, the
purchasing Multicurrency Facility RL Lender shall be required to pay the
Swingline Lender interest on the principal amount of the participation purchased
for each day from and including the day upon which the Mandatory Multicurrency
Facility RL Borrowing would otherwise have occurred to but excluding the date of
payment for such participation, at the rate otherwise applicable to
Multicurrency Facility Revolving Loans made in the relevant Available Currency.
Notwithstanding anything to the contrary contained above in this Section
1.01(g), upon the occurrence of a Sharing Event, all outstanding Multicurrency
Facility Swingline Loans shall, as provided in Section 1.14, be automatically
converted into U.S. Dollar denominated Multicurrency Facility Swingline Loans
and, to the extent the respective Mandatory Multicurrency Facility RL Borrowing
has not already occurred in respect of such Multicurrency Facility Swingline
Loans, a Mandatory Multicurrency Facility RL Borrowing shall be effected with
respect thereto in accordance with the provisions of this Section 1.01(g).

                  (h)      Refunding of Dollar Facility Swingline Loans. On any
Business Day, the Swingline Lender may, in its sole discretion, give notice to
the Dollar Facility RL Lenders that the outstanding U.S. Borrower Dollar
Facility Swingline Loans or Bermuda Borrower Dollar Facility Swingline Loans
shall be funded with a Borrowing of U.S. Borrower Dollar Facility Revolving
Loans or Bermuda Borrower Dollar Facility Revolving Loans, as the case may be,
in Dollars (provided that such notice shall be deemed to have been automatically
given upon the occurrence of a Default or an Event of Default under Section
10.05 or upon the exercise of any of the remedies provided in the last paragraph
of Section 10), in which case a Borrowing of U.S. Borrower Dollar Facility
Revolving Loans or Bermuda Borrower Dollar Facility Revolving Loans, as the case
may be (each such Borrowing, a "Mandatory Dollar Facility RL Borrowing") shall
be made on the third succeeding Business Day by all Dollar Facility RL Lenders
pro rata based on each such Dollar Facility RL Lender's Dollar Facility RL
Percentage and the proceeds thereof shall be applied directly to the Swingline
Lender to repay the Swingline Lender for such outstanding Dollar Facility
Swingline Loans. Each Dollar Facility RL Lender hereby irrevocably agrees to
make U.S. Borrower Dollar Facility Revolving Loans (in the case of a refunding
of U.S. Borrower Dollar Facility Swingline Loans) and Bermuda Borrower Dollar
Facility Revolving Loans (in the case of a refunding of Bermuda Borrower Dollar
Facility Swingline Loans) upon one Business Day's notice pursuant to each
Mandatory Dollar Facility RL Borrowing in the amount and in the manner specified
in the preceding sentence and on the date specified in writing by the Swingline
Lender notwithstanding (i) that the amount of the Mandatory Dollar Facility RL
Borrowing may not comply with the minimum amount for Borrowings otherwise
required hereunder, (ii) whether any conditions specified in Sections 6A and 6B
are then satisfied, (iii) whether a Default or an Event of Default then exists,
(iv) the date of such Mandatory Dollar Facility RL Borrowing, (v) the amount of
the Total Dollar Facility Revolving Loan

                                      -9-
<PAGE>

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

                  (i)      Tranche C Term Loans. (A) Subject to and upon the
terms and conditions set forth herein, (i) each Consenting Tranche B Term Lender
severally agrees to convert (the "Tranche B Term Loan Conversion"), on the Third
Amendment Effective Date, all Tranche B Term Loans of such Consenting Tranche B
Term Lender outstanding on the Third Amendment Effective Date (immediately prior
to giving effect thereto) into new term loans hereunder owing by the Bermuda
Borrower (each such term loan, a "Converted Tranche C Term Loan" and,
collectively, the "Converted Tranche C Term Loans") and (ii) each Lender with a
Tranche C Term Loan Commitment severally agrees to make, on the Third Amendment
Effective Date, a term loan or term loans (each, an "Additional Tranche C Term
Loan" and, collectively, the "Additional Tranche C Term Loans", and, together
with the Converted Tranche C Term Loans, the "Tranche C Term Loans") to the
Bermuda Borrower, which Tranche C Term Loans:

                  (i)      shall be denominated in Dollars;

                  (ii)     except as hereinafter provided, shall, at the option
         of the Bermuda Borrower, be incurred and maintained as, and/or
         converted into one or more Borrowings of Base Rate Loans or Eurodollar
         Loans, provided that (x) except as otherwise specifically provided in
         Section 1.10(b), all Tranche C Term Loans made as part of the same
         Borrowing shall at all times consist of Tranche C Term Loans of the
         same Type and (y) Borrowings of Tranche C Term Loans on the Third
         Amendment Effective Date shall be subject to the rules set forth in
         clause (B) of this Section 1.01(i) below; and

                  (iii)    shall not exceed for any Lender, in initial principal
         amount, that amount which equals the sum of (x) the aggregate principal
         amount of the Tranche B Term

                                      -10-
<PAGE>

         Loans, if any, made by such Lender and outstanding on the Third
         Amendment Effective Date (immediately prior to giving effect thereto)
         as set forth on Schedule I hereto under the heading "Converted Tranche
         C Term Loans" and (y) the Tranche C Term Loan Commitment of such Lender
         (if any) as in effect on the Third Amendment Effective Date (before
         giving effect to any reductions thereto on such date pursuant to
         Section 3.03(f)).

Once repaid, Tranche C Term Loans may not be reborrowed.

                  (B)(i) Each Borrowing of Tranche B Term Loans existing on the
         Third Amendment Effective Date immediately prior to the Tranche B Term
         Loan Conversion and maintained as Eurodollar Loans (each, an "Existing
         Tranche B Term Loan Borrowing") shall, upon the occurrence of the
         Tranche B Term Loan Conversion, be deemed to be a new Borrowing of
         Tranche C Term Loans for all purposes of this Agreement, (ii) each such
         newly-deemed Borrowing of Tranche C Term Loans shall be subject to the
         same Interest Period (and Eurodollar Rate) as the Existing Tranche B
         Term Loan Borrowing to which it relates, (iii) Additional Tranche C
         Term Loans shall be initially incurred pursuant to a single Borrowing
         of Eurodollar Loans which shall be added to (and thereafter be deemed
         to constitute a part of) each such newly-deemed Borrowing of Tranche C
         Term Loans on a pro rata basis (based on the relative sizes of the
         various such newly-deemed Borrowings of Tranche C Term Loans) and (iv)
         in connection with the Tranche B Term Loan Conversion and the
         incurrence of Additional Tranche C Term Loans pursuant to Section
         1.01(i), the Administrative Agent shall (and is hereby authorized to)
         take all appropriate actions to ensure that all Lenders with
         outstanding Tranche C Term Loans (after giving effect to the Tranche B
         Term Loan Conversion and the incurrence of Additional Tranche C Term
         Loans pursuant to Section 1.01(i)(A)) participate in each newly-deemed
         Borrowing of Tranche C Term Loans on a pro rata basis (based upon their
         respective Tranche C Term Loan Borrowing Amounts as in effect on the
         Third Amendment Effective Date).

                  (C)      In connection with the Tranche B Term Loan Conversion
and the incurrence of Additional Tranche C Term Loans pursuant to Section
1.01(i)(A), the Lenders and the Bermuda Borrower hereby agree that,
notwithstanding anything to the contrary contained in this Agreement, (i) if
requested by any Lender making Additional Tranche C Term Loans which "match
funds", the Bermuda Borrower shall pay to such Lender such amounts necessary, as
reasonably determined by such Lender, to compensate such Lender for making such
Additional Tranche C Term Loans in the middle of an existing Interest Period
(rather than at the beginning of the respective Interest Period, based upon the
rates then applicable thereto) and (ii) the Bermuda Borrower shall be obligated
to pay to the respective Lenders breakage or other costs of the type referred to
in Section 1.11 (if any) incurred in connection with the Tranche B Term Loan
Conversion and/or the actions taken pursuant to preceding clause (B) of this
Section 1.01(i).

                  (D)      On and after the Third Amendment Effective Date, each
Consenting Tranche B Term Lender which holds a Tranche B Term Note shall be
entitled to surrender such Tranche B Term Note to the Bermuda Borrower against
delivery of a Tranche C Term Note completed in conformity with Section 1.05;
provided that if any such Tranche B Term Note is not so surrendered, then from
and after the Third Amendment Effective Date such Tranche B Term Note shall be
deemed to evidence the Converted Tranche C Term Loans into which the

                                      -11-
<PAGE>

Tranche B Term Loans theretofore evidenced by such Tranche B Term Note have been
converted.

                  (j)      Subject to and upon the terms and conditions set
forth herein, (i) each Lender with an Incremental Term Loan Commitment for a
given Tranche of Incremental Term Loans severally agrees, at any time and from
time to time on and after the date that such Incremental Term Loan Commitment is
obtained pursuant to Section 1.15 and prior to the Incremental Term Loan
Commitment Termination Date for such Tranche of Incremental Term Loans, to make
a term loan (each, an "Incremental Term Loan" and, collectively, the
"Incremental Term Loans") to the Incremental Term Loan Borrower for such
Tranche, which Incremental Term Loans:

                  (i)      shall be incurred on an Incremental Term Loan
         Borrowing Date for the purposes described in Section 7.05(a);

                  (ii)     shall be denominated in Dollars;

                  (iii)    except as hereinafter provided, shall, at the option
         of the Incremental Term Loan Borrower for such Tranche, be incurred and
         maintained as, and/or converted into one or more Borrowings of Base
         Rate Loans or Eurodollar Loans, provided that except as otherwise
         specifically provided in Section 1.10(b), all Incremental Term Loans of
         a given Tranche made as part of the same Borrowing shall at all times
         consist of Incremental Term Loans of the same Type; and

                  (iv)     shall not exceed for any such Incremental Term Loan
         Lender at any time of any incurrence thereof, the Incremental Term Loan
         Commitment of such Incremental Term Loan Lender for such Tranche at
         such time (before giving effect to any reductions thereto on such date
         pursuant to Section 3.03(g)).

Once repaid, Incremental Term Loans may not be reborrowed.

                  1.02 Minimum Borrowing Amounts, etc. The aggregate principal
amount of each Borrowing of Loans shall not be less than the Minimum Borrowing
Amount applicable to Borrowings of the respective Type and Tranche of Loans to
be made or maintained pursuant to the respective Borrowing, provided that
Mandatory Multicurrency Facility RL Borrowings and Mandatory Dollar Facility RL
Borrowings shall be made in the amounts required by Section 1.01(g) or (h), as
applicable. More than one Borrowing may be incurred on any day, but at no time
shall there be outstanding more than 30 Borrowings of Euro Rate Loans.

                  1.03 Notice of Borrowing. (a) Whenever a Borrower desires to
make a Borrowing of Loans hereunder (excluding Borrowings of Swingline Loans and
Mandatory Borrowings), an Authorized Officer of such Borrower shall give the
Administrative Agent at its Notice Office at least one Business Day's prior
written (or telephonic notice promptly confirmed in writing) notice of each Base
Rate Loan and at least three Business Days' prior written (or telephonic notice
promptly confirmed in writing) notice of each Euro Rate Loan to be made
hereunder, provided that any such notice shall be deemed to have been given on a
certain day only if given before 2:00 P.M. (New York time) on such day. Each
such written notice or written confirmation of telephonic notice (each, a
"Notice of Borrowing"), except as otherwise

                                      -12-
<PAGE>

expressly provided in Section 1.10, shall be irrevocable and shall be given by
or on behalf of the respective Borrower in the form of Exhibit A-1,
appropriately completed to specify: (i) the aggregate principal amount of the
Loans to be made pursuant to such Borrowing (stated in the relevant currency),
(ii) the date of such Borrowing (which shall be a Business Day), (iii) whether
the respective Borrowing shall consist of Tranche A Term Loans, Tranche B Term
Loans, Tranche C Term Loans, U.S. Borrower Incremental Term Loans, Bermuda
Borrower Incremental Term Loans, U.S. Borrower Multicurrency Facility Revolving
Loans, Bermuda Borrower Multicurrency Facility Revolving Loans, U.S. Borrower
Dollar Facility Revolving Loans or Bermuda Borrower Dollar Facility Revolving
Loans, (iv) in the case of Dollar Denominated Loans, whether the Dollar
Denominated Loans being made pursuant to such Borrowing are to be initially
maintained as Base Rate Loans or Eurodollar Loans and (v) in the case of Euro
Rate Loans, the initial Interest Period to be applicable thereto. The
Administrative Agent shall promptly give each Lender which is required to make
Loans of the Tranche specified in the respective Notice of Borrowing notice of
such proposed Borrowing, of such Lender's proportionate share thereof
(determined in accordance with Section 1.07) and of the other matters required
by the immediately preceding sentence to be specified in the Notice of
Borrowing.

                  (b)      (i) Whenever either Borrower desires to make a
Borrowing of Swingline Loans hereunder, an Authorized Officer of such Borrower
shall give the Swingline Lender, (i) not later than 1:00 P.M. (New York time) on
the date that a Dollar Denominated Swingline Loan is to be made and (ii) not
later than 1:00 P.M. (New York time) on the Business Day prior to the date that
a Euro Denominated Swingline Loan is to be made, written notice or telephonic
notice promptly confirmed in writing of each Swingline Loan to be made
hereunder. Each such notice shall be irrevocable and shall be given by or on
behalf of the respective Borrower in the form of Exhibit A-1, appropriately
completed to specify: (A) the date of Borrowing (which shall be a Business Day),
(B) the aggregate principal amount of the Swingline Loans to be made pursuant to
such Borrowing (stated in the relevant currency) and (C) whether the respective
Swingline Loans shall constitute U.S. Borrower Multicurrency Facility Swingline
Loans, Bermuda Borrower Multicurrency Facility Swingline Loans, U.S. Borrower
Dollar Facility Swingline Loans or Bermuda Borrower Dollar Facility Swingline
Loans.

                  (ii)     Mandatory Borrowings shall be made upon the notice
specified in Section 1.01(g) or (h), as applicable, with each Borrower
irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of
the Mandatory Borrowings as set forth in Section 1.01(g) or (h), as applicable.

                  (c)      Without in any way limiting the obligation of either
Borrower to confirm in writing any telephonic notice permitted to be given
hereunder, the Administrative Agent or the Swingline Lender (in the case of a
Borrowing of Swingline Loans), the respective Issuing Lender (in the case of the
issuance of Letters of Credit) or the respective Bank Guaranty Issuer (in the
case of the issuance of Bank Guaranties), as the case may be, may, prior to
receipt of written confirmation, act without liability upon the basis of such
telephonic notice, believed by the Administrative Agent, the Swingline Lender,
such Issuing Lender or such Bank Guaranty Issuer, as the case may be, in good
faith to be from an Authorized Officer of such Borrower. In each such case, the
Administrative Agent's, the Swingline Lender's, the respective Issuing Lender's

                                      -13-
<PAGE>

or the respective Bank Guaranty Issuer's record of the terms of such telephonic
notice shall be conclusive evidence of the contents of such notice, absent
manifest error.

                  1.04 Disbursement of Funds. Not later than 1:00 P.M. (New York
time) on the date specified in each Notice of Borrowing (or (x) in the case of
Swingline Loans, not later than 3:00 P.M. (New York time) on the date specified
pursuant to Section 1.03(b)(i) and (y) in the case of Mandatory Borrowings, not
later than 10:00 A.M. (New York time) on the date specified in Section 1.01(g)
or (h), as applicable), each Lender with a Commitment under the respective
Tranche (or each Lender required to make Loans pursuant to the respective
Mandatory Borrowing), will make available its pro rata portion (determined in
accordance with Section 1.07) of each such Borrowing requested to be made on
such date (or, (I) in the case of Swingline Loans, the Swingline Lender shall
make available the full amount thereof and (II) in the case of Additional
Tranche C Term Loans, each Lender with a Tranche C Term Loan Commitment will
make available an amount thereof equal to its Tranche C Term Loan Commitment on
the Third Amendment Effective Date (prior to the termination thereof pursuant to
Section 3.03(f) on such date)). All such amounts shall be made available in
Dollars (in the case of Dollar Denominated Loans) or in Euros (in the case of
Euro Denominated Loans), as the case may be, and in immediately available funds
at the Payment Office of the Administrative Agent, and the Administrative Agent
will make available to the respective Borrower the Payment Office or such other
location as may be reasonably satisfactory to the Administrative Agent and
specified in the relevant Notice of Borrowing (or to the Swingline Lender in the
case of a Mandatory Borrowing) the aggregate of the amounts so made available by
the Lenders prior to (x) 3:00 P.M. (New York time) on such day (excluding
Swingline Loans and Revolving Loans made pursuant to Mandatory Borrowings) and
(y) 4:00 P.M. (New York time) on such day, in the case of any Swingline Loan, in
each case to the extent of funds actually received by the Administrative Agent
prior to such times on such day. Unless the Administrative Agent shall have been
notified by any Lender prior to the date of Borrowing that such Lender does not
intend to make available to the Administrative Agent such Lender's portion of
any Borrowing to be made on such date, the Administrative Agent may assume that
such Lender has made such amount available to the Administrative Agent on such
date of Borrowing and the Administrative Agent may, in reliance upon such
assumption, make available to the relevant Borrower a corresponding amount. If
such corresponding amount is not in fact made available to the Administrative
Agent by such Lender, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the relevant Borrower
to pay immediately such corresponding amount to the Administrative Agent and
such Borrower shall immediately pay such corresponding amount to the
Administrative Agent. The Administrative Agent shall also be entitled to recover
on demand from such Lender or the U.S. Borrower or the Bermuda Borrower, as the
case may be, interest on such corresponding amount in respect of each day from
the date such corresponding amount was made available by the Administrative
Agent to the respective Borrower until the date such corresponding amount is
recovered by the Administrative Agent, at a rate per annum equal to (i) if
recovered from such Lender, the overnight Federal Funds Rate and (ii) if
recovered from the respective Borrower, the rate of interest applicable to the
respective Borrowing, as determined pursuant to Section 1.08. Nothing in this
Section 1.04 shall be deemed to relieve any Lender from its obligation to make
Loans hereunder or to prejudice any rights which the relevant

                                      -14-
<PAGE>

Borrower may have against any Lender as a result of any failure by such Lender
to make Loans hereunder.

                  1.05 Notes. (a) Subject to the provisions of Section 1.05(o),
the Bermuda Borrower's (in the case of Tranche B Term Loans, Tranche C Term
Loans, Bermuda Borrower Incremental Term Loans, Bermuda Borrower Multicurrency
Facility Revolving Loans, Bermuda Borrower Multicurrency Facility Swingline
Loans, Bermuda Borrower Dollar Facility Revolving Loans and Bermuda Borrower
Dollar Facility Swingline Loans) and the U.S. Borrower's (in the case of Tranche
A Term Loans, U.S. Borrower Incremental Term Loans, U.S. Borrower Multicurrency
Facility Revolving Loans, U.S. Borrower Multicurrency Facility Swingline Loans,
U.S. Borrower Dollar Facility Revolving Loans and U.S. Borrower Dollar Facility
Swingline Loans) obligation to pay the principal of, and interest on, the Loans
made by each Lender shall be evidenced (i) if Tranche A Term Loans, by a
promissory note duly executed and delivered by the U.S. Borrower substantially
in the form of Exhibit B-1 with blanks appropriately completed in conformity
herewith (each, a "Tranche A Term Note" and, collectively, the "Tranche A Term
Notes"), (ii) if Tranche B Term Loans, by a promissory note duly executed and
delivered by the Bermuda Borrower substantially in the form of Exhibit B-2 with
blanks appropriately completed in conformity herewith (each, a "Tranche B Term
Note" and, collectively, the "Tranche B Term Notes"), (iii) if Tranche C Term
Loans, by a promissory note duly executed and delivered by the Bermuda Borrower
substantially in the form of Exhibit B-9, with blanks appropriately completed in
conformity herewith (each, a "Tranche C Term Note" and, collectively, the
"Tranche C Term Notes"), (iv) if Incremental Term Loans, by a promissory note
duly executed and delivered by the Incremental Term Loan Borrower for such
Tranche substantially in the form of Exhibit B-10, with blanks appropriately
completed in conformity herewith (each, an "Incremental Term Note" and,
collectively, the "Incremental Term Notes"), (v) if U.S. Borrower Multicurrency
Facility Revolving Loans, by a promissory note duly executed and delivered by
the U.S. Borrower substantially in the form of Exhibit B-3A, with blanks
appropriately completed in conformity herewith (each, a "U.S. Borrower
Multicurrency Facility Revolving Note" and, collectively, the "U.S. Borrower
Multicurrency Facility Revolving Notes"), (vi) if Bermuda Borrower Multicurrency
Facility Revolving Loans, by a promissory note duly executed and delivered by
the Bermuda Borrower substantially in the form of Exhibit B-3B, with blanks
appropriately completed in conformity herewith (each, a "Bermuda Borrower
Multicurrency Facility Revolving Note" and, collectively, the "Bermuda Borrower
Multicurrency Facility Revolving Notes"), (vii) if U.S. Borrower Dollar Facility
Revolving Loans, by a promissory note duly executed and delivered by the U.S.
Borrower substantially in the form of Exhibit B-4, with blanks appropriately
completed in conformity herewith (each, a "U.S. Borrower Dollar Facility
Revolving Note" and, collectively, the "U.S. Borrower Dollar Facility Revolving
Notes"), (viii) if Bermuda Borrower Dollar Facility Revolving Loans, by a
promissory note duly executed and delivered by the Bermuda Borrower
substantially in the form of Exhibit B-5, with blanks appropriately completed in
conformity herewith (each, a "Bermuda Borrower Dollar Facility Revolving Note"
and, collectively, the "Bermuda Borrower Dollar Facility Revolving Notes"), (ix)
if U.S. Borrower Multicurrency Facility Swingline Loans, by a promissory note
duly executed and delivered by the U.S. Borrower substantially in the form of
Exhibit B-6A, with blanks appropriately completed in conformity herewith (the
"U.S. Borrower Multicurrency Facility Swingline Note"), (x) if Bermuda Borrower
Multicurrency Facility Swingline Loans, by a promissory note duly executed and
delivered by the Bermuda Borrower substantially in the form of Exhibit B-6B,
with blanks appropriately completed in conformity

                                      -15-
<PAGE>

herewith (the "Bermuda Borrower Multicurrency Facility Swingline Note"), (xi) if
U.S. Borrower Dollar Facility Swingline Loans, by a promissory note duly
executed and delivered by the U.S. Borrower substantially in the form of Exhibit
B-7, with blanks appropriately completed in conformity herewith (the "U.S.
Borrower Dollar Facility Swingline Note"), and (xii) if Bermuda Borrower Dollar
Facility Swingline Loans, by a promissory note duly executed and delivered by
the Bermuda Borrower substantially in the form of Exhibit B-8, with blanks
appropriately completed in conformity herewith (the "Bermuda Borrower Dollar
Facility Swingline Note").

                  (b)      The Tranche A Term Note issued to each Lender with a
Tranche A Term Loan Commitment or outstanding Tranche A Term Loans shall (i) be
executed by the U.S. Borrower, (ii) be payable to such Lender or its registered
assigns and be dated the Initial Borrowing Date (or, in the case of any Tranche
A Term Note issued after the Initial Borrowing Date, the date of issuance
thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to
the Tranche A Term Loan Commitment of such Lender on the Initial Borrowing Date
before giving effect to any reductions thereto on such date (or, in the case of
any Tranche A Term Note issued after the Initial Borrowing Date, in a stated
principal amount (expressed in Dollars) equal to the outstanding principal
amount of the Tranche A Term Loan of such Lender on the date of the issuance
thereof) and be payable (in Dollars) in the principal amount of the Tranche A
Term Loan evidenced thereby from time to time, (iv) mature on the Tranche A Term
Loan Maturity Date, (v) bear interest as provided in the appropriate clauses of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in
Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (c)      The Tranche B Term Note issued to each Lender with a
Tranche B Term Loan Commitment or outstanding Tranche B Term Loans shall (i) be
executed by the Bermuda Borrower, (ii) be payable to such Lender (or an
affiliate designated by such Lender) or its registered assigns and be dated the
Initial Borrowing Date (or, in the case of any Tranche B Term Note issued after
the Initial Borrowing Date, the date of issuance thereof), (iii) be in a stated
principal amount (expressed in Dollars) equal to the Tranche B Term Loan
Commitment of such Lender on the Initial Borrowing Date (or, in the case of any
Tranche B Term Note issued after the Initial Borrowing Date, in a stated
principal amount (expressed in Dollars) equal to the outstanding principal
amount of the Tranche B Term Loan of such Lender on the date of the issuance
thereof) and be payable (in Dollars) in the principal amount of the Tranche B
Term Loan evidenced thereby from time to time, (iv) mature on the Tranche B Term
Loan Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary repayment as provided in
Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (d)      The U.S. Borrower Multicurrency Facility Revolving
Note issued to each Multicurrency Facility RL Lender shall (i) be executed by
the U.S. Borrower, (ii) be payable to the order of such Multicurrency Facility
RL Lender (or an affiliate designated by such Multicurrency Facility RL Lender)
or its registered assigns and be dated the First Amendment

                                      -16-
<PAGE>

Effective Date (or, if issued thereafter, the date of issuance thereof), (iii)
be in a stated principal amount (expressed in Dollars) equal to the
Multicurrency Facility Revolving Loan Commitment of such Multicurrency Facility
RL Lender on the date of issuance thereof (or, if issued after the termination
of such Multicurrency Facility Revolving Loan Commitment, in an amount equal to
the Individual U.S. Borrower Multicurrency Facility RL Exposure of the
respective Multicurrency Facility RL Lender), provided that if, because of
fluctuations in exchange rates after the date of issuance thereof, the U.S.
Borrower Multicurrency Facility Revolving Note of any Multicurrency Facility RL
Lender would not be at least as great as the outstanding principal amount
(taking the Dollar Equivalent of all Euro Denominated Loans evidenced thereby)
of the U.S. Borrower Multicurrency Facility Revolving Loans made by such
Multicurrency Facility RL Lender at any time outstanding, the respective
Multicurrency Facility RL Lender may request (and in such case the U.S. Borrower
shall promptly execute and deliver) a new U.S. Borrower Multicurrency Facility
Revolving Note in an amount equal to the aggregate principal amount (taking the
Dollar Equivalent of all Euro Denominated Loans evidenced thereby) of the U.S.
Borrower Multicurrency Facility Revolving Loans of such Multicurrency Facility
RL Lender outstanding on the date of the issuance of such new U.S. Borrower
Multicurrency Facility Revolving Note, (iv) with respect to each U.S. Borrower
Multicurrency Facility Revolving Loan evidenced thereby, be payable in the
respective Available Currency in which such U.S. Borrower Multicurrency Facility
Revolving Loan was made, provided that the obligations with respect to each Euro
Denominated Loan evidenced thereby shall be subject to conversion into Dollar
Denominated Loans as provided in (and in the circumstances contemplated by)
Section 1.14, (v) mature on the Revolving Loan Maturity Date, (vi) bear interest
as provided in the appropriate clauses of Section 1.08 in respect of the U.S.
Borrower Multicurrency Facility Revolving Loans evidenced thereby from time to
time, (vii) be subject to voluntary prepayment as provided in Section 4.01 and
mandatory repayment as provided in Section 4.02 and (viii) be entitled to the
benefits of this Agreement and the other Credit Documents.

                  (e)      The Bermuda Borrower Multicurrency Facility Revolving
Note issued to each Multicurrency Facility RL Lender shall (i) be executed by
the Bermuda Borrower, (ii) be payable to the order of such Multicurrency
Facility RL Lender (or an affiliate designated by such Multicurrency Facility RL
Lender) or its registered assigns and be dated the Initial Borrowing Date (or,
if issued thereafter, the date of issuance thereof), (iii) be in a stated
principal amount (expressed in Dollars) equal to the Multicurrency Facility
Revolving Loan Commitment of such Multicurrency Facility RL Lender on the date
of issuance thereof (or, if issued after the termination of such Multicurrency
Facility Revolving Loan Commitment, in an amount equal to the Individual Bermuda
Borrower Multicurrency Facility RL Exposure of the respective Multicurrency
Facility RL Lender), provided that if, because of fluctuations in exchange rates
after the date of issuance thereof, the Bermuda Borrower Multicurrency Facility
Revolving Note of any Multicurrency Facility RL Lender would not be at least as
great as the outstanding principal amount (taking the Dollar Equivalent of all
Euro Denominated Loans evidenced thereby) of the Bermuda Borrower Multicurrency
Facility Revolving Loans made by such Multicurrency Facility RL Lender at any
time outstanding, the respective Multicurrency Facility RL Lender may request
(and in such case the Bermuda Borrower shall promptly execute and deliver) a new
Bermuda Borrower Multicurrency Facility Revolving Note in an amount equal to the
aggregate principal amount (taking the Dollar Equivalent of all Euro Denominated
Loans evidenced thereby) of the Bermuda Borrower Multicurrency Facility
Revolving Loans of such Multicurrency Facility RL Lender outstanding on the date
of the issuance of such new Bermuda

                                      -17-
<PAGE>

Borrower Multicurrency Facility Revolving Note, (iv) with respect to each
Bermuda Borrower Multicurrency Facility Revolving Loan evidenced thereby, be
payable in the respective Available Currency in which such Bermuda Borrower
Multicurrency Facility Revolving Loan was made, provided that the obligations
with respect to each Euro Denominated Loan evidenced thereby shall be subject to
conversion into Dollar Denominated Loans as provided in (and in the
circumstances contemplated by) Section 1.14, (v) mature on the Revolving Loan
Maturity Date, (vi) bear interest as provided in the appropriate clauses of
Section 1.08 in respect of the Bermuda Borrower Multicurrency Facility Revolving
Loans evidenced thereby from time to time, (vii) be subject to voluntary
prepayment as provided in Section 4.01 and mandatory repayment as provided in
Section 4.02 and (viii) be entitled to the benefits of this Agreement and the
other Credit Documents; provided that each "Multicurrency Facility Revolving
Note" issued by the Bermuda Borrower prior to the First Amendment Effective Date
shall be deemed to be a "Bermuda Borrower Multicurrency Facility Revolving Note"
for all purposes of this Agreement and the other Credit Documents following the
First Amendment Effective Date.

                  (f)      The U.S. Borrower Dollar Facility Revolving Note
issued to each Dollar Facility RL Lender shall (i) be executed by the U.S.
Borrower, (ii) be payable to the order of such Dollar Facility RL Lender or its
registered assigns and be dated the Initial Borrowing Date (or, if issued
thereafter, the date of issuance thereof), (iii) be in a stated principal amount
(expressed in Dollars) equal to the Dollar Facility Revolving Loan Commitment of
such Dollar Facility RL Lender on the date of issuance thereof (or, if issued
after the date of the termination of such Dollar Facility Revolving Loan
Commitment, in a stated principal amount equal to the Individual U.S. Borrower
Dollar Facility RL Exposure of the respective Dollar Facility RL Lender) and be
payable in Dollars in the outstanding principal amount of Dollar Facility
Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan Maturity
Date, (v) bear interest as provided in the appropriate clauses of Section 1.08
in respect of Base Rate Loans and Eurodollar Loans, as the case may be,
evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (g)      The Bermuda Borrower Dollar Facility Revolving Note
issued to each Dollar Facility RL Lender shall (i) be executed by the Bermuda
Borrower, (ii) be payable to the order of such Dollar Facility RL Lender or its
registered assigns and be dated the Initial Borrowing Date (or, if issued
thereafter, the date of issuance thereof), (iii) be in a stated principal amount
(expressed in Dollars) equal to the Dollar Facility Revolving Loan Commitment of
such Dollar Facility RL Lender on the date of issuance thereof (or, if issued
after the date of the termination of such Dollar Facility Revolving Loan
Commitment, in a stated principal amount equal to the Individual Bermuda
Borrower Dollar Facility RL Exposure of the respective Dollar Facility RL
Lender) and be payable in Dollars in the outstanding principal amount of Dollar
Facility Revolving Loans evidenced thereby, (iv) mature on the Revolving Loan
Maturity Date, (v) bear interest as provided in the appropriate clauses of
Section 1.08 in respect of Base Rate Loans and Eurodollar Loans, as the case may
be, evidenced thereby, (vi) be subject to voluntary prepayment as provided in
Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                  (h)      The U.S. Borrower Multicurrency Facility Swingline
Note issued to the Swingline Lender shall (i) be executed by the U.S. Borrower,
(ii) be payable to the order of the

                                      -18-
<PAGE>

Swingline Lender and be dated the First Amendment Effective Date (or, if issued
thereafter, the date of the issuance thereof), (iii) be in a stated principal
amount (expressed in Dollars) equal to the Maximum Swingline Amount, provided
that if, because of fluctuations in exchange rates after the date of issuance
thereof, the U.S. Borrower Multicurrency Facility Swingline Note would not be at
least as great as the outstanding principal amount (taking the Dollar Equivalent
of all U.S. Borrower Multicurrency Facility Swingline Loans denominated in
Euros) of U.S. Borrower Multicurrency Facility Swingline Loans at any time
outstanding, the Swingline Lender may request that the U.S. Borrower (and in
such case the U.S. Borrower shall) promptly execute and deliver a new U.S.
Borrower Multicurrency Facility Swingline Note in an amount equal to the
aggregate principal amount (taking the Dollar Equivalent of all U.S. Borrower
Multicurrency Facility Swingline Loans outstanding in Euros) of U.S. Borrower
Multicurrency Facility Swingline Loans outstanding, (iv) be payable with respect
to each U.S. Borrower Multicurrency Facility Swingline Loan in the respective
Available Currency in which such U.S. Borrower Multicurrency Facility Swingline
Loan was made, provided that the obligations evidenced by the U.S. Borrower
Multicurrency Facility Swingline Note with respect to U.S. Borrower
Multicurrency Facility Swingline Loans incurred in Euros shall be subject to
conversion into Dollar Denominated Loans as provided in (and in the
circumstances contemplated by) Section 1.14, (v) mature on the Swingline Expiry
Date, (vi) bear interest as provided in the appropriate clause of Section 1.08
in respect of the U.S. Borrower Multicurrency Facility Swingline Loans evidenced
thereby from time to time, (vii) be subject to voluntary prepayment as provided
in Section 4.01 and mandatory repayment as provided in Section 4.02 and (viii)
be entitled to the benefits of this Agreement and the other Credit Documents.

                  (i)      The Bermuda Borrower Multicurrency Facility Swingline
Note issued to the Swingline Lender shall (i) be executed by the Bermuda
Borrower, (ii) be payable to the order of the Swingline Lender and be dated the
Initial Borrowing Date (or, if issued thereafter, the date of the issuance
thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to
the Maximum Swingline Amount, provided that if, because of fluctuations in
exchange rates after the date of issuance thereof, the Bermuda Borrower
Multicurrency Facility Swingline Note would not be at least as great as the
outstanding principal amount (taking the Dollar Equivalent of all Bermuda
Borrower Multicurrency Facility Swingline Loans denominated in Euros) of Bermuda
Borrower Multicurrency Facility Swingline Loans at any time outstanding, the
Swingline Lender may request that the Bermuda Borrower (and in such case the
Bermuda Borrower shall) promptly execute and deliver a new Bermuda Borrower
Multicurrency Facility Swingline Note in an amount equal to the aggregate
principal amount (taking the Dollar Equivalent of all Bermuda Borrower
Multicurrency Facility Swingline Loans outstanding in Euros) of Bermuda Borrower
Multicurrency Facility Swingline Loans outstanding, (iv) be payable with respect
to each Bermuda Borrower Multicurrency Facility Swingline Loan in the respective
Available Currency in which such Bermuda Borrower Multicurrency Facility
Swingline Loan was made, provided that the obligations evidenced by the Bermuda
Borrower Multicurrency Facility Swingline Note with respect to Bermuda Borrower
Multicurrency Facility Swingline Loans incurred in Euros shall be subject to
conversion into Dollar Denominated Loans as provided in (and in the
circumstances contemplated by) Section 1.14, (v) mature on the Swingline Expiry
Date, (vi) bear interest as provided in the appropriate clause of Section 1.08
in respect of the Bermuda Borrower Multicurrency Facility Swingline Loans
evidenced thereby from time to time, (vii) be subject to voluntary prepayment as
provided in Section 4.01 and mandatory repayment as provided in Section 4.02 and
(viii) be entitled to the benefits of this

                                      -19-
<PAGE>

Agreement and the other Credit Documents; provided that the "Multicurrency
Facility Swingline Note" issued by the Bermuda Borrower prior to the First
Amendment Effective Date shall be deemed to be the "Bermuda Borrower
Multicurrency Facility Swingline Note" for all purposes of this Agreement and
the other Credit Documents following the First Amendment Effective Date.

                  (j)      The U.S. Borrower Dollar Facility Swingline Note
issued to the Swingline Lender shall (i) be executed by the U.S. Borrower, (ii)
be payable to the order of the Swingline Lender or its registered assigns and be
dated the Initial Borrowing Date, (iii) be in a stated principal amount
(expressed in Dollars) equal to the Maximum Swingline Amount and be payable in
Dollars in the principal amount of the outstanding Dollar Facility Swingline
Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry
Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in
respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary
prepayment as provided in Section 4.01 and mandatory repayment as provided in
Section 4.02 and (vii) be entitled to the benefits of this Agreement and the
other Credit Documents.

                  (k)      The Bermuda Borrower Dollar Facility Swingline Note
issued to the Swingline Lender shall (i) be executed by the Bermuda Borrower,
(ii) be payable to the order of the Swingline Lender or its registered assigns
and be dated the Initial Borrowing Date, (iii) be in a stated principal amount
(expressed in Dollars) equal to the Maximum Swingline Amount and be payable in
Dollars in the principal amount of the outstanding Dollar Facility Swingline
Loans evidenced thereby from time to time, (iv) mature on the Swingline Expiry
Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in
respect of the Base Rate Loans evidenced thereby, (vi) be subject to voluntary
prepayment as provided in Section 4.01 and mandatory repayment as provided in
Section 4.02 and (vii) be entitled to the benefits of this Agreement and the
other Credit Documents.

                  (l)      The Tranche C Term Note issued to each Lender with a
Tranche C Term Loan Commitment and/or outstanding Tranche C Term Loans shall (i)
be executed by the Bermuda Borrower, (ii) be payable to such Lender (or an
affiliate designated by such Lender) or its registered assigns and be dated the
Third Amendment Effective Date (or, if issued thereafter, the date of issuance
thereof), (iii) be in a stated principal amount (expressed in Dollars) equal to
the sum of the Tranche C Term Loan Commitment of such Lender on the Third
Amendment Effective Date (before giving effect to any reductions thereto on such
date) plus the aggregate principal amount of all Converted Tranche C Term Loans
of such Lender on the Third Amendment Effective Date (or, in the case of any
Tranche C Term Note issued after the Third Amendment Effective Date, in a stated
principal amount (expressed in Dollars) equal to the outstanding principal
amount of the Tranche C Term Loans of such Lender on the date of issuance
thereof) and be payable (in Dollars) in the principal amount of Tranche C Term
Loans evidenced thereby from time to time, (iv) mature on the Tranche C Term
Loan Maturity Date, (v) bear interest as provided in the appropriate clause of
Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case
may be, evidenced thereby, (vi) be subject to voluntary prepayment as provided
in Section 4.01 and mandatory repayment as provided in Section 4.02 and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

                                      -20-
<PAGE>

                  (m)      The Incremental Term Note issued to each Lender with
an Incremental Term Loan Commitment or outstanding Incremental Term Loans under
a given Tranche shall (i) be executed by the Incremental Term Loan Borrower for
such Tranche, (ii) be payable to such Lender (or an affiliate designated by such
Lender) or its registered assigns and be dated the date of issuance thereof,
(iii) be in a stated principal amount (expressed in Dollars) equal to the
Incremental Term Loan Commitment of such Lender on the effective date of the
respective Incremental Term Loan Commitment Agreement (prior to the incurrence
of any Incremental Term Loans pursuant thereto on such date) (or, if issued
thereafter, be in a stated principal amount (expressed in Dollars) equal to the
sum of the then remaining amount of the Incremental Term Loan Commitment of such
Lender plus the outstanding principal amount of the Incremental Term Loans of
such Lender on the date of issuance thereof) and be payable (in Dollars) in the
principal amount of the Incremental Term Loans evidenced thereby from time to
time, (iv) mature on the respective Incremental Term Loan Maturity Date, (v)
bear interest as provided in the appropriate clause of Section 1.08 in respect
of Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby,
(vi) be subject to voluntary prepayment as provided in Section 4.01 and
mandatory repayment as provided in Section 4.02 and (vi) be entitled to the
benefits of this Agreement and the other Credit Documents.

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

                  (o)      Notwithstanding anything to the contrary contained
above or elsewhere in this Agreement, Notes shall only be delivered to Lenders
that at any time specifically request the delivery of such Notes. No failure of
any Lender to request or obtain a Note evidencing its Loans to either Borrower
shall affect or in any manner impair the obligations of the respective Borrower
to pay the Loans (and all related Obligations) which would otherwise be
evidenced thereby in accordance with the requirements of this Agreement, and
shall not in any way affect the security or guaranties therefor provided
pursuant to the various Credit Documents. Any Lender that does not have a Note
evidencing its outstanding Loans shall in no event be required to make the
notations otherwise described in preceding clause (n). At any time when any
Lender requests the delivery of a Note to evidence any of its Loans, the
relevant Borrower shall promptly execute and deliver to the respective Lender
the requested Note or Notes in the appropriate amount or amounts to evidence
such Loans.

                  1.06 Conversions. Each Borrower shall have the option to
convert, on any Business Day occurring after the Initial Borrowing Date, all or
a portion equal to at least the applicable Minimum Borrowing Amount (and, if
greater, in an integral multiple of $500,000) of the outstanding principal
amount of Dollar Denominated Loans (other than Dollar Denominated Swingline
Loans, which shall at all times be maintained as Base Rate Loans) made pursuant
to one or more Borrowings of one or more Types of Dollar Denominated Loans under
a single Tranche into a Borrowing or Borrowings of another Type of Dollar
Denominated Loan under such Tranche, provided that (i) except as otherwise
provided in Section 1.10(b) or unless the respective Borrower pays all amounts
owing pursuant to Section 1.11 concurrently with any such conversion, Eurodollar
Loans may be converted into Base Rate Loans only on the last day of an

                                      -21-
<PAGE>

Interest Period applicable to the Eurodollar Loans being converted and no such
partial conversion of Eurodollar Loans shall reduce the outstanding principal
amount of such Eurodollar Loans made pursuant to a single Borrowing to less than
the applicable Minimum Borrowing Amount applicable thereto, (ii) unless the
Required Lenders otherwise agree, Base Rate Loans may only be converted into
Eurodollar Loans if no Default or Event of Default is in existence on the date
of conversion, (iii) unless the Administrative Agent has determined that the
Syndication Date has occurred (at which time this clause (iii) shall no longer
be applicable), prior to the 90th day after the Initial Borrowing Date,
conversions of Base Rate Loans into Eurodollar Loans may only be made if any
such conversion is effective on the first day of the first, second or third
Interest Period referred to in clause (B) of each of Sections 1.01(a)(iii)
1.01(b)(iii) and 1.01(d)(ii) and clause (1) of Section 1.01(c)(ii) and so long
as such conversion does not result in a greater number of Borrowings of
Eurodollar Loans prior to the 90th day after the Initial Borrowing Date as are
permitted under Sections 1.01(a)(iii) 1.01(b)(iii) and 1.01(d)(ii) and clause
(1) of Section 1.01(c)(ii) and (iv) no conversion pursuant to this Section 1.06
shall result in a greater number of Borrowings of Euro Rate Loans than is
permitted under Section 1.02. Each such conversion shall be effected by a
Borrower by giving the Administrative Agent at its Notice Office prior to 2:00
P.M. (New York time) at least three Business Days' prior notice (each, a "Notice
of Conversion/Continuation") in the form of Exhibit A-2, appropriately completed
to specify the Dollar Denominated Loans to be so converted, the Borrowing or
Borrowings pursuant to which such Dollar Denominated Loans were made and, if to
be converted into Eurodollar Loans, the Interest Period to be initially
applicable thereto. The Administrative Agent shall give each Lender prompt
notice of any such proposed conversion affecting any of its Dollar Denominated
Loans.

                  1.07 Pro Rata Borrowings. All Borrowings of Tranche A Term
Loans, Tranche B Term Loans, Tranche C Term Loans, Incremental Term Loans,
Multicurrency Facility Revolving Loans (including U.S. Borrower Multicurrency
Facility Revolving Loans, Bermuda Borrower Multicurrency Facility Revolving
Loans and Mandatory Multicurrency Facility RL Borrowings) and Dollar Facility
Revolving Loans (including U.S. Borrower Dollar Facility Revolving Loans,
Bermuda Borrower Dollar Facility Revolving Loans and Mandatory Dollar Facility
RL Borrowings) under this Agreement shall be incurred from the Lenders pro rata
on the basis of such Lenders' Tranche A Term Loan Commitments, Tranche B Term
Loan Commitments, Tranche C Term Loan Borrowing Amounts, Incremental Term Loan
Commitments, Multicurrency Facility RL Percentages or Dollar Facility RL
Percentages, as the case may be. All Borrowings of Swingline Loans shall be
incurred from the Swingline Lender. It is understood that no Lender shall be
responsible for any default by any other Lender of its obligation to make Loans
hereunder and that each Lender shall be obligated to make the Loans provided to
be made by it hereunder, regardless of the failure of any other Lender to make
its Loans hereunder.

                  1.08 Interest. (a) The U.S. Borrower hereby agrees to pay (in
the case of Tranche A Term Loans, U.S. Borrower Incremental Term Loans, U.S.
Borrower Multicurrency Facility Revolving Loans, U.S. Borrower Multicurrency
Facility Swingline Loans and U.S. Borrower Dollar Facility Revolving Loans, in
each case maintained as Base Rate Loans, and U.S. Borrower Dollar Facility
Swingline Loans (including any Euro Denominated Loan made to the U.S. Borrower
and converted into a Dollar Denominated Loan pursuant to Section 1.14)) and the
Bermuda Borrower hereby agrees to pay (in the case of Tranche B Term Loans,
Tranche C

                                      -22-
<PAGE>

Term Loans, Bermuda Borrower Incremental Term Loans, Bermuda Borrower
Multicurrency Facility Revolving Loans, Bermuda Borrower Multicurrency Facility
Swingline Loans and Bermuda Borrower Dollar Facility Revolving Loans, in each
case maintained as Base Rate Loans, and Bermuda Borrower Dollar Facility
Swingline Loans (including any Euro Denominated Loan made to the Bermuda
Borrower and converted into a Dollar Denominated Loan pursuant to Section
1.14)), interest in respect of the unpaid principal amount of each Base Rate
Loan made to it from the date the proceeds thereof are made available to it (or,
in the case of a conversion of any Euro Denominated Loan into a Dollar
Denominated Loan pursuant to Section 1.14, from the date of the conversion of
such Loan) until the earlier of (i) the maturity (whether by acceleration or
otherwise) of such Base Rate Loan and (ii) the conversion of such Base Rate Loan
to a Eurodollar Loan pursuant to Section 1.06, at a rate per annum which shall
be equal to the sum of the Base Rate in effect from time to time during the
period such Base Rate Loan is outstanding plus the relevant Applicable Margin as
in effect from time to time.

                  (b)      The U.S. Borrower hereby agrees to pay (in the case
of Tranche A Term Loans, U.S. Borrower Incremental Term Loans, U.S. Borrower
Multicurrency Facility Revolving Loans and U.S. Borrower Dollar Facility
Revolving Loans maintained as Eurodollar Loans) and the Bermuda Borrower hereby
agrees to pay (in the case of Tranche B Term Loans, Tranche C Term Loans,
Bermuda Borrower Incremental Term Loans, Bermuda Borrower Multicurrency Facility
Revolving Loans and Bermuda Borrower Dollar Facility Revolving Loans maintained
as Eurodollar Loans), interest in respect of the unpaid principal amount of each
Eurodollar Loan made to it from the date the proceeds thereof are made available
to it until the earlier of (i) the maturity (whether by acceleration or
otherwise) of such Eurodollar Loan and (ii) the conversion of such Eurodollar
Loan to a Base Rate Loan pursuant to Section 1.06, 1.09 or 1.10, as applicable,
at a rate per annum which shall, during each Interest Period applicable thereto,
be equal to the sum of the Eurodollar Rate for such Interest Period plus the
relevant Applicable Margin as in effect from time to time.

                  (c)      Each Borrower hereby agrees to pay interest in
respect of the unpaid principal amount of each Euro Denominated Revolving Loan
made to it from the date the proceeds thereof are made available to it until the
maturity thereof (whether by acceleration, prepayment or otherwise) at a rate
per annum which shall, during each Interest Period applicable thereto, be equal
to the sum of the relevant Applicable Margin as in effect from time to time plus
Euro LIBOR for such Interest Period plus any Mandatory Costs.

                  (d)      Each Borrower hereby agrees to pay interest in
respect of the unpaid principal amount of each Euro Denominated Swingline Loan
made to it from the date the proceeds thereof are made available to it until the
maturity thereof (whether by acceleration, prepayment or otherwise) at a rate
per annum which shall be equal to the sum of the Applicable Margin for Euro
Denominated Revolving Loans as in effect from time to time plus the Overnight
Euro Rate in effect from time to time during the period such Euro Denominated
Swingline Loan is outstanding plus any Mandatory Costs.

                  (e)      Overdue principal and, to the extent permitted by
law, overdue interest in respect of each Loan and any other overdue amount
payable hereunder shall, in each case, bear interest at a rate per annum (1) in
the case of overdue principal of, and interest or other overdue amounts owing
with respect to, Euro Denominated Revolving Loans and overdue amounts

                                      -23-
<PAGE>

owing with respect to Euro Denominated Letter of Credit Outstandings and Euro
Denominated Bank Guaranty Outstandings, equal to 2% per annum in excess of the
relevant Applicable Margin as in effect from time to time plus Euro LIBOR for
such successive periods not exceeding three months as the Administrative Agent
may determine from time to time in respect of amounts comparable to the amount
not paid plus any Mandatory Costs, (2) in the case of overdue principal of, and
interest or other amounts owing with respect to, Euro Denominated Swingline
Loans, equal to 2% per annum in excess of the Applicable Margin for Euro
Denominated Revolving Loans as in effect from time to time plus the Overnight
Euro Rate as in effect from time to time plus any Mandatory Costs, and (3) in
all other cases, equal to the greater of (x) 2% per annum in excess of the rate
otherwise applicable to Base Rate Loans maintained pursuant to the respective
Tranche (or, if the overdue amount owing does not relate to any specific
Tranche, the rate otherwise applicable to Dollar Facility Revolving Loans which
are maintained as Base Rate Loans) from time to time and (y) the rate which is
2% in excess of the rate then borne by such Loans, in each case with such
interest to be payable on demand.

                  (f)      Accrued (and theretofore unpaid) interest shall be
payable (i) in respect of each Base Rate Loan and each Swingline Loan, quarterly
in arrears on each Quarterly Payment Date, (ii) in respect of each Euro Rate
Loan (other than a Euro Denominated Swingline Loan), on the last day of each
Interest Period applicable thereto and, in the case of an Interest Period in
excess of three months, on each date occurring at three month intervals after
the first day of such Interest Period and (iii) in respect of each Loan, on any
repayment or prepayment (on the amount repaid or prepaid), at maturity (whether
by acceleration or otherwise) and, after such maturity, on demand.

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

                  1.09 Interest Periods. At the time a Borrower gives any Notice
of Borrowing or Notice of Conversion/Continuation in respect of the making of,
or conversion into, any Euro Rate Loan (other than a Euro Denominated Swingline
Loan) (in the case of the initial Interest Period applicable thereto) or on the
third Business Day prior to the expiration of an Interest Period applicable to
such Euro Rate Loan (in the case of any subsequent Interest Period), the
respective Borrower shall have the right to elect, by having an Authorized
Officer of such Borrower give the Administrative Agent notice thereof, the
interest period (each, an "Interest Period") applicable to such Euro Rate Loan,
which Interest Period shall, at the option of such Borrower (but otherwise
subject to clause (B) of Sections 1.01(a)(iii) 1.01(b)(iii), 1.01(d)(ii) and
1.01(i)(A)(ii)(y) and clause (1) of Section 1.01(c)(ii) and clause (iii) of the
proviso appearing in Section 1.06) be (x) in the case of a Eurodollar Loan, a
one, two, three or six-month period or, to the extent agreed to by all Lenders
required to make Loans under the respective Tranche, a nine or twelve-month
period or (y) in the case of any Euro Denominated Loan (other than a Euro
Denominated Swingline Loan), a one, two, three or six-month period or (if
required pursuant to clause (2) of Section 1.01(c)(ii)) a one-week period;
provided that:

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

                                      -24-
<PAGE>

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

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

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

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

                  (vi)     no Interest Period in respect of any Borrowing of any
         Tranche of Term Loans shall be elected which extends beyond any date
         upon which a Scheduled Repayment for the respective Tranche of Term
         Loans will be required to be made under Section 4.02(b) or (m), as the
         case may be, if, after giving effect to the election of such Interest
         Period, the aggregate principal amount of such Tranche of Term Loans
         which have Interest Periods which will expire after such date will be
         in excess of the aggregate principal amount of such Tranche of Term
         Loans then outstanding less the aggregate amount of such required
         Scheduled Repayment.

With respect to any Euro Denominated Loans (other than Euro Denominated
Swingline Loans), at the end of any Interest Period applicable to a Borrowing
thereof, the U.S. Borrower or the Bermuda Borrower, as applicable, may elect to
split the respective Borrowing into two or more Borrowings of the same Type or
combine two or more Borrowings of the same Type into a single Borrowing, in each
case, by having an Authorized Officer of the relevant Borrower give notice
thereof together with its election of one or more Interest Periods, in each case
so long as each resulting Borrowing (x) has an Interest Period which complies
with the foregoing requirements of this Section 1.09, (y) has a principal amount
which is not less than the Minimum Borrowing Amount applicable to Borrowings of
the respective Type and Tranche, and (z) does not cause a violation of the
requirements of Section 1.02. If upon the expiration of any Interest Period
applicable to a Borrowing of Euro Rate Loans, the U.S. Borrower or the Bermuda
Borrower, as applicable, has failed to elect, or is not permitted to elect, a
new Interest Period to be applicable to such Euro Rate Loans as provided above,
the relevant Borrower shall be deemed to have elected (x) if Eurodollar Loans,
to convert such Eurodollar Loans into Base Rate Loans and (y) if Euro
Denominated Loans, to select a one-month Interest Period for such Euro

                                      -25-
<PAGE>

Denominated Loans, in any such case effective as of the expiration date of such
current Interest Period.

                  1.10 Increased Costs; Illegality; etc. (a) In the event that
any Lender shall have determined in good faith (which determination shall,
absent manifest error, be final and conclusive and binding upon all parties
hereto but, with respect to clauses (i) and (iv) below, may be made only by the
Administrative Agent):

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

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

                  (iii)    at any time after the Effective Date, that the making
         or continuance of any Euro Rate Loan has been made unlawful by any law
         or governmental rule, regulation or order (or would conflict with any
         governmental rule, regulation, guideline, request or order not having
         the force of law but with which such Lender customarily complies even
         though the failure to comply therewith would not be unlawful), or
         impracticable as a result of a contingency occurring after the
         Effective Date which materially and adversely affects the applicable
         interbank market; or

                  (iv)     at any time that Euros are not available in
         sufficient amounts, as determined in good faith by the Administrative
         Agent, to fund any Borrowing of Euro Denominated Loans requested
         pursuant to Section 1.01;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clauses (i) or (iv) above) shall promptly give notice (by telephone
confirmed in writing) to the affected Borrower, and, except in the case of
clauses (i) and (iv) above, to the Administrative Agent of such determination
(which notice the Administrative Agent shall promptly transmit to each of the
other Lenders). Thereafter (w) in the case of clause (i) above, (A) in the event
Eurodollar

                                      -26-
<PAGE>

Loans are so affected, Eurodollar Loans shall no longer be available until such
time as the Administrative Agent notifies Holdings, any affected Borrower and
the Lenders that the circumstances giving rise to such notice by the
Administrative Agent no longer exist, and any Notice of Borrowing or Notice of
Conversion/Continuation given by either Borrower with respect to Eurodollar
Loans which have not yet been incurred (including by way of conversion) shall be
deemed rescinded by such Borrower and (B) in the event that any Euro Denominated
Loan is so affected, the relevant Euro Rate shall be determined on the basis
provided in the proviso to the definition of the relevant Euro Rate, (x) in the
case of clause (ii) above, the respective Borrower or Borrowers agrees to pay to
such Lender, upon written demand therefor, such additional amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Lender in its sole discretion shall determine) as shall be
required to compensate such Lender for such increased costs or reductions in
amounts received or receivable hereunder (with the written notice as to the
additional amounts owed to such Lender, submitted to the respective Borrower or
Borrowers by such Lender in accordance with the foregoing to be, absent manifest
error, final and conclusive and binding on all the parties hereto, although the
failure to give any such notice shall not release or diminish any of the
respective Borrower's or Borrowers' obligations to pay additional amounts
pursuant to this Section 1.10(a) upon the subsequent receipt of such notice),
(y) in the case of clause (iii) above, the respective Borrower or Borrowers
shall take one of the actions specified in Section 1.10(b) as promptly as
possible and, in any event, within the time period required by law and (z) in
the case of clause (iv) above, Euro Denominated Loans (exclusive of any such
Euro Denominated Loans which have theretofore been funded) shall no longer be
available until such time as the Administrative Agent notifies the respective
Borrower or Borrowers and the Lenders that the circumstances giving rise to such
notice by the Administrative Agent no longer exist, and any Notice of Borrowing
or notice pursuant to Section 1.03(b)(i) given by the respective Borrower or
Borrowers with respect to such Euro Denominated Loans which have not been
incurred shall be deemed rescinded by such Borrower or Borrowers. Each of the
Administrative Agent and each Lender agrees that if it gives notice to either
Borrower of any of the events described in clause (i), (ii), (iii) or (iv)
above, it shall promptly notify such Borrower and, in the case of any such
Lender, the Administrative Agent, if such event ceases to exist.

                  (b)      At any time that any Euro Rate Loan is affected by
the circumstances described in Section 1.10(a)(ii) or (iii), the affected
Borrower may (and in the case of a Euro Rate Loan affected by the circumstances
described in Section 1.10(a)(iii) shall) either (x) if the affected Euro Rate
Loan is then being made initially or pursuant to a conversion, cancel the
respective Borrowing by giving the Administrative Agent telephonic notice
(confirmed in writing) on the same date that such Borrower was notified by the
affected Lender or the Administrative Agent pursuant to Section 1.10(a)(ii) or
(iii) or (y) if the affected Euro Rate Loan is then outstanding, upon at least
three Business Days' written notice to the Administrative Agent, (A) in the case
of a Eurodollar Loan, require the affected Lender to convert such Eurodollar
Loan into a Base Rate Loan (which conversion, in the case of the circumstance
described in Section 1.10(a)(iii), shall occur no later than the last day of the
Interest Period then applicable to such Eurodollar Loan or such earlier day as
shall be required by applicable law) and (B) in the case of any Euro Rate Loan
(other than a Eurodollar Loan), repay all outstanding Borrowings which include
such affected Euro Rate Loans in full in accordance with the applicable
requirements of Section 4.01; provided that, (i) if the circumstances described
in Section 1.10(a)(iii) apply to any Euro Denominated Loan, the U.S. Borrower or
the Bermuda Borrower,

                                      -27-
<PAGE>

as the case may be, may, in lieu of taking the actions described above, maintain
such Euro Denominated Loan outstanding, in which case, (x) in the case of Euro
Denominated Revolving Loans, the applicable Euro Rate shall be determined on the
basis provided in the proviso to the definition of Euro LIBOR and (y) in the
case of Euro Denominated Swingline Loans, the applicable interest rate shall be
determined on the basis provided in the proviso to the definition of Overnight
Euro Rate, as the case may be, unless the maintenance of such Euro Denominated
Loan outstanding on such basis would not stop the conditions described in
Section 1.10(a)(iii) from existing (in which case the actions described above,
without giving effect to the proviso, shall be required to be taken) and (ii) if
more than one Lender is affected at any time, then all affected Lenders must be
treated the same pursuant to this Section 1.10(b).

                  (c)      If any Lender shall have determined after the
Effective Date that the adoption or effectiveness after the Effective Date of
any applicable law, rule or regulation regarding capital adequacy, or any change
therein, or any change after the Effective Date in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by such Lender or any corporation controlling such Lender with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on such Lender's or such other
corporation's capital or assets as a consequence of such Lender's Commitment or
Commitments hereunder or its obligations hereunder to a level below that which
such Lender or such other corporation could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Lender's or
such other corporation's policies with respect to capital adequacy), then from
time to time, upon written demand by such Lender (with a copy to the
Administrative Agent), accompanied by the notice referred to in the next
succeeding sentence of this clause (c), the Borrowers jointly and severally
agree to pay to such Lender such additional amount or amounts as will compensate
such Lender or such other corporation for such reduction in the rate of return
to such Lender or such other corporation. Each Lender, upon determining in good
faith that any additional amounts will be payable pursuant to this Section
1.10(c), will give prompt written notice thereof to the relevant Borrower (a
copy of which shall be sent by such Lender to the Administrative Agent), which
notice shall set forth such Lender's basis for asserting its rights under this
Section 1.10(c) and the calculation, in reasonable detail, of such additional
amounts claimed hereunder, although the failure to give any such notice shall
not release or diminish either Borrower's obligations to pay additional amounts
pursuant to this Section 1.10(c) upon the subsequent receipt of such notice. A
Lender's good faith determination of compensation owing under this Section
1.10(c) shall, absent manifest error, be final and conclusive and binding on all
the parties hereto. For the avoidance of doubt, nothing in this Section 1.10(c)
shall require either Borrower or Holdings to pay to any Lender any amount for
which such Lender is compensated by way of payment of Mandatory Costs.

                  (d)      In the event that any Lender shall in good faith
determine (which determination shall, absent manifest error, be final and
conclusive and binding on all parties hereto) at any time that such Lender is
required to maintain reserves (including, without limitation, any marginal,
emergency, supplemental, special or other reserves required by applicable law)
which have been established by any Federal, state, local or foreign court or
governmental agency, authority, instrumentality or regulatory body with
jurisdiction over such Lender (including any branch, Affiliate or funding office
thereof) in respect of any Euro Denominated Loans or any

                                      -28-
<PAGE>

category of liabilities which includes deposits by reference to which the
interest rate on any Euro Denominated Loan is determined or any category of
extensions of credit or other assets which includes loans by a non-United States
office of any Lender to non-United States residents, then, unless such reserves
are included in the calculation of the interest rate applicable to such Euro
Denominated Loans or in Section 1.10(a)(ii), such Lender shall promptly notify
Holdings, the U.S. Borrower and/or the Bermuda Borrower in writing specifying
the additional amounts required to indemnify such Lender against the cost of
maintaining such reserves (such written notice to provide in reasonable detail a
computation of such additional amounts) and the U.S. Borrower (in the case of
U.S. Borrower Multicurrency Facility Revolving Loans and U.S. Borrower
Multicurrency Facility Swingline Loans owing by it and, in each case,
denominated in Euros) shall pay, and the Bermuda Borrower (in the case of
Bermuda Borrower Multicurrency Facility Revolving Loans and Bermuda Borrower
Multicurrency Facility Swingline Loans owing by it and, in each case,
denominated in Euros) shall pay, to such Lender such specified amounts as
additional interest at the time that the U.S. Borrower or the Bermuda Borrower
is otherwise required to pay interest in respect of such Euro Denominated Loan
or, if later, on written demand therefor by such Lender.

                  1.11 Compensation. The Borrowers jointly and severally agree
to compensate each Lender, upon its written request (which request shall set
forth in reasonable detail the basis for requesting such compensation), for all
losses, expenses and liabilities (including, without limitation, any loss,
expense or liability incurred by reason of the liquidation or reemployment of
deposits or other funds required by such Lender to fund its Euro Rate Loans but
excluding any loss of anticipated profit) which such Lender may sustain: (i) if
for any reason (other than a default by such Lender or any Agent) a Borrowing
of, or conversion from or into, Euro Rate Loans does not occur on a date
specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation
(whether or not withdrawn by the respective Borrower or Borrowers or deemed
withdrawn pursuant to Section 1.10(a)); (ii) if any repayment (including any
repayment made pursuant to Section 4.01 or 4.02 or as a result of an
acceleration of the Loans pursuant to Section 10 or as a result of the
replacement of a Lender pursuant to Section 1.13, 4.01 or 13.12(b)) or
conversion of any of its Euro Rate Loans occurs on a date which is not the last
day of an Interest Period applicable thereto; (iii) if any prepayment of any of
its Euro Rate Loans is not made on any date specified in a notice of prepayment
given by the respective Borrower or Borrowers; or (iv) as a consequence of (x)
any other default by the respective Borrower to repay its Loans when required by
the terms of this Agreement or any Note held by such Lender or (y) any election
made pursuant to Section 1.10(b). Each Lender's calculation of the amount of
compensation owing pursuant to this Section 1.11 shall be made in good faith. A
Lender's basis for requesting compensation pursuant to this Section 1.11 and a
Lender's calculation of the amount thereof, shall, absent manifest error, be
final and conclusive and binding on all parties hereto.

                  1.12 Change of Lending Office. (a) Each Lender may at any time
or from time to time designate, by written notice to the Administrative Agent to
the extent not already reflected on Schedule II, one or more lending offices
(which, for this purpose, may include Affiliates of the respective Lender) for
the various Loans made, Letters of Credit participated in, by such Lender
(including, without limitation, by designating a separate lending office (or
Affiliate) to act as such with respect to Dollar Denominated Loans, Dollar
Denominated Letter of Credit Outstandings and Dollar Denominated Bank Guaranty
Outstandings versus Euro

                                      -29-
<PAGE>

Denominated Loans, Non-Dollar Denominated Letter of Credit Outstandings and
Non-Dollar Denominated Bank Guaranty Outstandings); provided that, for
designations made after the Effective Date (unless such designation is made
after the occurrence of a Sharing Event as a result of any Lender's purchase of
Loans pursuant to Section 1.14), to the extent such designation shall result in
increased costs under Section 1.10, 2A.06, 2B.06 or 4.04 in excess of those
which would be charged in the absence of the designation of a different lending
office (including a different Affiliate of the respective Lender), then the
Borrowers shall not be obligated to pay such excess increased costs (although if
such designation results in increased costs, the Borrowers shall be obligated to
pay the costs which would have applied in the absence of such designation and
any subsequent increased costs of the type described above resulting from
changes after the date of the respective designation). Except as provided in the
immediately preceding sentence, each lending office and Affiliate of any Lender
designated as provided above shall, for all purposes of this Agreement, be
treated in the same manner as the respective Lender (and shall be entitled to
all indemnities and similar provisions in respect of its acting as such
hereunder).

                  (b)      Each Lender agrees that upon the occurrence of any
event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section
1.10(c), Section 2A.06, Section 2B.06 or Section 4.04 with respect to such
Lender, it will, if requested by the applicable Borrower by notice to such
Lender, use reasonable efforts (subject to overall policy considerations of such
Lender) to designate another lending office for any Loans, Letters of Credit or
Bank Guaranties affected by such event, provided that such designation is made
on such terms that such Lender and its lending office suffer no economic, legal
or regulatory disadvantage, with the object of avoiding the consequence of the
event giving rise to the operation of such Section. Nothing in this Section 1.12
shall affect or postpone any of the obligations of either Borrower or the rights
of any Lender provided in Sections 1.10, 2A.06, 2B.06 and 4.04.

                  1.13 Replacement of Lenders. (x) If any Lender becomes a
Defaulting Lender, (y) upon the occurrence of any event giving rise to the
operation of Section 1.10(a)(ii) or (iii), Section 1.10(c) or (d), Section
2A.06, Section 2B.06 or Section 4.04 with respect to any Lender which results in
such Lender charging to either Borrower increased costs materially in excess of
the average costs being charged by the other Lenders in respect of such
contingency or (z) in the case of a refusal by a Lender to consent to a proposed
change, waiver, discharge or termination with respect to this Agreement which
has been approved by the Required Lenders as provided in Section 13.12(b), the
U.S. Borrower shall have the right, in accordance with the requirements of
Section 13.04(b), if no Event of Default then exists or would exist after giving
effect to such replacement, to replace such Lender (the "Replaced Lender") with
one or more Eligible Transferees (collectively, the "Replacement Lender"), none
of whom shall constitute a Defaulting Lender at the time of such replacement and
each of whom shall be reasonably acceptable to the Administrative Agent or, in
the case of a replacement as provided in Section 13.12(b) where the consent of
the respective Lender is required with respect to less than all Tranches of its
Loans or Commitments, at the option of Holdings, to replace only the Commitments
and/or outstanding Loans of such Lender in respect of each Tranche where the
consent of such Lender would otherwise be individually required, with identical
Commitments and/or Loans of the respective Tranche provided by the Replacement
Lender; provided that:

                                      -30-
<PAGE>

                  (i)      at the time of any replacement pursuant to this
         Section 1.13, the Replacement Lender shall enter into one or more
         Assignment and Assumption Agreements pursuant to Section 13.04(b) (and
         with all fees payable pursuant to said Section 13.04(b) to be paid by
         the Replacement Lender) pursuant to which the Replacement Lender shall
         acquire all of the Commitments and all then outstanding Loans (or, in
         the case of the replacement of less than all the Tranches of
         Commitments and outstanding Loans of the respective Replaced Lender,
         all the Commitments and/or all then outstanding Loans relating to the
         Tranche or Tranches with respect to which such Lender is being
         replaced) of, and all participations in all then outstanding Letters of
         Credit and Bank Guaranties issued pursuant to the respective Tranche or
         Tranches where the respective Lender is being replaced by, the Replaced
         Lender and, in connection therewith, shall pay to (w) the Replaced
         Lender in respect thereof an amount equal to the sum (in the relevant
         currency or currencies) of (A) an amount equal to the principal of, and
         all accrued interest on, all then outstanding Loans of the respective
         Replaced Lender under each Tranche with respect to which such Replaced
         Lender is being replaced, (B) an amount equal to all Unpaid Drawings
         (if any) under each Tranche with respect to which the respective
         Replaced Lender is being replaced, in each case that have been funded
         by (and not reimbursed to) such Replaced Lender at such time, together
         with all then unpaid interest with respect thereto at such time, (C) an
         amount equal to all Unreimbursed Payments (if any) under each Tranche
         with respect to which the respective Replaced Lender is being replaced,
         in each case that have been funded by (and not reimbursed to) such
         Replaced Lender at such time, together with all then unpaid interest
         with respect thereto at such time, and (D) an amount equal to all
         accrued, but theretofore unpaid, Fees owing to the Replaced Lender (but
         only with respect to the relevant Tranche or Tranches, in the case of
         the replacement of less than all Tranches then held by the respective
         Replaced Lender) pursuant to Section 3.01, (x) in the case of the
         replacement of any Multicurrency Facility Revolving Loan Commitment
         and/or Dollar Facility Revolving Loan Commitment, the respective
         Issuing Lender amounts equal to such Replaced Lender's Multicurrency
         Facility RL Percentage and/or Dollar Facility RL Percentage, as the
         case may be, of any Unpaid Drawings pursuant to Letters of Credit
         issued pursuant to the respective Tranche evidenced by such Commitments
         (which at such time remain Unpaid Drawings) with respect to Letters of
         Credit issued by such Issuing Lender to the extent such amount was not
         theretofore funded by such Replaced Lender, (y) in the case of the
         replacement of any Multicurrency Facility Revolving Loan Commitment,
         the respective Bank Guaranty Issuer amounts equal to such Replaced
         Lender's Multicurrency Facility RL Percentage of any Unreimbursed
         Payments pursuant to Bank Guaranties (which at such time remain
         Unreimbursed Payments) with respect to Bank Guaranties issued by such
         Bank Guaranty Issuer to the extent such amount was not theretofore
         funded by such Replaced Lender and (z) in the case of any replacement
         of Multicurrency Facility Revolving Loan Commitments or Dollar Facility
         Revolving Loan Commitments, the Swingline Lender, an amount equal to
         such Replaced Lender's pro rata share of any Mandatory Multicurrency
         Facility RL Borrowing and/or Mandatory Dollar Facility RL Borrowing (as
         appropriate) (determined in accordance with Sections 1.01(g) and/or
         (h), as appropriate, and 1.07), to the extent such amount was not
         theretofore funded by such Replaced Lender, without duplication; and

                                      -31-
<PAGE>

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

Upon the execution of the respective Assignment and Assumption Agreement, the
payment of amounts referred to in clauses (i) and (ii) above, recordation of the
assignment on the Register by the Administrative Agent pursuant to Section 13.17
and, if so requested by the Replacement Lender (when applicable), delivery to
the Replacement Lender of the appropriate Note or Notes executed by the
respective Borrower, (x) the Replacement Lender shall become a Lender hereunder
and, unless the respective Replaced Lender continues to have outstanding Term
Loans or any Commitment hereunder, the Replaced Lender shall cease to constitute
a Lender hereunder, except with respect to indemnification provisions under this
Agreement (including, without limitation, Sections 1.10, 1.11, 2A.06, 2B.06,
4.04, 13.01 and 13.06), which shall survive as to such Replaced Lender and (y)
in the case of the replacement of any Multicurrency Facility Revolving Loan
Commitment or Dollar Facility Revolving Loan Commitment pursuant to this Section
1.13, the Multicurrency Facility RL Percentages and/or Dollar Facility RL
Percentages, as the case may be, of the Lenders shall be automatically adjusted
at such time to give effect to such replacement. In connection with any
replacement of Lenders pursuant to, and as contemplated by, this Section 1.13,
each of the U.S. Borrower and the Bermuda Borrower hereby irrevocably authorizes
Holdings to take all necessary action, in the name of the U.S. Borrower or the
Bermuda Borrower, as the case may be, as described above in this Section 1.13 in
order to effect the replacement of the respective Lender or Lenders in
accordance with the preceding provisions of this Section 1.13.

                  1.14 Special Provisions Applicable to Lenders Upon the
Occurrence of a Sharing Event. (a) On the date of the occurrence of a Sharing
Event, automatically (and without the taking of any action) (x) all then
outstanding Euro Denominated Loans, all Unpaid Drawings in respect of Letters of
Credit issued for either Borrower's account owed in Euros and all Unreimbursed
Payments in respect of Bank Guaranties issued for the Bermuda Borrower's account
owed in Euros, shall be automatically converted into Loans of the respective
Tranche maintained in, Unpaid Drawings of the respective Tranche owing in, or
Unreimbursed Payments owing in, Dollars (in an amount equal to the Dollar
Equivalent of the aggregate principal amount of the respective Loans, Unpaid
Drawings or Unreimbursed Payments on the date such Sharing Event first occurred,
which Loans, Unpaid Drawings and Unreimbursed Payments (i) shall continue to be
owed by the U.S. Borrower or the Bermuda Borrower, as the case may be, (ii)
shall at all times thereafter be deemed to be Base Rate Loans and (iii) shall be
immediately due and payable on the date such Sharing Event has occurred) and (y)
all principal, accrued and unpaid interest and other amounts owing with respect
to such Euro Denominated Loans, Unpaid Drawings and Unreimbursed Payments shall
be immediately due and payable in Dollars, taking the Dollar Equivalent of such
principal, accrued and unpaid interest and other amounts. The occurrence of any
conversion of Euro Denominated Loans, Unpaid Drawing or Unreimbursed Payments to
Base Rate Loans as provided above in this Section 1.14(a) shall be deemed to
constitute, for purposes of Section 1.11, a prepayment of Loans before the last
day of any Interest Period relating thereto.

                                      -32-
<PAGE>

                  (b)      On the date of the occurrence of any Sharing Event,
(i) if any Multicurrency Facility Swingline Loans are outstanding, a Mandatory
Multicurrency Facility RL Borrowing shall be made by the respective
Multicurrency Facility Lenders in accordance with the provisions of Section
1.01(g), (ii) if any Dollar Facility Swingline Loans are outstanding, one or
more Mandatory Dollar Facility RL Borrowings shall be made in accordance with
the requirements of Section 1.01(h), (iii) if there have been any Drawings
pursuant to Letters of Credit which have not yet been reimbursed to the
respective Issuing Lender pursuant to Section 2A, the various L/C Participants
in the respective Letters of Credit shall make payments to the Issuing Lender
therefor in accordance with the requirements of Section 2A.04 and (iv) if there
have been any Bank Guaranty Payments pursuant to Bank Guaranties which have not
yet been reimbursed to the respective Bank Guaranty Issuer pursuant to Section
2B, the various B/G Participants in the respective Bank Guaranties shall make
payments to the Bank Guaranty Issuer therefor in accordance with the
requirements of Section 2B.04. Each Lender which is required to make payments
pursuant to the immediately preceding sentence shall be obligated to do so in
accordance with the terms of this Agreement. For purposes of making calculations
pursuant to the following provisions of this Section 1.14, such payments shall
be deemed to have been made on the date of the occurrence of the Sharing Event,
before making such calculations. Notwithstanding anything to the contrary
contained in the immediately preceding sentence, any Lender which has failed, or
fails, to make any payments required to be made by it as described in this
clause (b) (and/or the other relevant Sections of this Agreement) shall remain
obligated to make such payments, together with interest thereon, and shall be
obligated to the Swingline Lender, the respective Issuing Lender or the
respective Bank Guaranty Issuer, as the case may be, for any damages caused by
its delay or failure in making any payments required to be made by it as
described above.

                  (c)      On the date of the occurrence of a Sharing Event, the
following actions shall be required to occur: (i) the participations of the RL
Lenders in all then outstanding Letters of Credit shall be automatically
adjusted so that each RL Lender shall participate in each outstanding Letter of
Credit (whether a Multicurrency Facility Letter of Credit or Dollar Facility
Letter of Credit) in accordance with their RL Percentages, rather than their
Multicurrency Facility RL Percentages or their Dollar Facility RL Percentages,
as the case may be, (ii) the participations of the RL Lenders in all then
outstanding Bank Guaranties shall be automatically adjusted so that each RL
Lender shall participate in each outstanding Bank Guaranty in accordance with
their RL Percentages, rather than their Multicurrency Facility RL Percentages
and (iii) if the outstanding principal of all then outstanding Revolving Loans,
and Unpaid Drawings and Unreimbursed Payments theretofore paid, and owing to,
the respective RL Lender (after giving effect to the conversions and events
required by Sections 1.14(a) and (b)), is less than its RL Percentage of the
outstanding principal amount of all Revolving Loans and the aggregate amount of
all Unpaid Drawings and Unreimbursed Payments at such time, then such RL Lender
shall purchase, for cash in Dollars, participations from other RL Lenders in
their outstanding Revolving Loans, Unpaid Drawings and/or Unreimbursed Payments
so that, after giving effect to such purchases by all RL Lenders which are in
such position, each RL Lender shall have the same credit exposure (with respect
to Revolving Loans, Unpaid Drawings and Unreimbursed Payments), as a percentage
of its Revolving Loan Commitment (before giving effect to any termination or
reduction thereof at or prior to the occurrence of the respective Sharing
Event), as each other RL Lender. Any payments made after the date of the
respective Sharing Event pursuant to the preceding sentence shall be required to
be accompanied by

                                      -33-
<PAGE>

payments of interest (which shall be distributed by the Administrative Agent to
the respective Lender or Lenders entitled to receive the respective cash
payments) at the greater of the Federal Funds Rate or such rate as may be
determined by the Administrative Agent in accordance with banking industry
practice on interbank compensation. The foregoing purchases shall be
accomplished through purchases and sales of participations in the relevant
obligations as required above, and each Lender hereby agrees, at the request of
the Administrative Agent, to enter into customary participation agreements
approved by the Administrative Agent to effect the foregoing. All purchases of
sales of participating interests pursuant to this Section 1.14(d) shall be made
in Dollars. Promptly following the occurrence of a Sharing Event, the
Administrative Agent shall notify each RL Lender and shall specify the amount of
Dollars required from each RL Lender to effect the purchases and sales by the
various RL Lenders of participating interests in the amounts required above
(together with accrued interest with respect to the period for the most recent
payment date through the date of the Sharing Event plus any additional amounts
payable by the Borrowers pursuant to Section 4.04 in respect of such accrued and
unpaid interest). Promptly upon receipt of such request, each RL Lender required
to purchase participations as specified above shall deliver to the
Administrative Agent (in immediately available funds) Dollars in the amounts
specified by the Administrative Agent. The Administrative Agent shall promptly
deliver the amounts so received to the various RL Lenders who are selling
participations in such amounts as are needed to effect the purchases of
participations as provided above. Promptly following receipt thereof, each RL
Lender which had sold participations as provided above (through the
Administrative Agent) will deliver to each RL Lender (through the Administrative
Agent) which so purchased a participating interest in its Loans, Unpaid Drawings
or Unreimbursed Payments a participation certificate dated the date of such
purchase and in such amounts.

                  (d)      In the event that upon the occurrence of a Sharing
Event any Letter of Credit shall be outstanding and undrawn in whole or in part,
or there shall exist any Bank Guaranty Outstandings representing credit exposure
for events which have not then occurred, each RL Lender shall on the date of the
occurrence of such Sharing Event, and after giving effect to the purchases and
sales of participations on such date pursuant to preceding Section 1.14(c), but
before giving effect to the purchases and sales of participations on such date
pursuant to Section 1.14(e), promptly pay over to the Administrative Agent, in
immediately available funds in the currency in which such Letter of Credit is,
or Bank Guaranty Outstandings are, denominated, an amount equal to such RL
Lender's RL Percentage of such undrawn face amount or Bank Guaranty
Outstandings, as applicable, together with interest thereon (denominated in the
relevant currency) from the date of the Sharing Event to the date on which such
amount shall be paid to the Administrative Agent at a rate per annum equal to
that rate determined by the Administrative Agent in accordance with banking
industry rules or practice on interbank compensation. The Administrative Agent
shall establish a separate account or accounts for each RL Lender in an amount
equal to the amount received from such Lender pursuant to the preceding
sentence. The Administrative Agent shall have sole dominion and control over
each such account (each, a "Special Reserve Account"), and the amounts deposited
in each Special Reserve Account shall be held in such Special Reserve Account
until withdrawn as provided in clause (f), (g) or (h) below in this Section
1.14. The Administrative Agent shall maintain records enabling it to determine
the amounts paid over to it and deposited in the Special Reserve Accounts. As
amounts are drawn under outstanding Letters of Credit or Bank Guaranties in
respect of which amounts have been paid into the various Special Reserve
Accounts pursuant to

                                      -34-
<PAGE>

this Section 1.14(d), amounts shall be drawn ratably from the Special Reserve
Accounts of the various RL Lenders (in accordance with their RL Percentages) to
pay such amounts. The amounts paid to the Administrative Agent pursuant to this
clause (d) shall be held as a reserve against the Letter of Credit Outstandings
and/or Bank Guaranty Outstandings, as the case may be, shall not constitute
Loans or extensions of credit to either Borrower and shall not give rise to any
obligation on the part of either Borrower to pay interest to any Lender, it
being agreed that the Borrowers' reimbursement obligations (x) in respect of
Letters of Credit shall arise only at such times as drawings or payments are
made thereunder as provided in Section 2A.04 and (y) in respect of Bank
Guaranties shall arise only at such times as drawings or payments are made
thereunder as provided in Section 2B.04.

                  (e)      Upon the occurrence of a Sharing Event, but after
giving effect to the actions required to be taken pursuant to preceding clause
(a) through (d) (although any failure by any Lender to take the actions required
of it pursuant to said clauses shall not prevent the exchanges required hereby,
but the respective Lender shall continue to be obligated to perform its
obligations as required above and the Administrative Agent shall be authorized
to make any equitable adjustments as may be deemed necessary or desirable
pursuant to following clause (i) of this Section 1.14), the Lenders shall
automatically and without further action be deemed to have exchanged interests
in the respective Tranches of Loans (including, in the case of the Total
Revolving Loan Commitment, interests in each outstanding Letter of Credit, each
Unpaid Drawing, each Bank Guaranty and each Unreimbursed Payment) such that, in
lieu of the interests of each Lender in each Tranche, such Lender shall hold an
interest in all Tranches at such time (including, (x) in the case of the Total
Revolving Loan Commitment, an interest in each outstanding Letter of Credit,
each Unpaid Drawing, each Bank Guaranty and each Unreimbursed Payment and (y)
each Special Reserve Account established pursuant to Section 1.14(d) and all
amounts deposited therein from time to time or to be returned to the Lenders in
accordance with the provisions of Section 1.14(g)), whether or not such Lender
shall previously have participated therein, equal to such Lender's Exchange
Percentage thereof. The foregoing exchanges shall be accomplished automatically
pursuant to this clause (e) through purchases and sales of participations in the
various Tranches as required hereby, although at the request of the
Administrative Agent each Lender hereby agrees to enter into customary
participation agreements approved by the Administrative Agent to evidence same.
All purchases and sales of participating interests pursuant to this Section
1.14(e) shall be made in Dollars. At the request of the Administrative Agent,
each Lender which has sold participations in any of its Tranches and/or Special
Reserve Accounts as provided above (through the Administrative Agent) will
deliver to each Lender (through the Administrative Agent) which has so purchased
a participating interest therein a participation certificate in the appropriate
amount as determined in conjunction with the Administrative Agent. It is
understood that the amount of funds delivered by each Lender shall be calculated
on a net basis, giving effect to both the sales and purchases of participations
by the various Lenders as required above.

                  (f)      In the event that after the occurrence of a Sharing
Event any drawing or payment shall be made in respect of a Letter of Credit or
Bank Guaranty, the Administrative Agent shall, at the request of the respective
Issuing Lender or Bank Guaranty Issuer, withdraw from the Special Reserve
Account of each of the Lenders (in accordance with each Lender's RL Percentage)
any amounts, up to the amount of such drawing or payment, deposited in the
respective Special Reserve Account and remaining on deposit and deliver such
amounts to such

                                      -35-
<PAGE>

Issuing Lender or Bank Guaranty Issuer, as the case may be, in satisfaction of
the reimbursement obligations of the various RL Lenders under Section 2A.04(c)
or 2B.04(c), as the case may be (but not of the applicable Borrower under
Section 2A.05(a) or Section 2B.05(a), as the case may be). In the event that any
Lender shall default on its obligation to pay over any amount to the
Administrative Agent in respect of any Letter of Credit or Bank Guaranty as
provided in Section 1.14(d), the respective Issuing Lender or Bank Guaranty
Issuer shall, in the event of a drawing or payment thereunder, have a claim
against such Lender to the same extent as if such Lender had defaulted on its
obligations under Section 2A.04(c) or 2B.04(c), as the case may be, but shall
have no claim against any other Lender, notwithstanding the exchange of
interests in the applicable Borrower's reimbursement obligations pursuant to
Section 1.14(e). Each other Lender shall have a claim against such defaulting
Lender for any damages sustained by it as a result of such default.

                  (g)      In the event that after the occurrence of a Sharing
Event any Letter of Credit or Bank Guaranty shall terminate or expire undrawn or
unpaid upon, then, if and so long as the Administrative Agent determines (in its
reasonable discretion) that adequate funds remain on deposit in the Special
Reserve Accounts of the various RL Lenders to fund (without giving effect to the
purchases of participation pursuant to Section 1.14(e)) all remaining drawings
or payments which could come due in respect of outstanding Letters of Credit
and/or Bank Guaranties, the Administrative Agent shall withdraw from the Special
Reserve Account of each Lender the amount remaining on deposit therein in
respect of such Letter of Credit or Bank Guaranty (or in any case, such lesser
amount as the Administrative Agent reasonably determines can be distributed
without causing the amount on deposit from the various RL Lenders to be less
than the remaining exposure on outstanding Letters of Credit and Bank
Guaranties) and distribute such amount to such Lender, provided that, if such
amount is not denominated in Dollars, the Administrative Agent shall distribute
to each such Lender the Dollar Equivalent of such amount. All amounts received
by any Lender pursuant to this clause (g) shall, to the extent it has sold
participations therein in accordance with the requirements of Section 1.14(e),
be distributed by it to the various participants therein in accordance with
their participating interests.

                  (h)      Pending the withdrawal of any amounts from its
Special Reserve Account as contemplated above in this Section 1.14, the
Administrative Agent may, and shall, at the direction of the Required Lenders
and subject to such rules as the Administrative Agent may prescribe for the
avoidance of inconvenience, invest such amounts in Cash Equivalents.

                  (i)      All determinations by the Administrative Agent
pursuant to this Section 1.14 shall be made by it in accordance with the
provisions herein and with the intent being to equitably share the credit risk
for all Tranches hereunder in accordance with the provisions hereof. Absent
manifest error, all determinations by the Administrative Agent hereunder shall
be binding on the Borrowers and each of the Lenders. The Administrative Agent
shall have no liability to either Borrower or Lender hereunder for any
determinations made by it hereunder except to the extent resulting from the
Administrative Agent's gross negligence or willful misconduct (as determined by
a court of competent jurisdiction in a final and non-appealable decision).

                  (j)      Upon, and after, the occurrence of a Sharing Event
(i) no further Credit Events shall be made or occur, (ii) all amounts from time
to time accruing with respect to, and all

                                      -36-
<PAGE>

amounts from time to time payable on account of, Euro Denominated Loans
(including, without limitation, any interest and other amounts which were
accrued but unpaid on the date of such Sharing Event) shall be payable in
Dollars (taking the Dollar Equivalents of all such amounts on the date of the
occurrence of the respective Sharing Event, with all calculations for periods
after the Sharing Event being made as if the respective such Loan had originally
been made in Dollars) and shall be distributed by the Administrative Agent for
the account of the Lenders which made such Loans or are participating therein
and (iii) all Revolving Loan Commitments of all the RL Lenders shall be
automatically terminated. Notwithstanding anything to the contrary contained
above, the failure of any Lender to purchase its participating interests as
required above in any extensions of credit upon the occurrence of a Sharing
Event shall not relieve any other Lender of its obligation hereunder to purchase
its participating interests in a timely manner, but no Lender shall be
responsible for the failure of any other Lender to purchase the participating
interest to be purchased by such other Lender on any date.

                  (k)      If any amount required to be paid by any Lender
pursuant to this Section 1.14 is not paid to the Administrative Agent on the
date upon which the Sharing Event occurred, such Lender shall, in addition to
such aforementioned amount, also pay to the Administrative Agent on demand an
amount equal to the product of (i) the amount so required to be paid by such
Lender for the purchase of its participations, (ii) the daily average Federal
Funds Rate, during the period from and including the date of request for payment
to the date on which such payment is immediately available to the Administrative
Agent and (iii) a fraction the numerator of which is the number of days that
elapsed during such period and the denominator of which is 360. A certificate of
the Administrative Agent submitted to any Lender with respect to any amounts
payable under this Section 1.14 shall be conclusive in the absence of manifest
error. Amounts payable by any Lender pursuant to this Section 1.14 shall be paid
to the Administrative Agent for the account of the relevant Lenders, provided
that, if the Administrative Agent (in its sole discretion) has elected to fund
on behalf of such other Lender the amounts owing to such other Lenders, then the
amounts shall be paid to the Administrative Agent for its own account.

                  (l)      Whenever, at any time after the relevant Lenders have
received from any other Lenders purchases of participations pursuant to this
Section 1.14, the various Lenders receive any payment on account thereof, such
Lenders will distribute to the Administrative Agent, for the account of the
various Lenders participating therein, such Lenders' participating interests in
such amounts (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such participations were outstanding) in
like funds as received, provided, however, that in the event that such payment
received by any Lenders is required to be returned, the Lenders who received
previous distributions in respect of their participating interests therein will
return to the respective Lenders any portion thereof previously so distributed
to them in like funds as such payment is required to be returned by the
respective Lenders.

                  (m)      Each Lender's obligation to purchase participating
interests pursuant to this Section 1.14 shall be absolute and unconditional and
shall not be affected by any circumstance including, without limitation, (i) any
setoff, counterclaim, recoupment, defense or other right which such Lender may
have against any other Lender, Holdings, either Borrower or any other Person for
any reason whatsoever, (ii) the occurrence or continuance of an Event of
Default, (iii) any adverse change in the condition (financial or otherwise) of
Holdings, either Borrower or any other Person, (iv) any breach of this Agreement
by Holdings, either Borrower,

                                      -37-
<PAGE>

any Lender or any other Person, or (v) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.

                  (n)      Notwithstanding anything to the contrary contained
elsewhere in this Agreement, upon any purchase of participations as required
above, (i) each Lender which has purchased such participations shall be entitled
to receive from the relevant Borrower any increased costs and indemnities
(including, without limitation, pursuant to Sections 1.11, 1.12, 2A.06, 2B.06
and 4.04) directly from such Borrower to the same extent as if it were the
direct Lender as opposed to a participant therein, which increased costs shall
be calculated without regard to Section 1.13, Section 13.04(a) or the
penultimate sentence of Section 13.04(b) and (ii) each Lender which has sold
such participations shall be entitled to receive from the relevant Borrower
indemnification from and against any and all taxes imposed as a result of the
sale of the participations pursuant to this Section 1.14. Each Borrower
acknowledges and agrees that, upon the occurrence of a Sharing Event and after
giving effect to the requirements of this Section 1.14, increased Taxes may be
owing by it pursuant to Section 4.04, which Taxes shall be paid (to the extent
provided in Section 4.04) by the respective Borrower or Borrowers, without any
claim that the increased Taxes are not payable because same resulted from the
participations effected as otherwise required by this Section 1.14.

                  1.15 Incremental Term Loan Commitments. (a) So long as the
Incremental Loan Commitment Request Requirements are satisfied at the time of
the delivery of the request referred to below, each Borrower shall have the
right, in consultation and coordination with the Administrative Agent as to all
of the matters set forth below in this Section 1.15, but without requiring the
consent of any of the Lenders, to request at any time and from time to time
after the Third Amendment Effective Date and prior to the date which is 12
months prior to the Tranche C Term Loan Maturity Date, that one or more Lenders
(and/or one or more other Persons which are Eligible Transferees and which will
become Lenders) provide Incremental Term Loan Commitments to such Borrower and,
subject to the terms and conditions contained in this Agreement and in the
respective Incremental Term Loan Commitment Agreement, make Incremental Term
Loans pursuant thereto; it being understood and agreed, however, that (i) no
Lender shall be obligated to provide an Incremental Term Loan Commitment as a
result of any such request by such Borrower, and until such time, if any, as
such Lender has agreed in its sole discretion to provide an Incremental Term
Loan Commitment and executed and delivered to the Administrative Agent an
Incremental Term Loan Commitment Agreement as provided in clause (b) of this
Section 1.15, such Lender shall not be obligated to fund any Incremental Term
Loans, (ii) any Lender (including any Eligible Transferee who will become a
Lender) may so provide an Incremental Term Loan Commitment without the consent
of any other Lender, (iii) each Tranche of Incremental Term Loan Commitments
shall be made available to a single Incremental Term Loan Borrower and shall be
denominated in Dollars, (iv) the amount of each Tranche of Incremental Term Loan
Commitments shall be in a minimum aggregate amount for all Lenders which provide
an Incremental Term Loan Commitment under such Tranche of Incremental Term Loans
(including Eligible Transferees who will become Lenders) of at least (I)
$25,000,000 and in integral multiples of $5,000,000 in excess thereof, in the
case of Incremental Term Loans to be made pursuant to a new Tranche of
Incremental Term Loans and (II) $5,000,000 and in integral multiples of
$1,000,000 in excess thereof, in the case of Incremental Term Loans to be made
pursuant to (and to constitute a part of) an existing Tranche of Incremental
Term Loans or to the outstanding Tranche of Tranche C Term Loans as contemplated
by the proviso in the first

                                      -38-
<PAGE>

sentence of Section 1.15(c) below, (v) the aggregate amount of all Incremental
Term Loan Commitments provided pursuant to this Section 1.15, when combined with
the aggregate amount of all Incremental Multicurrency Facility Revolving Loan
Commitments provided pursuant to Section 1.16 and the aggregate amount of all
Incremental Dollar Facility Revolving Loan Commitments provided pursuant to
Section 1.17, shall not exceed the Maximum Incremental Commitment Amount (it
being understood and agreed, however, to the extent that any such Incremental
Term Loan Commitments are obtained but later expire, terminate or are
voluntarily reduced in each case without being utilized, the amount of such
Incremental Term Loan Commitments so expired, terminated or voluntarily reduced
may again be available to be obtained under this Section 1.15 within the limits
set forth herein), (vi) the up-front fees and, if applicable, any unutilized
commitment fees and/or other fees, payable in respect of each Incremental Term
Loan Commitment shall be separately agreed to by Holdings, the respective
Incremental Term Loan Borrower and each Incremental Term Loan Lender (and with
all such fees to be disclosed by Holdings to the Administrative Agent), (vii)
each Tranche of Incremental Term Loans shall have (I) an Incremental Term Loan
Maturity Date of no earlier than the Tranche C Term Loan Maturity Date and (II)
a Weighted Average Life to Maturity of no less than the Weighted Average Life to
Maturity as then in effect for the Tranche C Term Loans, (viii) the proceeds of
all Incremental Term Loans shall be used only for the purposes permitted by
Section 7.05(a), (ix) each Incremental Term Loan Commitment Agreement shall
specifically designate, with the approval of the Administrative Agent, the
Tranche of the Incremental Term Loan Commitments being provided thereunder
(which Tranche shall be a new Tranche (i.e., not the same as any existing
Tranche of Incremental Term Loans, Incremental Term Loan Commitments or other
Term Loans) unless the requirements of Section 1.15(c) are satisfied), (x) all
Incremental Term Loans (and all interest, fees and other amounts payable
thereon) shall be Obligations under this Agreement and the other applicable
Credit Documents and shall be secured by the relevant Security Agreements, and
guaranteed under each relevant Guaranty, on a pari passu basis with all other
Loans secured by each such Security Agreement and guaranteed under each such
Guaranty, and (xi) each Lender (including any Eligible Transferee who will
become a Lender) agreeing to provide an Incremental Term Loan Commitment
pursuant to an Incremental Term Loan Commitment Agreement shall, subject to the
satisfaction of the relevant conditions set forth in this Agreement, make
Incremental Term Loans under the Tranche specified in such Incremental Term Loan
Commitment Agreement as provided in Section 1.01(j) and such Loans shall
thereafter be deemed to be Incremental Term Loans under such Tranche for all
purposes of this Agreement and the other applicable Credit Documents.

                  (b)      At the time of the provision of Incremental Term Loan
Commitments pursuant to this Section 1.15, the respective Incremental Term Loan
Borrower, the Administrative Agent and each such Lender or other Eligible
Transferee which agrees to provide an Incremental Term Loan Commitment (each, an
"Incremental Term Loan Lender") shall execute and deliver to the Administrative
Agent an Incremental Term Loan Commitment Agreement substantially in the form of
Exhibit R (appropriately completed), with the effectiveness of the Incremental
Term Loan Commitment provided therein to occur on the date set forth in such
Incremental Term Loan Commitment Agreement, which date in any event shall be no
earlier than the date on which (w) all fees required to be paid in connection
therewith at the time of such effectiveness shall have been paid (including,
without limitation, any agreed upon up-front or arrangement fees owing to the
Administrative Agent), (x) all Incremental Loan Commitment Requirements are
satisfied, (y) all other conditions set forth in this Section 1.15

                                      -39-
<PAGE>

shall have been satisfied, and (z) all other conditions precedent that may be
set forth in such Incremental Term Loan Commitment Agreement shall have been
satisfied. The Administrative Agent shall promptly notify each Lender as to the
effectiveness of each Incremental Term Loan Commitment Agreement, and at such
time, (i) Schedule I shall be deemed modified to reflect the revised Incremental
Term Loan Commitments of the affected Lenders and (ii) to the extent requested
by any Incremental Term Loan Lender, Incremental Term Notes will be issued at
the respective Incremental Term Loan Borrower's expense, to such Incremental
Term Loan Lender, to be in conformity with the requirements of Section 1.05
(with appropriate modification) to the extent needed to reflect the new
Incremental Term Loans made by such Incremental Term Loan Lender.

                  (c)      Notwithstanding anything to the contrary contained
above in this Section 1.15, the Incremental Term Loan Commitments provided by an
Incremental Term Loan Lender or Incremental Term Loan Lenders, as the case may
be, pursuant to each Incremental Term Loan Commitment Agreement shall constitute
a new Tranche, which shall be separate and distinct from the existing Tranches
pursuant to this Agreement (with a designation which may be made in letters
(i.e., A, B, C, etc.), numbers (1, 2, 3, etc.) or a combination thereof (i.e.,
A-1, A-2, B-1, B-2, C-1, C-2, etc.), provided that, with the consent of the
Administrative Agent, the parties to a given Incremental Term Loan Commitment
Agreement may specify therein that the respective Incremental Term Loans made
pursuant thereto shall constitute part of, and be added to, an existing Tranche
of Incremental Term Loans or to the outstanding Tranche of Tranche C Term Loans,
in either case so long as the following requirements are satisfied:

                  (i)      the Incremental Term Loans to be made pursuant to
         such Incremental Term Loan Commitment Agreement shall have the same
         Borrower, shall have the same Maturity Date and shall have the same
         Applicable Margins as the Tranche of Term Loans to which the new
         Incremental Term Loans are being added;

                  (ii)     the new Incremental Term Loans shall have the same
         Scheduled Repayment dates as then remain with respect to the Tranche to
         which such new Incremental Term Loans are being added (with the amount
         of each Term Loan Scheduled Repayment applicable to such new
         Incremental Term Loans to be the same (on a proportionate basis) as is
         theretofore applicable to the Tranche to which such new Incremental
         Term Loans are being added, thereby increasing the amount of each then
         remaining Term Loan Scheduled Repayment of the respective Tranche
         proportionately; and

                  (iii)    on the date of the making of such new Incremental
         Term Loans, and notwithstanding anything to the contrary set forth in
         Section 1.09, such new Incremental Term Loans shall be added to (and
         form part of) each Borrowing of outstanding Term Loans of the
         respective Tranche on a pro rata basis (based on the relative sizes of
         the various outstanding Borrowings), so that each Lender will
         participate proportionately in each then outstanding Borrowing of Term
         Loans of the respective Tranche.

To the extent the provisions of preceding clause (iii) require that Lenders
making new Incremental Term Loans add such Incremental Term Loans to the then
outstanding Borrowings of Eurodollar Loans of such Tranche, it is acknowledged
that the effect thereof may result in

                                      -40-
<PAGE>

such new Incremental Term Loans having short Interest Periods (i.e., an Interest
Period that began during an Interest Period then applicable to outstanding
Eurodollar Loans of such Tranche and which will end on the last day of such
Interest Period). In connection therewith, the respective Incremental Term Loan
Borrower may agree, in the respective Incremental Term Loan Commitment
Agreement, to compensate the Lenders making the new Incremental Term Loans of
the respective Tranche for funding Eurodollar Loans during an existing Interest
Period on such basis as may be agreed by such Incremental Term Loan Borrower and
the respective Lender or Lenders.

                  1.16 Incremental Multicurrency Facility Revolving Loan
Commitments. (a) So long as the Incremental Loan Commitment Request Requirements
are satisfied at the time of the delivery of the request referred to below, the
Borrowers shall have the right, in consultation and coordination with the
Administrative Agent as to all of the matters set forth below in this Section
1.16, but without requiring the consent of any of the Lenders, to request at any
time and from time to time after the Third Amendment Effective Date and prior to
the date which is 12 months prior to the Revolving Loan Maturity Date, that one
or more Lenders (and/or one or more other Persons which are Eligible Transferees
and which will become Lenders as provided below) provide Incremental
Multicurrency Facility Revolving Loan Commitments and, subject to the applicable
terms and conditions contained in this Agreement, make Multicurrency Facility
Revolving Loans pursuant thereto; it being understood and agreed, however, that
(i) no Lender shall be obligated to provide an Incremental Multicurrency
Facility Revolving Loan Commitment as a result of any such request by the
Borrowers, and until such time, if any, as such Lender has agreed in its sole
discretion to provide an Incremental Multicurrency Facility Revolving Loan
Commitment and executed and delivered to the Administrative Agent an Incremental
Multicurrency Facility RL Commitment Agreement in respect thereof as provided in
clause (b) of this Section 1.16, such Lender shall not be obligated to fund any
Multicurrency Facility Revolving Loans in excess of its Multicurrency Facility
Revolving Loan Commitment as in effect prior to giving effect to such
Incremental Multicurrency Facility Revolving Loan Commitment provided pursuant
to this Section 1.16, (ii) any Lender (including any Eligible Transferee who
will become a Lender) may so provide an Incremental Multicurrency Facility
Revolving Loan Commitment without the consent of any other Lender, (iii) each
provision of Incremental Multicurrency Facility Revolving Loan Commitments on a
given date pursuant to this Section 1.16 shall be in a minimum aggregate amount
(for all Lenders (including any Eligible Transferee who will become a Lender))
of at least $5,000,000 and in integral multiples of $1,000,000 in excess
thereof, (iv) the aggregate amount of all Incremental Multicurrency Facility
Revolving Loan Commitments provided pursuant to this Section 1.16, when combined
with the aggregate amount of all Incremental Term Loan Commitments provided
pursuant to Section 1.15 and the aggregate amount of all Incremental Dollar
Facility Revolving Loan Commitments provided pursuant to Section 1.17, shall not
exceed the Maximum Incremental Commitment Amount, (v) all Incremental
Multicurrency Facility Revolving Loans (and all interest, fees and other amounts
payable thereon) shall be Obligations under this Agreement and the other
applicable Credit Documents and shall be secured by the relevant Security
Agreements, and guaranteed under each relevant Guaranty, on a pari passu basis
with all other Obligations secured by each such Security Agreement and
guaranteed under each such Guaranty and (vi) all actions taken by the Borrowers
pursuant to this Section 1.16 shall be done in coordination with the
Administrative Agent.

                                      -41-
<PAGE>

                  (b)      At the time of the provision of Incremental
Multicurrency Facility Revolving Loan Commitments pursuant to this Section 1.16,
each Borrower, the Administrative Agent and each such Lender or other Eligible
Transferee which agrees to provide an Incremental Multicurrency Facility
Revolving Loan Commitment (each, an "Incremental Multicurrency Facility RL
Lender") shall execute and deliver to the Administrative Agent an Incremental
Multicurrency Facility RL Commitment Agreement substantially in the form of
Exhibit S (appropriately completed), with the effectiveness of such Incremental
RL Lender's Incremental Multicurrency Facility Revolving Loan Commitment to
occur on the date set forth in such Incremental Multicurrency Facility RL
Commitment Agreement, which date in any event shall be no earlier than the date
on which (w) all fees required to be paid in connection therewith at the time of
such effectiveness shall have been paid (including, without limitation, any
agreed upon up-front or arrangement fees owing to the Administrative Agent), (x)
all Incremental Loan Commitment Requirements are satisfied, (y) all other
conditions set forth in this Section 1.16 shall have been satisfied, and (z) all
other conditions precedent that may be set forth in such Incremental
Multicurrency Facility RL Commitment Agreement shall have been satisfied. The
Administrative Agent shall promptly notify each Lender as to the effectiveness
of each Incremental Multicurrency Facility RL Commitment Agreement, and at such
time, (i) the Total Multicurrency Facility Revolving Loan Commitment under, and
for all purposes of, this Agreement shall be increased by the aggregate amount
of such Incremental Multicurrency Facility Revolving Loan Commitments, (ii)
Schedule I shall be deemed modified to reflect the revised Multicurrency
Facility Revolving Loan Commitments of the affected Lenders and (iii) to the
extent requested by any Incremental RL Lender, Multicurrency Facility Revolving
Notes will be issued at the Borrowers' expense, to such Incremental RL Lender,
to be in conformity with the requirements of Section 1.05 (with appropriate
modification) to the extent needed to reflect the new Incremental Multicurrency
Facility Revolving Loans made by such Incremental RL Lender.

                  (c)      At the time of any provision of Incremental
Multicurrency Facility Revolving Loan Commitments pursuant to this Section 1.16,
the Borrowers shall, in coordination with the Administrative Agent, repay
outstanding Multicurrency Facility Revolving Loans of certain of the
Multicurrency Facility RL Lenders, and incur additional Multicurrency Facility
Revolving Loans from certain other Multicurrency Facility RL Lenders (including
the Incremental Multicurrency Facility RL Lenders), in each case to the extent
necessary so that all of the Multicurrency Facility RL Lenders participate in
each outstanding Borrowing of Multicurrency Facility Revolving Loans pro rata on
the basis of their respective Multicurrency Facility Revolving Loan Commitments
(after giving effect to any increase in the Total Multicurrency Facility
Revolving Loan Commitment pursuant to this Section 1.16) and with the Borrowers
being jointly and severally obligated to pay to the respective Multicurrency
Facility RL Lenders any costs of the type referred to in Section 1.11 in
connection with any such repayment and/or Borrowing.

                  1.17 Incremental Dollar Facility Revolving Loan Commitments.
(a) So long as the Incremental Loan Commitment Request Requirements are
satisfied at the time of the delivery of the request referred to below, the
Borrowers shall have the right, in consultation and coordination with the
Administrative Agent as to all of the matters set forth below in this Section
1.17, but without requiring the consent of any of the Lenders, to request at any
time and from time to time after the Third Amendment Effective Date and prior to
the date which is 12 months

                                      -42-
<PAGE>

prior to the Revolving Loan Maturity Date, that one or more Lenders (and/or one
or more other Persons which are Eligible Transferees and which will become
Lenders as provided below) provide Incremental Dollar Facility Revolving Loan
Commitments and, subject to the applicable terms and conditions contained in
this Agreement, make Dollar Facility Revolving Loans pursuant thereto; it being
understood and agreed, however, that (i) no Lender shall be obligated to provide
an Incremental Dollar Facility Revolving Loan Commitment as a result of any such
request by the Borrowers, and until such time, if any, as such Lender has agreed
in its sole discretion to provide an Incremental Dollar Facility Revolving Loan
Commitment and executed and delivered to the Administrative Agent an Incremental
Dollar Facility RL Commitment Agreement in respect thereof as provided in clause
(b) of this Section 1.17, such Lender shall not be obligated to fund any Dollar
Facility Revolving Loans in excess of its Dollar Facility Revolving Loan
Commitment as in effect prior to giving effect to such Incremental Dollar
Facility Revolving Loan Commitment provided pursuant to this Section 1.17, (ii)
any Lender (including any Eligible Transferee who will become a Lender) may so
provide an Incremental Dollar Facility Revolving Loan Commitment without the
consent of any other Lender, (iii) each provision of Incremental Dollar Facility
Revolving Loan Commitments on a given date pursuant to this Section 1.17 shall
be in a minimum aggregate amount (for all Lenders (including any Eligible
Transferee who will become a Lender)) of at least $ 5,000,000 and in integral
multiples of $1,000,000 in excess thereof, (iv) the aggregate amount of all
Incremental Dollar Facility Revolving Loan Commitments provided pursuant to this
Section 1.17, when combined with the aggregate amount of all Incremental Term
Loan Commitments provided pursuant to Section 1.15 and the aggregate amount of
all Incremental Multicurrency Facility Revolving Loan Commitments provided
pursuant to Section 1.16, shall not exceed the Maximum Incremental Commitment
Amount, (v) all Incremental Dollar Facility Revolving Loans (and all interest,
fees and other amounts payable thereon) shall be Obligations under this
Agreement and the other applicable Credit Documents and shall be secured by the
relevant Security Agreements, and guaranteed under each relevant Guaranty, on a
pari passu basis with all other Obligations secured by each such Security
Agreement and guaranteed under each such Guaranty and (vi) all actions taken by
the Borrowers pursuant to this Section 1.17 shall be done in coordination with
the Administrative Agent.

                  (b)      At the time of the provision of Incremental Dollar
Facility Revolving Loan Commitments pursuant to this Section 1.17, each
Borrower, the Administrative Agent and each such Lender or other Eligible
Transferee which agrees to provide an Incremental Dollar Facility Revolving Loan
Commitment (each, an "Incremental Dollar Facility RL Lender") shall execute and
deliver to the Administrative Agent an Incremental Dollar Facility RL Commitment
Agreement substantially in the form of Exhibit T (appropriately completed), with
the effectiveness of such Incremental RL Lender's Incremental Dollar Facility
Revolving Loan Commitment to occur on the date set forth in such Incremental
Dollar Facility RL Commitment Agreement, which date in any event shall be no
earlier than the date on which (w) all fees required to be paid in connection
therewith at the time of such effectiveness shall have been paid (including,
without limitation, any agreed upon up-front or arrangement fees owing to the
Administrative Agent), (x) all Incremental Loan Commitment Requirements are
satisfied, (y) all other conditions set forth in this Section 1.17 shall have
been satisfied, and (z) all other conditions precedent that may be set forth in
such Incremental Dollar Facility RL Commitment Agreement shall have been
satisfied. The Administrative Agent shall promptly notify each Lender as to the
effectiveness of each Incremental Dollar Facility RL Commitment Agreement,

                                      -43-
<PAGE>

and at such time, (i) the Total Dollar Facility Revolving Loan Commitment under,
and for all purposes of, this Agreement shall be increased by the aggregate
amount of such Incremental Dollar Facility Revolving Loan Commitments, (ii)
Schedule I shall be deemed modified to reflect the revised Dollar Facility
Revolving Loan Commitments of the affected Lenders and (iii) to the extent
requested by any Incremental RL Lender, Dollar Facility Revolving Notes will be
issued at the Borrowers' expense, to such Incremental RL Lender, to be in
conformity with the requirements of Section 1.05 (with appropriate modification)
to the extent needed to reflect the new Incremental Dollar Facility Revolving
Loans made by such Incremental RL Lender.

                  (c)      At the time of any provision of Incremental Dollar
Facility Revolving Loan Commitments pursuant to this Section 1.17, the Borrowers
shall, in coordination with the Administrative Agent, repay outstanding Dollar
Facility Revolving Loans of certain of the Dollar Facility RL Lenders, and incur
additional Dollar Facility Revolving Loans from certain other Dollar Facility RL
Lenders (including the Incremental Dollar Facility RL Lenders), in each case to
the extent necessary so that all of the Dollar Facility RL Lenders participate
in each outstanding Borrowing of Dollar Facility Revolving Loans pro rata on the
basis of their respective Dollar Facility Revolving Loan Commitments (after
giving effect to any increase in the Total Dollar Facility Revolving Loan
Commitment pursuant to this Section 1.17) and with the Borrowers being jointly
and severally obligated to pay to the respective Dollar Facility RL Lenders any
costs of the type referred to in Section 1.11 in connection with any such
repayment and/or Borrowing.

                  SECTION 2A. Letters of Credit.

                  2A.01 Letters of Credit. (a) Subject to and upon the terms and
conditions herein set forth, a Borrower may request an Issuing Lender, at any
time and from time to time on and after the Initial Borrowing Date and prior to
the fifth Business Day (or the 30th day in the case of Trade Letters of Credit)
preceding the Revolving Loan Maturity Date, to issue, (x) for the account of the
U.S. Borrower (in the case of requests made by it) or the account of the Bermuda
Borrower (in the case of requests made by it) and for the benefit of any holder
(or any trustee, agent or other similar representative for any such holders) of
L/C Supportable Indebtedness of the respective Account Party or any of its or
their Subsidiaries, irrevocable standby letters of credit in a form customarily
used by such Issuing Lender or in such other form as has been approved by such
Issuing Lender (each such standby letter of credit, a "Standby Letter of
Credit") in support of such L/C Supportable Indebtedness and (y) for the account
of the respective Account Party and for the benefit of sellers of goods to the
respective Account Party or any of its or their Subsidiaries in the ordinary
course of business, irrevocable sight trade letters of credit in a form
customarily used by such Issuing Lender or in such other form as has been
approved by such Issuing Lender (each such trade letter of credit, a "Trade
Letter of Credit", and each such Standby Letter of Credit and Trade Letter of
Credit, a "Letter of Credit" and collectively, the "Letters of Credit"). All
Letters of Credit shall be issued on a sight basis only. Each Letter of Credit
shall constitute either (x) a Multicurrency Facility Letter of Credit, in which
case such Letter of Credit shall be deemed to constitute a utilization of the
Multicurrency Facility Revolving Loan Commitments and shall, subject to the
provisions of Section 1.14 if a Sharing Event occurs, be participated in (as
more fully described in following Section 2A.04(a)) by the Multicurrency
Facility RL Lenders in accordance with their respective Multicurrency Facility
RL Percentages or (y) a Dollar Facility Letter of Credit, in which case such
Letter of

                                      -44-
<PAGE>

Credit shall be deemed to constitute a utilization of the Dollar Facility
Revolving Loan Commitments and shall, subject to the provisions of Section 1.14
if a Sharing Event occurs, be participated in (as more fully described in
following Section 2A.04(a)) by the Dollar Facility RL Lenders in accordance with
their respective Dollar Facility RL Percentages. All Multicurrency Facility
Letters of Credit shall be denominated in Dollars, Euros or Sterling and shall
be issued for the account of the U.S. Borrower or the Bermuda Borrower. All
Dollar Facility Letters of Credit shall be denominated in Dollars and shall be
issued for the account of the U.S. Borrower or the Bermuda Borrower. Each
Multicurrency Facility Letter of Credit shall constitute either a U.S. Borrower
Multicurrency Facility Letter of Credit or a Bermuda Borrower Multicurrency
Facility Letter of Credit. Each Dollar Facility Letter of Credit shall
constitute either a U.S. Borrower Dollar Facility Letter of Credit or a Bermuda
Borrower Dollar Facility Letter of Credit. The Bermuda Borrower shall have no
liability with respect to any U.S. Borrower Multicurrency Facility Letter of
Credit or any U.S. Borrower Dollar Facility Letter of Credit which may be issued
to the U.S. Borrower.

                  (b)      Subject to and upon the terms and conditions set
forth herein, each Issuing Lender hereby agrees that it will, at any time and
from time to time on and after the Initial Borrowing Date and prior to the fifth
Business Day (or the 30th day in the case of Trade Letters of Credit) preceding
the Revolving Loan Maturity Date, following its receipt of the respective Letter
of Credit Request, issue for the account of the respective Account Party one or
more Letters of Credit, (x) in the case of Trade Letters of Credit, in support
of trade obligations of the respective Account Party or any of its or their
Subsidiaries that arise in the ordinary course of business or (y) in the case of
Standby Letters of Credit, in support of such L/C Supportable Indebtedness as is
permitted to remain outstanding without giving rise to a Default or Event of
Default hereunder; provided that the respective Issuing Lender shall be under no
obligation to issue any Letter of Credit if at the time of such issuance:

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

                  (ii)     such Issuing Lender shall have received written
         notice from any Credit Agreement Party or the Required Lenders prior to
         the issuance of such Letter of Credit of the type described in clause
         (ix) of Section 2A.01(c) or the last sentence of Section 2A.03(b); or

                  (iii)    a Lender Default exists with respect to any RL
         Lender, unless the Issuing Lender has entered into arrangements
         satisfactory to it and the respective Account Party to eliminate such
         Issuing Lender's risk with respect to the Lender which is the subject
         of

                                      -45-
<PAGE>

         the Lender Default, including by cash collateralizing (in Dollars or
         Euros, as appropriate) such Lender's relevant Dollar Facility RL
         Percentage or Multicurrency Facility RL Percentage, as the case may be,
         of the Dollar Facility Letter of Credit Outstandings or Multicurrency
         Facility Letter of Credit Outstandings, as the case may be.

                  (c)      Notwithstanding the foregoing, (i) no Multicurrency
Facility Letter of Credit shall be issued the Stated Amount of which, when added
to the sum of (x) the Multicurrency Facility Letter of Credit Outstandings
(exclusive of Unpaid Drawings which are repaid on the date of, and prior to the
issuance of, the respective Multicurrency Facility Letter of Credit) at such
time and (y) the Bank Guaranty Outstandings (exclusive of Unreimbursed Payments
which are repaid on the date of, and prior to the issuance of, the respective
Bank Guaranty) at such time, would exceed 75% of the Total Multicurrency
Facility Revolving Loan Commitment as in effect on such date, (ii) no Dollar
Facility Letter of Credit shall be issued the Stated Amount of which, when added
to the Dollar Facility Letter of Credit Outstandings (exclusive of Unpaid
Drawings which are repaid on the date of, and prior to the issuance of, the
respective Dollar Facility Letter of Credit) at such time, would exceed 75% of
the Total Dollar Facility Revolving Loan Commitment as in effect on such date,
(iii) no Multicurrency Facility Letter of Credit shall be issued at any time
when the Aggregate Multicurrency Facility RL Exposure exceeds (or would after
giving effect to such issuance exceed) the Total Multicurrency Facility
Revolving Loan Commitment at such time, (iv) no Dollar Facility Letter of Credit
shall be issued at any time when the Aggregate Dollar Facility RL Exposure
exceeds (or would after giving effect to such issuance exceed) the Total Dollar
Facility Revolving Loan Commitment at such time, (v) no Bermuda Borrower Dollar
Facility Letter of Credit shall be issued at any time when the Aggregate Bermuda
Borrower Dollar Facility RL Exposure exceeds (or would after giving effect to
such issuance exceed) 50% of the Total Dollar Facility Revolving Loan Commitment
as then in effect, (vi) no U.S. Borrower Multicurrency Facility Letter of Credit
shall be issued at any time when the Aggregate U.S. Borrower Multicurrency
Facility RL Exposure exceeds (or would after giving effect to such issuance
exceed) 50% of the Total Multicurrency Facility Revolving Loan Commitment as
then in effect, (vii) (x) each Standby Letter of Credit shall by its terms
terminate on or before the date which occurs 12 months after the date of the
issuance thereof (although any such Standby Letter of Credit may be extendable
for successive periods of up to 12 months, but not beyond the fifth Business Day
preceding the Revolving Loan Maturity Date, on terms acceptable to the Issuing
Lender thereof), provided that each Existing Sterling Letter of Credit
incorporated as a Standby Letter of Credit hereunder pursuant to Section
2A.01(e) shall by its terms terminate on or before the date which occurs 14
months after the date of the "issuance" thereof and may be extendable for
successive periods of up to 12 months, but not beyond the fifth Business Day
preceding the Revolving Loan Maturity Date, on terms acceptable to the Issuing
Lender thereof and (y) each Trade Letter of Credit shall by its terms terminate
on or before the date occurring not later than 180 days after such Trade Letter
of Credit's date of issuance, (viii) (x) no Standby Letter of Credit shall have
an expiry date occurring later than the fifth Business Day preceding the
Revolving Loan Maturity Date and (y) no Trade Letter of Credit shall have an
expiry date occurring later than 30 days prior to the Revolving Loan Maturity
Date, (ix) (x) each Multicurrency Facility Letter of Credit shall be denominated
in Euros, Dollars or Sterling and (y) each Dollar Facility Letter of Credit
shall be denominated in Dollars and (x) no Issuing Lender will issue any Letter
of Credit after it has received written notice from any Credit Agreement Party
or the Required Lenders stating that a Default or an Event of Default exists
until such time as such Issuing Lender shall have received a

                                      -46-
<PAGE>

written notice of (x) rescission of such notice from the party or parties
originally delivering the same or (y) a waiver of such Default or Event of
Default by the Required Lenders.

                  (d)      Part A of Schedule XI hereto contains a description
of certain letters of credit issued pursuant to certain existing letter of
credit agreements and outstanding on the Effective Date (and setting forth, with
respect to each such letter of credit, (i) the name of the issuing lender, (ii)
the letter of credit number, (iii) the name(s) of the account party or account
parties, (iv) the stated amount (including the currency in which such letter of
credit is denominated, which shall be Dollars or Euros), (v) the name of the
beneficiary, (vi) the expiry date and (vii) whether such letter of credit
constitutes a standby letter of credit or a trade letter of credit). Each such
letter of credit, including any extension or renewal thereof (each, as amended
from time to time in accordance with the terms thereof and hereof, an "Existing
Letter of Credit") shall (x) if denominated in Euros, constitute a "Bermuda
Borrower Multicurrency Facility Letter of Credit" for all purposes of this
Agreement, issued, for purposes of Section 2A.04(a), on the Initial Borrowing
Date and (y) if denominated in U.S. Dollars, constitute a "U.S. Borrower Dollar
Facility Letter of Credit" (if issued for the account of the U.S. Borrower) or a
"Bermuda Borrower Dollar Facility Letter of Credit" (if issued for the account
of the Bermuda Borrower) for all purposes of this Agreement, issued, for
purposes of Section 2A.04(a), on the Initial Borrowing Date. Any Lender
hereunder which has issued an Existing Letter of Credit shall constitute an
"Issuing Lender" for all purposes of this Agreement.

                  (e)      Part C of Schedule XI hereto contains a description
of certain letters of credit issued by certain Lenders (or affiliates thereof)
pursuant to certain existing letter of credit agreements and outstanding on the
Third Amendment Effective Date (and setting forth, with respect to each such
letter of credit, (i) the name of the issuing lender, (ii) the letter of credit
number, (iii) the name(s) of the account party or account parties, (iv) the
stated amount (including the currency in which such letter of credit is
denominated, which shall be Sterling), (v) the name of the beneficiary, (vi) the
expiry date and (vii) whether such letter of credit constitutes a standby letter
of credit or a trade letter of credit). Each such letter of credit, including
any extension or renewal thereof (each, as amended from time to time in
accordance with the terms thereof and hereof, an "Existing Sterling Letter of
Credit") shall constitute a "U.S. Borrower Multicurrency Facility Letter of
Credit" for all purposes of this Agreement, issued, for purposes of Section
2A.04(a), on the Third Amendment Effective Date. Any Lender (or affiliate
thereof) hereunder which has issued an Existing Sterling Letter of Credit shall
constitute an "Issuing Lender" for all purposes of this Agreement.

                  2A.02 Minimum Stated Amount. The Stated Amount of each Letter
of Credit upon issuance shall be not less than (x) in the case of a Dollar
Denominated Letter of Credit, $250,000, (y) in the case of a Euro Denominated
Letter of Credit, (euro)250,000 and (z) in the case of a Sterling Denominated
Letter of Credit, (pound)150,000, or in each case such lesser amount as is
reasonably acceptable to the respective Issuing Lender.

                  2A.03 Letter of Credit Requests. (a) Whenever an Account Party
desires that a Letter of Credit be issued for its account, such Account Party
shall give the Administrative Agent (at the appropriate Notice Office) and the
respective Issuing Lender at least 3 days' (or such shorter period as is
acceptable to such Issuing Lender in any given case) written notice prior to the
proposed date of issuance (which shall be a Business Day). Each notice shall be
in the form

                                      -47-
<PAGE>

of Exhibit C-1 (each, a "Letter of Credit Request"), including without
limitation by specifying whether the requested Letter of Credit shall constitute
a U.S. Borrower Multicurrency Facility Letter of Credit, a Bermuda Borrower
Multicurrency Facility Letter of Credit, a U.S. Borrower Dollar Facility Letter
of Credit or a Bermuda Borrower Dollar Facility Letter of Credit and the
Available Currency in which the requested Letter of Credit is to be denominated.
Each Letter of Credit Request shall include any other documents as such Issuing
Lender customarily requires in connection therewith.

                  (b)      The making of each Letter of Credit Request shall be
deemed to be a representation and warranty by the U.S. Borrower or the Bermuda
Borrower, as the case may be, that such Letter of Credit may be issued in
accordance with, and will not violate the requirements of, Section 2A.01(c).
Unless the respective Issuing Lender has received notice from the Required
Lenders before it issues a Letter of Credit that one or more of the applicable
conditions specified in Section 5 or 6, as the case may be, are not then
satisfied, or that the issuance of such Letter of Credit would violate Section
2A.01(c), then such Issuing Lender may issue the requested Letter of Credit for
the account of the respective Account Party in accordance with such Issuing
Lender's usual and customary practices.

                  2A.04 Letter of Credit Participations. (a) Immediately upon
the issuance by any Issuing Lender of any Letter of Credit, such Issuing Lender
shall be deemed to have sold and transferred to (i) in the case of a
Multicurrency Facility Letter of Credit, each Multicurrency Facility RL Lender
and (ii) in the case of a Dollar Facility Letter of Credit, each Dollar Facility
RL Lender (each such Lender with respect to any Letter of Credit, in its
capacity under this Section 2A.04, a "L/C Participant"), and each such L/C
Participant shall be deemed irrevocably and unconditionally to have purchased
and received from such Issuing Lender, without recourse or warranty, an
undivided interest and participation, in a percentage equal to (x) in the case
of a Multicurrency Facility Letter of Credit, such L/C Participant's
Multicurrency Facility RL Percentage or (y) in the case of a Dollar Facility
Letter of Credit, such L/C Participant's Dollar Facility RL Percentage, in such
Multicurrency Facility Letter of Credit or Dollar Facility Letter of Credit, as
the case may be, each Drawing made thereunder and the obligations of the
respective Borrower under this Agreement with respect thereto (although Letter
of Credit Fees shall be payable directly to the Administrative Agent for the
account of the Multicurrency Facility RL Lenders or Dollar Facility RL Lenders,
as the case may be, as provided in Section 3.01(b) and the L/C Participants
shall have no right to receive any portion of any Facing Fees with respect to
any such Letters of Credit) and any security therefor or guaranty pertaining
thereto. Upon any change in (x) the Multicurrency Facility Revolving Loan
Commitments and, as a result thereof the Multicurrency Facility RL Percentages,
of the Multicurrency Facility RL Lenders pursuant to Section 1.13, 1.16 or
13.04, it is hereby agreed that, with respect to all outstanding Multicurrency
Facility Letters of Credit and Unpaid Drawings relating thereto, there shall be
an automatic adjustment to the participations pursuant to this Section 2A.04 to
reflect the new Multicurrency Facility RL Percentages of the Multicurrency
Facility RL Lenders and (y) the Dollar Facility Revolving Loan Commitments and,
as a result thereof the Dollar Facility RL Percentages, of the Dollar Facility
RL Lenders pursuant to Sections 1.13, 1.17 or 13.04, it is hereby agreed that
with respect to all outstanding Dollar Facility Letters of Credit and Unpaid
Drawings relating thereto, there shall be an automatic adjustment to the
participations pursuant to this Section 2A.04 to reflect the new Dollar Facility
RL Percentages of the Dollar Facility RL Lenders. With respect to each Letter of
Credit from time to time outstanding, the percentage

                                      -48-
<PAGE>

participations therein of the various Multicurrency Facility RL Lenders (in the
case of a Multicurrency Facility Letter of Credit) or Dollar Facility RL Lenders
(in the case of a Dollar Facility Letter of Credit) calculated as provided above
in this Section 2A.04(a) are herein called the "L/C Participation Percentages"
of the various Multicurrency Facility RL Lenders or Dollar Facility RL Lenders,
as the case may be, in such Letters of Credit. All calculations of the L/C
Participation Percentages shall be made from time to time by the Administrative
Agent, which calculations shall be conclusive absent manifest error. In addition
to the adjustments contemplated above, upon the occurrence of a Sharing Event,
in accordance with the provisions of Section 1.14(d), the "L/C Participation
Percentages" of the RL Lenders shall be adjusted, so that each RL Lender shall
participate in each outstanding Letter of Credit (whether a Multicurrency
Facility Letter of Credit or a Dollar Facility Letter of Credit) in accordance
with its RL Percentage, in each case as more fully described in Section 1.14(d).
In any instance described in the immediately preceding sentence, each RL Lender
shall be a L/C Participant with respect to each Letter of Credit and its L/C
Participation Percentage in each Letter of Credit shall be determined by the
Administrative Agent in accordance with the relevant provisions of Section
1.14(d). Furthermore, upon the occurrence of a Sharing Event and as more fully
set forth in Section 1.14, additional sub-participations may be required to be
granted by the various RL Lenders in their participations in outstanding Letters
of Credit, in each case in accordance with, and subject to the provisions of,
Section 1.14.

                  (b)      In determining whether to pay under any Letter of
Credit, the respective Issuing Lender shall have no obligation relative to the
other Lenders other than to confirm that any documents required to be delivered
under such Letter of Credit appear to have been delivered and that they appear
to substantially comply on their face with the requirements of such Letter of
Credit. Any action taken or omitted to be taken by any Issuing Lender under or
in connection with any Letter of Credit issued by it if taken or omitted in the
absence of gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision), shall not create
for such Issuing Lender any resulting liability to any Account Party or any
Lender.

                  (c)      In the event that any Issuing Lender makes any
payment or disbursement under any Letter of Credit issued by it and the
respective Account Party shall not have reimbursed such amount in full to such
Issuing Lender pursuant to Section 2A.05(a), such Issuing Lender shall promptly
notify the Administrative Agent, which shall promptly notify each L/C
Participant therein (i.e., (A) if no Sharing Event has occurred, either (x) the
Multicurrency Facility RL Lenders in the case of a Multicurrency Facility Letter
of Credit or (y) the Dollar Facility RL Lenders in the case of a Dollar Facility
Letter of Credit or (B) if a Sharing Event has occurred, each RL Lender) of such
failure, and each L/C Participant therein shall promptly and unconditionally pay
to the Administrative Agent for the account of such Issuing Lender the amount of
such L/C Participant's L/C Participation Percentage (as relates to the
respective Letter of Credit) of the respective Unpaid Drawing (with the amount
thereof and the currency in which same is owing to be calculated in accordance
with the provisions of Section 2A.05(a)) in Dollars (or, to the extent the
respective Unpaid Drawing is, in accordance with Section 2A.05(a), to be
reimbursed by the respective Account Party in Euros, in Euros) and in same day
funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York
time) on any Business Day, any L/C Participant required to fund an Unpaid
Drawing under a Letter of Credit, such L/C Participant shall make available to
the Administrative Agent at the Payment Office for the

                                      -49-
<PAGE>

account of the respective Issuing Lender, in Dollars (or in Euros to the extent
the respective Unpaid Drawing is required to be paid by the respective Account
Party in Euros pursuant to the provisions of Section 2A.05(a)), such L/C
Participant's L/C Participation Percentage (as relates to the respective Letter
of Credit) of the amount of such payment on such Business Day in same day funds.
If and to the extent that, for any reason, such L/C Participant shall not have
made its L/C Participation Percentage of the amount of such payment available to
the Administrative Agent for the account of the respective Issuing Lender, such
L/C Participant agrees to pay to the Administrative Agent for the account of
such Issuing Lender, forthwith on demand such amount, together with interest
thereon, for each day from the date the respective Unpaid Drawing occurred until
the date such amount is paid to the Administrative Agent for the account of such
Issuing Lender at the overnight Federal Funds Rate (or, in the case of amounts
owed in Euros, at the Overnight Euro Rate), provided that if any L/C Participant
does not make available to the Administrative Agent any amounts required to be
made available by it as described above within 2 Business Days after the
respective L/C Participant has been notified by the Administrative Agent or the
respective Issuing Lender to make such amounts available, then the respective
L/C Participant shall pay interest on the amounts demanded of it at the same
rates payable from time to time by the respective Account Party on the
respective Unpaid Drawings pursuant to Section 2A.05(a). The failure of any L/C
Participant to make available to the Administrative Agent for the account of the
respective Issuing Lender its relevant L/C Participation Percentage of any
payment under any Letter of Credit issued by it shall not relieve any other L/C
Participant in the respective Letter of Credit of its obligation hereunder to
make available to the Administrative Agent for the account of such Issuing
Lender its relevant L/C Participation Percentage of any such Letter of Credit on
the date required, as specified above, but no L/C Participant shall be
responsible for the failure of any other L/C Participant to make available to
the Administrative Agent for the account of such Issuing Lender such other L/C
Participant's relevant L/C Participation Percentage of any such payment.

                  (d)      Whenever any Issuing Lender receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of such Issuing Lender any payments from the L/C Participants
pursuant to clause (c) above, such Issuing Lender shall pay to the
Administrative Agent and the Administrative Agent shall promptly pay each L/C
Participant which has paid its relevant L/C Participation Percentage thereof, in
Dollars (or in Euros in the case of payments to be made in Euros pursuant to
Section 2A.05(a)) and in same day funds, an amount equal to such L/C
Participant's share (based on the proportionate aggregate amount funded by such
L/C Participant to the aggregate amount funded by all L/C Participants) of the
principal amount of such reimbursement obligation and interest thereon accruing
after the purchase of the respective participations.

                  (e)      Each Issuing Lender shall, promptly after the
issuance of, or amendment or modification to, a Standby Letter of Credit, give
the Administrative Agent and the respective Account Party written notice of such
issuance, amendment or modification, as the case may be, and such notice shall
be accompanied by a copy of such Standby Letter of Credit, such amendment or
such modification, as the case may be. Promptly upon receipt of such notice, the
Administrative Agent shall notify each L/C Participant, in writing, of such
issuance, amendment or modification and if any L/C Participant shall so request,
the Administrative Agent shall furnish said L/C Participant with a copy of such
Standby Letter of Credit, such amendment or such modification, as the case may
be.

                                      -50-
<PAGE>

                  (f)      Each Issuing Lender (other than DBAG) shall deliver
to the Administrative Agent, promptly on the first Business Day of each week, by
facsimile transmission, the aggregate daily Stated Amount available to be drawn
under the outstanding Trade Letters of Credit issued by such Issuing Lender for
the previous week.

                  (g)      The obligations of the L/C Participants to make
payments to the Administrative Agent for the account of the respective Issuing
Lender with respect to Letters of Credit issued by it shall be irrevocable and
not subject to counterclaim, set-off or other defense or any other qualification
or exception whatsoever and shall be made in accordance with the terms and
conditions of this Agreement under all circumstances, including, without
limitation, any of the following circumstances:

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

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

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

                  (iv)     the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

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

provided that the L/C Participants shall not be obligated to reimburse such
Issuing Lender for any wrongful payment made by such Issuing Lender under a
Letter of Credit issued by it as a result of deliberate acts or omissions
constituting willful misconduct or gross negligence on the part of such Issuing
Lender (as determined by a court of competent jurisdiction in a final and
non-appealable decision). Any action taken or omitted to be taken by any Issuing
Lender under or in connection with any Letter of Credit shall not create for
such Issuing Lender any resulting liability to the L/C Participants or any other
Person unless such action is taken or omitted to be taken with gross negligence
or willful misconduct (as determined by a court of competent jurisdiction in a
final and non-appealable decision).

                  2A.05 Agreement to Repay Letter of Credit Drawings. (a) The
U.S. Borrower hereby agrees (in the case of U.S. Borrower Multicurrency Facility
Letters of Credit and U.S. Borrower Dollar Facility Letters of Credit), and the
Bermuda Borrower hereby agrees (in the case of Bermuda Borrower Multicurrency
Facility Letters of Credit and Bermuda Borrower Dollar Facility Letters of
Credit), to reimburse the respective Issuing Lender, by making

                                      -51-
<PAGE>

payment in Dollars (in the case of all Dollar Denominated Letters of Credit and
Sterling Denominated Letters of Credit or, after a Sharing Event, all Letters of
Credit) or Euros (in the case of Euro Denominated Letters of Credit at any time
prior to a Sharing Event) to the Administrative Agent in immediately available
funds at the Payment Office (or by making the payment directly to such Issuing
Lender at such location as may otherwise have been agreed upon by the respective
Account Party and such Issuing Lender), for any payment or disbursement (in the
case of any such payment or disbursement under (x) any Sterling Denominated
Letter of Credit, taking the Dollar Equivalent of the amount of the respective
payment or disbursement on the date upon which the respective payment or
disbursement is made and (y) any Euro Denominated Letter of Credit which is
unpaid on the date of the occurrence of a Sharing Event, or which payments or
disbursements are made thereafter, taking the Dollar Equivalent of the amount of
the respective payment or disbursement made in Euros as such Dollar Equivalent
is determined on the first date upon which the respective Sharing Event occurs
or, if later, the date upon which the respective payment or disbursement is
made) made by such Issuing Lender under any Letter of Credit issued by it (each
such amount so paid until reimbursed, an "Unpaid Drawing"), not later than the
third Business Day after the Administrative Agent or the Issuing Lender notifies
the respective Borrower of such payment or disbursement, with interest on the
amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed
prior to 1:00 P.M. (New York time), on the date of such payment or disbursement,
from and including the date paid or disbursed to but excluding the date such
Issuing Lender is reimbursed by the U.S. Borrower or the Bermuda Borrower, as
the case may be, therefor at a rate per annum which shall be (x) in the case of
Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit and
other amounts owing in Dollars after the occurrence of a Sharing Event, the Base
Rate in effect from time to time plus the Applicable Margin for Multicurrency
Facility Revolving Loans (in the case of Multicurrency Facility Letters of
Credit) or Dollar Facility Revolving Loans (in the case of Dollar Facility
Letters of Credit) in each case maintained as Base Rate Loans, as in effect from
time to time and (y) in the case of Euro Denominated Letters of Credit for
periods occurring prior to the occurrence of a Sharing Event, the Overnight Euro
Rate in effect from time to time plus the Applicable Margin for Euro Denominated
Revolving Loans as in effect from time to time plus any Mandatory Costs,
provided, however, to the extent such amounts are not reimbursed prior to 1:00
P.M. (New York time) on the third Business Day following notice to the
respective Account Party by the Administrative Agent or the respective Issuing
Lender of such payment or disbursement, interest shall thereafter accrue on the
amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the
respective Account Party) at a rate per annum which shall be (x) in the case of
Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit and
other amounts owing in Dollars after the occurrence of a Sharing Event, the Base
Rate in effect from time to time plus the Applicable Margin for Multicurrency
Facility Revolving Loans (in the case of Multicurrency Facility Letters of
Credit) or Dollar Facility Revolving Loans (in the case of Dollar Facility
Letters of Credit) in each case maintained as Base Rate Loans, as in effect from
time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit
for periods occurring prior to the occurrence of a Sharing Event, the Overnight
Euro Rate in effect from time to time plus the Applicable Margin for Euro
Denominated Revolving Loans as in effect from time to time plus any Mandatory
Costs plus 2%, in each such case, with interest to be payable on demand,
provided further, that it is understood and agreed, however, that the notices
referred to above in this clause (a) and in the immediately preceding proviso
shall not be required to be

                                      -52-
<PAGE>

given if a Default or an Event of Default under Section 10.05 shall have
occurred and be continuing (in which case the Unpaid Drawings shall be due and
payable immediately without presentment, demand, protest or notice of any kind
(all of which are hereby waived by each Credit Party) and shall bear interest at
the rate provided in the foregoing proviso on and after the third Business Day
following the respective Drawing). The respective Issuing Lender shall give the
respective Account Party prompt notice of each Drawing under any Letter of
Credit, provided that the failure to give, or any delay in giving, any such
notice shall in no way affect, impair or diminish the respective Account Party's
obligations under this Agreement.

                  (b)      The obligations of the U.S. Borrower (with respect to
U.S. Borrower Multicurrency Facility Letters of Credit and U.S. Borrower Dollar
Facility Letters of Credit) and the obligations of the Bermuda Borrower (with
respect to Bermuda Borrower Multicurrency Facility Letters of Credit and Bermuda
Borrower Dollar Facility Letters of Credit) under this Section 2A.05 to
reimburse the respective Issuing Lender with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances and irrespective of any setoff, counterclaim or
defense to payment which the respective Account Party may have or have had
against any Lender (including in its capacity as Issuing Lender or as L/C
Participant), including, without limitation, any defense based upon the failure
of any drawing under a Letter of Credit (each, a "Drawing") to conform to the
terms of such Letter of Credit or any nonapplication or misapplication by the
beneficiary of the proceeds of such Drawing, the respective Issuing Lender's
only obligation to the respective Account Party being to confirm that any
documents required to be delivered under such Letter of Credit appear to have
been delivered and that they appear to substantially comply on their face with
requirements of such Letter of Credit; provided, however, that no Account Party
shall be obligated to reimburse any Issuing Lender for any wrongful payment made
by such Issuing Lender under a Letter of Credit issued by it as a result of
deliberate acts or omissions constituting willful misconduct or gross negligence
on the part of such Issuing Lender (as determined by a court of competent
jurisdiction in a final and non-appealable decision). Any action taken or
omitted to be taken by any Issuing Lender under or in connection with any Letter
of Credit shall not create for such Issuing Lender any resulting liability to
any Account Party unless such action is taken or admitted to be taken with gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).

                  2A.06 Increased Costs. If after the Effective Date, any
Issuing Lender or any L/C Participant determines in good faith that the adoption
or effectiveness after the Effective Date of any applicable law, rule or
regulation, order, guideline or request or any change therein, or any change
after the Effective Date in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Issuing Lender or
any L/C Participant with any request or directive (whether or not having the
force of law) by any such authority, central bank or comparable agency shall
either (i) impose, modify or make applicable any reserve, deposit, capital
adequacy or similar requirement against Letters of Credit issued by such Issuing
Lender or such L/C Participant's participation therein, or (ii) impose on any
Issuing Lender or any L/C Participant any other conditions directly or
indirectly affecting this Agreement, any Letter of Credit or such L/C
Participant's participation therein; and the result of any of the foregoing is
to increase the cost to such Issuing Lender or such L/C Participant of issuing,
maintaining or participating in any Letter of Credit, or to reduce the amount of
any sum received or receivable

                                      -53-
<PAGE>

by such Issuing Lender or such L/C Participant hereunder or reduce the rate of
return on its capital with respect to Letters of Credit, then, upon written
demand to the U.S. Borrower or the Bermuda Borrower, as the case may be, by such
Issuing Lender or such L/C Participant (a copy of which notice shall be sent by
such Issuing Lender or such L/C Participant to the Administrative Agent),
accompanied by the certificate described in the last sentence of this Section
2A.06, the U.S. Borrower or the Bermuda Borrower, as the case may be, shall pay
to such Issuing Lender or such L/C Participant for such increased cost or
reduction. A certificate submitted to the relevant Borrower by such Issuing
Lender or such L/C Participant, as the case may be (a copy of which certificate
shall be sent by such Issuing Lender or such L/C Participant to the
Administrative Agent), setting forth in reasonable detail the basis for the
determination of such additional amount or amounts necessary to compensate such
Issuing Lender or such L/C Participant as aforesaid shall be final and
conclusive and binding on such Borrower absent manifest error, although the
failure to deliver any such certificate shall not release or diminish such
Borrower's obligations to pay additional amounts pursuant to this Section 2A.06
upon subsequent receipt of such certificate.

                  SECTION 2B. Bank Guaranties.

                  2B.01 Bank Guaranties. (a) Subject to and upon the terms and
conditions herein set forth, a Borrower may request a Bank Guaranty Issuer, at
any time and from time to time on and after the Initial Borrowing Date and prior
to the tenth Business Day preceding the Revolving Loan Maturity Date, to issue,
for the account of the U.S. Borrower (in the case of requests made by it) or the
account of the Bermuda Borrower (in the case of requests made by it) and for the
benefit of any holder (or any trustee, agent or other similar representative for
any such holders) of B/G Supportable Indebtedness of the respective Account
Party or any of its or their Wholly-Owned Subsidiaries, a bank guaranty in a
form customarily used by such Bank Guaranty Issuer or in such other form as has
been approved by such Bank Guaranty Issuer (each such bank guaranty, a "Bank
Guaranty" and collectively, the "Bank Guaranties") in support of such B/G
Supportable Indebtedness (it being understood and agreed that (i) the form of
Bank Guaranties shall be subject to the respective Bank Guaranty Issuer's
internal policies and procedures for the issuance of bank guaranties and to
applicable local law restrictions and regulations and (ii) each Bank Guaranty
Issuer may request the respective Account Party to accept such Bank Guaranty
Issuer's general business conditions specifically applicable to its bank
guaranty business prior to the issuance of any Bank Guaranty). Each Bank
Guaranty shall constitute a utilization of the Multicurrency Facility Revolving
Loan Commitments and shall, subject to the provisions of Section 1.14 if a
Sharing Event occurs, be participated in (as more fully described in following
Section 2B.04(a)) by the Multicurrency Facility RL Lenders in accordance with
their respective Multicurrency Facility RL Percentages. All Bank Guaranties
shall be denominated in Dollars, Euros or Sterling and shall expressly provide
the maximum amount that may be paid thereunder. Each Bank Guaranty shall
constitute either a U.S. Borrower Bank Guaranty or a Bermuda Borrower Bank
Guaranty. The Bermuda Borrower shall have no liability with respect to any U.S.
Borrower Bank Guaranty which may be issued to the U.S. Borrower.

                  (b)      Subject to and upon the terms and conditions set
forth herein, each Bank Guaranty Issuer hereby agrees that it will, at any time
and from time to time on and after the Initial Borrowing Date and prior to the
tenth Business Day preceding the Revolving Loan Maturity Date, following its
receipt of the respective Bank Guaranty Request, issue for the

                                      -54-
<PAGE>

account of the U.S. Borrower or the Bermuda Borrower, as the case may be, one or
more Bank Guaranties, in support of such B/G Supportable Indebtedness as is
permitted to remain outstanding without giving rise to a Default or Event of
Default hereunder; provided that the respective Bank Guaranty Issuer shall be
under no obligation to issue any Bank Guaranty if at the time of such issuance:

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

                  (ii)     such Bank Guaranty Issuer shall have received written
         notice from any Credit Agreement Party or the Required Lenders prior to
         the issuance of such Bank Guaranty of the type described in clause
         (vii) of Section 2B.01(c) or the last sentence of Section 2B.03(b); or

                  (iii)    a Lender Default exists with respect to any RL
         Lender, unless the Bank Guaranty Issuer has entered into arrangements
         satisfactory to it and the respective Account Party to eliminate such
         Bank Guaranty Issuer's risk with respect to the Lender which is the
         subject of the Lender Default, including by cash collateralizing (in
         Dollars or Euros, as appropriate) such Lender's Multicurrency Facility
         RL Percentage of the Bank Guaranty Outstandings.

                  (c)      Notwithstanding the foregoing, (i) no Bank Guaranty
shall be issued the Face Amount of which, when added to the sum of (x) the Bank
Guaranty Outstandings (exclusive of Unreimbursed Payments which are repaid on
the date of, and prior to the issuance of, the respective Bank Guaranty) at such
time and (y) the Multicurrency Facility Letter of Credit Outstandings (exclusive
of Unpaid Drawings which are repaid on the date of, and prior to the issuance
of, the respective Multicurrency Facility Bank Guaranty) at such time, would
exceed 75% of the Total Multicurrency Facility Revolving Loan Commitment as then
in effect, (ii) no Bank Guaranty shall be issued at any time when the Aggregate
Multicurrency Facility RL Exposure exceeds (or would after giving effect to such
issuance exceed) the Total Multicurrency Facility Revolving Loan Commitment at
such time, (iii) no U.S. Borrower Bank Guaranty shall be issued at any time when
the Aggregate U.S. Borrower Multicurrency Facility RL Exposure exceeds (or would
after giving effect to such issuance exceed) 50% of the Total Multicurrency
Facility Revolving Loan Commitment as then in effect, (iv) each Bank Guaranty
shall by its terms terminate on or before the date which occurs 12 months after
the date of the issuance thereof (although any such Bank Guaranty may be
extendable for successive periods of up to 12 months, but not beyond the tenth
Business Day preceding the Revolving Loan Maturity Date, on

                                      -55-
<PAGE>

terms acceptable to the Bank Guaranty Issuer thereof), provided, however, that a
Bank Guaranty shall not be required to terminate by its terms on or before the
twelve month anniversary of the date of issuance thereof if the respective
Account Party reasonably determines that the intended beneficiary of such Bank
Guaranty will not permit same to terminate as otherwise provided above, (v) no
Bank Guaranty shall have an expiry date occurring later than the tenth Business
Day preceding the Revolving Loan Maturity Date, provided, however, that a Bank
Guaranty shall not be required to have an expiry date as otherwise required
above if the respective Account Party reasonably determines that the beneficiary
of such Bank Guaranty will not accept a Bank Guaranty with an expiry date, (vi)
each Bank Guaranty shall be denominated in Euros, Dollars or Sterling and (vii)
no Bank Guaranty Issuer will issue any Bank Guaranty after it has received
written notice from any Credit Agreement Party or the Required Lenders stating
that a Default or an Event of Default exists until such time as such Bank
Guaranty Issuer shall have received a written notice of (x) rescission of such
notice from the party or parties originally delivering the same or (y) a waiver
of such Default or Event of Default by the Required Lenders.

                  (d)      Part B of Schedule XI hereto contains a description
of certain bank guaranties issued pursuant to certain existing bank guaranty
agreements and outstanding on the Effective Date (and setting forth, with
respect to each such bank guaranty, (i) the name of the bank guaranty issuer,
(ii) the face amount (including the currency in which such bank guaranty is
denominated, which shall be Dollars or Euros), (iii) the name of the
beneficiary, and (iv) the expiry date (if any)). Each such bank guaranty,
including any extension or renewal thereof (each, as amended from time to time
in accordance with the terms thereof and hereof, an "Existing Bank Guaranty")
shall constitute a "Bermuda Borrower Bank Guaranty" for all purposes of this
Agreement, issued, for purposes of Section 2B.04(a), on the Initial Borrowing
Date. Any Lender hereunder (and any of such Lender's Affiliates and/or branches)
which has issued an Existing Bank Guaranty shall constitute a "Bank Guaranty
Issuer" for all purposes of this Agreement.

                  2B.02 Minimum Face Amount. The Face Amount of each Bank
Guaranty upon issuance shall be not less than (x) in the case of a Dollar
Denominated Bank Guaranty, $250,000, (y) in the case of a Euro Denominated Bank
Guaranty, E250,000 and (z) in the case of a Sterling Denominated Bank
Guaranty, L150,000, or in each case such lesser amount as is acceptable to
the respective Bank Guaranty Issuer.

                  2B.03 Bank Guaranty Requests. (a) Whenever an Account Party
desires that a Bank Guaranty be issued for its account, such Account Party shall
give the Administrative Agent (at the appropriate Notice Office) and the
respective Bank Guaranty Issuer at least 3 days' (or such shorter period as is
acceptable to such Bank Guaranty Issuer in any given case) written notice prior
to the proposed date of issuance (which shall be a Business Day). Each notice
shall be in the form of Exhibit C-2 (each, a "Bank Guaranty Request"), including
without limitation whether the requested Bank Guaranty shall constitute a U.S.
Borrower Bank Guaranty or a Bermuda Borrower Bank Guaranty and by specifying the
Available Currency in which the requested Bank Guaranty is to be denominated.
Each Bank Guaranty Request shall include any other documents as such Bank
Guaranty Issuer customarily requires in connection therewith.

                  (b)      The making of each Bank Guaranty Request shall be
deemed to be a representation and warranty by the the U.S. Borrower or the
Bermuda Borrower, as the case may

                                      -56-
<PAGE>

be, that such Bank Guaranty may be issued in accordance with, and will not
violate the requirements of, Section 2B.01(c). Unless the respective Bank
Guaranty Issuer has received notice from the Required Lenders before it issues a
Bank Guaranty that one or more of the applicable conditions specified in Section
5 or 6, as the case may be, are not then satisfied, or that the issuance of such
Bank Guaranty would violate Section 2B.01(c), then such Bank Guaranty Issuer may
issue the requested Bank Guaranty for the account of the the U.S. Borrower or
the Bermuda Borrower, as the case may be, in accordance with such Bank Guaranty
Issuer's usual and customary practices.

                  2B.04 Bank Guaranty Participations. (a) Immediately upon the
issuance by any Bank Guaranty Issuer of any Bank Guaranty, such Bank Guaranty
Issuer shall be deemed to have sold and transferred to each Multicurrency
Facility RL Lender (each such Lender with respect to any Bank Guaranty, in its
capacity under this Section 2B.04, a "B/G Participant"), and each such B/G
Participant shall be deemed irrevocably and unconditionally to have purchased
and received from such Bank Guaranty Issuer, without recourse or warranty, an
undivided interest and participation, in a percentage equal to such B/G
Participant's Multicurrency Facility RL Percentage, in such Bank Guaranty, each
Bank Guaranty Payment made thereunder and the obligations of the respective
Account Party under this Agreement with respect thereto (although Bank Guaranty
Fees shall be payable directly to the Administrative Agent for the account of
the Multicurrency Facility RL Lenders as provided in Section 3.01(e) and the B/G
Participants shall have no right to receive any portion of any administrative
fees with respect to any such Bank Guaranties) and any security therefor or
guaranty pertaining thereto. Upon any change in the Multicurrency Facility
Revolving Loan Commitments and, as a result thereof the Multicurrency Facility
RL Percentages, of the Multicurrency Facility RL Lenders pursuant to Section
1.13, 1.16 or 13.04, it is hereby agreed that, with respect to all outstanding
Bank Guaranties and Unreimbursed Payments relating thereto, there shall be an
automatic adjustment to the participations pursuant to this Section 2B.04 to
reflect the new Multicurrency Facility RL Percentages of the Multicurrency
Facility RL Lenders. With respect to each Bank Guaranty from time to time
outstanding, the percentage participations therein of the various Multicurrency
Facility RL Lenders calculated as provided above in this Section 2B.04(a) are
herein called the "B/G Participation Percentages" of the various Multicurrency
Facility RL Lenders in such Bank Guaranties. All calculations of the B/G
Participation Percentages shall be made from time to time by the Administrative
Agent, which calculations shall be conclusive absent manifest error. In addition
to the adjustments contemplated above, upon the occurrence of a Sharing Event,
in accordance with the provisions of Section 1.14(d), the "B/G Participation
Percentages" of the RL Lenders shall be adjusted, so that each RL Lender shall
participate in each outstanding Bank Guaranty in accordance with its RL
Percentage, in each case as more fully described in Section 1.14(d). In any
instance described in the immediately preceding sentence, each RL Lender shall
be a B/G Participant with respect to each Bank Guaranty and its B/G
Participation Percentage in each Bank Guaranty shall be determined by the
Administrative Agent in accordance with the relevant provisions of Section
1.14(d). Furthermore, upon the occurrence of a Sharing Event and as more fully
set forth in Section 1.14, additional sub-participations may be required to be
granted by the various RL Lenders in their participations in outstanding Bank
Guaranties, in each case in accordance with, and subject to the provisions of,
Section 1.14.

                  (b)      In determining whether to pay under any Bank
Guaranty, the respective Bank Guaranty Issuer shall have no obligation relative
to the other Lenders other than to confirm

                                      -57-
<PAGE>

that any documents required to be delivered under such Bank Guaranty appear to
have been delivered and that they appear to substantially comply on their face
with the requirements of such Bank Guaranty. Any action taken or omitted to be
taken by any Bank Guaranty Issuer under or in connection with any Bank Guaranty
issued by it if taken or omitted in the absence of gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable decision), shall not create for such Bank Guaranty Issuer any
resulting liability to the respective Account Party or any Lender.

                  (c)      In the event that any Bank Guaranty Issuer makes any
payment or disbursement under any Bank Guaranty issued by it and the respective
Account Party shall not have reimbursed such amount in full to such Bank
Guaranty Issuer pursuant to Section 2B.05(a), such Bank Guaranty Issuer shall
promptly notify the Administrative Agent, which shall promptly notify each B/G
Participant therein (i.e., (A) if no Sharing Event has occurred, the
Multicurrency Facility RL Lenders or (B) a Sharing Event has occurred, each RL
Lender) of such failure, and each B/G Participant therein shall promptly and
unconditionally pay to the Administrative Agent for the account of such Bank
Guaranty Issuer the amount of such B/G Participant's B/G Participation
Percentage (as relates to the respective Bank Guaranty) of the respective
Unreimbursed Payment (with the amount thereof and the currency in which same is
owing to be calculated in accordance with the provisions of Section 2B.05(a)) in
Dollars (or, to the extent the respective Unreimbursed Payment is, in accordance
with Section 2B.05(a), to be reimbursed by the respective Account Party in
Euros, in Euros) and in same day funds. If the Administrative Agent so notifies,
prior to 11:00 A.M. (New York time) on any Business Day, any B/G Participant
required to fund an Unreimbursed Payment under a Bank Guaranty, such B/G
Participant shall make available to the Administrative Agent at the Payment
Office for the account of the respective Bank Guaranty Issuer, in Dollars (or in
Euros to the extent the respective Unreimbursed Payment is required to be paid
by the respective Account Party in Euros pursuant to the provisions of Section
2B.05(a)), such B/G Participant's B/G Participation Percentage (as relates to
the respective Bank Guaranty) of the amount of such payment on such Business Day
in same day funds. If and to the extent that, for any reason, such B/G
Participant shall not have made its B/G Participation Percentage of the amount
of such payment available to the Administrative Agent for the account of the
respective Bank Guaranty Issuer, such B/G Participant agrees to pay to the
Administrative Agent for the account of such Bank Guaranty Issuer, forthwith on
demand such amount, together with interest thereon, for each day from the date
the respective Unreimbursed Payment occurred until the date such amount is paid
to the Administrative Agent for the account of such Bank Guaranty Issuer at the
overnight Federal Funds Rate (or, in the case of amounts owed in Euros, at the
Overnight Euro Rate), provided that if any B/G Participant does not make
available to the Administrative Agent any amounts required to be made available
by it as described above within 2 Business Days after the respective B/G
Participant has been notified by the Administrative Agent or the respective Bank
Guaranty Issuer to make such amounts available, then the respective B/G
Participant shall pay interest on the amounts demanded of it at the same rates
payable from time to time by the respective Account Party on the respective
Unreimbursed Payments pursuant to Section 2B.05(a). The failure of any B/G
Participant to make available to the Administrative Agent for the account of the
respective Bank Guaranty Issuer its relevant B/G Participation Percentage of any
payment under any Bank Guaranty issued by it shall not relieve any other B/G
Participant in the respective Bank Guaranty of its obligation hereunder to make
available to the Administrative Agent for the account of such Bank Guaranty
Issuer its B/G Participation Percentage of any such Bank

                                      -58-
<PAGE>

Guaranty on the date required, as specified above, but no B/G Participant shall
be responsible for the failure of any other B/G Participant to make available to
the Administrative Agent for the account of such Bank Guaranty Issuer such other
B/G Participant's B/G Participation Percentage of any such payment.

                  (d)      Whenever any Bank Guaranty Issuer receives a payment
of a reimbursement obligation as to which the Administrative Agent has received
for the account of such Bank Guaranty Issuer any payments from the B/G
Participants pursuant to clause (c) above, such Bank Guaranty Issuer shall pay
to the Administrative Agent and the Administrative Agent shall promptly pay each
B/G Participant which has paid its B/G Participation Percentage thereof, in
Dollars (or in Euros in the case of payments to be made in Euros pursuant to
Section 2B.05(a)) and in same day funds, an amount equal to such B/G
Participant's share (based on the proportionate aggregate amount funded by such
B/G Participant to the aggregate amount funded by all B/G Participants) of the
principal amount of such reimbursement obligation and interest thereon accruing
after the purchase of the respective participations.

                  (e)      Each Bank Guaranty Issuer shall, promptly after the
issuance of, or amendment or modification to, a Bank Guaranty, give the
Administrative Agent and the respective Account Party written notice of such
issuance, amendment or modification, as the case may be, and such notice shall
be accompanied by a copy of such Bank Guaranty, such amendment or such
modification, as the case may be. Promptly upon receipt of such notice, the
Administrative Agent shall notify each B/G Participant, in writing, of such
issuance, amendment or modification and if any B/G Participant shall so request,
the Administrative Agent shall furnish said B/G Participant with a copy of such
Bank Guaranty, such amendment or such modification, as the case may be. Each
Bank Guaranty Issuer shall deliver to the Administrative Agent, promptly on the
first Business Day of each week, by facsimile transmission, the aggregate daily
Face Amount available to be drawn under each outstanding Bank Guaranty issued by
such Bank Guaranty Issuer for the previous week.

                  (f)      The obligations of the B/G Participants to make
payments to the Administrative Agent for the account of the respective Bank
Guaranty Issuer with respect to Bank Guaranties issued by it shall be
irrevocable and not subject to counterclaim, set-off or other defense or any
other qualification or exception whatsoever and shall be made in accordance with
the terms and conditions of this Agreement under all circumstances, including,
without limitation, any of the following circumstances:

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

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

                                      -59-

<PAGE>

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

                  (iv)     the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

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

provided that the B/G Participants shall not be obligated to reimburse such Bank
Guaranty Issuer for any wrongful payment made by such Bank Guaranty Issuer under
a Bank Guaranty issued by it as a result of deliberate acts or omissions
constituting willful misconduct or gross negligence on the part of such Bank
Guaranty Issuer (as determined by a court of competent jurisdiction in a final
and non-appealable decision). Any action taken or omitted to be taken by any
Bank Guaranty Issuer under or in connection with any Bank Guaranty shall not
create for such Bank Guaranty Issuer any resulting liability to the B/G
Participants or any other Person unless such action is taken or omitted to be
taken with gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision).

                  2B.05 Agreement to Repay Bank Guaranty Payments. (a) The
U.S. Borrower hereby agrees (in the case of U.S. Borrower Bank Guaranties) and
the Bermuda Borrower hereby agrees (in the case of Bermuda Borrower Bank
Guaranties) to reimburse the respective Bank Guaranty Issuer, by making payment
in Dollars (in the case of all Dollar Denominated Bank Guaranties and Sterling
Denominated Bank Guaranties or, after a Sharing Event, all Bank Guaranties) or
Euros (in the case of Euro Denominated Bank Guaranties at any time prior to a
Sharing Event) to the Administrative Agent in immediately available funds at the
Payment Office (or by making the payment directly to such Bank Guaranty Issuer
at such location as may otherwise have been agreed upon by the respective
Account Party and such Bank Guaranty Issuer), for any payment or disbursement
(in the case of any such payment or disbursement under (x) any Sterling
Denominated Bank Guaranty, taking the Dollar Equivalent of the amount of the
respective payment or disbursement on the date upon which the respective payment
or disbursement is made and (y) any Euro Denominated Bank Guaranty which is
unpaid on the date of the occurrence of a Sharing Event, or which payments or
disbursements are made thereafter, taking the Dollar Equivalent of the amount of
the respective payment or disbursement made in Euros as such Dollar Equivalent
is determined on the first date upon which the respective Sharing Event occurs
or, if later, the date upon which the respective payment or disbursement is
made) made by such Bank Guaranty Issuer under any Bank Guaranty issued by it
(each such amount so paid until reimbursed, an "Unreimbursed Payment"), not
later than the third Business Day after the Administrative Agent or the Bank
Guaranty Issuer notifies the respective Account Party of such payment or
disbursement, with interest on the amount so paid or disbursed by such Bank
Guaranty Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York
time), on the date of such payment or disbursement, from and including the date
paid or disbursed to but excluding the date such Bank Guaranty Issuer is
reimbursed by the respective Account Party therefor at a rate per annum which
shall be (x) in the case of Euro Denominated Bank Guaranties for periods
occurring prior to the occurrence of a Sharing Event, the Overnight Euro Rate in
effect from time to time plus the Applicable Margin for Euro Denominated
Revolving Loans as in effect from time to time plus any Mandatory Costs and (y)
in the case of Dollar Denominated

                                      -60-

<PAGE>

Bank Guaranties, Sterling Denominated Bank Guaranties and other amounts owing in
Dollars after the occurrence of a Sharing Event, the Base Rate in effect from
time to time plus the Applicable Margin for Multicurrency Facility Revolving
Loans maintained as Base Rate Loans, in each case as in effect from time to
time, provided, however, to the extent such amounts are not reimbursed prior to
1:00 P.M. (New York time) on the third Business Day following notice to the
respective Account Party by the Administrative Agent or the respective Bank
Guaranty Issuer of such payment or disbursement, interest shall thereafter
accrue on the amounts so paid or disbursed by such Bank Guaranty Issuer (and
until reimbursed by the respective Account Party) at a rate per annum which
shall be (x) in the case of Euro Denominated Bank Guaranties for periods
occurring prior to the occurrence of a Sharing Event, the Overnight Euro Rate in
effect from time to time plus the Applicable Margin for Euro Denominated
Revolving Loans as in effect from time to time plus any Mandatory Costs plus 2%,
and (y) in the case of Dollar Denominated Bank Guaranties, Sterling Denominated
Bank Guaranties and other amounts owing in Dollars after the occurrence of a
Sharing Event, the Base Rate in effect from time to time plus the Applicable
Margin for Multicurrency Facility Revolving Loans maintained as Base Rate Loans,
in each case as in effect from time to time plus 2%, in each such case, with
interest to be payable on demand, provided further, that it is understood and
agreed, however, that the notices referred to above in this clause (a) and in
the immediately preceding proviso shall not be required to be given if a Default
or an Event of Default under Section 10.05 shall have occurred and be continuing
(in which case the Unreimbursed Payments shall be due and payable immediately
without presentment, demand, protest or notice of any kind (all of which are
hereby waived by each Credit Party) and shall bear interest at the rate provided
in the foregoing proviso on and after the third Business Day following the
respective Bank Guaranty Payment). The respective Bank Guaranty Issuer shall
give the respective Account Party prompt notice of each Bank Guaranty Payment
under any Bank Guaranty, provided that the failure to give, or any delay in
giving, any such notice shall in no way affect, impair or diminish the
respective Account Party's obligations under this Agreement.

                  (b)      The obligations of the U.S. Borrower (in the case of
U.S. Borrower Bank Guaranties) and the Bermuda Borrower (in the case of Bermuda
Borrower Bank Guaranties) under this Section 2B.05 to reimburse the respective
Bank Guaranty Issuer with respect to Unreimbursed Payments (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which the respective Account Party may have or have had against any Lender
(including in its capacity as Bank Guaranty Issuer or as B/G Participant),
including, without limitation, any defense based upon the failure of any payment
under a Bank Guaranty (each, a "Bank Guaranty Payment") to conform to the terms
of such Bank Guaranty or any nonapplication or misapplication by the beneficiary
of the proceeds of such Bank Guaranty Payment, the respective Bank Guaranty
Issuer's only obligation to the respective Account Party being to confirm that
any documents required to be delivered under such Bank Guaranty appear to have
been delivered and that they appear to substantially comply on their face with
requirements of such Bank Guaranty; provided, however, that no Account Party
shall be obligated to reimburse any Bank Guaranty Issuer for any wrongful
payment made by such Bank Guaranty Issuer under a Bank Guaranty issued by it as
a result of deliberate acts or omissions constituting willful misconduct or
gross negligence on the part of such Bank Guaranty Issuer (as determined by a
court of competent jurisdiction in a final and non-appealable decision). Any
action taken or omitted to be taken by any Bank Guaranty Issuer under or in
connection with any

                                      -61-

<PAGE>

Bank Guaranty shall not create for such Bank Guaranty Issuer any resulting
liability to any Account Party unless such action is taken or admitted to be
taken with gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision).

                  2B.06 Increased Costs. If after the Effective Date, any Bank
Guaranty Issuer or any B/G Participant determines in good faith that the
adoption or effectiveness after the Effective Date of any applicable law, rule
or regulation, order, guideline or request or any change therein, or any change
after the Effective Date in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Bank Guaranty
Issuer or any B/G Participant with any request or directive (whether or not
having the force of law) by any such authority, central bank or comparable
agency shall either (i) impose, modify or make applicable any reserve, deposit,
capital adequacy or similar requirement against Bank Guaranties issued by such
Bank Guaranty Issuer or such B/G Participant's participation therein, or (ii)
impose on any Bank Guaranty Issuer or any B/G Participant any other conditions
directly or indirectly affecting this Agreement, any Bank Guaranty or such B/G
Participant's participation therein; and the result of any of the foregoing is
to increase the cost to such Bank Guaranty Issuer or such B/G Participant of
issuing, maintaining or participating in any Bank Guaranty, or to reduce the
amount of any sum received or receivable by such Bank Guaranty Issuer or such
B/G Participant hereunder or reduce the rate of return on its capital with
respect to Bank Guaranties, then, upon written demand to the U.S. Borrower or
the Bermuda Borrower, as the case may be, by such Bank Guaranty Issuer or such
B/G Participant (a copy of which notice shall be sent by such Bank Guaranty
Issuer or such B/G Participant to the Administrative Agent), accompanied by the
certificate described in the last sentence of this Section 2B.06, the U.S.
Borrower or the Bermuda Borrower, as the case may be, shall pay to such Bank
Guaranty Issuer or such B/G Participant for such increased cost or reduction. A
certificate submitted to the relevant Account Party by such Bank Guaranty Issuer
or such B/G Participant, as the case may be (a copy of which certificate shall
be sent by such Bank Guaranty Issuer or such B/G Participant to the
Administrative Agent), setting forth in reasonable detail the basis for the
determination of such additional amount or amounts necessary to compensate such
Bank Guaranty Issuer or such B/G Participant as aforesaid shall be final and
conclusive and binding on such Account Party absent manifest error, although the
failure to deliver any such certificate shall not release or diminish such
Account Party's obligations to pay additional amounts pursuant to this Section
2B.06 upon subsequent receipt of such certificate.

                  2B.07 Cash Collateralization. No later than the date occurring
ten Business Days prior to the Revolving Loan Maturity Date, the U.S. Borrower
or the Bermuda Borrower, as the case may be, shall either (i) terminate each
Bank Guaranty issued to it without an expiry date (and cause each such
terminated Bank Guaranty to be surrendered for termination to the respective
Bank Guaranty Issuer) or (ii) enter into cash collateral arrangements with each
Bank Guaranty Issuer which shall have issued a Bank Guaranty to it without an
expiry date on terms satisfactory to such Bank Guaranty Issuer and the
Administrative Agent, with the U.S. Borrower or the Bermuda Borrower, as the
case may be, depositing cash and/or Cash Equivalents (in the respective currency
or currencies of the respective Bank Guaranties, and in such amounts as will
fully cash collateralize the maximum future payments that could be made under
the respective Bank Guaranties) pursuant to such cash collateral arrangements to
be held as security for all

                                      -62-

<PAGE>

Bank Guaranty Outstandings of the U.S. Borrower or the Bermuda Borrower, as the
case may be, in respect of such Bank Guaranties.

                  SECTION 3. Fees; Commitments.

                  3.01 Fees. (a) (x) The Borrowers jointly and severally
agree to pay to the Administrative Agent for distribution to each Non-Defaulting
Lender with a Multicurrency Facility Revolving Loan Commitment a commitment
commission, in Dollars, for the period from the Effective Date to but excluding
the Revolving Loan Maturity Date (or such earlier date as the Total
Multicurrency Facility Revolving Loan Commitment shall have been terminated),
computed at a rate equal to the Applicable Multicurrency Facility Commitment Fee
Percentage per annum on the daily average Unutilized Multicurrency Facility
Revolving Loan Commitment of such Non-Defaulting Lender as in effect from time
to time and (y) the Borrowers jointly and severally agree to pay to the
Administrative Agent for distribution to each Non-Defaulting Lender with a
Dollar Facility Revolving Loan Commitment a commitment commission, in Dollars,
for the period from the Effective Date to but excluding the Revolving Loan
Maturity Date (or such earlier date as the Total Dollar Facility Revolving Loan
Commitment shall have been terminated), computed at a rate equal to the
Applicable Dollar Facility Commitment Fee Percentage per annum on the daily
average Unutilized Dollar Facility Revolving Loan Commitment of such
Non-Defaulting Lender as in effect from time to time (with all commitment
commissions payable as described in this clause (a) being herein referred to as
"RL Commitment Commission"). Accrued RL Commitment Commission shall be due and
payable, in Dollars, quarterly in arrears on each Quarterly Payment Date and on
the Revolving Loan Maturity Date or (i) in the case of RL Commitment Commission
payable pursuant to preceding clause (x), such earlier date upon which the Total
Multicurrency Facility Revolving Loan Commitment is terminated and (ii) in the
case of RL Commitment Commission payable pursuant to preceding clause (y), such
earlier date upon which the Total Dollar Facility Revolving Loan Commitment is
terminated.

                  (b)      (w) The U.S. Borrower agrees to pay to the
Administrative Agent for distribution to each Multicurrency Facility RL Lender
(or, after Sharing Event has occurred, each RL Lender) (based on their
respective L/C Participation Percentages as from time to time in effect in the
outstanding U.S. Borrower Multicurrency Facility Letters of Credit) in Dollars
(or, in the case of Euro Denominated Letters of Credit, for periods prior to the
occurrence of a Sharing Event, in Euros) a fee in respect of each U.S. Borrower
Multicurrency Facility Letter of Credit issued hereunder, (x) the Bermuda
Borrower agrees to pay to the Administrative Agent for distribution to each
Multicurrency Facility RL Lender (or, after Sharing Event has occurred, each RL
Lender) (based on their respective L/C Participation Percentages as from time to
time in effect in the outstanding Bermuda Borrower Multicurrency Facility
Letters of Credit) in Dollars (or, in the case of Euro Denominated Letters of
Credit, for periods prior to the occurrence of a Sharing Event, in Euros) a fee
in respect of each Bermuda Borrower Multicurrency Facility Letter of Credit
issued hereunder, (y) the U.S. Borrower agrees to pay to the Administrative
Agent for distribution to each Dollar Facility RL Lender (or, after Sharing
Event has occurred, each RL Lender) (based on their respective L/C Participation
Percentages in the outstanding U.S. Borrower Dollar Facility Letters of Credit)
in Dollars a fee in respect of each U.S. Borrower Dollar Facility Letter of
Credit issued hereunder and (z) the Bermuda Borrower agrees to pay to the
Administrative Agent for distribution to each Dollar Facility RL Lender (or,
after Sharing

                                      -63-

<PAGE>

Event has occurred, each RL Lender) (based on their respective L/C Participation
Percentages in the outstanding Bermuda Borrower Dollar Facility Letters of
Credit) in Dollars a fee in respect of each Bermuda Borrower Dollar Facility
Letter of Credit issued hereunder (with all fees payable as described in this
clause (b) being herein referred to as "Letter of Credit Fees"), in each case,
for the period from and including the date of issuance of such Letter of Credit
through the termination of such Letter of Credit, computed at a rate per annum
equal to the Applicable Margin for Multicurrency Facility Revolving Loans (in
the case of determinations pursuant to preceding clauses (w) and (x)) or Dollar
Facility Revolving Loans (in the case of determination pursuant to preceding
clauses (y) and (z)), in either case maintained as Euro Rate Loans, as in effect
from time to time, on (i) the daily Stated Amount of such Letter of Credit (in
the case of a Dollar Denominated Letter of Credit and a Sterling Denominated
Letter of Credit and, for periods occurring after a Sharing Event, for all
Letters of Credit) and (ii) the daily Euro L/C Stated Amount of such Letter of
Credit (in the case of a Euro Denominated Letter of Credit for all periods prior
to the occurrence of a Sharing Event). Accrued Letter of Credit Fees shall be
due and payable quarterly in arrears on each Quarterly Payment Date and, in the
case of Letter of Credit Fees owing pursuant to preceding clause (x), on the
first day on or after the termination of the Total Multicurrency Facility
Revolving Loan Commitment upon which no Multicurrency Facility Letters of Credit
remain outstanding and, in the case of Letter of Credit Fees payable pursuant to
preceding clauses (y) and (z), on the first day on or after the termination of
the Total Dollar Facility Revolving Loan Commitment upon which no Dollar
Facility Letters of Credit remain outstanding.

                  (c)      Each Account Party agrees to pay to the respective
Issuing Lender, for its own account, in Dollars (in the case of each Dollar
Denominated Letter of Credit and each Sterling Denominated Letter of Credit and,
for all periods after the occurrence of a Sharing Event, each Letter of Credit)
or in Euros (in the case of Euro Denominated Letters of Credit for periods prior
to the occurrence of a Sharing Event), a facing fee in respect of each Letter of
Credit issued to it hereunder (the "Facing Fee") for the period from and
including the date of issuance or renewal of such Letter of Credit to and
including the termination or expiration of such Letter of Credit, computed at a
rate equal to 1/8 of 1% per annum (or, in the case of a Letter of Credit issued
and outstanding on the Third Amendment Effective Date, for the period from and
including the date of issuance thereof to and including the termination, renewal
or expiration of such Letter of Credit, 1/4 of 1% per annum) of (x) the daily
Stated Amount of such Letter of Credit (in the case of a Dollar Denominated
Letter of Credit and a Sterling Denominated Letter of Credit, and, for all
periods occurring after a Sharing Event, all Letters of Credit) and (y) the
daily Euro L/C Stated Amount of such Letter of Credit (in the case of a Euro
Denominated Letter of Credit at any time prior to a Sharing Event), provided
that in no event shall the annual Facing Fee with respect to any Letter of
Credit be less than the Minimum Applicable Facing Fee; it being agreed that (i)
on the date of issuance of any Letter of Credit and on each anniversary thereof
prior to the termination of such Letter of Credit, if the Minimum Applicable
Facing Fee will exceed the amount of Facing Fees that will accrue with respect
to such Letter of Credit for the immediately succeeding 12-month period, the
full Minimum Applicable Facing Fee shall be payable on the date of issuance of
such Letter of Credit and on each such anniversary thereof prior to the
termination of such Letter of Credit and (ii) if on the date of the termination
of any Letter of Credit, the Minimum Applicable Facing Fee actually exceeds the
amount of Facing Fees paid or payable with respect to such Letter of Credit for
the period beginning on the date of the issuance thereof (or, if the respective
Letter of Credit has been outstanding for more than one

                                      -64-

<PAGE>

year, the date of the last anniversary of the issuance thereof occurring prior
to the termination of such Letter of Credit) and ending on the date of the
termination thereof, an amount equal to such excess shall be paid as additional
Facing Fees with respect to such Letter of Credit on the next date upon which
Facing Fees are payable in accordance with the immediately succeeding sentence.
Except as provided in the immediately preceding sentence, accrued Facing Fees
shall be due and payable quarterly in arrears on each Quarterly Payment Date and
upon the first day on or after the termination of the Total Revolving Loan
Commitment upon which no Letters of Credit remain outstanding. Notwithstanding
anything to the contrary contained in this Agreement, (x) to the extent that any
Account Party has paid advance facing fees to any Issuing Lender with respect to
any Existing Letter of Credit under the letter of credit agreement governing the
same, there shall be credited against the Facing Fees due to such Issuing Lender
under this Agreement the amount of such advance facing fees which related to
periods after the Initial Borrowing Date or (y) to the extent that any Account
Party has paid advance facing fees to any Issuing Lender with respect to any
Existing Sterling Letter of Credit under the letter of credit agreement
governing the same, there shall be credited against the Facing Fees due to such
Issuing Lender under this Agreement the amount of such advance facing fees which
related to periods after the Third Amendment Effective Date.

                  (d)      The respective Account Party agrees to pay to the
respective Issuing Lender, in Dollars, for its own account, upon each payment
under, issuance of, or amendment to, any Letter of Credit, such amount as shall
at the time of such event be the administrative charge which such Issuing Lender
is customarily charging for issuances of, payments under or amendments of,
Letters of Credit issued by it.

                  (e)      (x) The U.S. Borrower agrees to pay to the
Administrative Agent for distribution to each Multicurrency Facility RL Lender
(or, after Sharing Event has occurred, each RL Lender) (based on their
respective B/G Participation Percentages as from time to time in effect in the
outstanding U.S. Borrower Bank Guaranties) in Dollars (or, in the case of Euro
Denominated Bank Guaranties, for periods prior to the occurrence of a Sharing
Event, in Euros) a fee in respect of each U.S. Borrower Bank Guaranty issued
hereunder and (y) the Bermuda Borrower agrees to pay to the Administrative Agent
for distribution to each Multicurrency Facility RL Lender (or, after Sharing
Event has occurred, each RL Lender) (based on their respective B/G Participation
Percentages as from time to time in effect in the outstanding Bermuda Borrower
Bank Guaranties) in Dollars (or, in the case of Euro Denominated Bank
Guaranties, for periods prior to the occurrence of a Sharing Event, in Euros) a
fee in respect of each Bermuda Borrower Bank Guaranty issued hereunder (with all
fees payable as described in this clause (e) being herein referred to as "Bank
Guaranty Fees"), in each case, for the period from and including the date of
issuance of such Bank Guaranty through the termination of such Bank Guaranty,
computed at a rate per annum equal to the Applicable Margin for Multicurrency
Facility Revolving Loans maintained as Euro Rate Loans, as in effect from time
to time, on (i) the daily Face Amount of such Bank Guaranty (in the case of a
Dollar Denominated Bank Guaranty and a Sterling Denominated Bank Guaranty and,
for periods occurring after a Sharing Event, for all Bank Guaranties) and (ii)
the daily Euro B/G Face Amount of such Bank Guaranty (in the case of a Euro
Denominated Bank Guaranty for all periods prior to the occurrence of a Sharing
Event). Accrued Bank Guaranty Fees shall be due and payable quarterly in arrears
on each Quarterly Payment Date and on the first day on or after the termination
of the Total

                                      -65-

<PAGE>

Multicurrency Facility Revolving Loan Commitment upon which no Bank Guaranties
remain outstanding.

                  (f)      Each Account Party agrees to pay to the respective
Bank Guaranty Issuer, for its own account, in Dollars (in the case of each
Dollar Denominated Bank Guaranty and each Sterling Denominated Bank Guaranty
and, for all periods after the occurrence of a Sharing Event, each Bank
Guaranty) or in Euros (in the case of each Euro Denominated Bank Guaranty for
periods prior to the occurrence of a Sharing Event), a fronting fee in respect
of each Bank Guaranty issued to it hereunder (the "Fronting Fee") for the period
from and including the date of issuance or renewal of such Bank Guaranty to and
including the termination or expiration of such Bank Guaranty, computed at a
rate equal to 1/8 of 1% per annum (or, in the case of a Bank Guaranty issued and
outstanding on the Third Amendment Effective Date, for the period from and
including the date of issuance thereof to and including the termination, renewal
or expiration of such Bank Guaranty, 1/4 of 1% per annum) of (x) the daily Face
Amount of such Bank Guaranty (in the case of a Dollar Denominated Bank Guaranty
and a Sterling Denominated Bank Guaranty, and, for all periods occurring after a
Sharing Event, all Bank Guaranties) and (y) the daily Euro B/G Face Amount of
such Bank Guaranty (in the case of a Euro Denominated Bank Guaranty at any time
prior to a Sharing Event), provided that in no event shall the annual Fronting
Fee with respect to any Bank Guaranty be less than the Minimum Applicable
Fronting Fee; it being agreed that (i) on the date of issuance of any Bank
Guaranty and on each anniversary thereof prior to the termination of such Bank
Guaranty, if the Minimum Applicable Fronting Fee will exceed the amount of
Fronting Fees that will accrue with respect to such Bank Guaranty for the
immediately succeeding 12-month period, the full Minimum Applicable Fronting Fee
shall be payable on the date of issuance of such Bank Guaranty and on each such
anniversary thereof prior to the termination of such Bank Guaranty and (ii) if
on the date of the termination of any Bank Guaranty, the Minimum Applicable
Fronting Fee actually exceeds the amount of Fronting Fees paid or payable with
respect to such Bank Guaranty for the period beginning on the date of the
issuance thereof (or, if the respective Bank Guaranty has been outstanding for
more than one year, the date of the last anniversary of the issuance thereof
occurring prior to the termination of such Bank Guaranty) and ending on the date
of the termination thereof, an amount equal to such excess shall be paid as
additional Fronting Fees with respect to such Bank Guaranty on the next date
upon which Fronting Fees are payable in accordance with the immediately
succeeding sentence. Except as provided in the immediately preceding sentence,
accrued Fronting Fees shall be due and payable quarterly in arrears on each
Quarterly Payment Date and upon the first day on or after the termination of the
Total Multicurrency Facility Revolving Loan Commitment upon which no Bank
Guaranties remain outstanding.

                  (g)      The respective Account Party agrees to pay to the
respective Bank Guaranty Issuer, for its own account, upon each payment under,
issuance of, or amendment to, any Bank Guaranty, such amount as shall at the
time of such event be the administrative charge which such Bank Guaranty Issuer
is customarily charging for issuances of, payments under or amendments of, Bank
Guaranties issued by it.

                  (h)      The Borrowers shall pay to the Administrative Agent
for distribution to each Incremental Loan Lender such fees and other amounts, if
any, as are specified in the

                                      -66-

<PAGE>

relevant Incremental Loan Commitment Agreement, with the fees and other amounts,
if any, to be payable on the respective Incremental Loan Commitment Date.

                  (i)      Each Borrower agrees to pay to each Agent, for its
own account, such other fees as have been agreed to in writing by such Borrower
and the Agents.

                  (j)      All computations of Fees shall be made in accordance
with Section 13.07(b).

                  3.02 Voluntary Termination or Reduction of Revolving Loan
Commitments and Adjustments of Multicurrency Facility Revolving Loan
Commitments. (a) (I) Upon at least three Business Days' prior notice from an
Authorized Officer of Holdings to the Administrative Agent at its Notice Office
(which notice the Administrative Agent shall promptly transmit to each of the
Lenders), Holdings shall have the right, at any time or from time to time,
without premium or penalty, to terminate the Total Unutilized Revolving Loan
Commitment at such time, in whole or in part, in aggregate minimum amounts of at
least $1,000,000 in the case of partial reductions, with the amount of each
reduction pursuant to this Section 3.02(a) to apply to reduce, on a pro rata
basis (based upon the relative amounts of the Total Multicurrency Facility
Revolving Loan Commitment and the Total Dollar Facility Revolving Loan
Commitment, in each case as in effect before giving effect to the respective
reduction), the Total Multicurrency Facility Revolving Loan Commitment and the
Total Dollar Facility Revolving Loan Commitment, provided that no such reduction
shall be permitted to be made pursuant to this Section 3.02(a) if the effect
thereof is to cause either (x) the Aggregate Multicurrency Facility RL Exposure
to exceed the Total Multicurrency Facility Revolving Loan Commitment after
giving effect to the reduction thereto pursuant to this Section 3.02(a) or (y)
the Aggregate Dollar Facility RL Exposure to exceed the Total Dollar Facility
Revolving Loan Commitment after giving effect to the reduction thereto pursuant
to this Section 3.02(a). Each reduction to (x) the Total Multicurrency Facility
Revolving Loan Commitment pursuant to this Section 3.02(a)(I) shall apply to
proportionately and permanently reduce the Multicurrency Facility Revolving Loan
Commitment of each Multicurrency Facility RL Lender (based on their respective
Multicurrency Facility RL Percentages) and (y) the Total Dollar Facility
Revolving Loan Commitment pursuant to this Section 3.02(a) shall apply to
proportionally and permanently reduce the Dollar Facility Revolving Loan
Commitment of each Dollar Facility RL Lender (based on their respective Dollar
Facility RL Percentages).

                  (II)     Upon at least three Business Days' prior notice from
an Authorized Officer of Holdings to the Administrative Agent at its Notice
Office (which notice the Administrative Agent shall promptly transmit to each of
the Lenders), Holdings shall have the right, at any time and from time to time,
without premium or penalty, to terminate the Total Incremental Term Loan
Commitment at such time, in whole or in part, in aggregate minimum amounts of at
least $1,000,000 in the case of partial reductions, with the amount of each
reduction pursuant to this Section 3.02(a)(II) to apply proportionately and
permanently reduce the Incremental Term Loan Commitments of each Lender with
such a Commitment. Each reduction to the Total Incremental Term Loan Commitment
pursuant to this Section 3.02(a)(II) shall be applied to reduce the then
remaining Incremental Term Loan Scheduled Repayments of the respective Tranche
of Incremental Term Loans on a pro rata basis (based upon the then

                                      -67-

<PAGE>

remaining principal amount of the Incremental Term Loan Scheduled Repayments of
such Tranche after giving effect to all prior reductions thereto).

                  (b)      In the event of certain refusals by a Lender as
provided in Section 4.01 or 13.12(b) to consent to certain proposed changes,
waivers, discharges or terminations with respect to this Agreement which have
been approved by the Required Lenders, Holdings may, subject to the applicable
requirements of said Sections 4.01 and/or 13.12(b), upon five Business Days'
prior written notice to the Administrative Agent at its Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders)
terminate the Incremental Term Loan Commitments, if any, the Multicurrency
Facility Revolving Loan Commitment, if any, and/or the Dollar Facility Revolving
Loan Commitment, if any, of such Lender, so long as (x) all Loans, together with
accrued and unpaid interest, Fees and all other amounts, owing to such Lender
(excluding amounts owing in respect of Loans of any Tranche maintained by such
Lender which are not being repaid pursuant to Section 13.12(b)) are repaid
concurrently with the effectiveness of such termination (at which time Schedule
I shall be deemed modified to reflect such changed amounts) and (y) after giving
effect to such termination (and the adjustments to the Multicurrency Facility RL
Percentages, Dollar Facility RL Percentages and/or related L/C Participation
Percentages of the remaining Lenders as contemplated below), neither the
Individual Multicurrency Facility RL Exposure nor the Individual Dollar Facility
RL Exposure of any remaining Lender shall exceed its Multicurrency Facility
Revolving Loan Commitment or Dollar Facility Revolving Loan Commitment, as the
case may be. After giving effect to the termination of the Commitments of any
Lender pursuant to the provisions of this Section 3.02(b), unless the respective
Lender continues to have outstanding Term Loans or other Commitments (if any)
hereunder, such Lender shall no longer constitute a "Lender" for purposes of
this Agreement, except with respect to indemnifications under this Agreement
(including, without limitation, Sections 1.10, 1.11, 2A.06, 2B.06, 4.04, 13.01
and 13.06), which shall survive as to such repaid Lender. In cases where the
Multicurrency Facility Revolving Loan Commitment and/or the Dollar Facility
Revolving Loan Commitment of any Lender is terminated pursuant to this Section
3.02(b), except in cases where the respective Commitments are replaced in full,
after giving effect to the termination of any such Commitments of a given Lender
pursuant to this Section 3.02(b), there shall occur automatic adjustments (as
determined by the Administrative Agent) in the Multicurrency Facility RL
Percentages and/or Dollar Facility RL Percentages, as the case may be (and as a
result thereof in the related L/C Participation Percentages) of the remaining
Multicurrency Facility RL Lenders and/or Dollar Facility RL Lenders, as the case
may be, after giving effect to the modifications to the Multicurrency Facility
RL Percentages and Dollar Facility RL Percentages of the various remaining
Lenders as a result of the termination of the Multicurrency Facility Revolving
Loan Commitment and/or Dollar Facility Revolving Loan Commitment, as the case
may be, of the respective Replaced Lender. Each reduction to the Total
Incremental Term Loan Commitment pursuant to this Section 3.02(b) shall be
applied to reduce the then remaining Incremental Term Loan Scheduled Repayments
of the respective Tranche of Incremental Term Loans on a pro rata basis (based
upon the then remaining principal amount of the Incremental Term Loan Scheduled
Repayments of such Tranche after giving effect to all prior reductions thereto).

                  (c)      In connection with any reduction or termination of
the Total Incremental Term Loan Commitment, the Total Unutilized Revolving Loan
Commitment and/or the Multicurrency Facility Revolving Loan Commitment and/or
the Dollar Facility Revolving Loan

                                      -68-

<PAGE>

Commitment of any Lender pursuant to this Section 3.02 and Section 3.03, as the
case may be, each of the U.S. Borrower and the Bermuda Borrower hereby
irrevocably authorizes Holdings to take all necessary action, in the name of the
U.S. Borrower or the Bermuda Borrower, as the case may be, as described in this
Section 3.02 or Section 3.03 in order to effect the reduction or termination of
the Total Incremental Term Loan Commitment, the Total Unutilized Revolving Loan
Commitment and/or the Multicurrency Facility Revolving Loan Commitment and/or
the Dollar Facility Revolving Loan Commitment of such Lender in accordance with
the provisions of this Section 3.02 or Section 3.03, as the case may be.

                  3.03 Mandatory Reduction of Commitments. (a) The Total
Commitment (other than the Total Incremental Term Loan Commitment under a given
Tranche) (and the Tranche A Term Loan Commitment, the Tranche B Term Loan
Commitment and the Revolving Loan Commitment of each Lender with such a
Commitment) shall terminate in its entirety on April 30, 2003 unless the Initial
Borrowing Date has occurred on or before such date; provided, however, that the
Total Tranche C Term Loan Commitment shall terminate on November [__], 2003,
unless the Third Amendment Effective Date has occurred on or before such date.

                  (b)      In addition to any other mandatory commitment
reductions pursuant to this Section 3.03, the Total Tranche A Term Loan
Commitment (and the Tranche A Term Loan Commitment of each Lender with such a
Commitment) shall terminate in its entirety on the Initial Borrowing Date (after
giving effect to the making of Tranche A Term Loans on such date).

                  (c)      In addition to any other mandatory commitment
reductions pursuant to this Section 3.03, the Total Tranche B Term Loan
Commitment (and the Tranche B Term Loan Commitment of each Lender with such a
Commitment) shall terminate in its entirety on the Initial Borrowing Date (after
giving effect to the making of Tranche B Term Loans on such date).

                  (d)      In addition to any other mandatory commitment
reductions pursuant to this Section 3.03, the Total Revolving Loan Commitment
(and the Multicurrency Facility Revolving Loan Commitment and the Dollar
Facility Revolving Loan Commitment of each Lender with such a Commitment) shall
terminate in its entirety on the earlier to occur of (i) the Revolving Loan
Maturity Date and (ii) unless the Required Lenders shall otherwise consent in
writing in their sole discretion, a Change of Control.

                  (e)      In addition to any other mandatory commitment
reductions pursuant to this Section 3.03, the Total Multicurrency Facility
Revolving Loan Commitment and the Total Dollar Facility Revolving Loan
Commitment shall be permanently reduced from time to time to the extent required
by Section 4.02.

                  (f)      The Total Tranche C Term Loan Commitment (and the
Tranche C Term Loan Commitment of each Lender with such a Commitment) shall
terminate in its entirety on the Third Amendment Effective Date (immediately
after giving effect to the making of Additional Tranche C Term Loans on such
date).

                                      -69-

<PAGE>

                  (g) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Incremental Term Loan Commitment under
a given Tranche shall (i) be permanently reduced (x) on each Incremental Term
Loan Borrowing Date in respect of such Tranche in an amount equal to the
aggregate principal amount of Incremental Term Loans of such Tranche incurred on
each such date, (ii) terminate in its entirety (to the extent not theretofore
terminated) on the Incremental Term Loan Commitment Termination Date for such
Tranche of Incremental Term Loans (after giving effect to any Incremental Term
Loans of such Tranche to be made on such date) and (iii) prior to the
termination of the Total Incremental Term Loan Commitment in respect of such
Tranche, be permanently reduced from time to time to the extent required by
Section 4.02.

                  (h)      Each reduction to the Total Tranche A Term Loan
Commitment, the Total Tranche B Term Loan Commitment, the Total Tranche C Term
Loan Commitment, the Total Incremental Term Loan Commitment under a given
Tranche, the Total Multicurrency Facility Revolving Loan Commitment and the
Total Dollar Facility Revolving Loan Commitment pursuant to this Section 3.03 as
provided above (or pursuant to Section 4.02) shall be applied proportionately to
reduce the Tranche A Term Loan Commitment, the Tranche B Term Loan Commitment,
the Tranche C Term Loan Commitment, the Incremental Term Loan Commitment under
such Tranche, the Multicurrency Facility Revolving Loan Commitment or the Dollar
Facility Revolving Loan Commitment, as the case may be, of each Lender with such
a Commitment.

                  SECTION 4. Prepayments; Repayments; Taxes.

                  4.01 Voluntary Prepayments. Each Borrower shall have the right
to prepay the Loans made to such Borrower, without premium or penalty except as
otherwise provided in this Agreement, and the right to allocate such prepayments
to Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, Incremental
Term Loans of a given Tranche, Revolving Loans and/or Swingline Loans as such
Borrower elects, in whole or in part, at any time and from time to time on the
following terms and conditions:

                  (i)      an Authorized Officer of such Borrower shall give the
         Administrative Agent at its Notice Office written notice (or telephonic
         notice promptly confirmed in writing) of its intent to prepay the
         Loans, whether such Loans are Tranche A Term Loans, Tranche B Term
         Loans, Tranche C Term Loans, U.S. Borrower Incremental Term Loans under
         a given Tranche, Bermuda Borrower Incremental Term Loans under a given
         Tranche, U.S. Borrower Multicurrency Facility Revolving Loans, Bermuda
         Borrower Multicurrency Facility Revolving Loans, U.S. Borrower Dollar
         Facility Revolving Loans, Bermuda Borrower Dollar Facility Revolving
         Loans, U.S. Borrower Multicurrency Facility Swingline Loans, Bermuda
         Borrower Multicurrency Facility Swingline Loans, U.S. Borrower Dollar
         Facility Swingline Loans and/or Bermuda Borrower Dollar Facility
         Swingline Loans, the amount and currency (or currencies) of the Loans
         to be prepaid, the Types of Loans to be repaid and, in the case of Euro
         Rate Loans (other than Swingline Loans), the specific Borrowing or
         Borrowings pursuant to which made, which notice shall be given by the
         Authorized Officer of such Borrower (x) prior to 2:00 P.M. (New York
         time) at least one Business Day prior to the date of such prepayment in
         the case of Loans maintained as Base Rate Loans (other than Dollar
         Facility Swingline Loans), (y)

                                      -70-

<PAGE>

         the date of such prepayment in the case of Swingline Loans, provided
         such notice is given prior to 10:00 A.M. (New York time) and (z) prior
         to 10:00 A.M. (New York time) at least three Business Days prior to the
         date of such prepayment in the case of Euro Rate Loans (other than Euro
         Denominated Swingline Loans) and shall, except in the case of Swingline
         Loans, be promptly transmitted by the Administrative Agent to each of
         the Lenders;

                  (ii)     each partial prepayment applied to any Tranche of
         Loans shall be in an aggregate principal amount of at least $1,000,000
         (taking the Dollar Equivalent of any amounts to be prepaid in Euros)
         (or the applicable Minimum Borrowing Amount in the case of Swingline
         Loans), provided that (x) if any partial prepayment of Eurodollar Loans
         made pursuant to any Borrowing shall reduce the outstanding Eurodollar
         Loans made pursuant to such Borrowing to an amount less than the
         Minimum Borrowing Amount applicable thereto, then such Borrowing may
         not be continued as a Borrowing of Eurodollar Loans beyond the Interest
         Period applicable thereto and any election of an Interest Period with
         respect thereto given by such Borrower shall have no force or effect
         and (y) in the case of partial prepayments of any Borrowing of Euro
         Rate Loans (other than Euro Denominated Swingline Loans) denominated in
         currencies other than Dollars, such Borrower shall use reasonable
         efforts to allocate such prepayments in a manner so that Borrowings do
         not remain outstanding in amounts less than the Minimum Borrowing
         Amount applicable thereto (and, to the extent such Borrowings would
         remain outstanding in amounts which are less than the Minimum Borrowing
         Amount applicable thereto, in the case of Multicurrency Facility
         Revolving Loans, such Borrower shall repay any Borrowings which are
         less than the Minimum Borrowing Amount applicable thereto at the end of
         the then current Interest Period);

                  (iii)    at the time of any prepayment of Euro Rate Loans
         (other than Euro Denominated Swingline Loans) pursuant to this Section
         4.01 on any date other than the last day of the Interest Period
         applicable thereto, such Borrower shall pay the amounts required
         pursuant to Section 1.11;

                  (iv)     except as provided in clause (vi) below, each
         prepayment in respect of any Loans made pursuant to a Borrowing shall
         be applied pro rata among such Loans made pursuant to such Borrowing,
         provided, that at such Borrower's election in connection with any
         prepayment of Multicurrency Facility Revolving Loans or Dollar Facility
         Revolving Loans pursuant to this Section 4.01, such prepayment shall
         not be applied to the prepayment of the respective Revolving Loans of a
         Defaulting Lender;

                  (v)      each prepayment of principal of Tranche C Term Loans
         and Incremental Term Loans of a given Tranche pursuant to this Section
         4.01 shall, subject to the immediately succeeding proviso, be applied
         to reduce the then remaining Scheduled Repayments of the respective
         Tranche of Term Loans on a pro rata basis (based upon the then
         remaining principal amounts of the Scheduled Repayments of such Tranche
         of Term Loans after giving effect to all prior reductions thereto);
         provided that repayments of any Tranche of Term Loans pursuant to
         clause (vi) below shall only apply to reduce the then remaining
         Scheduled Repayments of such Tranche to the extent the Term Loans so
         repaid are not replaced (and are not required to be replaced) pursuant
         to Section 13.12(b),

                                      -71-

<PAGE>

         with any such application to reduce the then remaining Scheduled
         Repayments of the respective Tranche in the manner provided above in
         this clause (v), unless otherwise specifically agreed by the Required
         Lenders;

                  (vi)     in the event of certain refusals by a Lender as
         provided in Section 13.12(b) to consent to certain proposed changes,
         waivers, discharges or terminations with respect to this Agreement
         which have been approved by the Required Lenders, such Borrower may,
         upon five Business Days' written notice by an Authorized Officer of
         such Borrower to the Administrative Agent at its Notice Office (which
         notice the Administrative Agent shall promptly transmit to each of the
         Lenders), repay all Loans and pay all accrued and unpaid interest,
         Fees, and other amounts, in each case owing to such Lender (or owing to
         such Lender with respect to each Tranche which gave rise to the need to
         obtain such Lender's individual consent) in accordance with, and
         subject to the requirements of, said Section 13.12(b) so long as (A) in
         the case of the repayment of Multicurrency Facility Revolving Loans of
         any Lender pursuant to this clause (vi), the Multicurrency Facility
         Revolving Loan Commitment of such Lender is terminated concurrently
         with such repayment (at which time Schedule I shall be deemed modified
         to reflect the changed Multicurrency Facility Revolving Loan
         Commitments), (B) in the case of the repayment of Dollar Facility
         Revolving Loans of any Lender pursuant to this clause (vi), the Dollar
         Facility Revolving Loan Commitment of such Lender is terminated
         concurrently with such repayment (at which time Schedule I shall be
         deemed modified to reflect the changed Dollar Facility Revolving Loan
         Commitments), (C) in the case of the repayment of Incremental Term
         Loans of any Lender under a given Tranche, the Incremental Term Loan
         Commitment of such Lender under such Tranche (if any) is terminated
         concurrently with such repayment pursuant to Section 3.02(b) (at which
         time Schedule I shall be deemed modified to reflect the changed
         Incremental Term Loan Commitments of such Tranche) and (D) the consents
         required by Section 13.12(b) in connection with the repayment pursuant
         to this clause (vi) have been obtained; and

                  (vii)    in the case of any prepayment of Tranche C Term Loans
         or Bermuda Borrower Incremental Term Loans by the Bermuda Borrower with
         the proceeds of an Investment in the Bermuda Partnership and the
         prepayment by the Bermuda Partnership of an intercompany loan to the
         Bermuda Borrower as contemplated by Section 9.05(xix) at any time U.S.
         Borrower Incremental Term Loans are outstanding, such prepayment shall
         be accompanied by a prepayment of U.S. Borrower Incremental Term Loans
         by the U.S. Borrower in such amount so that the voluntary prepayments
         of Term Loans at such time is made on a pro rata basis (based upon the
         TL Repayment Percentages of each such Tranche of Term Loans and the
         then outstanding principal amounts of each such Tranche of Term Loans).

                  4.02 Mandatory Repayments and Commitment Reductions. (a) (i)
If on any date the Aggregate Multicurrency Facility RL Exposure exceeds the
Total Multicurrency Facility Revolving Loan Commitment as then in effect, the
U.S. Borrower shall prepay on such date the principal of outstanding U.S.
Borrower Multicurrency Facility Revolving Loans and/or U.S. Borrower
Multicurrency Facility Swingline Loans, and/or the Bermuda Borrower shall prepay
on such date the principal of outstanding Bermuda Borrower Multicurrency
Facility Revolving Loans and/or Bermuda Borrower Multicurrency Facility
Swingline Loans, in an amount (in the

                                      -72-

<PAGE>

case of payments made with respect to Euro Denominated Loans, taking the Dollar
Equivalent of the amounts paid in Euros in which payments on such Loans are
owing) equal to such excess (with such repayment of Multicurrency Facility
Revolving Loans and Multicurrency Facility Swingline Loans to be allocated among
U.S. Borrower Multicurrency Facility Revolving Loans, U.S. Borrower
Multicurrency Facility Swingline Loans, Bermuda Borrower Multicurrency Facility
Revolving Loans and Bermuda Borrower Multicurrency Facility Swingline Loans as
the Borrowers may elect). If, after giving effect to the prepayment of all
outstanding Multicurrency Facility Swingline Loans and Multicurrency Facility
Revolving Loans, the aggregate amount of the Multicurrency Facility Letter of
Credit Outstandings and Bank Guaranty Outstandings exceeds the Total
Multicurrency Facility Revolving Loan Commitment as then in effect, the U.S.
Borrower agrees (as to U.S. Borrower Multicurrency Facility Letters of Credit
and U.S. Borrower Bank Guaranties), and the Bermuda Borrower agrees (as to
Bermuda Borrower Multicurrency Facility Letters of Credit and Bermuda Borrower
Bank Guaranties), to pay to the Administrative Agent at the Payment Office on
such date an amount of cash or Cash Equivalents (in Dollars or in the respective
currencies in which the Multicurrency Facility Letter of Credit Outstandings or
Bank Guaranty Outstandings are denominated) equal to the amount of such excess
(up to a maximum amount equal to (x) in the case of the U.S. Borrower, the
Multicurrency Facility Letter of Credit Outstandings with respect to U.S.
Borrower Multicurrency Facility Letters of Credit and the Bank Guaranty
Outstandings with respect to U.S. Borrower Bank Guaranties at such time and (y)
in the case of the Bermuda Borrower, the Multicurrency Facility Letter of Credit
Outstandings with respect to Bermuda Borrower Multicurrency Facility Letters of
Credit and the Bank Guaranty Outstandings with respect to Bermuda Borrower Bank
Guaranties at such time), such cash or Cash Equivalents to be held as security
for all obligations of the U.S. Borrower or the Bermuda Borrower, as the case
may be, hereunder in a cash collateral account to be established by the
Administrative Agent.

                  (ii)     If on any date the Aggregate Dollar Facility RL
Exposure exceeds the Total Dollar Facility Revolving Loan Commitment as then in
effect, the U.S. Borrower shall prepay on such date the principal of outstanding
U.S. Borrower Dollar Facility Revolving Loans and/or U.S. Borrower Dollar
Facility Swingline Loans, and/or the Bermuda Borrower shall prepay on such date
the principal of outstanding Bermuda Borrower Dollar Facility Revolving Loans
and/or Bermuda Borrower Dollar Facility Swingline Loans, in an amount equal to
such excess (with such repayment of Dollar Facility Revolving Loans and Dollar
Facility Swingline Loans to be allocated among U.S. Borrower Dollar Facility
Revolving Loans, U.S. Borrower Dollar Facility Swingline Loans, Bermuda Borrower
Dollar Facility Revolving Loans and Bermuda Borrower Dollar Facility Swingline
Loans as the Borrowers may elect). If, after giving effect to the prepayment of
all outstanding Dollar Facility Swingline Loans and Dollar Facility Revolving
Loans, the aggregate amount of the Dollar Facility Letter of Credit Outstandings
exceeds the Total Dollar Facility Revolving Loan Commitment as then in effect,
the U.S. Borrower agrees (as to U.S. Borrower Dollar Facility Letters of
Credit), and the Bermuda Borrower agrees (as to Bermuda Borrower Dollar Facility
Letters of Credit), to pay to the Administrative Agent at the appropriate
Payment Office on such date an amount of cash or Cash Equivalents (in Dollars)
equal to the amount of such excess (up to a maximum amount equal to (x) in the
case of the U.S. Borrower, the Dollar Facility Letter of Credit Outstandings
with respect to U.S. Borrower Dollar Facility Letters of Credit at such time and
(y) in the case of the Bermuda Borrower, the Dollar Facility Letter of Credit
Outstandings with respect to Bermuda Borrower Dollar Facility Letters of Credit
at such time), such cash or Cash Equivalents to be

                                      -73-

<PAGE>

held as security for all obligations of the U.S. Borrower or the Bermuda
Borrower, as the case may be, hereunder in a cash collateral account to be
established by the Administrative Agent.

                  (b)      (i) [Intentionally deleted].

                  (ii)     [Intentionally deleted].

                  (iii)    In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date set forth
below, the Bermuda Borrower shall be required to repay that principal amount of
Tranche C Term Loans, to the extent then outstanding, as is set forth opposite
such date (each such repayment, as the same may be reduced as provided in
Sections 4.01 and 4.02(h), a "Tranche C Term Loan Scheduled Repayment"):

<TABLE>
<CAPTION>
Tranche C Scheduled Repayment Date                                            Amount
----------------------------------                                            ------
<S>                                                                       <C>
Last day of 4th Fiscal Quarter of Fiscal Year 2003                        $ 10,000,000

Last day of 1st Fiscal Quarter of Fiscal Year 2004                        $ 10,000,000
Last day of 2nd Fiscal Quarter of Fiscal Year 2004                        $ 10,000,000
Last day of 3rd Fiscal Quarter of Fiscal Year 2004                        $ 10,000,000
Last day of 4th Fiscal Quarter of Fiscal Year 2004                        $ 10,000,000

Last day of 1st Fiscal Quarter of Fiscal Year 2005                        $ 10,000,000
Last day of 2nd Fiscal Quarter of Fiscal Year 2005                        $ 10,000,000
Last day of 3rd Fiscal Quarter of Fiscal Year 2005                        $ 10,000,000
Last day of 4th Fiscal Quarter of Fiscal Year 2005                        $ 10,000,000

Last day of 1st Fiscal Quarter of Fiscal Year 2006                        $ 10,000,000
Last day of 2nd Fiscal Quarter of Fiscal Year 2006                        $ 10,000,000
Last day of 3rd Fiscal Quarter of Fiscal Year 2006                        $ 10,000,000
Last day of 4th Fiscal Quarter of Fiscal Year 2006                        $ 10,000,000

Last day of 1st Fiscal Quarter of Fiscal Year 2007                        $ 10,000,000
Last day of 2nd Fiscal Quarter of Fiscal Year 2007                        $ 10,000,000
Last day of 3rd Fiscal Quarter of Fiscal Year 2007                        $ 10,000,000
Last day of 4th Fiscal Quarter of Fiscal Year 2007                        $ 10,000,000

Last day of 1st Fiscal Quarter of Fiscal Year 2008                        $ 10,000,000
Last day of 2nd Fiscal Quarter of Fiscal Year 2008                        $ 10,000,000

Tranche C Term Loan Maturity Date                                         $125,000,000
</TABLE>

                  (c)      In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date on or after
the Effective Date upon which Holdings or any of the its Subsidiaries receives
Net Sale Proceeds from any Asset Sale, an amount equal to 100% of the Net Sale
Proceeds from such Asset Sale shall be applied as a mandatory repayment and/or
commitment reduction in accordance with the requirements of Sections 4.02(h) and
(i); provided that (i) with respect to Net Sale Proceeds (other than (x) Net
Sale Proceeds from any

                                      -74-

<PAGE>

Contemplated Asset Sale consummated in accordance with the requirements of
Section 9.02(xviii) and (y) any Net Sale Proceeds from the sale of any Principal
Property pursuant to Section 9.02(xix)) received by Holdings or any of its
Subsidiaries in any Fiscal Year of Holdings not to exceed (in the aggregate)
$25,000,000, such Net Sale Proceeds shall not give rise to a mandatory repayment
and/or commitment reduction on such date as otherwise required above, so long as
no Specified Default and no Event of Default exists at the time such Net Sale
Proceeds are received and an Authorized Officer of Holdings or the U.S. Borrower
has delivered a certificate to the Administrative Agent on or prior to such date
stating that such Net Sale Proceeds shall be used (or contractually committed to
be used) to purchase capital assets used or to be used in a Permitted Business
within 360 days following the date of receipt of such Net Sale Proceeds from
such Asset Sale (which certificate shall set forth the estimates of the proceeds
to be so expended); provided, however, that (I) if all or any portion of such
Net Sale Proceeds are not so used within such 360-day period (or contractually
committed within such period to be used), such remaining portion shall be
applied on the last day of such period as a mandatory repayment as provided
above (without giving effect to the immediately preceding proviso) and (II) if
all or any portion of such Net Sale Proceeds are not required to be applied on
the last day of such 360-day period referred to in clause (I) of this proviso
because such amount is contractually committed within such period to be used and
then either (A) subsequent to such date such contract is terminated or expires
without such portion being so used or (B) such contractually committed portion
is not so used within six months after the last day of such 360-day period
referred to in clause (I) of this proviso, such remaining portion, in the case
of either of the preceding clauses (A) or (B), shall be applied as a mandatory
repayment as provided above (without giving effect to the immediately preceding
proviso). Notwithstanding anything to the contrary contained in this Section
4.02(c), (x) if the New Senior Notes Documents, New 2010 Senior Notes Documents
or Existing Senior Notes Documents permit a lesser amount to be reinvested, or
have a shorter reinvestment period, than is provided above with respect to any
Asset Sales, then such lesser permitted reinvestment amount, and/or shorter
reinvestment period, as the case may be, shall be applicable for purposes of
this Section 4.02(c) so long as the New Senior Notes, New 2010 Senior Notes or
such Existing Senior Notes, as the case may be, remain outstanding, and (y) in
no event shall Holdings or any of its Subsidiaries use any proceeds from any
Asset Sale to make any voluntary or mandatory repayment or prepayment of New
Senior Notes, New 2010 Senior Notes or Existing Senior Notes and, before any
such obligation to use such proceeds to make such repayment shall arise,
Holdings or the respective Subsidiary shall reinvest the respective amounts as
permitted above in this Section 4.02(c) or apply such proceeds as a mandatory
prepayment in accordance with requirements of Sections 4.02(h) and (i).

                  (d)      In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date on or after
the Effective Date on which Holdings or any of its Subsidiaries receives any
cash proceeds from (i) any incurrence of Indebtedness (other than Indebtedness
permitted to be incurred pursuant to Section 9.04 as in effect on the Effective
Date), (ii) any issuance of Equity Interests (other than Holdings Common Stock
or options, rights or warrants therefor) by Holdings or (iii) any issuance of
capital stock or other Equity Interests by, or cash capital contributions to,
any Subsidiary of Holdings (other than (x) issuances of common Equity Interests
to Holdings or any other Subsidiary of Holdings by Holdings or any other
Subsidiary of Holdings, and (y) cash capital contributions to any Subsidiary of
Holdings by Holdings or any Subsidiary of Holdings), an amount equal to 100% of
the Net Cash Proceeds of the respective incurrence of Indebtedness, issuance of
Equity Interests or cash capital contribution

                                      -75-

<PAGE>

shall be applied as a mandatory repayment in accordance with the requirements of
Sections 4.02(h) and (i).

                  (e)      In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each date after the
Initial Borrowing Date on which Holdings or any of its Subsidiaries receives any
cash proceeds from any sale or issuance of Holdings Common Stock (including from
the sale or issuance of options, warrants or rights to purchase any such equity)
by, or cash capital contributions to, Holdings (including any contribution made
pursuant to the Capital Call Agreement but excluding proceeds received from (i)
the Common Equity Financing and (ii) the sale or issuance by Holdings of shares
of its common stock (including as a result of the exercise of any options or
warrants with regard thereto), or options or warrants to purchase shares of its
common stock, to any employee, officer or director of Holdings or any of its
Subsidiaries in an aggregate amount (for all such sales and issuances) not to
exceed $2,000,000 in any Fiscal Year of Holdings), an amount equal to the
Applicable Prepayment Percentage of such cash proceeds (net of all underwriting
discounts, fees and commissions and other costs and expenses associated
therewith) of the respective equity issuance or capital contribution shall be
applied as a mandatory repayment and/or commitment reduction in accordance with
the requirements of Sections 4.02(h) and (i).

                  (f)      In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, within 10 days following
each date on or after the Effective Date on which Holdings or any of its
Subsidiaries receives any proceeds from any Recovery Event (other than proceeds
from Recovery Events in an amount less than $2,500,000 per Recovery Event), an
amount equal to 100% of the proceeds of such Recovery Event (net of reasonable
costs (including, without limitation, legal costs and expenses) and taxes
incurred in connection with such Recovery Event and the amount of such proceeds
required to be used to repay any Indebtedness (other than Indebtedness of the
Lenders pursuant to this Agreement) which is secured by the respective assets
subject to such Recovery Event) shall be applied as a mandatory repayment and/or
commitment reduction in accordance with the requirements of Sections 4.02(h) and
(i); provided that so long as no Specified Default and no Event of Default then
exists and such proceeds do not exceed $25,000,000, such proceeds shall not be
required to be so applied on such date to the extent that an Authorized Officer
of Holdings or the U.S. Borrower has delivered a certificate to the
Administrative Agent on or prior to such date stating that such proceeds shall
be used (or contractually committed to be used) within 360 days following the
date of receipt of such proceeds from such Recovery Event to replace or restore
any properties or assets in respect of which such proceeds were paid (which
certificate shall set forth the estimates of the proceeds to be so expended),
and provided further, that (I) if all or any portion of such proceeds are not so
used (or contractually committed to be used) within such 360-day period, such
remaining portion shall be applied as a mandatory repayment and/or commitment
reduction as provided above (without giving effect to the immediately preceding
proviso) and (II) if all or any portion of such proceeds are not required to be
applied on the last day of such 360-day period referred to in clause (I) of this
proviso because such amount is contractually committed to be used and then
either (A) subsequent to such date such contract is terminated or expires
without such portion being so used or (B) such contractually committed portion
is not so used within six months after the last day of such 360-day period
referred to in clause (I) of this proviso, such remaining portion, in the case
of either of the preceding clauses (A) or (B), shall be

                                      -76-

<PAGE>

applied as a mandatory repayment and/or commitment reduction as provided above
(without giving effect to the immediately preceding proviso).

                  (g)      In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, on each Excess Cash Payment
Date, an amount equal to the Applicable Prepayment Percentage of the Excess Cash
Flow for the relevant Excess Cash Flow Payment Period shall be applied as a
mandatory repayment and/or commitment reduction in accordance with the
requirements of Sections 4.02(h) and (i).

                  (h)      (I) Each amount required to be applied pursuant to
Sections 4.02(c), (d), (e), (f), and (g) in accordance with this Section 4.02(h)
shall be applied (i) first, to repay the outstanding principal amount of Term
Loans, (ii) second, to the extent in excess of the amounts applied pursuant to
preceding clause (i), as a mandatory reduction to the Total Incremental Term
Loan Commitment in effect at such time (if any) and (iii) third, to the extent
in excess of the amounts required to be applied pursuant to preceding clauses
(i) and (ii), to permanently reduce the Total Revolving Loan Commitment.

                  (II)     Each amount required to be applied to repay
outstanding Term Loans pursuant to this Section 4.02(h) shall, subject to the
immediately succeeding proviso, be applied pro rata to each Tranche of Term
Loans (based upon the TL Repayment Percentages of the various Tranches of Term
Loans and the then outstanding principal amounts of the respective Tranches of
Term Loans); provided that (i) the Net Sale Proceeds from any Asset Sale
effected by Holdings or any of its Domestic Subsidiaries and required to be
applied to the repayment of Term Loans pursuant to clause (I) of this Section
4.02(h), shall be applied (x) first, to repay principal of outstanding U.S.
Borrower Incremental Term Loans, if any (on a pro rata basis to each Tranche of
U.S. Borrower Incremental Term Loans based on the TL Repayment Percentages of
such Tranches of U.S. Borrower Incremental Term Loans and the then outstanding
principal amount of such Tranches of U.S. Borrower Incremental Term Loans (but,
for such purposes, as if no Tranche C Term Loans and no Bermuda Borrower
Incremental Term Loans were then outstanding)) and (y) second, after the
repayment in full of all outstanding U.S. Borrower Incremental Term Loans, to
repay principal of outstanding Tranche C Term Loans and Bermuda Borrower
Incremental Term Loans (on a pro rata basis to each such Tranche of Term Loans,
based upon the TL Repayment Percentages of such Tranches of Term Loans and the
then outstanding principal amounts of such Tranches of Term Loans) and (ii) the
Net Sale Proceeds from any Asset Sale effected by any Foreign Subsidiary of
Holdings and required to be applied to the repayment of Term Loans pursuant to
clause (I) of this Section 4.02(h), shall be applied (x) first, to repay
principal of outstanding Tranche C Term Loans and Bermuda Borrower Incremental
Term Loans (on a pro rata basis to each such Tranche of Term Loans, based upon
the TL Repayment Percentages of such Tranches of Term Loans and the then
outstanding principal amounts of such Tranches of Term Loans (but, for such
purposes, as if no U.S. Borrower Incremental Term Loans were then outstanding))
and (y) second, after the repayment in full of all outstanding Tranche C Term
Loans and Bermuda Borrower Incremental Term Loans, to repay principal of
outstanding U.S. Borrower Incremental Term Loans, if any (on a pro rata basis to
each Tranche of U.S. Borrower Incremental Term Loans based on the TL Repayment
Percentages of such Tranches of U.S. Borrower Incremental Term Loans and the
then outstanding principal amount of such Tranches of U.S. Borrower Incremental
Term Loans

                                      -77-

<PAGE>

(but, for such purposes, as if no Tranche C Term Loans and no Bermuda Borrower
Incremental Term Loans were then outstanding)).

                  (III)    The amount of each reduction to the Total Revolving
Loan Commitment pursuant to this Section 4.02(h) shall be applied to reduce the
Total Multicurrency Facility Revolving Loan Commitment and the Total Dollar
Facility Revolving Loan on a pro rata basis (based on the relative amounts of
the Total Multicurrency Facility Revolving Loan Commitment and the Total Dollar
Facility Revolving Loan Commitment in each case as in effect before giving
effect to the respective reduction). In addition, (x) the amount of any
reduction to the Incremental Term Loan Commitments and the Revolving Loan
Commitments as provided in subclause (I)(ii) or (iii), as the case may be, of
this Section 4.02(h) above shall be deemed to be an application of proceeds for
purposes of this Section 4.02(h) even though cash may not be required to
actually be applied, (y) in connection with any reduction to the Total
Incremental Term Loan Commitment or the Total Revolving Loan Commitment, any
cash received by Holdings or any Subsidiary of the U.S. Borrower in connection
with the event giving rise to such reduction will be retained by such Person,
except, in the case of a reduction to the Total Revolving Loan Commitment, to
the extent that such cash is otherwise required to be applied as provided in
Section 4.02(a) as a result of any such reduction to the Total Revolving Loan
Commitment and (z) each reduction to the Total Incremental Term Loan Commitment,
the Total Multicurrency Facility Revolving Loan Commitment or the Total Dollar
Facility Revolving Loan Commitment shall apply to reduce the respective
underlying Commitments of the Lenders with such Commitments on a pro rata basis
as provided in Section 3.03(h).

                  (IV)     All repayments or commitment reductions, as the case
may be, of outstanding Term Loans or Incremental Term Loan Commitments of a
given Tranche, as the case may be, pursuant to Section 4.02(c), (d), (e), (f) or
(g) shall be applied to reduce the then remaining Scheduled Repayments of the
respective Tranche of Term Loans on a pro rata basis (based upon the then
remaining principal amounts of the Scheduled Repayments of such Tranche of Term
Loans after giving effect to all prior reductions thereto) ; provided that if
Incremental Term Loan Commitments of a given Tranche are not included as part of
the Incremental Term Loan Scheduled Repayments for such Tranche set forth in the
respective Incremental Term Loan Commitment Agreement (e.g., because the
Incremental Term Loan Scheduled Repayments are set forth on a percentage basis
rather in a dollar amount), no such reduction to the respective Incremental Term
Loan Scheduled Repayments shall be required as a result of a reduction in the
Incremental Term Loan Commitments of such Tranche.

                  (i)      With respect to each repayment of Loans required by
this Section 4.02, the respective Borrower may (subject to the requirements of
preceding clause (h)) designate the Types of Loans of the respective Tranche
which are to be repaid and, in the case of Euro Rate Loans (other than Swingline
Loans), the specific Borrowing or Borrowings of the respective Tranche pursuant
to which made, provided that: (i) in the case of repayments of Euro Rate Loans
(other than Swingline Loans), repayments of such Loans pursuant to this Section
4.02 on any day other than the last day of an Interest Period applicable thereto
shall be accompanied by payment by the respective Borrower of all amounts owing
in connection therewith pursuant to Section 1.11; (ii) if any repayment of Euro
Rate Loans (other than Swingline Loans) made pursuant to a single Borrowing
shall reduce the outstanding Euro Rate Loans made pursuant to such Borrowing to
an amount less than the Minimum Borrowing Amount applicable to the respective

                                      -78-

<PAGE>

Euro Rate Loans, such Borrowing (x) in the case of Eurodollar Loans, shall be
converted at the end of the then current Interest Period into a Borrowing of
Base Rate Loans and (y) in the case of Euro Denominated Revolving Loans, shall
be repaid in full at the end of the then current Interest Period; and (iii) each
repayment of any Tranche of Loans made pursuant to a Borrowing shall be applied
pro rata among such Tranche of Loans. In the absence of a designation by the
respective Borrower as described in the preceding sentence, the Administrative
Agent shall, subject to the above, make such designation in its sole discretion
with a view, but no obligation, to minimize breakage costs owing under Section
1.11.

                  (j)      Notwithstanding anything to the contrary contained
elsewhere in this Agreement, (i) all then outstanding Swingline Loans shall be
repaid in full on the Swingline Expiry Date, (ii) all other then outstanding
Loans shall be repaid in full on the respective Maturity Date for such Loans and
(iii) unless the Required Lenders shall otherwise agree in writing in their sole
discretion, all outstanding Loans shall be repaid in full upon the occurrence of
a Change of Control.

                  (k)      [Intentionally deleted].

                  (l)      Notwithstanding anything to the contrary contained
above, all payments owing with respect to each Tranche pursuant to this Section
4.02 shall be made in the respective currency or currencies in which the
respective obligations are owing in accordance with the terms of this Agreement.
For purposes of making calculations pursuant to this Section 4.02, the
Administrative Agent shall be entitled to use the Dollar Equivalent or Euro
Equivalent, as the case may be, of any such amounts required to be converted
into other currencies for purposes of making determinations pursuant to this
Section 4.02.

                  (m)      In addition to any other mandatory repayments or
commitment reductions pursuant to this Section 4.02, each Incremental Term Loan
Borrower shall be required to make, with respect to each Tranche of Incremental
Term Loans of such Incremental Term Loan Borrower, to the extent then
outstanding, scheduled amortization payments of such Tranche of Incremental Term
Loans on the dates and in the principal amounts set forth in the respective
Incremental Term Loan Commitment Agreement (each such repayment, as the same may
be reduced as provided in Sections 3.02, 4.01 and 4.02(h), an "Incremental Term
Loan Scheduled Repayment"; provided that, if any Incremental Term Loans are
incurred which will be added to (and form part of) an existing Tranche of
Incremental Term Loans, the amount of the then remaining Incremental Term Loan
Scheduled Repayments of the respective Tranche shall be proportionally increased
(with the aggregate amount of increases to the then remaining Incremental Term
Loan Scheduled Repayments to equal the aggregate principal amount of such new
Incremental Term Loans then being incurred) in accordance with the requirements
of clause (ii) of Section 1.15(c).

                  4.03 Method and Place of Payment. Except as otherwise
specifically provided herein, all payments under this Agreement or any Note
shall be made to the Administrative Agent for the account of the Lender or
Lenders entitled thereto not later than 2:00 P.M. (New York time) on the date
when due and shall be made in (x) Dollars in immediately available funds at the
Payment Office of the Administrative Agent in respect of any obligation of the
Borrowers under this Agreement except as otherwise provided in the immediately
following clause (y) and

                                      -79-

<PAGE>

(y) Euros in immediately available funds at the Payment Office of the
Administrative Agent, if such payment is made in respect of (i) principal of or
interest on Euro Denominated Loans, (ii) Letter of Credit Fees, Facing Fees and
Unpaid Drawings (and interest thereon) in respect of Euro Denominated Letters of
Credit at any time prior to the occurrence of a Sharing Event, (iii) Bank
Guaranty Fees and Unreimbursed Payments (and interest thereon) in respect of
Euro Denominated Bank Guaranties at any time prior to the occurrence of a
Sharing Event or (iv) any increased costs, indemnities or other amounts owing
with respect to Euro Denominated Loans (or Commitments relating thereto), Euro
Denominated Letters of Credit or Euro Denominated Bank Guaranties at any time
prior to the occurrence of a Sharing Event. The Administrative Agent will
thereafter cause to be distributed on the same day (if payment was actually
received by the Administrative Agent prior to 2:00 P.M. (New York time) like
funds relating to the payment of principal, interest or Fees ratably to the
Lenders entitled thereto. Any payments under this Agreement which are made later
than 2:00 P.M. (New York time) shall be deemed to have been made on the next
succeeding Business Day. Whenever any payment to be made hereunder or under any
Note shall be stated to be due on a day which is not a Business Day, the due
date thereof shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest shall be payable at the applicable
rate during such extension.

                  4.04 Net Payments. (a) All payments made by any Credit Party
under any Credit Document (including, in the case of Holdings or the U.S.
Borrower, in its capacity as a guarantor pursuant to Section 14 or 15, as the
case may be) or under any Note will be made without setoff, counterclaim or
other defense. Except as provided in Section 4.04(b), all such payments will be
made free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payments
(but excluding, except as provided in the second succeeding sentence, any tax
imposed on or measured by the net income of a Lender pursuant to the laws of the
jurisdiction in which it is organized or the jurisdiction in which the principal
office or applicable lending office of such Lender is located or any subdivision
thereof or therein) and all interest, penalties or similar liabilities with
respect thereto (all such non-excluded taxes, levies, imposts, duties, fees,
assessments or other charges being referred to collectively as "Taxes"). If any
Taxes are so levied or imposed, the respective Borrower (and any other Credit
Party making the payment) agrees to pay the full amount of such Taxes, and such
additional amounts as may be necessary so that every payment of all amounts due
under this Agreement or under any Note, after withholding or deduction for or on
account of any Taxes, will not be less than the amount provided for herein or in
such Note. If any amounts are payable in respect of Taxes pursuant to the
preceding sentence, then the respective Borrower (and any other Credit Party
making the payment) shall be obligated to reimburse each Lender, upon the
written request of such Lender, for the net additional taxes (after taking into
account available credits with respect to such withholding taxes) imposed on or
measured by the net income of such Lender pursuant to the laws of the
jurisdiction in which such Lender is organized or in which the principal office
or applicable lending office of such Lender is located or under the laws of any
political subdivision or taxing authority of any such jurisdiction in which such
Lender is organized or in which the principal office or applicable lending
office of such Lender is located and for any withholding of taxes as such Lender
shall determine are payable by, or withheld from, such Lender in respect of such
amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Lender
pursuant to this sentence, the

                                      -80-

<PAGE>

respective Borrower (or Credit Party) will furnish to the Administrative Agent
within 45 days after the date of the payment of any Taxes due pursuant to
applicable law certified copies of tax receipts evidencing such payment by such
Borrower (or the respective other Credit Party). The Credit Agreement Parties
jointly and severally agree (and each Subsidiary Guarantor pursuant to its
respective Subsidiary Guaranty, and the incorporation by reference therein of
the provisions of this Section 4.04, shall agree) to indemnify and hold harmless
each Lender, and reimburse such Lender upon its written request, for the amount
of any Taxes so levied or imposed and paid by such Lender.

                  (b)      Each Lender that is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to
the U.S. Borrower and the Administrative Agent on or prior to the Effective
Date, or in the case of a Lender that is an assignee or transferee of an
interest under this Agreement pursuant to Section 1.13 or 13.04 (unless the
respective Lender was already a Lender hereunder immediately prior to such
assignment or transfer), on the date of such assignment or transfer to such
Lender, (i) two accurate and complete original signed copies of Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) (or successor forms) certifying to such Lender's
entitlement as of such date to a complete exemption from United States
withholding tax with respect to payments to be made under this Agreement and
under any Note, or (ii) if the Lender is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form W-8ECI or Form W-8BEN (with respect to a complete exemption under
an income tax treaty) pursuant to clause (i) above, (x) a certificate
substantially in the form of Exhibit D (any such certificate, a "Section
4.04(b)(ii) Certificate") and (y) two accurate and complete original signed
copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio
interest exemption) (or successor form) certifying to such Lender's entitlement
as of such date to a complete exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement and under any
Note. In addition, each Lender agrees that from time to time after the Effective
Date, when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, it will deliver to
the U.S. Borrower and the Administrative Agent two new accurate and complete
original signed copies of Internal Revenue Service Form W-8ECI, Form W-8BEN
(with respect to the benefits of any income tax treaty), or Form W-8BEN (with
respect to the portfolio interest exemption) and a Section 4.04(b)(ii)
Certificate, as the case may be, and such other forms as may be required in
order to confirm or establish the entitlement of such Lender to a continued
exemption from or reduction in United States withholding tax with respect to
payments under this Agreement and any Note, or it shall immediately notify the
U.S. Borrower and the Administrative Agent of its inability to deliver any such
Form or Certificate, in which case such Lender shall not be required to deliver
any such Form or Certificate pursuant to this Section 4.04(b). Notwithstanding
anything to the contrary contained in Section 4.04(a), but subject to Section
13.04(b) and the immediately succeeding sentence, (x) the U.S. Borrower shall be
entitled, to the extent it is required to do so by law, to deduct or withhold
income or similar taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or other
amounts payable by the U.S. Borrower hereunder for the account of any Lender
which is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that
such Lender has not provided to the U.S. Borrower U.S. Internal Revenue Service
Forms that establish a complete exemption from such deduction or withholding and
(y) the U.S. Borrower shall not be obligated pursuant to Section

                                      -81-

<PAGE>

4.04(a) hereof to gross-up payments to be made to a Lender in respect of income
or similar taxes imposed by the United States if (I) such Lender has not
provided to the U.S. Borrower the Internal Revenue Service Forms required to be
provided to the U.S. Borrower pursuant to this Section 4.04(b) or (II) in the
case of a payment, other than interest, to a Lender described in clause (ii)
above, to the extent that such forms do not establish a complete exemption from
withholding of such taxes. Notwithstanding anything to the contrary contained in
the preceding sentence or elsewhere in this Section 4.04 and except as set forth
in Section 13.04(b), the Borrower agrees to pay additional amounts and to
indemnify each Lender in the manner set forth in Section 4.04(a) (without regard
to the identity of the jurisdiction requiring the deduction or withholding) in
respect of any amounts deducted or withheld by it as described in the
immediately preceding sentence (x) as a result of any changes after the
Effective Date (or, if later, the date such Lender became party to this
Agreement) in any applicable law, treaty, governmental rule, regulation,
guideline or order, or in the interpretation thereof, relating to the deducting
or withholding of income or similar taxes or (y) as a result of the purchase of
a participation as required by Section 1.14 following the occurrence of a
Sharing Event.

                  SECTION 5. Conditions Precedent to Credit Events on the
Initial Borrowing Date. The obligation of each Lender to make each Loan
hereunder, the obligation of each Issuing Lender to issue each Letter of Credit
hereunder and the obligation of each Bank Guaranty Issuer to issue each Bank
Guaranty hereunder, in any case on the Initial Borrowing Date, is subject, at
the time of the making of such Loans, the issuance of such Letters of Credit and
the issuance of such Bank Guaranties to the satisfaction of the following
conditions:

                  5.01 Execution of Agreement; Notes. On or prior to the Initial
Borrowing Date, (i) the Effective Date shall have occurred and (ii) there shall
have been delivered to the Administrative Agent for the account of each Lender
which has requested the same the appropriate Tranche A Term Note, Tranche B Term
Note, Multicurrency Facility Revolving Note, U.S. Borrower Dollar Facility
Revolving Note and/or Bermuda Borrower Dollar Facility Revolving Note and to the
Swingline Lender, if so requested by it, the Multicurrency Facility Swingline
Note, the U.S. Borrower Dollar Facility Swingline Note and the Bermuda Borrower
Dollar Facility Swingline Note, in each case executed by the relevant Borrower
and in the amount, maturity and as otherwise provided herein.

                  5.02 Officer's Certificate. On the Initial Borrowing Date, the
Administrative Agent shall have received a certificate from the U.S. Borrower,
dated such date and signed by an Authorized Officer of the U.S. Borrower, (x)
certifying that all of the applicable conditions set forth in Sections 5.05
through 5.13, inclusive, and Sections 6A.01 and 6B.01 (other than such
conditions that are expressly subject to the satisfaction of the Agents and/or
the Required Lenders), have been satisfied on such date and (y) containing the
representation and warranty set forth in Section 7.26.

                  5.03 Opinions of Counsel. On the Initial Borrowing Date, the
Administrative Agent shall have received (i) from Paul, Hastings, Janofsky &
Walker LLP, special counsel to the Credit Parties, an opinion addressed to each
Agent, the Collateral Agent and each of the Lenders and dated the Initial
Borrowing Date substantially in the form of Exhibit E-1, (ii) from Appleby,
Spurling & Kempe, special Bermuda counsel to the Credit Parties organized under
the laws of Bermuda, an opinion addressed to each Agent, the Collateral Agent
and each of the

                                      -82-

<PAGE>

Lenders and dated the Initial Borrowing Date substantially in the form of
Exhibit E-2, (iii) from foreign counsel to the Credit Parties and/or the Agents
in each Qualified Non-U.S. Jurisdiction, Germany, Italy, Japan, Turkey,
Colombia, Costa Rica, Honduras and the Philippines, in each case reasonably
satisfactory to the Agents, opinions which shall (x) be addressed to each Agent,
the Collateral Agent and each of the Lenders and be dated the Initial Borrowing
Date, (y) cover various matters regarding the execution, delivery and
performance of the Credit Documents to which Subsidiaries of Holdings organized
in the relevant such jurisdiction are party, the perfection and priority of
security interests granted by Credit Parties organized in such jurisdiction or
granted in respect of entities organized in such jurisdiction, and/or such other
matters incident to the transactions contemplated herein as the Agents may
reasonably request and (z) be in form, scope and substance reasonably
satisfactory to the Agents, (iv) from local counsel to the U.S. Credit Parties
and/or the Agents reasonably satisfactory to the Agents practicing in those
jurisdictions in which U.S. Mortgaged Properties are located and/or U.S.
Subsidiary Guarantors are organized, such opinions as the Agents may reasonably
request, which opinions (x) shall be addressed to each Agent, the Collateral
Agent and each of the Lenders and be dated the Initial Borrowing Date, (y) shall
cover the perfection of the security interests granted pursuant to the relevant
Security Documents and such other matters incident to the transactions
contemplated herein as the Agents may reasonably request and (z) shall be in
form and substance reasonably satisfactory to the Agents, and (v) reliance
letters addressed to each Agent, the Collateral Agent and each of the Lenders
and dated the Initial Borrowing Date with respect to such legal opinions
delivered in connection with the Acquisition, as may have been requested by any
Agent or the Required Lenders, which reliance letters and opinions shall cover
such matters as the Agents may reasonably request and be in form, scope and
substance reasonably satisfactory to the Agents.

                  5.04 Company Documents; Proceedings. (a) On the Initial
Borrowing Date, the Administrative Agent shall have received from each Credit
Agreement Party and each U.S. Subsidiary Guarantor a certificate, dated the
Initial Borrowing Date, signed by the chairman, a vice-chairman, the president
or any vice-president of such Credit Party, and attested to by the secretary,
any assistant secretary or other senior officer of such Credit Party, in the
form of Exhibit F with appropriate insertions, together with copies of the
certificate of incorporation, by-laws or equivalent organizational documents of
such Credit Party and the resolutions of such Credit Party referred to in such
certificate (and, in the case of the certificate from the U.S. Borrower,
together with copies of the certificates of incorporation, by-laws or equivalent
organizational documents of each Foreign Subsidiary of Holdings (x) which is a
Subsidiary Guarantor or (y) in respect of which security interests are being
granted by a Subsidiary Guarantor), and all of the foregoing (including each
such certificate of incorporation, by-laws or other organizational document)
shall be reasonably satisfactory to the Agents.

                  (b)      On the Initial Borrowing Date, all Company and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Documents shall be
reasonably satisfactory in form and substance to the Agents, and the
Administrative Agent shall have received all information and copies of all
certificates, documents and papers, including good standing certificates,
bring-down certificates and any other records of Company proceedings and
governmental approvals, if any, which the Agents reasonably may have requested
in connection therewith, such documents and papers, where appropriate, to be
certified by proper Company or governmental authorities.

                                      -83-

<PAGE>

                  (c)      On the Initial Borrowing Date and after giving effect
to the Transaction, the capital structure (including, without limitation, the
terms of any capital stock, options, warrants or other securities issued by
Holdings and its Subsidiaries) and management of Holdings, the U.S. Borrower and
their respective Subsidiaries shall be in form and substance reasonably
satisfactory to the Agents.

                  5.05 Adverse Change, etc. On the Initial Borrowing Date,
nothing shall have occurred since December 28, 2002 (and the Agents and Lenders
shall have become aware of no facts, conditions or other information not
previously known) which any Agent or the Required Lenders shall reasonably
determine has had, or could reasonably be likely to have, (i) a Material Adverse
Effect or (ii) material adverse effect on the Transaction.

                  5.06 Litigation. On the Initial Borrowing Date, there shall be
no actions, suits, proceedings or investigations pending or threatened (a) with
respect to the Transaction or any documentation executed in connection therewith
(including any Credit Document) or the transactions contemplated hereby and
thereby, except for the Permitted Shareholder Litigation, (b) with respect to
any Existing Indebtedness or (c) which any Agent or the Required Lenders shall
determine has had, or could reasonably be expected to have (i) a Material
Adverse Effect or (ii) a material adverse effect on the Transaction.

                  5.07 Approvals. Except for immaterial filings relating to the
Acquisition set forth on Schedule XIX, on or prior to the Initial Borrowing
Date, (i) all necessary governmental (domestic and foreign), regulatory and
third party approvals and/or consents in connection with any Existing
Indebtedness, the Transaction, the transactions contemplated by the Documents
and otherwise referred to herein or therein shall have been obtained and remain
in full force and effect and evidence thereof shall have been provided to the
Administrative Agent, and (ii) all applicable waiting periods shall have expired
without any action being taken by any competent authority which restrains,
prevents or imposes materially adverse conditions upon the consummation of the
Transaction, the making of the Loans and the transactions contemplated by the
Documents or otherwise referred to herein or therein. Additionally, there shall
not exist any judgment, order, injunction or other restraint issued or filed or
a hearing seeking injunctive relief or other restraint pending or notified
prohibiting or imposing materially adverse conditions upon, or materially
delaying, or making economically unfeasible, the consummation of the Transaction
or the making of the Loans or the other transactions contemplated by the
Documents or otherwise referred to herein or therein.

                  5.08 Consummation of the Acquisition, etc. (a) On the Initial
Borrowing Date, the Acquisition shall have been consummated in all material
respects in accordance with the Acquisition Documents and all applicable laws.
On the Initial Borrowing Date, (x) the Administrative Agent shall have received
true and correct copies of all Acquisition Documents, certified as such by an
appropriate officer of Holdings, (y) all Acquisition Documents, and all terms
and conditions thereof, shall be in form and substance reasonably satisfactory
to the Agents and the Required Lenders and (z) all Acquisition Documents shall
be in full force and effect. Each of the conditions precedent to the
consummation of the Acquisition as set forth in the Acquisition Documents shall
have been satisfied and not waived, except with the consent of the Agents and
the Required Lenders, to the reasonable satisfaction of the Agents and the
Required Lenders.

                                      -84-

<PAGE>

                  (b)      Subject to Section 13.19, on the Initial Borrowing
Date, (i) the Bermuda Partnership shall have acquired substantially all of the
legal and beneficial ownership of Foreign Subsidiaries of the U.S. Borrower (as
same existed immediately before giving effect to the Acquisition) (such
acquisition and related transactions being herein referred to collectively as
the "Foreign Asset Transfer"), (ii) the Foreign Asset Transfer shall have been
consummated in all material respects in accordance with the Foreign Asset
Transfer Documents and all applicable laws, (iii) the Administrative Agent shall
have received true and correct copies of all Foreign Asset Transfer Documents,
certified as such by an appropriate officer of the U.S. Borrower, (iv) all such
Foreign Asset Transfer Documents, and all terms and conditions thereof, shall be
in form and substance reasonably satisfactory to the Agents and the Required
Lenders and (v) all such Foreign Asset Transfer Documents shall be in full force
and effect. After giving effect to the Transaction, the organizational structure
of Holdings and its Subsidiaries is accurately set forth on Schedule XII.

                  5.09 Common Equity Financing; etc. (a) On or prior to the
Initial Borrowing Date, (i) Holdings shall have received cash proceeds of at
least $125,000,000 from a capital contribution by the Equity Investors to
Holdings (the "Common Equity Financing"), (ii) the U.S. Borrower shall have
received cash proceeds of $475,000,000 from the issuance by it of a like
principal amount of New Senior Notes, (iii) the U.S. Borrower and its
Subsidiaries shall have received gross cash proceeds from the consummation of
the Sale-Leaseback Transactions in such amount as may be required to satisfy the
requirements of Section 5.12, (iv) Holdings shall have contributed the full
amount of the Common Equity Financing as a common equity contribution to
Acquisition Corp. (the "Holdings Equity Contribution"), (v) the U.S. Borrower
shall have caused its Subsidiaries to make intercompany loans and/or dividends
to its and their respective parent companies in amounts and on terms reasonably
satisfactory to the Agents (the "Internally-Sourced Intercompany Distributions")
and (vi) Holdings shall have utilized (and caused its Subsidiaries to utilize)
the full amount of the cash proceeds received by them as provided in preceding
clauses (i) through (v) to make payments owing in connection with the
Transaction prior to the utilization by either Borrower of any proceeds of Loans
for such purpose.

                  (b)      On the Initial Borrowing Date (after giving effect to
the transactions described in preceding clause (a)), the U.S. Borrower shall
(subject to Section 7.05(a)) have caused its Subsidiaries to utilize all or a
portion of the proceeds of the Tranche B Term Loans incurred by the Bermuda
Borrower to make intercompany loans and/or dividends to its and their respective
parent companies or affiliates in amounts and on terms reasonably satisfactory
to the Lenders (the "Loan-Sourced Intercompany Distributions" and, together with
the Internally-Sourced Intercompany Distributions, the "Intercompany
Distribution Transactions").

                  (c)      On the Initial Borrowing Date, each of the Common
Equity Financing, the Holdings Equity Contribution, the issuance of the New
Senior Notes, the Sale-Leaseback Transaction and the Intercompany Distribution
Transactions shall have been consummated in accordance with the terms and
conditions of the applicable Documents therefor and all applicable law. On the
Initial Borrowing Date, (x) the Administrative Agent shall have received true
and correct copies of all Common Equity Financing Documents, all New Senior
Notes Documents, all Sale-Leaseback Transaction Documents and all Intercompany
Distribution Transaction Documents, certified as such by an appropriate officer
of Holdings, (y) all such Documents and all terms and conditions thereof
(including, without limitation, in the case of the

                                      -85-

<PAGE>

New Senior Notes Documents, amortization, maturities, interest rates, covenants,
defaults, remedies, pay-in-kind limitations, guaranties, guarantors and
subordination provisions) shall be in form and substance reasonably satisfactory
to each Agent and the Required Lenders and (z) all such Documents shall be in
full force and effect. All conditions precedent to the consummation of the
Common Equity Financing, the issuance of the New Senior Notes, the
Sale-Leaseback Transaction and the Intercompany Distribution Transactions as set
forth in the relevant Documents therefor shall have been satisfied, and not
waived unless consented to by each Agent and the Required Lenders, to the
reasonable satisfaction of each Agent and the Required Lenders.

                  (d)      The Administrative Agent shall have received
evidence, in form, scope and substance reasonably satisfactory to it, that the
matters set forth in this Section 5.09 have been satisfied as of the Initial
Borrowing Date.

                  5.10 Amendments to Existing Senior Notes Documents, etc. On
the Initial Borrowing Date, (i) the U.S. Borrower and the trustee for the
Existing Senior Notes (other than the Existing Senior Notes To Be Refinanced)
shall have duly executed and delivered a supplement to each of the Existing 2009
Senior Notes Indenture and the Existing 2013 Senior Notes Indenture
(collectively, the "Existing Senior Notes Indenture Supplement"), which
supplement shall provide for, inter alia, (I) an increase in the interest rate
applicable to the such Existing Senior Notes to the rate to be substantially the
same as the rate applicable to the New Senior Notes, (II) senior subordinated
guaranties of such Existing Senior Notes from Wholly-Owned Domestic Subsidiaries
of the U.S. Borrower which provide guaranties of the New Senior Notes and (III)
the addition of certain covenants included in the New Senior Notes Indenture,
(ii) the Administrative Agent shall have received true and correct copies of the
Existing Senior Notes Indenture Supplement, certified as such by appropriate
officer of Holdings, (iii) the Existing Senior Notes Indenture Supplement, and
all terms and conditions thereof, shall be in form and substance reasonably
satisfactory to the Agents and the Required Lenders and (iv) the Existing Senior
Notes Indenture Supplement shall have become effective in accordance with its
terms and the terms of the Existing 2009 Senior Notes Indenture or the Existing
2013 Senior Notes Indenture, as the case may be.

                  5.11 Initial Refinancing. (a) On the Initial Borrowing Date,
the U.S. Borrower shall have (i) furnished an irrevocable notice of redemption
with respect to the Existing 2005 Senior Notes pursuant to, and in accordance
with the requirements of, the Existing 2005 Senior Notes Documents, (ii)
defeased or otherwise discharged the Existing 2003 Senior Notes pursuant to, and
in accordance with the requirements of, the Existing 2003 Senior Notes Documents
on terms reasonably satisfactory to the Agents, and (iii) placed funds in escrow
with the respective trustees for the Existing Senior Notes To Be Refinanced in
an amount sufficient to effect the Post-Closing Refinancing, all in accordance
with the requirements of the relevant Existing Senior Notes Documents.

                  (b)      On the Initial Borrowing Date, the total commitments
in respect of the Initial Indebtedness to be Refinanced shall have been
terminated, and all loans with respect thereto shall have been repaid in full,
together with interest thereon, all letters of credit and bank guaranties issued
thereunder shall have been terminated (or, in the case of Existing Letters of
Credit and Existing Bank Guaranties, incorporated as Letters of Credit or Bank
Guaranties

                                      -86-

<PAGE>

hereunder, as the case may be, as contemplated by Section 2A.01(d) or 2B.01(d),
as the case may be) and all other amounts owing pursuant to the Initial
Indebtedness to be Refinanced shall have been repaid in full and all documents
in respect of the Initial Indebtedness to be Refinanced and all guarantees with
respect thereto shall have been terminated (except as to indemnification
provisions contained therein which by their express terms are intended to
survive such termination and as are reasonably satisfactory to the
Administrative Agent and the Required Lenders) and be of no further force and
effect.

                  (c)      On the Initial Borrowing Date, the creditors in
respect of the Initial Indebtedness to be Refinanced shall have terminated and
released all security interests and Liens on the assets owned by Holdings, the
U.S. Borrower and their respective Subsidiaries. The Administrative Agent shall
have received such releases of security interests in and Liens on the assets
owned by Holdings, the U.S. Borrower and their respective Subsidiaries as may
have been requested by the Administrative Agent, which releases shall be in
form, scope and substance reasonably satisfactory to each of the Agents. Without
limiting the foregoing, there shall have been delivered (i) proper termination
statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC
of each jurisdiction where a financing statement (Form UCC-1 or the appropriate
equivalent) was filed with respect to Holdings, the U.S. Borrower or any of
their respective Subsidiaries in connection with the security interests created
with respect to the Initial Indebtedness to be Refinanced and the documentation
related thereto, (ii) termination or reassignment of any security interest in,
or Lien on, any patents, trademarks, copy rights, or similar interests of
Holdings, the U.S. Borrower or any of their respective Subsidiaries on which
filings have been made, (iii) terminations of all mortgages, leasehold
mortgages, deeds of trust and leasehold deeds of trust created with respect to
property of Holdings, the U.S. Borrower or any of their respective Subsidiaries,
in each case, to secure the obligations in respect of the Indebtedness to be
Refinanced, all of which shall be in form, scope and substance reasonably
satisfactory to each of the Agents and (iv) all collateral owned by Holdings,
the U.S. Borrower or any of their respective Subsidiaries in the possession of
any of the creditors in respect of the Initial Indebtedness to be Refinanced or
any collateral agent or trustee under any related security document shall have
been returned to Holdings, the Borrower or such Subsidiary.

                  (d)      The Initial Refinancing shall have been consummated
in all material respects in accordance with the relevant Refinancing Documents
and all applicable laws. On the Initial Borrowing Date, (x) the Administrative
Agent shall have received true and correct copies of all Refinancing Documents,
certified as such by appropriate officer of Holdings, (y) all Refinancing
Documents, and all terms and conditions thereof, shall be in form and substance
reasonably satisfactory to each Agent and the Required Lenders and (z) all
Refinancing Documents shall be in full force and effect. Each of the conditions
precedent to the consummation of the Initial Refinancing as set forth in the
relevant Refinancing Documents shall have been satisfied in all material
respects and not waived, except with the consent of the Administrative Agent, to
the reasonable satisfaction of the Administrative Agent.

                  (e)      The Administrative Agent shall have received evidence
in form, scope and substance reasonably satisfactory to the Agents and the
Required Lenders that the matters set forth in this Section 5.11 have been
satisfied on the Initial Borrowing Date.

                                      -87-

<PAGE>

                  5.12 Aggregate Funds Needed to Effect Transaction. The U.S.
Borrower shall have fully available cash on hand (after giving effect to the
Intercompany Distribution Transactions) in such aggregate amounts as are needed
to finance the Acquisition and the Refinancing and to pay all fees and expenses
in connection with the Transaction, to the extent such amounts exceed the cash
available for such purposes from the Common Equity Financing, the issuance of
the New Senior Notes, the consummation of the Sale-Leaseback Transaction and the
incurrence of Loans permitted to be incurred on the Initial Borrowing Date.

                  5.13 Outstanding Indebtedness and Preferred Equity. On the
Initial Borrowing Date and after giving effect to the consummation of the
Transaction, Holdings and its Subsidiaries shall have no outstanding Preferred
Equity or Indebtedness, except for (i) Indebtedness pursuant to or in respect of
the Credit Documents, (ii) Indebtedness pursuant to the New Senior Notes
Documents, (iii) Indebtedness pursuant to or in respect of the Existing Senior
Notes Documents (other than the Existing Senior Notes to be Refinanced and the
related Existing Senior Notes Documents), (iv) intercompany Indebtedness
incurred by the Bermuda Borrower pursuant to the Intercompany Distribution
Transactions, (v) Intercompany Scheduled Existing Indebtedness, (vi) existing
Indebtedness of Foreign Subsidiaries of the U.S. Borrower of the type described
in 9.04(viii) in an aggregate principal amount not to exceed the principal
amount of such Indebtedness permitted by such Section, (vii) Capitalized Lease
Obligations arising under the lease entered into in connection with the
Sale-Leaseback Transaction, (viii) obligations described in Section 9.04(xxii),
and (ix) such other existing indebtedness of Holdings and its Subsidiaries, if
any, as shall be permitted by the Agents and Required Lenders to remain
outstanding (all of which Indebtedness described in this clause (ix) (other than
immaterial Contingent Obligations of Subsidiaries of the U.S. Borrower that
represent guaranties of obligations other than Indebtedness) shall be required
to be specifically listed as Third Party Scheduled Existing Indebtedness on Part
A of Schedule IV). On and as of the Initial Borrowing Date, all Indebtedness
described in the immediately preceding sentence shall remain outstanding after
giving effect to the Transaction and the other transactions contemplated hereby
without any breach, required repayment, required offer to purchase, default,
event of default or termination rights existing thereunder or arising as a
result of the Transaction and the other transactions contemplated hereby and
there shall not be any amendments or modifications to the Existing Indebtedness
Agreements (other than as contemplated by Section 5.10 or otherwise requested or
approved by the Agents and the Required Lenders). On and as of the Initial
Borrowing Date, the Agents and the Required Lenders shall be satisfied with the
amount of and the terms and conditions of all Indebtedness described above in
this Section 5.13.

                  5.14 Subsidiaries Guaranties; Intercompany Subordination
Agreement; Capital Call Agreement. (a) On the Initial Borrowing Date, each U.S.
Subsidiary Guarantor shall have duly authorized, executed and delivered the U.S.
Subsidiaries Guaranty in the form of Exhibit G-1 (as amended, modified, restated
and/or supplemented from time to time, the "U.S. Subsidiaries Guaranty"),
guaranteeing all of the obligations of each of the Borrowers (or, in the case of
the Bermuda Partnership Partners, the obligations of the U.S. Borrower) as more
fully provided therein, and the U.S. Subsidiaries Guaranty shall be in full
force and effect.

                  (b)      On the Initial Borrowing Date, each Wholly-Owned
Foreign Subsidiary of Holdings (other than the Bermuda Borrower and the
Non-Guarantor Subsidiaries at such time) shall have duly authorized, executed
and delivered the Guaranty in the form of Exhibit G-2 (as

                                      -88-

<PAGE>

amended, modified, restated and/or supplemented from time to time, the "Foreign
Subsidiaries Guaranty"), guaranteeing all of the obligations of the Bermuda
Borrower as more fully provided therein, and the Foreign Subsidiaries Guaranty
shall be in full force and effect.

                  (c)      On the Initial Borrowing Date, each Credit Party and
each other Subsidiary of Holdings which is an obligee or obligor with respect to
any Intercompany Debt (other than those Non-Wholly Owned Subsidiaries listed on
Part D of Schedule XIII) shall have duly authorized, executed and delivered the
Intercompany Subordination Agreement in the form of Exhibit P hereto (as
amended, modified, restated and/or supplemented from time to time, the
"Intercompany Subordination Agreement"), and the Intercompany Subordination
Agreement shall be in full force and effect.

                  (d)      On the Initial Borrowing Date, Murdock and Holdings
shall have duly authorized, executed and delivered the Capital Call Agreement in
the form of Exhibit Q hereto (as modified, supplemented or amended from time to
time, the "Capital Call Agreement"), and the Capital Call Agreement shall be in
full force and effect.

                  (e)      On the Initial Borrowing Date, (i) the U.S. Borrower
and the Bermuda Partnership Partners shall have entered into intercompany
purchase agreements in form and substance satisfactory to the Administrative
Agent (as modified, supplemented or amended from time to time, the "Intercompany
Receivables Documents"), providing for the sale of accounts receivable by the
Bermuda Partnership Partners to, and the purchase of accounts receivable by, the
U.S. Borrower, which sale arrangements shall be on a non-recourse basis and for
reasonably equivalent value and otherwise on terms satisfactory to the Agents,
(ii) the Intercompany Receivables Documents shall be in full force and effect
and (iii) the U.S. Borrower shall have delivered to the Collateral Agent proper
Financing Statements (Form UCC-1 or the equivalent) executed by each Bermuda
Partnership Partner and assigned in favor of the Collateral Agent in a form for
filing in the jurisdiction of organization of such Bermuda Partnership Partner.

                  5.15 Pledge Agreements. (a) On the Initial Borrowing Date,
each U.S. Credit Party shall have duly authorized, executed and delivered the
U.S. Pledge Agreement in the form of Exhibit H (as amended, modified, restated
and/or supplemented from time to time, the "U.S. Pledge Agreement") and shall
have delivered to the Collateral Agent, as Pledgee thereunder, all of the U.S.
Pledge Agreement Collateral, if any, referred to therein and then owned by such
U.S. Credit Party, (x) endorsed in blank in the case of promissory notes
constituting U.S. Pledge Agreement Collateral and (y) together with executed and
undated transfer powers in the case of certificated Equity Interests
constituting U.S. Pledge Agreement Collateral, and the U.S. Pledge Agreement
shall be in full force and effect.

                  (b)      On the Initial Borrowing Date, (i) each of the
Foreign Credit Parties listed on Part A of Schedule XIII shall have duly
authorized, executed and delivered a pledge agreement governed by the laws of
the jurisdiction in which such Foreign Credit Party is organized, which pledge
agreement shall (x) be prepared by local counsel reasonably satisfactory to the
Agents, (y) be in form and substance reasonably satisfactory to the Agents and
(z) be in full force and effect (each such pledge agreement, as amended,
modified, restated and/or supplemented from time to time, a "Foreign Credit
Party Pledge Agreement" and, collectively, the "Foreign Credit Party Pledge
Agreements") and (ii) such Foreign Credit Parties shall have taken such

                                      -89-

<PAGE>

actions as may be necessary or desirable under local law (as advised by local
counsel) to create, maintain, effect, perfect, preserve, maintain and protect
the security interests granted (or purported to be granted) by each such Foreign
Credit Party Pledge Agreement. Part A of Schedule XIII sets forth a list of all
Foreign Credit Party Pledge Agreements to be executed and delivered on the
Initial Borrowing Date.

                  (c)      On the Initial Borrowing Date, with respect to any
Credit Party (whether organized under the laws of the United States or a
non-U.S. jurisdiction) which is pledging promissory notes or Equity Interests in
one or more Persons organized under the laws of a different jurisdiction from
the jurisdiction of organization of the respective Credit Party, if the Agents
determine (based on advice of local counsel) that it would be in the interests
of the Lenders that the respective Credit Party authorize, execute and deliver
one or more additional pledge agreements governed by the laws of the
jurisdiction or jurisdictions in which the Person or Persons whose promissory
notes or Equity Interests are being pledged is (or are) organized, then the
respective Credit Party shall (i) so authorize, execute and deliver one or more
such additional pledge agreements (each, as amended, modified, restated and/or
supplemented from time to time, a "Local Law Pledge Agreement" and,
collectively, the "Local Law Pledge Agreements" and together with the Foreign
Credit Party Pledge Agreements, the "Foreign Pledge Agreements") and (ii) take
such actions as may be necessary or desirable under local law (as advised by
local counsel) to create, maintain, effect, perfect, preserve, maintain and
protect the security interests granted (or purported to be granted) by each such
Local Law Pledge Agreement. Each Local Law Pledge Agreement shall (i) be
prepared by local counsel reasonably satisfactory to the Agents, (ii) be in form
and substance reasonably satisfactory to the Agents and (iii) be in full force
and effect on the Initial Borrowing Date, it being understood and agreed,
however, in the case of any Local Law Pledge Agreement entered into by Holdings
or any of its Domestic Subsidiaries, the respective Credit Party shall not be
required to pledge more than 65% of the total combined voting power of all
classes of Equity Interests entitled to vote of any Foreign Subsidiary that is a
corporation (or treated as such for U.S. federal tax purposes) in support of its
obligations (x) as a Borrower under the Credit Agreement (in the case of the
U.S. Borrower) or (y) under its Guaranty in respect of the Obligations of the
U.S. Borrower (in the case of the other U.S. Credit Parties) (although 100% of
the non-voting Equity Interests, if any, of each such Foreign Subsidiary (to the
extent not constituting a Restricted Subsidiary) shall be required to be pledged
in support of such obligations). Part B of Schedule XIII sets forth a list of
all Local Law Pledge Agreements to be executed and delivered on the Initial
Borrowing Date.

                  5.16 U.S. Security Agreement. On the Initial Borrowing Date,
each U.S. Credit Party shall have duly authorized, executed and delivered the
Security Agreement in the form of Exhibit H (as amended, modified, restated
and/or supplemented from time to time, the "U.S. Security Agreement") covering
all of such U.S. Credit Party's present and future Security Agreement Collateral
referred to therein, together with:

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

                                      -90-

<PAGE>

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

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

                  (iv)     evidence that all other actions necessary or, in the
         reasonable opinion of the Collateral Agent, desirable to create,
         maintain, effect, perfect, preserve, maintain and protect the security
         interests purported to be created by the U.S. Security Agreement have
         been taken;

and the U.S. Security Agreement and such other documents shall be in full force
and effect.

                  5.17 Foreign Security Agreements. On the Initial Borrowing
Date, each Foreign Credit Party shall have duly authorized, executed and
delivered such security agreements, documents and instruments as may be required
by the Agents (based on advice of local counsel), with the intent being that the
Lenders receive valid and enforceable first priority, perfected security
interests in all or substantially all of the assets (including all tangible and
intangible assets, including receivables, contract rights, securities,
inventory, equipment, real estate, leasehold interests, vessels, insurances, and
material patents, trademarks and other intellectual property but excluding
Excluded Collateral) owned by each Foreign Credit Party in which it is
practicable (in accordance with requirements of local law and taking into
account such cost and practicality considerations as may be agreed by the
Agents) to obtain such security interests (as determined by the Agents, based on
advice of local counsel). All security documentation to be executed and
delivered by the Foreign Credit Parties pursuant to the immediately preceding
sentence (each, as amended, modified, restated and/or supplemented from time to
time, a "Foreign Security Agreement" and, collectively, the "Foreign Security
Agreements") shall (i) be prepared by local counsel reasonably satisfactory to
the Agents, (ii) be in form and substance reasonably satisfactory to the Agents
and (iii) be in full force and effect on the Initial Borrowing Date. In
connection with the execution and delivery of the Foreign Security Agreements,
the respective Foreign Credit Parties shall take such actions as may be
necessary or desirable under local law (as advised by local counsel) to create,
maintain, effect, perfect, preserve, maintain and protect the security interests
granted (or purported to be granted) thereby (including, without limitation,
taking actions analogous to those described in Section 5.16 with respect to the
Security Agreement Collateral described in the U.S. Security Agreement and in
Section 5.18 with respect to the Mortgages covering U.S. Mortgaged Properties),
in each case to the extent customary in connection with secured transactions
under the laws of the respective jurisdiction or deemed necessary or desirable
by the Agents based on advice of local counsel. Part C of

                                      -91-


<PAGE>

Schedule XIII sets forth all Foreign Security Agreements to be executed and
delivered on the Initial Borrowing Date.

                  5.18 Mortgages; Title Insurance; Surveys; etc. (a) On the
Initial Borrowing Date, the Collateral Agent shall have received:

                  (i)      fully executed counterparts of Mortgages in form and
         substance reasonably satisfactory to the Collateral Agent, which
         Mortgages shall cover such of the Real Property (located in the United
         States or any State or territory thereof) owned or leased by Holdings
         or any of its Subsidiaries (after giving effect to the Transaction) as
         are designated on Part A of Schedule III as a U.S. Mortgaged Property,
         together with evidence that counterparts of the Mortgages have been
         delivered to the title insurance company insuring the lien of such
         Mortgage for recording in all places to the extent necessary or, in the
         reasonable opinion of the Collateral Agent, desirable to effectively
         create a valid and enforceable first priority mortgage lien or
         immovable hypothec on each U.S. Mortgaged Property in favor of the
         Collateral Agent (or such other trustee as may be required or desired
         under local law) for the benefit of the Secured Creditors, subject to
         Permitted Encumbrances;

                  (ii)     Mortgage Policies on the U.S. Mortgaged Properties
         issued by such title insurers reasonably satisfactory to the Collateral
         Agent in amounts satisfactory to the Agents and the Required Lenders
         assuring the Collateral Agent that the Mortgages on such U.S. Mortgaged
         Properties are valid and enforceable first priority mortgage liens or
         immovable hypothecs on the respective U.S. Mortgaged Properties, free
         and clear of all defects and encumbrances except Permitted Encumbrances
         and such Mortgage Policies shall otherwise be in form and substance
         reasonably satisfactory to the Agents and the Required Lenders and
         shall include, as appropriate, an endorsement for future advances under
         this Agreement and the Notes and for any other matter that the
         Collateral Agent may request, shall not include an exception for
         mechanics' liens or creditors' rights, and shall provide for
         affirmative insurance and such reinsurance (including direct access
         agreements) as the Collateral Agent may request;

                  (iii)    surveys, in form and substance reasonably
         satisfactory to the Collateral Agent, of each U.S. Mortgaged Property
         designated as a "surveyed property" on Part A of Schedule III, dated a
         recent date reasonably acceptable to the Collateral Agent and certified
         in a manner reasonably satisfactory to the Collateral Agent by a
         licensed professional surveyor reasonably satisfactory to the Agents;
         and

                  (iv)     Landlord-Lender Agreements, in form and substance
         reasonably acceptable to the Collateral Agent, from landlords under
         leases for those properties designated on Part A of Schedule III as a
         U.S. Leasehold Property, pursuant to which such landlords shall, among
         other things, waive any lien they may have on the personal property and
         fixtures of the U.S. Borrower or any Subsidiary Guarantor located at a
         U.S. Leasehold Property, and consent to the granting of a Mortgage over
         the U.S. Borrower's or Subsidiary Guarantor's interest in each U.S.
         Leasehold Property.

                                      -92-

<PAGE>

                  (b)      On the Initial Borrowing Date, with respect to each
Real Property (located outside the United States and the States and territories
thereof) owned by Holdings or any of its Subsidiaries (after giving effect of
the Transaction) and designated on Part B of Schedule III as a Foreign Mortgaged
Property, the respective Credit Party owning same shall have executed such
Foreign Security Agreements as may be necessary or desirable (in accordance with
the requirements of Section 5.17) to create a valid and enforceable first
priority, perfected security interest (or the equivalent under local law) in the
respective Foreign Mortgaged Property to secure (as nearly as possible) its
obligations under this Agreement or its Guaranty, as applicable, and shall have
taken such other actions under local law as are customary in connection with the
granting of security interests in Real Property in such jurisdictions for
transactions of this type. All actions required pursuant to this clause (b)
shall be required to comply with the requirements of Section 5.17 and shall be
taken to the satisfaction of the Agents.

                  5.19 Employee Benefit Plans; Shareholders' Agreements;
Management Agreements; Collective Bargaining Agreements; Existing Indebtedness
Agreements; Tax Allocation Agreements. On or prior to the Initial Borrowing
Date, there shall have been made available to the Administrative Agent by the
U.S. Borrower true and correct copies of the following documents, certified as
such by the U.S. Borrower (in the case of the agreements referred to in clause
(ii), (iii) and (vi) below):

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

                  (ii)     all written agreements (including, without
         limitation, shareholders' agreements, subscription agreements and
         registration rights agreements) entered into by Holdings or any of its
         Subsidiaries governing the terms and relative rights of its capital
         stock or other Equity Interests and any agreements entered into by
         shareholders relating to any such entity with respect to its capital
         stock or other Equity Interests (collectively, the "Shareholders'
         Agreements");

                  (iii)    all material written agreements (including employment
         agreements but limited to those of executive management and division
         presidents) entered into by Holdings or any of its Subsidiaries with
         respect to the management of Holdings or any of its Subsidiaries after
         giving effect to the Transaction (including consulting agreements and
         other management advisory agreements) (collectively, the "Management
         Agreements");

                                      -93-

<PAGE>

                  (iv)     all collective bargaining agreements applying or
         relating to any employee of Holdings or any of its Subsidiaries after
         giving effect to the Transaction (collectively, the "Collective
         Bargaining Agreements");

                  (v)      all agreements evidencing or relating to any Existing
         Indebtedness of Holdings or any of its Subsidiaries (collectively, the
         "Existing Indebtedness Agreements"); and

                  (vi)     any tax sharing or tax allocation agreements entered
         into by Holdings or any of its Subsidiaries (collectively, the "Tax
         Allocation Agreements");

all of which Employee Benefit Plans, Shareholders' Agreements, Management
Agreements, Collective Bargaining Agreements, Existing Indebtedness Agreements
and Tax Allocation Agreements shall be in form and substance reasonably
satisfactory to the Agents and shall be in full force and effect on the Initial
Borrowing Date.

                  5.20 Solvency Certificate; Solvency Opinion; Insurance
Certificates; etc. On or before the Initial Borrowing Date, the Administrative
Agent shall have received:

                           (a)      a solvency certificate in the form of
         Exhibit J-1 from the chief financial officer of Holdings, dated the
         Initial Borrowing Date, and supporting the conclusion that, after
         giving effect to the Transaction and the incurrence of all financings
         contemplated herein, each Borrower (on a stand-alone basis), the U.S.
         Borrower and its Subsidiaries (on a consolidated basis), the Bermuda
         Borrower and its Subsidiaries (on a consolidated basis) and Holdings
         and its Subsidiaries (on a consolidated basis), in each case, are not
         insolvent and will not be rendered insolvent by the indebtedness
         incurred in connection herewith, will not be left with unreasonably
         small capital with which to engage in its or their respective
         businesses and will not have incurred debts beyond its or their ability
         to pay such debts as they mature and become due;

                           (b)      a solvency opinion in the form of Exhibit
         J-2 from a third party valuation firm satisfactory to each of the
         Agents, addressed to each of the Agents and each of the Lenders and
         dated the Initial Borrowing Date and supporting the conclusions, that,
         after giving effect to the Transaction and the incurrence of all
         financings contemplated herein, the U.S. Borrower and its Subsidiaries
         (on a consolidated basis), are not insolvent and will not be rendered
         insolvent by the indebtedness incurred in connection herewith, will not
         be left with unreasonably small capital with which to engage in their
         respective businesses and will not have incurred debts beyond their
         ability to pay such debts as they mature and become due;

                           (c)      evidence of insurance complying with the
         requirements of Section 8.03 for the business and properties of
         Holdings and its Subsidiaries, in scope, form and substance reasonably
         satisfactory to the Agents and the Required Lenders and naming the
         Collateral Agent as an additional insured and/or loss payee, and
         stating that such insurance shall not be canceled or materially revised
         without at least 30 days' prior written notice by the insurer to the
         Collateral Agent;

                                      -94-

<PAGE>

                           (d)      a valuation of the Dole "brand name" and
         related intellectual property from a valuation firm satisfactory to the
         Agents and the Required Lenders, which valuation shall be in form and
         substance satisfactory to the Agents and the Required Lenders;

                           (e)      appraisals of all vessels owned by the U.S.
         Borrower and its Subsidiaries, in each case from an appraiser
         satisfactory to the Agents and the Required Lenders, which appraisals
         shall be in form and substance satisfactory to the Agents and the
         Required Lenders; and

                           (f)      a certificate from an Authorized Officer of
         the U.S. Borrower in form and substance satisfactory to the Agents,
         certifying that the U.S. Borrower has received a tax opinion from
         Deloitte & Touche LLP, tax advisor to Holdings, addressed to Holdings
         and dated the Initial Borrowing Date, addressing certain tax issues
         arising in connection with the consummation of the Transaction and
         containing such other certifications with respect to the tax analysis
         as may be required by the Agents.

                  5.21 Financial Statements; Pro Forma Financial Statements;
Projections. (a) On or prior to the Initial Borrowing Date, there shall have
been delivered to the Administrative Agent (i) true and correct copies of the
financial statements referred to in Section 7.10(b)(i), (ii) an unaudited pro
forma (calculated as if the Transaction had occurred on such date) consolidated
balance sheet of the U.S. Borrower and its Consolidated Subsidiaries as of
December 28, 2002 and the related pro forma (calculated as if the Transaction
had occurred on the first day of the period covered thereby) statement of income
for the twelve-month period ended as of such date, after giving effect to the
Transaction and the incurrence of all Indebtedness (including the Loans and the
New Senior Notes) contemplated herein and prepared in accordance with Article 11
of Rule S-X under the Securities Act (the "Pro Forma Financial Statements"),
together with a related funds flow statement, (iii) unaudited consolidated
financial data of each Business Segment of the U.S. Borrower and its
Consolidated Subsidiaries at, or for the fiscal year of the U.S. Borrower ended
on, December 28, 2002 (i.e., consolidated statements of revenue, EBIT and
assets) and (iv) interim consolidated financial statements (including income
statements and balance sheets) of the U.S. Borrower for each internal accounting
period ended after December 28, 2002 and continuing through February 22, 2003,
which financial statements, Pro Forma Financial Statements, funds flow statement
and interim financial statements shall be reasonably satisfactory to the Agents
and the Required Lenders.

                  (b)      On or prior to the Initial Borrowing Date, there
shall have been delivered to the Administrative Agent detailed projected
consolidated financial statements of Holdings and its Consolidated Subsidiaries
certified by the Chief Financial Officer of Holdings for the five Fiscal Years
ended after the Initial Borrowing Date (including, with respect to the Fiscal
Year of Holdings ended nearest December 31, 2003, for each Fiscal Quarter
comprising such Fiscal Year) (the "Projections"), which Projections (x) shall
reflect the forecasted consolidated financial conditions and income and expenses
of Holdings and its Consolidated Subsidiaries after giving effect to the
Transaction and the related financing thereof and the other transactions
contemplated hereby and (y) shall be reasonably satisfactory in form and
substance to the Agents and the Required Lenders.

                                      -95-

<PAGE>

                  5.22 Payment of Fees. On the Initial Borrowing Date, all
costs, fees and expenses, and all other compensation due to the Agents and the
Lenders (including, without limitation, legal fees and expenses) shall have been
paid to the extent then due.

                  5.23 Consent Letter. On the Initial Borrowing Date, the
Administrative Agent shall have received a letter from Corporation Service
Company, presently located at 80 State Street, Albany, New York, 12207,
substantially in the form of Exhibit O, indicating its consent to its
appointment by each Credit Party as its agent to receive service of process as
specified in Section 13.08, the U.S. Subsidiaries Guaranty or the Foreign
Subsidiaries Guaranty, as the case may be.

                  SECTION 6. SECTION 6A. Special Condition Precedent to
Incurrence of Revolving Loans and Swingline Loans. The obligation of each RL
Lender to make Revolving Loans (including Revolving Loans made on the Initial
Borrowing Date, on each Incremental Multicurrency Facility RL Commitment Date
and on each Incremental Dollar Facility RL Commitment Date, but excluding
Mandatory Borrowings made after the Initial Borrowing Date, which shall be made
as provided in Sections 1.01(g) and (h)) and the Swingline Lender to make
Swingline Loans is subject, at the time of each such making of a Revolving Loan
or Swingline Loan (except as hereinafter indicated), to the satisfaction of the
following condition:

                  6A.01 Limitation on Cash on Hand. The aggregate amount of
Unrestricted Cash owned or held by Holdings and its Subsidiaries (determined
after giving pro forma effect to the making of each such Revolving Loan and/or
Swingline Loan and the application of proceeds therefrom and from any other
Unrestricted Cash on hand (to the extent such proceeds and/or other Unrestricted
Cash are actually utilized by the respective Borrower and/or any other
Subsidiary of Holdings on the date of the incurrence of the respective such
Revolving Loan and/or Swingline Loan for a permitted purpose under this
Agreement other than an investment in Cash Equivalents)) shall not exceed
$100,000,000 (for purposes of Unrestricted Cash denominated in a currency other
than Dollars, taking the Dollar Equivalent of such Unrestricted Cash as
determined on the date of the incurrence of the respective such Revolving Loan
and/or Swingline Loan).


                  SECTION 6B. Conditions Precedent to All Credit Events. The
obligation of each Lender to make Loans (including Loans made on the Initial
Borrowing Date and on each Incremental Loan Commitment Date, but excluding
Mandatory Borrowings made after the Initial Borrowing Date, which shall be made
as provided in Sections 1.01(g) and (h)), the obligation of an Issuing Lender to
issue any Letter of Credit and the obligation of a Bank Guaranty Issuer to issue
any Bank Guaranty, is subject, at the time of each such Credit Event (except as
hereinafter indicated), to the satisfaction of the following conditions:

                  6B.01 No Default; Representations and Warranties. At the time
of each such Credit Event and immediately after giving effect thereto (i) there
shall exist no Default or Event of Default and (ii) all representations and
warranties contained herein or in any other Credit Document shall be true and
correct in all material respects with the same effect as though such
representations and warranties had been made on the date of such Credit Event
(it being understood and agreed that any representation or warranty which by its
terms is made as of a

                                      -96-

<PAGE>

specified date shall be required to be true and correct in all material respects
only as of such specified date).

                  6B.02 Notice of Borrowing; Letter of Credit Request; etc. (a)
Prior to the making of each Loan (excluding Swingline Loans and Mandatory
Borrowings), the Administrative Agent shall have received a Notice of Borrowing
meeting the requirements of Section 1.03(a). Prior to the making of any
Swingline Loan, the Swingline Lender shall have received the notice required by
Section 1.03(b)(i).

                  (b)      Prior to the issuance of each Letter of Credit, the
Administrative Agent and the respective Issuing Lender shall have received a
Letter of Credit Request meeting the requirements of Section 2A.03(a).

                  (c)      Prior to the issuance of each Bank Guaranty, the
Administrative Agent and the respective Bank Guaranty Issuer shall have received
a Bank Guaranty Request meeting the requirements of Section 2B.03(a).

                  6B.03    Incremental Term Loans. Prior to the incurrence of
any Incremental Term Loans, Holdings shall have satisfied (or caused to be
satisfied) all of the applicable conditions set forth in Section 1.15.

                  The occurrence of the Initial Borrowing Date and the
acceptance of the benefits or proceeds of each Credit Event shall constitute a
representation and warranty by each Credit Agreement Party to each Agent and
each of the Lenders that all the conditions specified in Section 5 (with respect
to Credit Events occurring on the Initial Borrowing Date), Section 6A (with
respect to the Credit Event specifically described in said Section) and Section
6B (with respect to Credit Events on and after the Initial Borrowing Date) and
applicable to such Credit Event (other than such conditions that are expressly
subject to the satisfaction of the Agents and/or the Required Lenders) exist as
of that time. All of the Notes, certificates, legal opinions and other documents
and papers referred to in Sections 5, 6A and 6B, unless otherwise specified,
shall be delivered to the Administrative Agent at the Notice Office for the
account of each of the Lenders and, except for the Notes, in sufficient
counterparts or copies for each of the Lenders and shall be in form and
substance reasonably satisfactory to the Lenders (as evidenced by their
execution and delivery of this Agreement).

                                      -97-

<PAGE>

                  SECTION 7. Representations and Warranties. In order to induce
the Lenders to enter into this Agreement, to make the Loans and issue and/or
participate in the Letters of Credit and Bank Guaranties as provided for herein,
each Credit Agreement Party makes the following representations, warranties and
agreements with the Lenders, in each case after giving effect to the
Transaction, all of which shall survive the execution and delivery of this
Agreement, the making of the Loans and the issuance of the Letters of Credit and
Bank Guaranties (with the occurrence of the Initial Borrowing Date and each
Credit Event on or after the Initial Borrowing Date being deemed to constitute a
representation and warranty that the matters specified in this Section 7 are
true and correct in all material respects on and as of the Initial Borrowing
Date and on and as of the date of each such Credit Event, unless stated to
relate to a specific earlier date in which case such representations and
warranties shall be true and correct in all material respects as of such earlier
date):

                  7.01 Company Status. Each of Holdings and each of its
Subsidiaries (i) is a duly organized and validly existing Company in good
standing (or its equivalent) under the laws of the jurisdiction of its
organization, (ii) has the Company power and authority to own its property and
assets and to transact the business in which it is engaged and presently
proposes to engage and (iii) is duly qualified and is authorized to do business
and is in good standing (or its equivalent) in all jurisdictions where it is
required to be so qualified (or its equivalent) and where the failure to be so
qualified has had, or could reasonably be expected to have, a Material Adverse
Effect.

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

                  7.03 No Violation. Neither the execution, delivery or
performance by any Credit Party or any Subsidiary thereof of the Documents to
which it is a party, nor compliance by any Credit Party or any such Subsidiary
with the terms and provisions thereof, nor the consummation of the transactions
contemplated herein or therein, (i) will contravene any material provision of
any applicable law, statute, rule or regulation, or any order, writ, injunction
or decree of any court or governmental instrumentality, (ii) will conflict or be
inconsistent with or result in any breach of, any of the terms, covenants,
conditions or provisions of, or constitute a default under, or (other than
pursuant to the Security Documents) result in the creation or imposition of (or
the obligation to create or impose) any Lien upon any of the material property
or assets of Holdings or any of its Subsidiaries pursuant to the terms of any
indenture, mortgage, deed of trust, loan agreement, credit agreement or any
other material agreement, contract or instrument to which Holdings or any of its
Subsidiaries is a party or by which it or any of its material property or assets
are bound or to which it may be subject (including, without limitation, the New
Senior Notes Indenture, the New 2010 Senior Notes Indenture, the Existing Senior
Notes Documents

                                      -98-

<PAGE>

and the other Existing Indebtedness Agreements) or (iii) will violate any
provision of the certificate of incorporation, by-laws, certificate of
partnership, partnership agreement, certificate of limited liability company,
limited liability company agreement or equivalent organizational document, as
the case may be, of Holdings or any of its Subsidiaries.

                  7.04 Litigation. There are no actions, suits, proceedings or
investigations pending or, to the knowledge of any Senior Officer, threatened
(i) with respect to any Credit Document, (ii) with respect to the Transaction or
any other Document, except for the Permitted Shareholder Litigation or (iii)
that have had, or could reasonably be expected to have, a Material Adverse
Effect. Additionally, there does not exist any judgment, order or injunction
prohibiting or imposing material adverse conditions upon the occurrence of any
Credit Event.

                  7.05 Use of Proceeds; Margin Regulations. (a) The proceeds of
the Tranche A Term Loans shall be utilized by the U.S. Borrower on the Initial
Borrowing Date solely to (x) finance the Merger and the Refinancing and (y) pay
fees and expenses incurred in connection with the Transaction; provided that the
proceeds of Tranche A Term Loans shall be applied (I) first, to finance the
Merger and pay fees and expenses incurred in connection with the Transaction and
(II) second, after the application of such proceeds in full for the purposes
described in preceding subclause (I), to finance the Refinancing. The proceeds
of the Tranche B Term Loans shall be utilized by the Bermuda Borrower on the
Initial Borrowing Date solely to (x) finance the Merger and the Refinancing, (y)
effect Intercompany Distribution Transactions in accordance with the
requirements of this Agreement and (z) pay fees and expenses incurred in
connection with the Transaction; provided that (i) if the U.S. Borrower has
fully available cash on hand in such amount as is required to comply with the
provisions of Section 5.12 (but, for such purpose, without the Bermuda Borrower
utilizing the full amount of the Tranche B Term Loans to finance the
Transaction), then the portion of the proceeds of the Tranche B Term Loans not
so required to be utilized to finance the Transaction in compliance with said
Section 5.12 may be utilized for the general corporate and working capital
purposes of the Bermuda Borrower and its affiliates and (ii) the proceeds of
Tranche B Term Loans utilized to fund Intercompany Distribution Transactions
shall be applied (I) first, to finance the Refinancing and (II) second, after
the application of such proceeds in full for the purposes described in preceding
subclause (I), to finance the Merger and pay fees and expenses incurred in
connection with the Transaction. All proceeds of Additional Tranche C Term Loans
shall be used on the Third Amendment Effective Date to (x) repay principal of
outstanding Tranche B Term Loans of Non-Consenting Tranche B Term Lenders (if
any), together with accrued but unpaid interest thereon, (y) repay in full
principal of all outstanding Tranche A Term Loans, together with accrued but
unpaid interest thereon and (z) finance payments required to be made by the U.S.
Borrower and/or certain of its Subsidiaries pursuant to the HQ Lease Agreements
as a result of the exercise of the purchase option thereunder. All proceeds of
Incremental Term Loans incurred by each Incremental Term Loan Borrower shall be
used (i) to finance Permitted Acquisitions (and to pay the fees and expenses
related thereto) and to refinance any Indebtedness assumed as part of any such
Permitted Acquisitions (and to pay all accrued and unpaid interest thereon, any
prepayment premium associated therewith and the fees and expenses related
thereto), (ii) to prepay outstanding Revolving Loans in accordance with the
terms of this Agreement, (iii) to prepay outstanding Term Loans in accordance
with the terms of this Agreement and (iv) for the Incremental Term Loan
Borrowers' and their respective Subsidiaries' ongoing working capital
requirements and general corporate purposes.

                                      -99-

<PAGE>

                  (b)      All proceeds of Revolving Loans and Swingline Loans
shall be used for the Borrowers' and their respective Subsidiaries' ongoing
working capital requirements and general corporate purposes (including to effect
Permitted Acquisitions (to the extent permitted by this Agreement) but excluding
payments in connection with the Transaction (except as provided in the proviso
below)); provided, however, that proceeds of Dollar Facility Revolving Loans and
Multicurrency Facility Revolving Loans (for this purpose using the Dollar
Equivalent of the principal amount of all Euro Denominated Revolving Loans
incurred on the Initial Borrowing date) in an aggregate amount not to exceed
$110,000,000 may be utilized by the Borrowers for the purposes described in
Section 7.05(a).

                  (c)      At the time of each Credit Event occurring on or
after the Initial Borrowing Date, the aggregate value of all Margin Stock (other
than treasury stock) owned by Holdings and its Subsidiaries (for such purpose,
using the initial purchase price paid by Holdings or such Subsidiary for the
respective shares of Margin Stock) does not exceed $10,000,000. In addition, at
the time of each Credit Event occurring on or after the Initial Borrowing Date,
the value of the Margin Stock at any time owned by Holdings and its Subsidiaries
does not exceed 25% of the value of the assets of Holdings and its Subsidiaries
taken as a whole. Neither the making of any Loan nor the use of the proceeds
thereof nor the occurrence of any other Credit Event will violate or be
inconsistent with the provisions of Regulation T, Regulation U or Regulation X.

                  7.06 Governmental Approvals. Except (x) for immaterial filings
relating to the Acquisition set forth on Schedule XIX and (y) as may have been
obtained or made on or prior to the Initial Borrowing Date (and which remain in
full force and effect on the Initial Borrowing Date), no order, consent,
approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by, any foreign or domestic governmental or
public body or authority, or any subdivision thereof, is required to authorize
or is required in connection with (i) the execution, delivery and performance of
any Document or (ii) the legality, validity, binding effect or enforceability of
any Document.

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

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

                  7.09 True and Complete Disclosure. All factual information
(taken as a whole) heretofore or contemporaneously furnished by or on behalf of
Holdings or any of its Subsidiaries in writing to any Agent or any Lender
(including, without limitation, all information contained in the Documents) for
purposes of or in connection with this Agreement, the other Documents or any
transaction contemplated herein or therein is, and all other such factual
information (taken as a whole) hereafter furnished by or on behalf of any such
Persons in writing to any Agent or any Lender will be, true and accurate in all
material respects on the date as of which such information is dated or certified
and not incomplete by omitting to state any material fact necessary to make

                                     -100-

<PAGE>

such information (taken as a whole) not misleading in any material respect at
such time in light of the circumstances under which such information was
provided, it being understood and agreed that for purposes of this Section 7.09,
such factual information shall not include the Projections or any projected
financial information contained in any financial projections delivered pursuant
to Section 8.01(d).

                  7.10 Financial Condition; Financial Statements. (a) On and as
of the Initial Borrowing Date, on a pro forma basis after giving effect to the
Transaction and to all Indebtedness (including the Loans and the New Senior
Notes) incurred, and to be incurred, and Liens created, and to be created, by
each Credit Party in connection therewith, with respect to each Borrower (on a
stand-alone basis), Holdings and its Subsidiaries (on a consolidated basis) and
each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the
assets, at a fair valuation, of each Borrower (on a stand-alone basis), Holdings
and its Subsidiaries (on a consolidated basis) and each Borrower and its
Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it
has or they have not incurred nor intended to, nor believes or believe that it
or they will, incur debts beyond its or their ability to pay such debts as such
debts mature and (z) it or they will have sufficient capital with which to
conduct its or their business. For purposes of this Section 7.10(a), "debt"
means any liability on a claim, and "claim" means (i) right to payment, whether
or not such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured
or unsecured or (ii) right to an equitable remedy for breach of performance if
such breach gives rise to a payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured. The amount of contingent liabilities at any
time shall be computed as the amount that, in the light of all facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

                  (b)      (i) The audited consolidated statements of financial
condition of the U.S. Borrower and its Consolidated Subsidiaries at December 30,
2000, December 29, 2001 and December 28, 2002 and the related consolidated
statements of income and cash flows and changes in shareholders' equity of the
U.S. Borrower and its Consolidated Subsidiaries for the fiscal years of the U.S.
Borrower ended on such dates, in each case furnished to the Lenders prior to the
Initial Borrowing Date, present fairly in all material respects the consolidated
financial position of the U.S. Borrower and its Consolidated Subsidiaries at the
date of said financial statements and the results for the respective periods
covered thereby and (ii) the Pro Forma Financial Statements present a good faith
estimate of the consolidated pro forma financial condition of the U.S. Borrower
and its Consolidated Subsidiaries and the pro forma results of operations of the
U.S. Borrower and its Consolidated Subsidiaries for the respective periods
covered thereby (after giving effect to the Transaction at the date thereof or
for the period covered thereby). All of the financial statements referred to in
clause (i) of the immediately preceding sentence have been prepared in
accordance with U.S. GAAP consistently applied except to the extent provided in
the notes to said financial statements.

                  (c)      Since December 28, 2002 (but after giving effect to
the Transaction as if same had occurred immediately prior thereto), nothing has
occurred that has had, or could reasonably be expected to have, a Material
Adverse Effect.

                                     -101-

<PAGE>

                  (d)      Except as fully reflected in the financial statements
described in Section 7.10(b) and as otherwise permitted by Section 9.04, (i)
there were as of the Initial Borrowing Date (and after giving effect to any
Loans made on such date), no liabilities or obligations with respect to Holdings
or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued,
contingent or otherwise and whether or not due) which, either individually or in
the aggregate, could reasonably be expected to be material to Holdings and its
Subsidiaries taken as a whole and (ii) no Credit Agreement Party knows of any
basis for the assertion against Holdings or any of its Subsidiaries of any such
liability or obligation which, either individually or in the aggregate, has had,
or could reasonably be expected to have, a Material Adverse Effect.

                  (e)      The Projections have been prepared on a basis
consistent with the financial statements referred to in Section 7.10(b) and are
based on good faith estimates and assumptions made by the management of
Holdings, and on the Initial Borrowing Date, the Borrowers believe that the
Projections are reasonable and attainable, it being recognized by the Lenders
that such projections of future events are not to be viewed as facts and that
actual results during the period or periods covered by any such Projections may
differ from the projected results contained therein. There is no fact known to
any Credit Agreement Party or any of its Subsidiaries which has had, or could
reasonably be expected to have, a Material Adverse Effect, which has not been
disclosed herein or in such other documents, certificates and statements
furnished to the Lenders for use in connection with the transactions
contemplated hereby.

                  7.11 Security Interests. On and after the Initial Borrowing
Date, each of the Security Documents creates (or after the execution and
delivery thereof will create), as security for the Obligations covered thereby,
a valid and enforceable perfected security interest in and Lien on all of the
Collateral subject thereto, superior to and prior to the rights of all third
Persons, and subject to no other Liens (except that (i) the Security Agreement
Collateral may be subject to Permitted Liens, (ii) the Pledge Agreement
Collateral may be subject to the Liens described in clauses (i) and (v) of
Section 9.03 and (iii) the security interest and mortgage lien created on any
Mortgaged Property may be subject to the Permitted Encumbrances related
thereto), in favor of the Collateral Agent (or such other trustee or sub-agent
as may be required or desired under local law). No filings or recordings are
required in order to perfect and/or render enforceable as against third parties
the security interests created under any Security Document except for filings or
recordings required in connection with any such Security Document which shall
have been made on or prior to the Initial Borrowing Date or on or prior to the
execution and delivery thereof as contemplated by Sections 8.11, 8.12, 8.15 and
9.17.

                  7.12 Compliance with ERISA. (a) Schedule V sets forth, as of
the Initial Borrowing Date, each Plan and each Multiemployer Plan. Each Plan
(and each related trust, insurance contract or fund) is in compliance in all
respects with its terms and in all respects with all applicable laws, including,
without limitation, ERISA and the Code and in compliance with the following,
except to the extent that any such noncompliances, individually or in the
aggregate, would not result in a Material Adverse Effect; each Plan (and each
related trust, if any) which is intended to be qualified under Section 401(a) of
the Code has received a determination letter from the Internal Revenue Service
to the effect that it meets the requirements of Sections 401(a) and 501(a) of
the Code (or the sponsor has applied for such determination letter within the
remedial amendment period); (1) no Reportable Event has occurred; (2) to the
knowledge of any Senior Officer, no Multiemployer Plan is insolvent or in
reorganization; (3) no

                                     -102-

<PAGE>

Plan has an Unfunded Current Liability; (4) no Plan which is subject to Section
412 of the Code or Section 302 of ERISA has an accumulated funding deficiency,
within the meaning of such sections of the Code or ERISA, or has applied for or
received a waiver of an accumulated funding deficiency or an extension of any
amortization period, within the meaning of Section 412 of the Code or Section
303 or 304 of ERISA; (5) all required contributions with respect to a Plan and a
Multiemployer Plan have been made; (6) neither Holdings nor any Subsidiary of
Holdings nor any ERISA Affiliate has incurred any outstanding material liability
(including any indirect, contingent or secondary liability) to or on account of
a Plan or a Multiemployer Plan pursuant to Section 409, 502(i), 502(l), 515,
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971
or 4975 of the Code or expects to incur any such material liability under any of
the foregoing sections with respect to any Plan or a Multiemployer Plan; (7) no
condition exists which presents a material risk to Holdings or any Subsidiary of
Holdings or any ERISA Affiliate of incurring a material liability to or on
account of a Plan or a Multiemployer Plan pursuant to the foregoing provisions
of ERISA and the Code; (8) no involuntary proceedings have been instituted to
terminate or appoint a trustee to administer any Plan which is subject to Title
IV of ERISA; (9) no action, suit, proceeding, hearing, audit or investigation
with respect to the administration, operation or the investment of assets of any
Plan (other than routine claims for benefits) is pending, expected or
threatened; (10) using actuarial assumptions and computation methods consistent
with Part 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of
Holdings and its Subsidiaries and ERISA Affiliates to any Multiemployer Plans in
the event of a withdrawal therefrom, as of the close of the most recent fiscal
year of each such Multiemployer Plan ended prior to the date of the most recent
Credit Event would not exceed $10,000,000; (11) each group health plan (as
defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which
covers or has covered employees or former employees of Holdings, any Subsidiary
of Holdings, or any ERISA Affiliate has at all times been operated in compliance
with the provisions of Part 6 of subtitle B of Title I of ERISA and Section
4980B of the Code other than any non-compliance which would not result in a
material liability to Holdings or any Subsidiary of Holdings; (12) no lien
imposed under the Code or ERISA on the assets of Holdings or any Subsidiary of
Holdings or any ERISA Affiliate exists, is likely to arise on account of any
Plan or any Multiemployer Plan; and (13) and neither Holdings nor any Subsidiary
of Holdings maintains or contributes to (a) any employee welfare benefit plan
(as defined in Section 3(1) of ERISA) which provides benefits to retired
employees and/or other former employees (other than as required by Section 601
of ERISA) or (b) any Plan, the obligations with respect to which could
reasonably be expected to have a Material Adverse Effect.

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

                                     -103-

<PAGE>

liabilities or alternatively, the Foreign Pension Plan is funded in compliance
with applicable law in all material respects and Holdings and its Subsidiaries
have established adequate reserves for the present value of such accrued benefit
liabilities under such Foreign Pension Plan in the financial statements
delivered pursuant to Section 8.01(b) and (c).

                  7.13 Capitalization. (a) On the Initial Borrowing Date and
after giving effect to the Transaction, the authorized capital stock of Holdings
shall consist of 1,000 shares of common stock, $.001 par value per share (such
authorized shares of common stock, together with any subsequently authorized
shares of common stock of Holdings, the "Holdings Common Stock"), of which 1000
shares are issued and outstanding. All such outstanding shares have been duly
and validly issued, are fully paid and nonassessable and free of preemptive
rights. As of the Initial Borrowing Date, except as set forth on Part A of
Schedule X hereto, Holdings does not have outstanding any securities convertible
into or exchangeable for its capital stock or outstanding any rights to
subscribe for or to purchase, or any options for the purchase of, or any
agreement providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, its capital stock or any
stock appreciation or similar rights.

                  (b)      On the Initial Borrowing Date and after giving effect
to the Transaction, the authorized capital stock of the U.S. Borrower shall
consist of 1000 shares of common stock, $.001 par value per share, of which 1000
shares were issued and outstanding, owned by Holdings and delivered for pledge
pursuant to the U.S. Pledge Agreement. All such outstanding shares have been
duly and validly issued, are fully paid and nonassessable and free of preemptive
rights. The U.S. Borrower does not have outstanding any securities convertible
into or exchangeable for its capital stock or outstanding any rights to
subscribe for or to purchase, or any options for the purchase of, or any
agreement providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, its capital stock or any
stock appreciation or similar rights.

                  (c)      On the Initial Borrowing Date and after giving effect
to the Transaction, the authorized capital stock of the Bermuda Borrower shall
consist of 2,319,640,170 shares of common stock, $.10 par value per share, of
which 2,319,640,170 shares are issued and outstanding and owned indirectly by
the Bermuda Partnership. All such outstanding shares have been duly and validly
issued, are fully paid and nonassessable and free of preemptive rights. The
Bermuda Borrower does not have outstanding any securities convertible into or
exchangeable for its capital stock or outstanding any rights to subscribe for or
to purchase, or any options for the purchase of, or any agreement providing for
the issuance (contingent or otherwise) of, or any calls, commitments or claims
of any character relating to, its capital stock or any stock appreciation or
similar rights.

                  7.14 Subsidiaries. On and as of the Initial Borrowing Date and
after giving effect to the Transaction, Holdings has no Subsidiaries other than
the U.S. Borrower and its Subsidiaries, and the U.S. Borrower has no
Subsidiaries other than those Subsidiaries listed on Schedule VII. Schedule VII
correctly sets forth, as of the Initial Borrowing Date and after giving effect
to the Transaction, (i) the percentage ownership (direct and indirect) of the
U.S. Borrower in each class of capital stock or other Equity Interests of each
of its Subsidiaries and also identifies the direct owner thereof and (ii) the
jurisdiction of organization of each such Subsidiary. All outstanding shares of
capital stock or other Equity Interests of each Subsidiary

                                     -104-

<PAGE>

of each of the Borrowers have been duly and validly issued, are fully paid and
non-assessable and, in the case of Non-Wholly Owned Subsidiaries of the U.S.
Borrower, have been issued free of preemptive rights. Except as set forth on
Part B of Schedule X attached hereto, no Subsidiary of the U.S. Borrower has
outstanding any securities convertible into or exchangeable for its capital
stock or other Equity Interests or outstanding any right to subscribe for or to
purchase, or any options or warrants for the purchase of, or any agreement
providing for the issuance (contingent or otherwise) of or any calls,
commitments or claims of any character relating to, its capital stock or other
Equity Interests or any stock appreciation or similar rights. Except for the
existing investments described on Schedule VI, as of the Initial Borrowing Date,
neither Holdings nor any of its Subsidiaries owns or holds, directly or
indirectly, any capital stock or equity security of, or any other Equity
Interests in, any Person other than its Subsidiaries indicated on Schedule VII.

                  7.15 Intellectual Property, etc. Each of Holdings and each of
its Subsidiaries owns or has the right to use all domestic and foreign patents,
trademarks, permits, domain names, service marks, trade names, copyrights,
licenses, franchises, inventions, trade secrets, proprietary information and
know-how of any type, whether or not written (including, but not limited to,
rights in computer programs and databases) and formulas, or other rights with
respect to the foregoing, and has obtained assignments of all leases, licenses
and other rights of whatever nature, in each case necessary for the conduct of
its business, without any known conflict with the rights of others which, or the
failure to obtain which, as the case may be, individually or in the aggregate,
has had, or could reasonably be expected to have, a Material Adverse Effect.

                  7.16 Compliance with Statutes; Agreements, etc. Each of
Holdings and each of its Subsidiaries is in compliance with (i) all applicable
statutes, regulations, rules and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property and (ii) all contracts
and agreements to which it is a party, except such non-compliances as have not
had, and could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

                  7.17 Environmental Matters. (a) Each of Holdings and each of
its Subsidiaries has complied with, and on the date of each Credit Event is in
compliance with, all applicable Environmental Laws and the requirements of any
permits issued under such Environmental Laws and neither Holdings nor any of its
Subsidiaries is liable for any material penalties, fines or forfeitures for
failure to comply with any of the foregoing. There are no pending or past or, to
the knowledge of any Senior Officer, threatened Environmental Claims against
Holdings or any of its Subsidiaries or any Real Property owned, leased or
operated by Holdings or any of its Subsidiaries (including any such claim
arising out of the ownership, lease or operation by Holdings or any of its
Subsidiaries of any Real Property formerly owned, leased or operated by Holdings
or any of its Subsidiaries but no longer owned, leased or operated by Holdings
or any of its Subsidiaries). There are no facts, circumstances, conditions or
occurrences on any Real Property owned, leased or operated by Holdings or any of
its Subsidiaries (including, to the knowledge of a Senior Officer, any Real
Property formerly owned, leased or operated by Holdings or any of its
Subsidiaries but no longer owned, leased or operated by Holdings or any of its
Subsidiaries) or on any property adjoining or in the vicinity of any such Real
Property that would reasonably be expected (i) to form the basis of an
Environmental Claim against Holdings or any of its Subsidiaries or any such Real
Property or (ii) to cause any such Real Property to be

                                     -105-

<PAGE>

subject to any restrictions on the ownership, occupancy, use or transferability
of such Real Property by Holdings or any of its Subsidiaries under any
applicable Environmental Law.

                  (b)      Hazardous Materials have not at any time been
generated, used, treated or stored on, or transported to or from, any Real
Property owned, leased or operated by Holdings or any of its Subsidiaries except
in compliance with all applicable Environmental Laws and in connection with the
operation, use and maintenance of such Real Property by Holdings' or such
Subsidiary's business. Hazardous Materials have not at any time been Released on
or from any Real Property owned, leased or operated by Holdings or any of its
Subsidiaries or by any person acting for or under contract to Holdings or any of
its Subsidiaries, or to the knowledge of any Credit Agreement Party, by any
other Person in respect of Real Property owned, leased or operated by Holdings
or any of its Subsidiaries (including, to the knowledge of any Credit Agreement
Party, any Real Property owned, leased or operated by Holdings or any of its
Subsidiaries but no longer owned, leased or operated by Holdings or any of its
Subsidiaries), except in compliance with all applicable Environmental Laws in
all material respects.

                  (c)      Notwithstanding anything to the contrary in this
Section 7.17, the representations made in this Section 7.17 shall only be untrue
if the aggregate effect of all conditions, failures, noncompliances,
Environmental Claims, Hazardous Materials, Releases and presence of underground
storage tanks, in each case of the types described above, has had, or could
reasonably be expected to have, a Material Adverse Effect.

                  7.18 Properties. All Real Property and vessels owned by
Holdings or any of its Subsidiaries, and all material leaseholds leased by
Holdings or any of its Subsidiaries, in each case as of the Initial Borrowing
Date and after giving effect to the Transaction, and the nature of the interest
therein, is correctly set forth in Schedule III. Each of Holdings and each of
its Subsidiaries has good and marketable title to, or a validly subsisting
leasehold interest in, all material properties owned or leased by it, including
all Real Property and vessels reflected in Schedule III and in the financial
statements (including the Pro Forma Financial Statements) referred to in Section
7.10(b) (except (x) such properties sold in the ordinary course of business
since the dates of the respective financial statements referred to therein, (y)
such properties otherwise sold as permitted by the terms of this Agreement and
(z) such Real Properties owned by the U.S. Borrower or any of its Subsidiaries
which may be subject to immaterial defects of title which do not impair the use
of such Real Property or the business conducted by the U.S. Borrower or such
Subsidiary thereon), free and clear of all Liens, other than Permitted Liens.

                  7.19 Labor Relations. Neither Holdings nor any of its
Subsidiaries is engaged in any unfair labor practice that has had, or could
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect. There is (i) no unfair labor practice complaint pending
against Holdings or any of its Subsidiaries or, to the knowledge of any Senior
Officer, threatened against any of them, before the National Labor Relations
Board or any similar foreign tribunal or agency, and no grievance or arbitration
proceeding arising out of or under any collective bargaining agreement is so
pending against Holdings or any of its Subsidiaries or, to the knowledge of any
Senior Officer, threatened against any of them, (ii) no strike, labor dispute,
slowdown or stoppage pending against Holdings or any of its Subsidiaries or, to
the knowledge of any Senior Officer, threatened against Holdings or any of its
Subsidiaries and (iii) no union representation question existing with respect to
the employees of Holdings or

                                     -106-

<PAGE>

any of its Subsidiaries and no union organizing activities are taking place,
except (with respect to any matter specified in clause (i), (ii) or (iii) above,
either individually or in the aggregate) such as has not had, or could
reasonably be expected to have, a Material Adverse Effect.

                  7.20 Tax Returns and Payments. Holdings and each of its
Subsidiaries has timely filed (including applicable extensions) with the
appropriate taxing authority, all material returns, statements, forms and
reports for taxes (the "Returns") required to be filed by or with respect to the
income, properties or operations of Holdings and each of its Subsidiaries. The
Returns accurately reflect in all material respects all liability for taxes of
Holdings and each of its Subsidiaries as a whole for the periods covered
thereby. Holdings and each of its Subsidiaries have paid all material taxes
payable by them other than those contested in good faith and adequately
disclosed and for which adequate reserves have been established in accordance
with U.S. GAAP. Except as set forth on Schedule XVIII hereto, there is no
action, suit, proceeding, investigation, audit, or claim now pending or, to the
knowledge of any Senior Officer, threatened by any authority regarding any taxes
relating to Holdings and each of its Subsidiaries. Except as set forth on
Schedule XVIII hereto, neither Holdings nor any of its Subsidiaries has entered
into an agreement or waiver or been requested to enter into an agreement or
waiver extending any statute of limitations relating to the payment or
collection of taxes of Holdings or any of its Subsidiaries, or is aware of any
circumstances that would cause the taxable years or other taxable periods of
Holdings or any of its Subsidiaries not to be subject to the normally applicable
statute of limitations.

                  7.21 Scheduled Existing Indebtedness. Schedule IV sets forth a
true and complete list of all Indebtedness of Holdings and its Subsidiaries as
of the Initial Borrowing Date and which is to remain outstanding after giving
effect to the Transaction and the incurrence of Loans on such date (exclusive of
(i) Indebtedness pursuant to this Agreement and the other Credit Documents, (ii)
Indebtedness pursuant to the Existing Senior Notes Documents, (iii) Indebtedness
pursuant to the New Senior Notes Documents, (iv) intercompany Indebtedness
pursuant to the Intercompany Distribution Transactions, (v) Indebtedness of
Holdings and/or any of its Subsidiaries of the types described in clause (viii)
of Section 9.04, (vi) Capitalized Lease Obligations arising under the lease
entered into in connection with the Sale-Leaseback Transaction, (vii)
obligations described in Section 9.04(xxii), and (viii) immaterial Contingent
Obligations of Subsidiaries of the U.S. Borrower that represent guaranties of
obligations other than Indebtedness), in each case showing the aggregate
principal amount thereof (and the aggregate amount of any undrawn commitments
with respect thereto) and the name of the respective borrower and any other
entity which directly or indirectly guarantees such debt. Part A of Schedule IV
lists all Indebtedness as described in the immediately preceding sentence which
is owed to Persons other than Holdings or any of its Subsidiaries (after giving
effect to the consummation of the Transaction) (with all such Indebtedness being
herein called "Third Party Scheduled Existing Indebtedness") and Part B of
Schedule IV lists all Indebtedness as described in the immediately preceding
sentence which is owed to Holdings and its Subsidiaries (after giving effect to
the Transaction) (with all of such Indebtedness being herein called
"Intercompany Scheduled Existing Indebtedness").

                  7.22 Insurance. Set forth on Schedule VIII hereto is a true,
correct and complete summary of all insurance maintained by Holdings and its
Subsidiaries on and as of the Initial Borrowing Date, with the amounts insured
(and any deductibles) set forth therein.

                                     -107-

<PAGE>

                  7.23 Representations and Warranties in Other Documents. All
representations and warranties set forth in the Merger Agreement and the New
Senior Notes Documents were true and correct in all material respects at the
time as of which such representations and warranties were made (or deemed made
pursuant thereto) and shall be true and correct in all material respects as of
the Initial Borrowing Date as if such representations or warranties were made on
and as of such date, unless stated to relate to a specific earlier date, in
which case such representations or warranties shall be true and correct in all
material respects as of such specified date.

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

                  7.25 Special Purpose Corporations. (a) Each of Holdings, and
Acquisition Corp. was formed to effect the Transaction. Prior to the
consummation of the Transaction, none of Holdings, or Acquisition Corp. had any
significant assets or liabilities.

                  (b)      Holdings has no significant assets (other than the
capital stock of the U.S. Borrower and immaterial assets used for the
performance of those activities permitted to be performed by Holdings pursuant
to Section 9.01(b)) or liabilities (other than under this Agreement and the
other Documents to which it is a party, those liabilities permitted to be
incurred by Holdings pursuant to Section 9.01(b) and, as and when issued from
time to time in accordance with the terms of this Agreement, under Shareholder
Subordinated Notes).

                  (c)      The Bermuda Partnership has no significant assets
(other than Equity Interests of its Subsidiaries and the immaterial assets used
for the performance of those activities permitted to be performed by it pursuant
to Section 9.01(c)) or liabilities (other than under this Agreement and the
other Credit Documents to which it is a party and those liabilities permitted to
be incurred by it pursuant to Section 9.01(c)); provided that notwithstanding
the foregoing, the Bermuda Partnership shall be permitted to (i) provide
treasury, accounting, logistic and other administrative support services to its
Affiliates on an arm's length basis and hold and retain cash earned in
connection with the provision of such services and (ii) receive and hold
additional cash and Cash Equivalents from its Subsidiaries and/or Affiliates, so
long as, in the case of this clause (ii), same are promptly (and in any event
within one Business Day of receipt thereof) loaned,

                                     -108-

<PAGE>

distributed and/or contributed, subject to Section 9.01(d), to its Subsidiaries
and/or Affiliates in accordance with the requirements of Section 9.05 of this
Agreement.

                  7.26 Subordination. (a) The subordination provisions contained
in the New Senior Notes Documents, the New 2010 Senior Notes Documents and the
Existing Senior Notes Documents are enforceable against the U.S. Subsidiary
Guarantors party thereto and the holders of the New Senior Notes, the New 2010
Senior Notes and the Existing Senior Notes, and all Guaranteed Obligations (as
defined in the U.S. Subsidiaries Guaranty) of the U.S. Subsidiary Guarantors are
within the definitions of "Guarantor Senior Debt" and "Designated Guarantor
Senior Debt" included in such subordination provisions.

                  (b)      On and after the execution and delivery of the
Shareholder Subordinated Notes, the subordination provisions contained therein
will be enforceable against Holdings and the holders of the Shareholder
Subordinated Notes, and all Obligations of Holdings hereunder and under the
other Credit Documents to which it is a party are within the definitions of
"Senior Debt" included in such subordination provisions.


                  SECTION 8. Affirmative Covenants. Each Credit Agreement Party
hereby covenants and agrees that as of the Effective Date and thereafter for so
long as this Agreement is in effect and until the Total Commitment and all
Letters of Credit and Bank Guaranties have been terminated, and the Loans,
Notes, Unpaid Drawings and Unreimbursed Payments, together with interest, Fees
and all other Obligations (other than any indemnities described in Section 13.13
which are not then due and payable) incurred hereunder, are paid in full:

                  8.01 Information Covenants. Holdings will furnish, or will
cause to be furnished, to the Administrative Agent (who shall furnish to each
Lender):

                  (a)      [Intentionally deleted].

                  (b)      Quarterly Financial Statements. Within 45 days after
         the close of the first three quarterly accounting periods in each
         Fiscal Year of Holdings, (i) (x) the consolidated balance sheet of
         Holdings and its Consolidated Subsidiaries as at the end of such
         quarterly accounting period and the related consolidated statements of
         income and of cash flows for such quarterly accounting period and for
         the elapsed portion of the Fiscal Year ended with the last day of such
         quarterly accounting period, in each case (commencing with the
         financial statements to be delivered in respect of the 1st Fiscal
         Quarter of Fiscal Year 2004) setting forth comparative figures for the
         corresponding quarterly accounting period in the prior Fiscal Year and
         the budgeted figures for such quarterly period as set forth in the
         respective financial projections theretofore delivered pursuant to
         Section 8.01(d) (unless such quarterly period occurs prior to the
         delivery (or required delivery) of the first financial projections
         pursuant to Section 8.01(d) which include such quarterly accounting
         period), (y) the consolidated balance sheet of each Business Segment as
         at the end of such quarterly accounting period and the related
         consolidated statement of income of such Business Segment for such
         quarterly accounting period and for the elapsed portion of the Fiscal
         Year ended with the last day of such quarterly accounting period, in
         each case (commencing with the financial statements to be delivered in
         respect of the 1st Fiscal Quarter of Fiscal Year 2004) setting

                                     -109-

<PAGE>

         forth comparative figures for the corresponding quarterly accounting
         period in the prior Fiscal Year, and (z) commencing with the 3rd Fiscal
         Quarter of Fiscal Year 2003, the consolidated balance sheets of the
         U.S. Dole Group and the Non-U.S. Dole Group as at the end of such
         quarterly accounting period and the related consolidated statements of
         income of each such group for such quarterly accounting period and for
         the elapsed portion of the Fiscal Year ended with the last day of such
         quarterly accounting period, all of the foregoing of which shall be in
         reasonable detail and, in the case of the financial statements
         described in subclause (x) above, be certified by the senior financial
         officer or other Authorized Officer of Holdings that they fairly
         present in all material respects in accordance with U.S. GAAP the
         financial condition of Holdings and its Consolidated Subsidiaries as of
         the dates indicated and the results of their operations and/or changes
         in their cash flows for the periods indicated, subject to normal
         year-end audit adjustments and the absence of footnotes and (ii)
         management's discussion and analysis of the important operational and
         financial developments during such quarterly accounting period;
         provided, however, that for any quarterly accounting period for which
         the U.S. Borrower has filed a Form 10-Q Report with the SEC and the
         Chief Financial Officer or other Authorized Officer of Holdings has
         delivered to the Administrative Agent a certificate certifying that the
         Holdings Business Condition has been satisfied for such quarterly
         accounting period, the furnishing of (I) the U.S. Borrower's Form 10-Q
         Report filed with the SEC for such quarterly accounting period and (II)
         the consolidated balance sheet of each Business Segment as at the end
         of such quarterly accounting period and the related consolidated
         statement of income of such Business Segment for such quarterly
         accounting period, shall satisfy the requirements of subclause (i) and
         (ii) of this Section 8.01(b).

                  (c)      Annual Financial Statements. Within 90 days after the
         close of each Fiscal Year of Holdings, (i) (x) the consolidated balance
         sheet of Holdings and its Consolidated Subsidiaries as at the end of
         such Fiscal Year and the related consolidated statements of income and
         stockholders' equity and of cash flows for such Fiscal Year and (and
         commencing with the financial statements to be delivered in respect of
         Fiscal Year 2004) setting forth comparative consolidated figures for
         the preceding Fiscal Year and comparable budgeted figures for such
         Fiscal Year as set forth in the respective financial projections
         delivered pursuant to Section 8.01(d), (y) the consolidated balance
         sheet of each Business Segment as at the end of such Fiscal Year and
         the related consolidated statements of income of each Business Segment
         for such Fiscal Year and (commencing with the financial statements to
         be delivered in respect of Fiscal Year 2004) setting forth comparative
         consolidated figures for the preceding Fiscal Year and (z) the
         consolidated balance sheet of each of the U.S. Dole Group and the
         Non-U.S. Dole Group as at the end of such Fiscal Year and the related
         consolidated statements of income of each such group for such Fiscal
         Year and (commencing with the financial statements to be delivered in
         respect of Fiscal Year 2004) setting forth comparative consolidated
         figures for the preceding Fiscal Year, (ii) in the case of the
         financial statements referred to in subclause (i)(x) above (except for
         such comparable budgeted figures), together with a certification by
         Deloitte & Touche LLP or such other independent certified public
         accountants of recognized national standing as shall be acceptable to
         the Administrative Agent, in each case to the effect that (I) such
         statements fairly present in all material respects the financial
         condition of Holdings and its Consolidated Subsidiaries as of the dates
         indicated and

                                     -110-

<PAGE>

         the results of their operations and changes in financial position for
         the periods indicated in conformity with U.S. GAAP applied on a basis
         consistent with prior years and (II) in the course of its regular audit
         of the business of Holdings and its Consolidated Subsidiaries, which
         audit was conducted in accordance with U.S. GAAP (and made without
         qualification or expression of uncertainty, in each case as to going
         concern), no Default or Event of Default which has occurred and is
         continuing has come to their attention or, if such a Default or an
         Event of Default has come to their attention, a statement as to the
         nature thereof, and (iii) management's discussion and analysis of the
         important operational and financial developments during such Fiscal
         Year; provided, however, that for any Fiscal Year for which the U.S.
         Borrower has filed a Form 10-K Report with the SEC and the Chief
         Financial Officer or other Authorized Officer of Holdings has delivered
         to the Administrative Agent a certificate (x) certifying that the
         Holdings Business Condition has been satisfied during such Fiscal Year
         and (y) setting forth the aggregate amount of Dividends paid to
         Holdings by the U.S. Borrower during such Fiscal Year pursuant to
         Sections 9.06(iii), (iv) and (v), the furnishing of (I) the U.S.
         Borrower's Form 10-K Report filed with the SEC for such Fiscal Year and
         (II) the consolidated balance sheet of each Business Segment as at the
         end of such Fiscal Year and the related consolidated statement of
         income of such Business Segment for such Fiscal Year, shall satisfy the
         requirements of subclause (i) and (iii) of this Section 8.01(c).

                  (d)      Financial Projections, etc. Not more than 45 days
         after the commencement of each Fiscal Year of Holdings (beginning with
         Fiscal Year 2004), financial projections in form reasonably
         satisfactory to the Administrative Agent (including projected
         statements of income, sources and uses of cash and balance sheets,
         taking into account any Significant Asset Sales intended to be
         consummated during such Fiscal Year) prepared by Holdings (i) for each
         of the four Fiscal Quarters of such Fiscal Year prepared in detail and
         (ii) for each of the immediately succeeding three Fiscal Years prepared
         in summary form, in each case, on a consolidated basis, for Holdings
         and its Consolidated Subsidiaries and setting forth, with appropriate
         discussion, the principal assumptions upon which such financial
         projections are based.

                  (e)      Officer's Certificates. At the time of the delivery
         of the financial statements provided for in Sections 8.01(b) and (c), a
         certificate of the Chief Financial Officer or other Authorized Officer
         of Holdings to the effect that no Default or Event of Default exists
         or, if any Default or Event of Default does exist, specifying the
         nature and extent thereof, which certificate shall (i) if delivered in
         connection with the financial statements required by Section 8.01(b) or
         (c), set forth (x) in reasonable detail the calculations required to
         establish whether Holdings and its Subsidiaries were in compliance with
         the provisions of Sections 3.03, 4.02, 9.02, 9.04, 9.05, 9.06 and 9.08
         through and including 9.13 as at the end of such Fiscal Quarter or
         Fiscal Year, as the case may be, and (y) the calculation of the
         Leverage Ratio and the Bank Debt Leverage Ratio as at the last day of
         the respective Fiscal Quarter or Fiscal Year of Holdings, as the case
         may be, (ii) if delivered with the financial statements required by
         Section 8.01(c), set forth in reasonable detail the amount of (and the
         calculations required to establish the amount of) Excess Cash Flow for
         the respective Excess Cash Flow Payment Period and (iii) certify that
         there have been no changes to Annexes A through G of the U.S. Security
         Agreement, Annexes

                                     -111-

<PAGE>

         A through G of the U.S. Pledge Agreement and the annexes or schedules
         to any other Security Document, in each case since the Initial
         Borrowing Date or, if later, since the date of the most recent
         certificate delivered pursuant to this Section 8.01(e), or if there
         have been any such changes, a list in reasonable detail of such changes
         (but, in each case with respect to this clause (iii), only to the
         extent that such changes are required to be reported to the Collateral
         Agent pursuant to the terms of such Security Documents) and whether the
         Credit Agreement Parties and the other Credit Parties have otherwise
         taken all actions required to be taken by them pursuant to such
         Security Documents in connection with any such changes.

                  (f)      Notice of Default or Litigation. Promptly, and in any
         event within five Business Days after a Senior Officer obtains
         knowledge thereof, notice of (i) the occurrence of any event which
         constitutes a Default or an Event of Default, which notice shall
         specify the nature and period of existence thereof and what action
         Holdings or such Subsidiary proposes to take with respect thereto, (ii)
         any litigation or proceeding pending or threatened (x) against Holdings
         or any of its Subsidiaries which has had, or could reasonably be
         expected to have, a Material Adverse Effect or (y) with respect to any
         New Senior Notes Document, New 2010 Senior Notes Document or Existing
         Senior Notes Document, (iii) any Material Governmental Investigation
         pending or threatened against Holdings or any of its Subsidiaries and
         (iv) any other event, change or circumstance which has had, or could
         reasonably be expected to have, a Material Adverse Effect.

                  (g)      Management Letters. Promptly upon receipt thereof, a
         copy of any "management letter" submitted to Holdings or any of its
         Subsidiaries by its independent accountants in connection with any
         annual, interim or special audit made by them of the financial
         statements of Holdings or any of its Subsidiaries and management's
         responses thereto.

                  (h)      Environmental Matters. Within five Business Days
         after a Senior Officer obtains knowledge of any of the following (but
         only to the extent that any of the following, either individually or in
         the aggregate, has had, or could reasonably be expected to have, (a) a
         Material Adverse Effect or (b) a remedial cost to Holdings or any of
         its Subsidiaries in excess of $15,000,000), written notice of:

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

                           (ii)     any condition or occurrence on any Real
                  Property owned, leased or operated by Holdings or any of its
                  Subsidiaries that (x) results in noncompliance by Holdings or
                  any of its Subsidiaries with any applicable Environmental Law
                  or (y) could reasonably be anticipated to form the basis of an
                  Environmental Claim against Holdings or any of its
                  Subsidiaries or any such Real Property;

                           (iii)    any condition or occurrence on any Real
                  Property owned, leased or operated by Holdings or any of its
                  Subsidiaries that could reasonably be anticipated to cause
                  such Real Property to be subject to any restrictions on the
                  ownership,

                                     -112-

<PAGE>

                  lease, occupancy, use or transferability by Holdings or such
                  Subsidiary, as the case may be, of its interest in such Real
                  Property under any Environmental Law; and

                           (iv)     the taking of any removal or remedial action
                  in response to the actual or alleged presence of any Hazardous
                  Material on any Real Property owned, leased or operated by
                  Holdings or any of its Subsidiaries.

         All such notices shall describe in reasonable detail the nature of the
         claim, investigation, condition, occurrence or removal or remedial
         action and Holdings' response or proposed response thereto. In
         addition, the U.S Borrower agrees to provide the Lenders (by delivery
         to the Administrative Agent) with copies of such detailed reports
         relating to any of the matters set forth in clauses (i)-(iv) above as
         may reasonably be requested by the Administrative Agent or any Lender.

                  (i)      Reports. Within 3 Business Days following
         transmission thereof, copies of any filings and registrations with, and
         reports to, the SEC by Holdings or any of its Subsidiaries and copies
         of all financial statements, proxy statements, notices and reports as
         Holdings or any of its Subsidiaries shall send generally to the holders
         of Indebtedness or (following the public issuance of Equity Interests
         of Holdings or any of its Subsidiaries) their Equity Interests in their
         capacity as such holders (to the extent not theretofore delivered to
         the Lenders pursuant to this Agreement).

                  (j)      New Subsidiaries; etc. Within 45 days after the close
         of each of the first three Fiscal Quarters of each Fiscal Year of
         Holdings and within 90 days after the close of each Fiscal Year of
         Holdings, (w) a list showing each Material Foreign Subsidiary of
         Holdings which has not theretofore become party to the Foreign
         Subsidiaries Guaranty or any Security Document, (x) a list showing each
         Subsidiary of Holdings established, created or acquired during the
         respective Fiscal Quarter or Fiscal Year (and specifying whether such
         Subsidiary is a Material Foreign Subsidiary), and each Subsidiary which
         has had any Equity Interests transferred during the respective Fiscal
         Quarter or Fiscal Year (in each case describing in reasonable detail
         the respective transfer of Equity Interests), in each case naming the
         direct owner of all Equity Interests in such Subsidiary and describing
         such Equity Interests in reasonable detail, and certifying that each
         such Subsidiary, and each Credit Party which owns any Equity Interests
         therein, has taken all actions, if any, required pursuant to Sections
         8.11 and 9.17 and the relevant Security Documents and certifying
         Holdings' compliance with the provisions of Section 8.19, (y) a list of
         each Domestic Subsidiary of Holdings, if any, which has not been
         transferred to Holdings or one or more Qualified U.S. Obligors pursuant
         to the requirements of Section 8.19(a) (by virtue of the first proviso
         to the second sentence of said Section 8.19(a)), and specifically
         stating the reasons therefor, and (z) a list of each Foreign Subsidiary
         organized under any Qualified Non-U.S. Jurisdiction, if any, which has
         not been transferred to one or more Qualified Non-U.S. Obligors
         pursuant to the requirements of Section 8.19(b) (by reason of the first
         proviso to the first sentence of said Section 8.19(b)), and
         specifically stating the reasons therefor.

                                     -113-

<PAGE>

                  (k)      Annual Meetings with Lenders. At the request of the
         Administrative Agent, Holdings shall, within 120 days after the close
         of each Fiscal Year of Holdings (beginning with the Fiscal Year ended
         nearest to December 31, 2003), hold a meeting (which may be by
         conference call or teleconference), at a time and place selected by
         Holdings and reasonably acceptable to the Administrative Agent, with
         all of the Lenders that choose to participate, to review the financial
         results of the previous Fiscal Year and the financial condition of
         Holdings and its Subsidiaries and the budgets presented for the current
         Fiscal Year of Holdings and its Subsidiaries.

                  (l)      Notice of Commitment Reductions and Mandatory
         Repayments. On or prior to the date of any reduction to Commitments or
         any mandatory repayment of outstanding Term Loans pursuant to Sections
         4.02(c) through (g), inclusive, Holdings or the U.S. Borrower shall
         provide written notice of the amount of the respective reduction or
         repayment, as the case may be, to the Commitments or the outstanding
         Term Loans, as applicable, and the calculations therefor (in reasonable
         detail).

                  (m)      Compliance with Section 13.19. On or prior to the
         90th day after the Initial Borrowing Date, an appropriate officer in
         the legal department of Holdings or the U.S. Borrower shall provide a
         written certification of compliance with all post-closing requirements
         set forth in Section 13.19 (including those actions required pursuant
         to Schedule XIV), specifically listing any items where such compliance
         has not yet occurred (and, with respect to any such items where
         compliance has not yet occurred, stating the time frame in which it is
         expected that such actions shall be taken and the reasons such actions
         have not been completed). Without excusing any failure to comply with
         Section 13.19, if the certification provided above does not establish
         complete compliance with all requirements of Section 13.19 (and
         Schedule XIV), Holdings or the U.S. Borrower shall cause an appropriate
         officer in its legal department to furnish monthly updates thereafter,
         in each case showing in reasonable detail all compliances (and any
         non-compliances) with the requirements of Section 13.19. Such
         certifications shall no longer be required after the date upon which
         Holdings or the U.S. Borrower certifies that all actions required be
         taken pursuant to Section 13.19 (and Schedule XIV) have been completed.

                  (n)      Hedging Agreements. At the time of the delivery of
         the financial statements provided for in Section 8.01(c), a schedule of
         all Interest Rate Protection Agreements and Other Hedging Agreements
         entered into by Holdings or any of its Subsidiaries with any Lender
         and/or any of its affiliates.

                  (o)      Other Information. From time to time, such other
         information or documents (financial or otherwise) with respect to
         Holdings or its Subsidiaries as the Administrative Agent or any Lender
         may reasonably request; provided that the tax opinion delivered by
         Deloitte & Touche LLP pursuant to Section 5.20(f) shall only be made
         available for review by any Lender requesting same at the headquarters
         of Holdings.

                  8.02 Books, Records and Inspections. Each Credit Agreement
Party will, and will cause each of its Subsidiaries to, keep proper books of
record and accounts in which full, true and correct entries which permit the
preparation of financial statements in accordance with U.S. GAAP and which
conform to all requirements of law, shall be made of all dealings and

                                     -114-

<PAGE>

transactions in relation to its business and activities. Each Credit Agreement
Party will, and will cause each of its Subsidiaries to, permit officers and
designated representatives of any Agent or, if any Specified Default or any
Event of Default then exists, any Lender, to visit and inspect, under guidance
of officers of such Credit Agreement Party or such Subsidiary, any of the
properties of such Credit Agreement Party or such Subsidiary, and to examine the
books of account of such Credit Agreement Party or such Subsidiary and discuss
the affairs, finances and accounts of such Credit Agreement Party or such
Subsidiary with, and be advised as to the same by, its and their officers and
independent accountants, all upon reasonable prior notice and at such reasonable
times and intervals and to such reasonable extent as such Agent or such Lender
may reasonably request.

                  8.03 Insurance. (a) Each Credit Agreement Party will, and will
cause each of its Subsidiaries to, (i) maintain, with financially sound and
reputable insurance companies, insurance on all its property in at least such
amounts and against at least such risks as is consistent and in accordance with
industry practice and (ii) furnish to the Administrative Agent, upon request by
the Administrative Agent or any Lender, full information as to the insurance
carried. Such insurance shall in any event include physical damage insurance on
all real and personal property (whether now owned or hereafter acquired) on an
all risk basis and business interruption insurance.

                  (b)      Each Credit Agreement Party will, and will cause each
of its Subsidiaries to, at all times keep the respective property of such Credit
Agreement Party and its Subsidiaries insured in favor of the Collateral Agent,
and all policies or certificates with respect to such insurance (and any other
insurance maintained by, or on behalf of, any Credit Agreement Party or any of
its Subsidiaries) (i) shall be endorsed to the Collateral Agent's satisfaction
for the benefit of the Collateral Agent (including, without limitation, by
naming the Collateral Agent as certificate holder, mortgagee and loss payee with
respect to real property, certificate holder and loss payee with respect to
personal property, additional insured with respect to general liability and
umbrella liability coverage and certificate holder with respect to workers'
compensation insurance), (ii) shall state that such insurance policies shall not
be canceled or materially changed without at least 30 days' prior written notice
thereof by the respective insurer to the Collateral Agent and (iii) shall be
deposited with the Collateral Agent.

                  (c)      If any Credit Agreement Party or any of its
Subsidiaries shall fail to maintain all insurance in accordance with this
Section 8.03, or if any Credit Agreement Party or any of its Subsidiaries shall
fail to so name the Collateral Agent as an additional insured, mortgagee or loss
payee, as the case may be, or so deposit all certificates with respect thereto,
the Administrative Agent and/or the Collateral Agent shall have the right (but
shall be under no obligation), upon ten Business Days' notice to Holdings or the
U.S. Borrower, to procure such insurance, and the Credit Agreement Parties agree
jointly and severally to reimburse the Administrative Agent or the Collateral
Agent, as the case may be, for all costs and expenses of procuring such
insurance.

                  8.04 Payment of Taxes. Each Credit Agreement Party will pay
and discharge, and will cause each of its Subsidiaries to pay and discharge, all
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits, or upon any properties belonging to it, in each case on a
timely basis, and all lawful claims which, if unpaid,

                                     -115-

<PAGE>

might become a lien or charge upon any properties of the Credit Agreement
Parties or any of their Subsidiaries not otherwise permitted under Section
9.03(i); provided that no Credit Agreement Party or any of its Subsidiaries
shall be required to pay any such tax, assessment, charge, levy or claim which
is being contested in good faith and by proper proceedings if it has maintained
adequate reserves with respect thereto in accordance with U.S. GAAP.

                  8.05 Existence; Franchises. Each Credit Agreement Party will
do, and will cause each of its Subsidiaries to do, or cause to be done, all
things necessary to preserve and keep in full force and effect its existence and
its material rights, franchises, authorities to do business, licenses,
certifications, accreditations and patents; provided, however, that nothing in
this Section 8.05 shall prevent (i) sales of assets and other transactions by
Holdings or any of its Subsidiaries in accordance with Section 9.02, (ii) the
withdrawal by Holdings or any of its Subsidiaries of its qualification as a
foreign corporation, partnership or limited liability company, as the case may
be, in any jurisdiction where such withdrawal could not, either individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect or
(iii) the dissolution of the Excluded Domestic Subsidiary or any Excluded
Foreign Subsidiary and; provided further, that this Section 8.05 shall not apply
to any Foreign Credit Party organized under the laws of Bermuda.

                  8.06 Compliance with Statutes; etc. (a) Each Credit Agreement
Party will, and will cause each of its Subsidiaries to, comply with all
applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the
conduct of its business and the ownership of its property, except for such
noncompliances as, individually or in the aggregate, have not had, and could not
reasonably be expected to have, a Material Adverse Effect.

                  (b)      Within 5 Business Days after each Credit Agreement
Party is required by applicable law, statute, rule or regulation, such Credit
Agreement Party shall file (or cause to be filed) with the SEC all reports,
financial information and certifications required by applicable law, statute,
rule or regulation.

                  8.07 Compliance with Environmental Laws. (a) (i) Each Credit
Agreement Party will comply, and will cause each of its Subsidiaries to comply,
in all material respects with all Environmental Laws applicable to the ownership
or use of its Real Property and vessels now or hereafter owned, leased or
operated by such Credit Agreement Party or any of its Subsidiaries, will
promptly pay or cause to be paid all costs and expenses incurred in connection
with such compliance, and will keep or cause to be kept all such Real Property
and vessels free and clear of any Liens imposed pursuant to such Environmental
Laws and (ii) neither any Credit Agreement Party nor any of its Subsidiaries
will generate, use, treat, store, Release or dispose of, or permit the
generation, use, treatment, storage, Release or disposal of, Hazardous Materials
on any Real Property or vessels owned, leased or operated by such Credit
Agreement Party or any of its Subsidiaries, or transport or permit the
transportation of Hazardous Materials to or from any such Real Property, except
as required in the ordinary course of business of Holdings and its Subsidiaries
as conducted on the Effective Date and as allowed by (and in compliance with)
applicable law or regulation and except for any failures to comply with the
requirements specified in clause (i) or (ii) above, which, either individually
or in the aggregate, have not had, and could not reasonably be expected to have,
a Material Adverse Effect. If Holdings or any of

                                     -116-

<PAGE>

its Subsidiaries, or any tenant or occupant of any Real Property or vessel
owned, leased or operated by Holdings or any of its Subsidiaries, causes or
permits any intentional or unintentional act or omission resulting in the
presence or Release of any Hazardous Material (except in compliance with
applicable Environmental Laws), each Credit Agreement Party agrees to undertake,
and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at
their sole expense, any clean up, removal, remedial or other action required
pursuant to Environmental Laws to remove and clean up any Hazardous Materials
from any Real Property or vessel except where the failure to do so has not had,
and could not reasonably be expected to have, a Material Adverse Effect.

                  (b)      At the written request of the Administrative Agent or
the Required Lenders, which request shall specify in reasonable detail the basis
therefor (which may not simply be a desire for periodic review), at any time and
from time to time, the Credit Agreement Parties will provide, at their sole cost
and expense, an environmental site assessment report concerning any Real
Property now or hereafter owned, leased or operated by Holdings or any of its
Subsidiaries, prepared by an environmental consulting firm reasonably approved
by the Administrative Agent, addressing the matters which gave rise to such
request and estimating the potential costs of any removal, remedial or other
corrective action in connection with any such matter. If a Credit Agreement
Party fails to provide the same within 45 days after such request was made, the
Administrative Agent may order the same, and the Credit Agreement Parties shall
grant and hereby do grant, to the Administrative Agent and the Lenders and their
agents, access to such Real Property and specifically grant the Administrative
Agent and the Lenders and their agents an irrevocable non-exclusive license,
subject to the right of tenants, to undertake such an assessment, all at the
Credit Agreement Parties' joint and several expense.

                  8.08 ERISA. As soon as possible and, in any event, within
twenty (20) Business Days after Holdings, any Subsidiary of Holdings or any
ERISA Affiliate knows or has reason to know of the occurrence of any of the
following, Holdings will deliver to the Administrative Agent written notice of
the chief financial officer, vice president of human resources or other
Authorized Officer of the U.S. Borrower setting forth, to the extent known, and
in reasonable detail, such occurrence and the action, if any, that Holdings,
such Subsidiary or such ERISA Affiliate is required or proposes to take,
together with any notices required or proposed to be given to or filed by
Holdings, such Subsidiary, the Plan administrator or such ERISA Affiliate to or
with, the PBGC or any other governmental agency, or a Plan or Multiemployer Plan
participant, and any notices received by Holdings, such Subsidiary or ERISA
Affiliate from the PBGC or other governmental agency or a Plan or Multiemployer
Plan participant or the Plan administrator with respect thereto: that a
Reportable Event has occurred (except to the extent that Holdings has previously
delivered to the Administrative Agent a notice (if any) concerning such event
pursuant to the next clause hereof); that a contributing sponsor (as defined in
Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject
to the advance reporting requirement of PBGC Regulation Section 4043.61 (without
regard to subparagraph (b)(1) thereof), and an event described in subsection
..62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is
reasonably expected to occur with respect to such Plan within the following 30
days; that an accumulated funding deficiency, within the meaning of Section 412
of the Code or Section 302 of ERISA, has been incurred or an application may be
or has been made for a waiver or modification of the minimum funding standard
(including any required installment payments) or an extension of any
amortization period under Section 412 of the Code

                                     -117-

<PAGE>

or Section 303 or 304 of ERISA with respect to a Plan; that any contribution
required to be made with respect to a Plan or Multiemployer Plan or Foreign
Pension Plan has been made more than sixty (60) days late; that a Plan or
Multiemployer Plan has been or may be involuntarily terminated, reorganized,
partitioned or declared insolvent under Title IV of ERISA; that a Plan or
Multiemployer Plan has a material Unfunded Current Liability; that involuntary
proceedings may be or have been instituted to terminate or appoint a trustee to
administer a Plan which is subject to Title IV of ERISA; that an involuntary
proceeding has been instituted pursuant to Section 515 of ERISA to collect a
delinquent contribution to a Plan or Multiemployer Plan; that Holdings, any
Subsidiary of Holdings or any ERISA Affiliate will or may incur any material
liability (including any indirect, contingent, or secondary liability) to or on
account of the termination of or withdrawal from a Plan or Multiemployer Plan
under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan or Multiemployer Plan under Section 401(a)(29), 4971, 4975 or
4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA or with respect to
a group health plan (as defined in Section 607(1) of ERISA or Section
4980B(g)(2) of the Code) under Section 4980B of the Code; or that Holdings or
any Subsidiary of Holdings may incur any liability pursuant to any employee
welfare benefit plan (as defined in Section 3(1) of ERISA) that provides
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or any Plan or any Foreign Pension Plan in addition to
the liability that existed on the Initial Borrowing Date pursuant to any such
plan or plans by an amount that would be material to Holdings or any Subsidiary
of Holdings. To the extent that the financial statements set forth with
particularity a liability for which notice would otherwise be required to be
given hereunder, a separate notice thereof shall not be required hereunder. At
the request of the Administrative Agent, Holdings and the U.S. Borrower will
deliver to the Administrative Agent copies of any records, documents or other
information that must be furnished to the PBGC with respect to any Plan pursuant
to Section 4010 of ERISA. Holdings and the U.S. Borrower will also deliver upon
written request to the Administrative Agent a complete copy of the annual report
(on Internal Revenue Service Form 5500-series) of each Plan (including, to the
extent required, the related financial and actuarial statements and opinions and
other supporting statements, certifications, schedules and information) required
to be filed with the Internal Revenue Service. In addition to any notices
delivered to the Administrative Agent pursuant to the first sentence hereof,
copies of annual reports and any records, documents or other information
required to be furnished to the PBGC or any other government agency, and any
material notices received by Holdings, any Subsidiary of Holdings or any ERISA
Affiliate with respect to any Plan or Foreign Pension Plan or received from any
government agency or plan administrator or sponsor or trustee with respect to
any Multiemployer Plan, shall, upon request of the Administrative Agent, be
delivered to the Administrative Agent no later than twenty (20) Business Days
after the date of such request. Holdings and each of its applicable Subsidiaries
shall ensure that all Foreign Pension Plans administered by it or into which it
makes payments obtain or retain (as applicable) registered status under and as
required by applicable law and is administered in a timely manner in all
respects in compliance with all applicable laws except where the failure to do
any of the foregoing has not had, and could not reasonably be expected to have,
a Material Adverse Effect.

                  8.09 Good Repair. Each Credit Agreement Party will, and will
cause each of its Subsidiaries to, ensure that its material properties and
equipment required to be used in its business are kept in reasonably good
repair, working order and condition, ordinary wear and tear excepted, and that
from time to time there are made in such properties and equipment all needful

                                     -118-

<PAGE>

and proper repairs, renewals, replacements, extensions, additions, betterments
and improvements thereto, to the extent and in the manner useful or customary
for companies in similar businesses.

                  8.10 End of Fiscal Years; Fiscal Quarters. Each Credit
Agreement Party will cause (i) each of its, and each of its Subsidiaries',
fiscal years to end on the Saturday closest to December 31 of each calendar year
and (ii) each of its, and each of its Subsidiaries', fiscal quarters to end on
the last day of each period described in the definition of "Fiscal Quarter";
provided that Foreign Subsidiaries of Holdings (other than the Bermuda Borrower
and the Bermuda Partnership) shall not be required to maintain the fiscal year
and fiscal quarter ends described above if it is not practicable for such
Foreign Subsidiary to maintain same as a result of foreign statutes, rules or
law applicable to such Foreign Subsidiary.

                  8.11 Additional Security. Additional Guaranties; Actions with
Respect to Non-Guarantor Subsidiaries; Further Assurances. (a) Each Credit
Agreement Party will, and will cause its Subsidiaries which are Credit Agreement
Parties or Subsidiary Guarantors to, grant to the Collateral Agent security
interests and mortgages (each, an "Additional Mortgage") in: (i) such fee-owned
(or the equivalent) Real Property acquired by such Person after the Initial
Borrowing Date and having a value (for such purpose, using the initial purchase
price paid by such Person for such Real Property) in excess of $10,000,000 which
is not covered by the original Mortgages or Foreign Security Agreements, as
appropriate, and (ii) such Leasehold Properties to which a respective landlord
has granted its consent to the delivery of a Mortgage over such Leasehold
Properties (each such Real Property, an "Additional Mortgaged Property");
provided however that if the aggregate value of all Second-Tier Material Real
Properties (for such purpose, using the initial purchase price paid by such
Person for the respective Second-Tier Material Real Property) acquired by such
Persons after the Initial Borrowing Date which are not then covered by Mortgages
or Foreign Security Agreements, as appropriate, equals or exceeds $20,000,000,
each Credit Agreement Party and each Subsidiary Guarantor shall grant to the
Collateral Agent security interests and mortgages in all such Second-Tier
Material Real Properties owned by any such Person which are not then covered by
Mortgages or Foreign Security Agreements, as appropriate (and not just those
required to reduce the aggregate value of all Second-Tier Material Real
Properties (determined as provided above) at such time below $20,000,000). All
such Additional Mortgages shall be granted pursuant to documentation
substantially in the form of a relevant existing Mortgage or, in the case of
Additional Mortgaged Properties located in a jurisdiction outside the United
States, the relevant Foreign Security Agreement covering Real Property located
in such jurisdiction (if any) delivered to the Administrative Agent on the
Initial Borrowing Date or in such other form as is reasonably satisfactory to
the Administrative Agent and shall constitute valid and enforceable first
priority perfected Liens, superior to and prior to the rights of all third
Persons and subject to no other Liens (except as are permitted by Section 9.03),
in favor of the Collateral Agent (or such other trustee or sub-agent as may be
required or desired under local law). The Additional Mortgages or instruments
related thereto shall be duly recorded or filed in such manner and in such
places as are required by law to create, maintain, effect, perfect, preserve,
maintain and protect the Liens in favor of the Collateral Agent required to be
granted pursuant to the Additional Mortgages and all taxes, fees and other
charges payable in connection therewith shall be paid in full.

                                     -119-

<PAGE>

                  (b)      Each Credit Agreement Party will, and will cause each
of its Subsidiaries to, at its own expense, make, execute, endorse, acknowledge,
file and/or deliver to the Collateral Agent from time to time such vouchers,
invoices, schedules, confirmatory assignments, confirmatory conveyances,
financing statements, transfer endorsements, confirmatory powers of attorney,
certificates, reports and other assurances or confirmatory instruments and take
such further steps relating to the Collateral covered by any of the Security
Documents as the Collateral Agent may reasonably require pursuant to this
Section 8.11. Furthermore, each Credit Agreement Party will cause to be
delivered to the Collateral Agent such opinions of counsel and other related
documents as may be reasonably requested by the Collateral Agent to assure
itself that this Section 8.11 has been complied with.

                  (c)      Subject to the provisions of following clauses (g)
and (h), if (w) at any time any Domestic Subsidiary of Holdings is created,
established or acquired, such Subsidiary shall be required to execute and
deliver counterparts of the U.S. Subsidiaries Guaranty, the Intercompany
Subordination Agreement and such Security Documents as would have been entered
into by the respective Subsidiary if same had been a U.S. Subsidiary Guarantor
on the Initial Borrowing Date, and in each case shall take all action in
connection therewith as would otherwise have been required to be taken pursuant
to Section 5 if such Subsidiary had been a U.S. Subsidiary Guarantor on the
Initial Borrowing Date, (x) at any time any Subsidiary of Holdings organized
under the laws of any Qualified Non-U.S. Jurisdiction is created, established or
acquired, such Subsidiary shall be required to execute and deliver counterparts
of the Foreign Subsidiaries Guaranty, the Intercompany Subordination Agreement
and such Security Documents as would have been entered into by the respective
Subsidiary if same had been a Foreign Subsidiary Guarantor on the Initial
Borrowing Date (determined in accordance with the criteria described in Sections
5.15, 5.17 and 5.18(b)), and in each case shall take all action in connection
therewith as would otherwise have been required to be taken pursuant to Section
5 if such Subsidiary had been a Foreign Subsidiary Guarantor on the Initial
Borrowing Date, (y) at any time any Subsidiary of Holdings organized under the
laws of any Non-Qualified Jurisdiction in which a Foreign Subsidiary Guarantor
was organized on the Initial Borrowing Date is created, established or acquired,
such Subsidiary shall be required to execute and deliver counterparts of the
Foreign Subsidiaries Guaranty and, in each case, unless the Administrative Agent
otherwise agrees based on advice of local counsel, the Intercompany
Subordination Agreement and such Security Documents as would have been entered
into by the respective Subsidiary if same had been a Foreign Subsidiary
Guarantor organized under the laws of such Non-Qualified Jurisdiction on the
Initial Borrowing Date (determined in accordance with the criteria described in
Sections 5.15, 5.17 and 5.18(b)), and in each case shall take all action in
connection therewith as would otherwise have been required to be taken pursuant
to Section 5 if such Subsidiary had been a Foreign Subsidiary Guarantor
organized under the laws of such Non-Qualified Jurisdiction on the Initial
Borrowing Date and (z) if at any time after the Initial Borrowing Date any
jurisdiction is added to the list of Qualified Jurisdictions in accordance with
the definition thereof contained herein, then at the time of such designation
each Foreign Subsidiary of Holdings organized under the laws of such Qualified
Jurisdiction (with such exceptions as may be satisfactory to the Administrative
Agent or the Required Lenders) shall be required to become a Foreign Subsidiary
Guarantor and take all actions specified in preceding clause (x). Furthermore,
subject to the provisions of the following clause (h), the Administrative Agent
or the Required Lenders may at any time request that one or more Subsidiaries of
Holdings organized under the laws of one or more jurisdictions which are not
Qualified Jurisdictions

                                     -120-

<PAGE>

become Foreign Subsidiary Guarantors, in which case the Credit Agreement Parties
shall cause each such Subsidiary which has been specifically requested to become
a Foreign Subsidiary Guarantor to take all actions as are specified in clause
(x) of the immediately preceding sentence, provided that no Subsidiary of
Holdings shall be required to take such actions if, and to the extent that,
based upon written advice of local counsel reasonably satisfactory to the
Administrative Agent, Holdings and/or such Subsidiary concludes that the taking
of such actions would violate the laws of the jurisdiction in which the
respective Subsidiary is organized, provided further, that if steps (such as
limiting the amount guaranteed) can be taken so that such violation would not
exist, then if requested by the Administrative Agent or the Required Lenders,
the respective Subsidiary shall enter into a modified Foreign Subsidiaries
Guaranty which provides, to the maximum extent permissible under applicable law,
as many of the benefits as are provided pursuant to the Foreign Subsidiaries
Guaranty executed and delivered on the Initial Borrowing Date as is possible.

                  (d)      In addition to the requirements contained in the
Pledge Agreements, each Credit Agreement Party agrees to pledge and deliver, or
cause to be pledged and delivered, all of the Equity Interests owned by any
Credit Party of each new Unrestricted Subsidiary of Holdings established or
created (and each Subsidiary of Holdings which becomes an Unrestricted
Subsidiary) after the Initial Borrowing Date to the Collateral Agent for the
benefit of the Secured Creditors pursuant to the Pledge Agreements, provided
that, subject to the provisions of Section 8.12, in the case of any Foreign
Unrestricted Subsidiary that is a corporation (or treated as such for U.S. tax
purposes) which is owned by a U.S. Credit Party, not more than 65% of the total
outstanding voting Equity Interests of such Person shall be required to be
pledged in support of such U.S. Credit Party's obligations (x) as a Borrower
under the Credit Agreement (in the case of the U.S. Borrower) or (y) under its
Guaranty in respect of the Obligations of the U.S. Borrower (in the case of the
other U.S. Credit Parties).

                  (e)      Following any request by the Administrative Agent or
the Required Lenders, Holdings or any of its Subsidiaries, shall, to the maximum
extent permitted by applicable law (but subject to the proviso to preceding
clause (d), to the extent applicable), (x) grant security interests in such of
their Property (other than Excluded Collateral) as may be requested by the
Administrative Agent or the Required Lenders, as the case may be, in which
perfected security interests do not already exist pursuant to the Security
Documents theretofore executed and delivered and, in connection therewith, the
Credit Agreement Parties shall, or shall cause the relevant Subsidiaries of
Holdings to, execute and deliver counterparts of (and thereby become parties to)
the applicable Security Documents and/or Additional Security Documents, in each
case in form and substance reasonably satisfactory to the Administrative Agent
and/or (y) with respect to pledges of Equity Interests of, or promissory notes
issued by, Persons described in Section 13.20, take such action (including,
without limitation, the execution of Additional Security Documents, the making
of filings, etc.) under the local law of the Person whose Equity Interests or
promissory notes are pledged as may be requested in order to create, preserve,
protect or perfect security interests in such Equity Interests and/or promissory
notes.

                  (f)      The security interests required to be granted
pursuant to Sections 8.11(c), (d) and (e) shall be granted pursuant to the
respective Security Documents already executed and delivered by the Credit
Parties (or other security documentation substantially similar to such Security
Documents or otherwise reasonably satisfactory in form and substance to the
Collateral

                                     -121-

<PAGE>

Agent) and shall constitute valid and enforceable first priority perfected
security interests prior to the rights of all third Persons and subject to no
other Liens (other than Permitted Lines). The Credit Agreement Parties shall (or
shall cause their respective Subsidiaries), (i) at their own expense, to (x)
execute, acknowledge and deliver, or cause the execution, acknowledgment and
delivery of, and thereafter register, file or record in any appropriate
governmental office, any document or instrument reasonably deemed by the
Collateral Agent to be necessary or desirable for the creation, perfection,
maintenance, preservation and protection of the Liens on its assets intended to
be created pursuant to the relevant Security Documents and (y) take all other
actions reasonably requested by the Collateral Agent (including, without
limitation, the furnishing of legal opinions) in connection with the granting of
the security interests required pursuant to Sections 8.11(c), (d) and (e) and
(ii) pay in full all taxes, fees and other charges payable in connection with
the granting of the security interests required pursuant to Sections 8.11(c),
(d) and (e).

                  (g)      Each Credit Agreement Party agrees that each action
required above by Section 8.11(a) or (b) shall be completed as soon as possible,
but in no event later than 90 days (or, in the case of actions relating to
assets located outside the United States, such greater number of days (not to
exceed 120 days) as the Administrative Agent shall agree to in its sole and
absolute discretion in any given case) after such action is requested to be
taken by the Administrative Agent or the Required Lenders. Each Credit Agreement
Party further agrees that (x) each action required above by Section 8.11(c), (d)
and (f) with respect to a newly formed, created or acquired Subsidiary, or with
respect to any Subsidiary which is located in a jurisdiction newly-designated as
a Qualified Jurisdiction or which becomes an Unrestricted Subsidiary, shall be
completed contemporaneously with the formation, creation or acquisition of such
Subsidiary, the date of the addition of the respective jurisdiction to the list
of Qualified Jurisdictions or the date such Subsidiary becomes an Unrestricted
Subsidiary, as the case may be, (provided that, (x) in the case of a Shell
Corporation formed, created or established by the U.S. Borrower or any of its
Subsidiaries, such actions shall not be required to be taken (so long as same
remains a Shell Corporation) until 60 days after the formation, creation or
establishment of such Shell Corporation and (y) in the case of a newly-formed
Subsidiary organized in (i) a Qualified Non-U.S. Jurisdiction or (ii) a
Non-Qualified Jurisdiction in which an existing Foreign Subsidiary Guarantor is
organized, to defer the execution and delivery of Security Documents (but not
counterparts of the Foreign Subsidiaries Guaranty or the Intercompany
Subordination Agreement) if the gross book value of its assets (determined as of
the last day of the calendar month then last ended) is less than $10,000,000,
until (and only until) the aggregate gross book value of all newly-formed
Subsidiaries which have not executed Security Documents in reliance on this
proviso (determined as of the last day of the calendar month then last ended)
exceeds $20,000,000, at which time all such excluded Subsidiaries (and not just
those Subsidiaries required to reduce the aggregate gross book value of such
excluded Subsidiaries to below $20,000,000) shall execute the required Security
Documents) and (y) all actions required to be taken pursuant to the last
sentence of Section 8.11(c) and Section 8.11(e) shall be taken as promptly as
practicable, and in any event within 45 days, after Holdings or the U.S.
Borrower receives the respective request from the Administrative Agent or the
Required Lenders.

                  (h)      Notwithstanding anything to the contrary contained in
clauses (c) through (g) above, to the extent the taking of any action as
described above by a new Subsidiary acquired pursuant to a Permitted
Acquisition, which is subject to Permitted Acquired Debt which at such

                                     -122-

<PAGE>

time remains in existence as permitted by Section 9.04(vi), then to the extent
that the terms of the respective Permitted Acquired Debt prohibit the taking of
any actions which would otherwise be required of such Subsidiary by this Section
8.11, then the time for taking the respective actions (to the extent prohibited
by the terms of the respective Permitted Acquired Debt) shall be extended until
10 Business Days after the earlier of (i) the date of repayment of such
Permitted Acquired Debt and (ii) the first date on which the taking of such
actions would not violate the terms of the respective issue of Permitted
Acquired Debt. To the extent the terms of any Permitted Acquired Debt prohibits
the taking of actions otherwise required by this Section 8.11, upon the request
of the Administrative Agent or the Required Lenders, each Credit Agreement Party
shall, or shall cause the respective Subsidiaries of Holdings to, (x) prepay any
such Permitted Acquired Debt which is permitted to be prepaid and/or (y) use
reasonable efforts to obtain such consents or approvals as are needed so that
the taking of the actions otherwise specified in this Section 8.11 would not
violate the terms of the respective issue of Permitted Acquired Debt.
Furthermore, to the extent any Subsidiary which is not a Wholly-Owned Subsidiary
is acquired pursuant to a Permitted Acquisition (in accordance with the
limitations contained in the definition thereof) or as a result of Investments
made pursuant to Section 9.05(xiv), then for so long as such Subsidiary is not a
Wholly-Owned Subsidiary, to the extent Holdings in good faith determines that
the respective Subsidiary is not able, under applicable requirements of law
(whether because of fiduciary duties under applicable law or other requirements
of applicable law) to execute and deliver a Subsidiaries Guaranty or one or more
Security Documents, the respective such Subsidiary shall not be required to
become a Subsidiary Guarantor or execute and deliver such Security Documents as
otherwise required above.

                  (i)      Within 30 days following the request of the
Administrative Agent, the Collateral Agent or the Required Lenders, the Credit
Agreement Parties shall cause each Fee Capped Foreign Subsidiary Guarantor (to
the maximum extent permitted by applicable law) to (x) enter into such
amendments and/or modifications to the relevant Credit Documents to which such
Fee Capped Foreign Subsidiary Guarantor is a party to cause the guaranty amount
or the secured obligations thereunder, as applicable, to equal 110% of the fair
market value of the Property owned or held by such Fee Capped Foreign Subsidiary
Guarantor and (y) pay all registration, notorial and other fees, all taxes and
all other amounts as may be required in connection with the increase in amount
of the guaranty and/or the secured obligations under such Credit Documents.

                  (j)      In the event that the Administrative Agent or the
Required Lenders at any time after the Initial Borrowing Date determine in their
reasonable discretion (whether as a result of a position taken by an applicable
bank regulatory agency or official, or otherwise) that real estate appraisals
satisfying the requirements set forth in 12 C.F.R., Part 34-Subpart C, or any
successor or similar statute, role, regulation, guideline or order (any such
appraisal, a "Required Appraisal") are or were required to be obtained, or
should be obtained, in connection with any U.S. Mortgaged Property or U.S.
Mortgaged Properties, then, within 90 days after receiving written notice
thereof from the Administrative Agent or the Required Lenders, as the case may
be, Holdings shall cause such Required Appraisal to be delivered, at the expense
of Holdings, to the Administrative Agent, which Required Appraisal, and the
respective appraiser, shall be satisfactory to the Administrative Agent.

                                     -123-

<PAGE>

                  8.12 Foreign Subsidiaries Security. If following a change in
the relevant sections of the Code or the regulations, rules, rulings, notices or
other official pronouncements issued or promulgated thereunder, counsel for
Holdings reasonably acceptable to the Administrative Agent and the Required
Lenders does not within 30 days after a request from the Administrative Agent or
the Required Lenders deliver evidence, in form and substance reasonably
satisfactory to the Administrative Agent and the Required Lenders, that (i) a
pledge of 66-2/3% or more of the total combined voting power of all classes of
Equity Interests entitled to vote of any Foreign Unrestricted Subsidiary owned
by a U.S. Credit Party which has not already had all of its Equity Interests
pledged pursuant to the U.S. Pledge Agreement or a Local Law Pledge Agreement,
as applicable, to secure all of the Obligations (as defined in the respective
such Security Document), (ii) the entering into by a Foreign Subsidiary
Guarantor of a pledge agreement in substantially the form of the U.S. Pledge
Agreement, (iii) the entering into by a Foreign Subsidiary Guarantor of a
security agreement in substantially the form of the U.S. Security Agreement and
(iv) the entering into by a Foreign Subsidiary Guarantor of a guaranty in
substantially the form of the U.S. Subsidiaries Guaranty, in any such case would
cause the undistributed earnings of such Foreign Subsidiary as determined for
Federal income tax purposes to be treated as a deemed dividend to such Foreign
Subsidiary's United States parent or a deemed disposition of the shares of stock
of such Foreign Subsidiary for Federal income tax purposes, then (I) in the case
of a failure to deliver the evidence described in clause (i) above, that portion
of such Foreign Unrestricted Subsidiary's outstanding Equity Interests owned or
held by a U.S. Credit Party and not theretofore pledged pursuant to the U.S.
Pledge Agreement or a Local Law Pledge Agreement, as applicable, to secure all
of the Obligations (as defined in the respective such Security Document) shall
be pledged to the Collateral Agent for the benefit of the Secured Creditors
pursuant to the U.S. Pledge Agreement or the relevant Local Law Pledge Agreement
(or another pledge agreement in substantially similar form, if needed), (II) in
the case of a failure to deliver the evidence described in clause (ii) above,
such Foreign Subsidiary Guarantor shall execute and deliver the U.S. Pledge
Agreement (or another pledge agreement in substantially similar form, if
needed), granting to the Collateral Agent for the benefit of the Secured
Creditors a security interest in all of the capital stock, other Equity
Interests and promissory notes owned by such Foreign Subsidiary (other than
Excluded Collateral) and securing the Obligations of the U.S. Borrower under the
Credit Documents and under any Interest Rate Protection Agreement or Other
Hedging Agreement and, in the event the U.S. Subsidiaries Guaranty shall have
been executed by such Foreign Subsidiary Guarantor, the obligations of such
Foreign Subsidiary Guarantor thereunder, (III) in the case of a failure to
deliver the evidence described in clause (iii) above, such Foreign Subsidiary
Guarantor shall execute and deliver the U.S. Security Agreement (or another
security agreement in substantially similar form, if needed) granting to the
Collateral Agent for the benefit of the Secured Creditors a security interest in
all of such Foreign Subsidiary Guarantor's assets (other than the capital stock,
other Equity Interests and promissory notes owned by such Foreign Subsidiary and
such assets which constitute Excluded Collateral) and securing the obligations
of the U.S. Borrower under the Credit Documents and under any Interest Rate
Protection Agreement or Other Hedging Agreement and, in the event the U.S.
Subsidiaries Guaranty shall have been executed by such Foreign Subsidiary
Guarantor, the obligations of such Foreign Subsidiary Guarantor thereunder, and
(IV) in the case of a failure to deliver the evidence described in clause (iv)
above, such Foreign Subsidiary Guarantor shall execute and deliver the U.S.
Subsidiaries Guaranty (or another guaranty in substantially similar form, if
needed), guaranteeing the Obligations of the U.S. Borrower under the Credit
Documents and

                                     -124-

<PAGE>

under any Interest Rate Protection Agreement or Other Hedging Agreement, in each
case to the extent that the entering into of the U.S. Pledge Agreement, the U.S.
Security Agreement or the U.S. Subsidiaries Guaranty (or similar such agreement
or guaranty) is permitted by the laws of the respective foreign jurisdiction and
with all documents delivered pursuant to this Section 8.12 to be in form and
substance reasonably satisfactory to the Administrative Agent and/or the
Required Lenders. Notwithstanding anything to the contrary contained in this
Section 8.12, no Foreign Subsidiary shall be required to comply with the
provisions of this Section 8.12 if the tax advisors for Holdings or such
Subsidiary determine that there is a reasonable likelihood that such Foreign
Subsidiary is, or has ever been, a passive foreign investment company within the
meaning of Section 1297 of the Code.

                  8.13 Use of Proceeds. Holdings will, and will cause each of
its Subsidiaries to, use the proceeds of the Loans for the purposes specified in
Section 7.05. No Credit Agreement Party will, nor will it permit any of its
Subsidiaries to, use any of the proceeds of the Loans, any Letter of Credit or
any Bank Guaranty to finance the acquisition of any Person that has not been
approved and recommended by the board of directors (or functional equivalent
thereof) or the requisite shareholders of such Person.

                  8.14 Ownership of Subsidiaries. (a) Notwithstanding anything
to the contrary contained in this Agreement, (x) Holdings shall at all times own
directly 100% of the capital stock of the U.S. Borrower (other than Qualified
Preferred Stock of the U.S. Borrower issued in accordance with the requirements
of Section 9.15(d) and held by a Section 461(f) Trust), (y) the U.S. Borrower
shall at all times own directly or indirectly 100% of the capital stock of the
Bermuda Borrower and (z) subject to the proviso to the first sentence of Section
8.19(a), Holdings shall at all times own directly or indirectly (through one or
more Wholly-Owned Domestic Subsidiaries (as opposed to through Foreign
Subsidiaries)) all of the capital stock or other Equity Interests (to the extent
owned by Holdings or any of its Subsidiaries) of each Domestic Subsidiary of
Holdings.

                  (b)      Holdings shall at all times own, directly or
indirectly, 100% of the capital stock or other Equity Interests of its
Subsidiaries (except to the extent (u) with respect to the U.S. Borrower, shares
of Qualified Preferred Stock of the U.S. Borrower are issued and contributed to
a Section 461(f) Trust in accordance with the requirements of this Agreement,
(v) with respect to Foreign Subsidiaries, directors' qualifying shares and other
nominal amounts of shares required by applicable law to be held by Persons
(other than directors) are issued from time to time (so long as the respective
Subsidiary continues to constitute a Wholly-Owned Subsidiary of Holdings), (w)
100% of the capital stock or other Equity Interests of any such Subsidiary are
sold, transferred or otherwise disposed of pursuant to a transaction permitted
by Section 9.02, (x) less than 100% of the capital stock or other Equity
Interests are acquired in the respective Subsidiary pursuant to a Permitted
Acquisition which meets the criteria specified in the definition of Permitted
Acquisition contained herein, (y) such capital stock or other Equity Interests
are acquired pursuant to an Investment permitted by Sections 9.05(xvi) and (xx)
or (z) set forth on Schedule VII).

                  8.15 Permitted Acquisitions. (a) Subject to the provisions of
this Section 8.15 and the requirements contained in the definition of Permitted
Acquisition, the U.S. Borrower and any of its Wholly-Owned Subsidiaries may from
time to time effect Permitted Acquisitions, so

                                     -125-

<PAGE>

long as (in each case except to the extent the Required Lenders otherwise
specifically agree in writing in the case of a specific Permitted Acquisition):
(i) no Default or Event of Default shall be in existence at the time of the
consummation of the proposed Permitted Acquisition or immediately after giving
effect thereto; (ii) the U.S. Borrower shall have given the Administrative Agent
(on behalf of the Lenders) at least 10 Business Days' prior written notice of
the proposed Permitted Acquisition; (iii) calculations are made by the U.S.
Borrower of compliance with the covenants contained in Sections 9.08, 9.09,
9.10, 9.11 and 9.13 for the respective Calculation Period on a Pro Forma Basis
as if the respective Permitted Acquisition (as well as all other Permitted
Acquisitions and Significant Asset Sales theretofore consummated after the first
day of such Calculation Period) had occurred on the first day of such
Calculation Period, and such calculations shall show that such financial
covenants would have been complied with if the Permitted Acquisition had
occurred on the first day of such Calculation Period (for this purpose, if the
first day of the respective Calculation Period occurs prior to the Initial
Borrowing Date, calculated as if the covenants contained in said Sections 9.08,
9.09, 9.10, 9.11 and 9.13 had been applicable from the first day of the
Calculation Period), (iv) based on good faith projections prepared by the U.S.
Borrower for the period from the date of the consummation of the respective
Permitted Acquisition to the date which is one year thereafter, the level of
financial performance measured by the financial covenants set forth in Sections
9.08, 9.09, 9.10, 9.11 and 9.13 shall be better than or equal to such level as
would be required to provide that no Event of Default would exist under the
financial covenants contained in such Sections 9.08, 9.09, 9.10, 9.11 and 9.13
as compliance with such financial covenants would be required through the date
which is one year from the date of the consummation of the respective Permitted
Acquisition; (v) all representations and warranties contained herein and in the
other Credit Documents shall be true and correct in all material respects with
the same effect as though such representations and warranties had been made on
and as of the date of such Permitted Acquisition (both before and after giving
effect thereto), unless stated to relate to a specific earlier date, in which
case such representations and warranties shall be true and correct in all
material respects as of such earlier date; (vi) the U.S. Borrower provides to
the Administrative Agent (on behalf of the Lenders) as soon as available but not
later than 5 Business Days after the execution thereof, a copy of any executed
purchase agreement or similar agreement with respect to such Permitted
Acquisition; (vii) the Maximum Permitted Consideration payable in connection
with the proposed Permitted Acquisition (for such purpose, treating any related
Permitted Acquisitions theretofore effected as a single Permitted Acquisition)
does not exceed $100,000,000; provided that on the date of delivery to the
Administrative Agent (on behalf of the Lenders) by the U.S. Borrower of an
officer's certificate in connection with a proposed Permitted Acquisition
(together with related calculations) showing compliance with a Leverage Ratio of
3.75:1.0 or less at such time, determined on a Pro Forma Basis as if the
respective Permitted Acquisition (as well as all other Permitted Acquisitions
and Significant Asset Sales theretofore consummated after the first day of the
Calculation Period then last ended) had occurred on the first day of such
Calculation Period, the $100,000,000 basket amount set forth above in this
clause (vii) shall be increased to $150,000,000; (viii) after giving effect to
such Permitted Acquisition and the payment of all post-closing purchase price
adjustments required (in the good faith determination of Holdings) in connection
with such Permitted Acquisition (and all other Permitted Acquisitions for which
such purchase price adjustments may be required to be made) and all capital
expenditures (and the financing thereof) reasonably anticipated by Holdings to
be made in the business acquired pursuant to such Permitted Acquisition within
the 180-day period

                                     -126-

<PAGE>

(such period for any Permitted Acquisition, a "Post-Closing Period") following
such Permitted Acquisition (and in the businesses acquired pursuant to all other
Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing
Period of such Permitted Acquisition), the Total Unutilized Revolving Loan
Commitment shall equal or exceed $75,000,000; (ix) such proposed Permitted
Acquisition shall be effected in accordance with the relevant requirements of
Section 8.19; (x) the U.S. Borrower determines in good faith that Holdings and
its Subsidiaries taken as a whole are not likely to assume or become liable for
material increased contingent liabilities as a result of such proposed Permitted
Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant
to Section 9.04 in connection therewith); (xi) substantially all of the Acquired
Entity or Business acquired pursuant to the respective Permitted Acquisition is
in a Qualified Jurisdiction (for such purpose, treating as "Qualified
Jurisdictions" the jurisdictions of organization of Fee Capped Foreign
Subsidiary Guarantors deemed to be "Qualified Non-U.S. Obligors" pursuant to
clause (i) of the proviso appearing in the definition of "Qualified Non-U.S.
Obligors"), provided, however, the respective proposed Permitted Acquisition
shall not be required to meet the requirements set forth above in this clause
(xi) if the Maximum Permitted Consideration payable in connection with such
Permitted Acquisition, when aggregated with the Maximum Permitted Consideration
payable in connection with all other Permitted Acquisitions consummated after
the Effective Date in which all or substantially all of the Acquired Entity or
Business so acquired were not in Qualified Jurisdictions, does not exceed
$300,000,000; and (xii) the U.S. Borrower shall have delivered to the
Administrative Agent on the date of the consummation of such proposed Permitted
Acquisition, an officer's certificate executed by an Authorized Officer of the
U.S. Borrower, certifying to the best of his knowledge, compliance with the
requirements of preceding clauses (i) through (v), inclusive, and clauses (vii)
through (xi), inclusive, and containing the calculations required by the
preceding clauses (iii), (iv), (vi), (vii), (viii) and (xi).

                  (b)      At the time of each Permitted Acquisition involving
the creation or acquisition of an Unrestricted Subsidiary, or the acquisition of
capital stock or other Equity Interests of any Person (other than a Restricted
Subsidiary of the U.S. Borrower), all capital stock or other Equity Interests
thereof created or acquired in connection with such Permitted Acquisition shall
be pledged for the benefit of the Secured Creditors as, and to the extent
required by, Section 8.11 and the relevant Security Documents.

                  (c)      Each Credit Agreement Party shall cause each
Subsidiary that is formed to effect, or is acquired pursuant to, a Permitted
Acquisition to comply with, and to execute and deliver, all of the documentation
required by, Sections 8.11 and 9.17, to the satisfaction of the Administrative
Agent.

                  (d)      The consummation of each Permitted Acquisition shall
be deemed to be a representation and warranty by each Credit Agreement Party
that the certifications by each Credit Agreement Party (or by one or more of its
respective Authorized Officers) pursuant to Section 8.15 are true and correct
and that all conditions thereto have been satisfied and that same is permitted
in accordance with the terms of this Agreement, which representation and
warranty shall be deemed to be a representation and warranty for all purposes
hereunder, including, without limitation, Sections 6 and 10.

                                     -127-

<PAGE>

                  8.16 Maintenance of Company Separateness. Each Credit
Agreement Party will, and will cause each of its Subsidiaries to, satisfy
customary Company formalities, including the holding of regular board of
directors' and shareholders' meetings or action by directors or shareholders
without a meeting and the maintenance of Company records. Neither Holdings nor
any other Credit Party shall make any payment to a creditor of any Non-Guarantor
Subsidiary in respect of any liability of any Non-Guarantor Subsidiary, and no
bank account of any Non-Guarantor Subsidiary shall be commingled with any bank
account of Holdings or any other Credit Party. Any financial statements
distributed to any creditors of any Non-Guarantor Subsidiary shall clearly
establish or indicate the corporate separateness of such Non-Guarantor
Subsidiary from Holdings and its other Subsidiaries. Finally, neither Holdings
nor any of its Subsidiaries shall take any action, or conduct its affairs in a
manner, which is likely to result in the Company existence of any Credit
Agreement Party, any other Credit Party or any Non-Guarantor Subsidiaries being
ignored, or in the assets and liabilities of Holdings or any other Credit Party
being substantively consolidated with those of any other such Person or any
Non-Guarantor Subsidiary in a bankruptcy, reorganization or other insolvency
proceeding; provided, that no Foreign Credit Party organized under the laws of
Bermuda shall be bound by the provisions of the last sentence of this Section
8.16.

                  8.17 [Intentionally deleted].

                  8.18 Performance of Obligations. Each Credit Agreement Party
will, and will cause each of its Subsidiaries to, perform all of its obligations
under the terms of each mortgage, deed of trust, indenture, loan agreement or
credit agreement and each other material agreement, contract or instrument by
which it is bound, except such non-performances as, individually or in the
aggregate, have not caused, and could not reasonably be expected to cause, a
Default or Event of Default hereunder or a Material Adverse Effect.

                  8.19 Conduct of Business. (a) The Credit Agreement Parties
shall take all actions so that, at all times from and after the Initial
Borrowing Date, all the assets of Holdings and its Subsidiaries located within
the United States, all Equity Interests in all Domestic Subsidiaries or other
U.S. Persons and all or substantially all of the business of Holdings and its
Subsidiaries conducted in the United States, are, in each case, owned or
conducted, as the case may be, by Holdings and one or more Qualified U.S.
Obligors which are not direct or indirect Subsidiaries of any Subsidiary of
Holdings which is a Foreign Subsidiary, provided that if a Foreign Subsidiary
(not itself created or established in contemplation of a Permitted Acquisition)
is acquired pursuant to a Permitted Acquisition which Foreign Subsidiary has
(either directly or through one or more Domestic Subsidiaries) assets or
operations in the United States, Holdings shall have a reasonable period of time
(not to exceed 60 days) to effect the transfer of U.S. assets and operations
(including all Equity Interests in any Domestic Subsidiaries or other U.S.
Persons held by it) of the respective Foreign Subsidiary to one or more
Qualified U.S. Obligors, provided further, that the respective transfer shall
not be required to be made if Holdings in good faith determines that such
transfer would give rise to adverse tax consequences to Holdings and its
Subsidiaries or would give rise to any material breach or violation of law or
contract (in which case, Holdings and its Subsidiaries shall transfer such
assets and operations at such time, if any, as such adverse tax consequences or
breach or violation would not exist and, until such time, shall use good faith
efforts so that any growth in the assets or operations of the entity so

                                     -128-
<PAGE>

acquired, to the extent located in the United States, are made within one or
more Qualified U.S. Obligors).

                  (b)      In addition to the foregoing requirements, the Credit
Agreement Parties shall take all actions so that, at all times from and after
the Initial Borrowing Date, all the assets of Holdings' Subsidiaries located
within all Qualified Non-U.S. Jurisdictions, all Equity Interests in all Persons
organized under any Qualified Non-U.S. Jurisdiction and all or substantially all
of the business of Holdings' Subsidiaries conducted in all Qualified Non-U.S.
Jurisdictions, are, in each case, owned or conducted, as the case may be, by one
or more Qualified Non-U.S. Obligors which are not direct or indirect
Subsidiaries of any Subsidiary of Holdings other than Qualified Obligors,
provided that if a Subsidiary of Holdings organized under the laws of a
jurisdiction other than any Qualified Non-U.S. Jurisdiction (not itself created
or established in contemplation of the respective Permitted Acquisition) is
acquired pursuant to a Permitted Acquisition which Subsidiary has (either
directly or through one or more Subsidiaries) assets or operations outside
Qualified Non-U.S. Jurisdictions, Holdings shall have a reasonable period of
time (not to exceed 60 days) to effect the transfer of all assets and operations
outside Qualified Non-U.S. Jurisdictions (including all Equity Interests in any
Persons held by it which are organized under the laws of one or more Qualified
Non-U.S. Jurisdiction) of the respective Subsidiary to one or more Qualified
Non-U.S. Obligors which are not themselves direct or indirect Subsidiaries of
any Subsidiary of Holdings other than Qualified Obligors, provided further, that
the respective transfer shall not be required to be made if Holdings in good
faith determines that such transfer would give rise to adverse tax consequences
to Holdings and its Subsidiaries or would give rise to any material breach or
violation of law or contract (in which case, Holdings and its Subsidiaries shall
transfer such assets and operations at such time, if any, as such adverse tax
consequences or breach or violation would not exist, and until such time shall
use good faith efforts so that any growth in the assets or operations of the
entity so acquired, to the extent located in the Qualified Non-U.S.
Jurisdictions, are made within one or more Qualified Non-U.S. Obligors which are
not themselves direct or indirect Subsidiaries of any Subsidiary of Holdings
other than Qualified Obligors). Notwithstanding the foregoing provisions of this
Section 8.19(b), the ownership of the Bermuda Partnership (a Subsidiary which is
not a Qualified Non-U.S. Obligor) of Equity Interests of Qualified Non-U.S.
Obligors shall not be taken account of for purposes of determining compliance
with this Section 8.19(b), so long as the Credit Agreement Parties and their
respective Foreign Subsidiaries are at all times in compliance with Section
8.19(c) below.

                  (c)      The Credit Agreement Parties shall take all actions
so that all Foreign Subsidiaries that are not Qualified Non-U.S. Obligors are
directly or indirectly owned by one or more Qualified Non-U.S. Obligors (or, in
the case of the Bermuda Partnership, is owned by the Bermuda Partnership
Partners).

                  (d)      For the avoidance of doubt, it is understood and
agreed that the foregoing provisions of this Section 8.19 shall not prohibit the
acquisition of, or Investments in, Non-Wholly-Owned Subsidiaries as contemplated
by Section 9.17(b), provided that the Equity Interest owned by Holdings or any
of its Subsidiaries in such Non-Wholly-Owned Subsidiaries, to the extent
organized under the laws of any Qualified Jurisdiction, shall be subject to the
requirements of preceding clauses (a), (b) and (c).

                                     -129-
<PAGE>

                  8.20 Contributions; Payments. (a) Holdings will contribute as
an equity contribution to the capital of the U.S. Borrower upon its receipt
thereof, any cash proceeds (net of reasonable costs associated with such sale or
issuance) received by Holdings from any sale or issuance of its Equity Interests
or any cash capital contributions received by Holdings.

                  (b)      The U.S. Borrower will use the proceeds of all equity
contributions received by it from Holdings as provided in clause (a) above to
repay Loans as, and to the extent required by, Section 4.02 and/or to cause a
portion thereof to be made available to the Bermuda Borrower (by way of
Investment) for the purpose of repaying Loans as, and to the extent required by,
Section 4.02.

                  (c)      The Bermuda Borrower will use proceeds of all
Investments received by it from the U.S. Borrower (directly or indirectly
through other Subsidiaries of Holdings) as contemplated by Section 8.20(b) to
repay Loans as, and to the extent required by, Section 4.02.

                  8.21 Post-Closing Refinancing. Within 60 days following the
Initial Borrowing Date, Holdings and the U.S. Borrower shall have consummated
the Post-Closing Refinancing in accordance with the relevant Existing Senior
Notes Indentures, the Refinancing Documents therefor and all applicable laws.

                  8.22 [Intentionally deleted].

                  8.23 Margin Stock. Each Credit Agreement Party shall take all
actions so that at all times the aggregate value of all Margin Stock (other than
treasury stock) owned by Holdings and its Subsidiaries (for such purpose, using
the initial purchase price paid by Holdings or such Subsidiary for the
respective shares of Margin Stock) shall not exceed $10,000,000. So long as the
aggregate value of Margin Stock (other than treasury stock) owned by Holdings
and its Subsidiaries (determined as provided in the preceding sentence) does not
exceed $10,000,000, all Margin Stock at any time owned by Holdings and its
Subsidiaries shall not constitute Collateral and no security interest shall be
granted therein pursuant to any Credit Document. Without excusing any violation
of the first sentence of this Section 8.23, if at any time the aggregate value
of all Margin Stock (other than treasury stock) owned by Holdings and its
Subsidiaries (determined as provided in the first sentence of this Section 8.23)
exceeds $10,000,000, then (x) all Margin Stock owned by the Credit Parties
(except to the extent constituting Excluded Collateral) shall be pledged, and
delivered for pledge, pursuant to the relevant Security Documents and (y) the
U.S. Borrower shall execute and deliver to the Lenders appropriate completed
forms (including, without limitation, Forms G-3 and U-1, as appropriate)
establishing compliance with the Margin Regulations. If at any time any Margin
Stock is required to be pledged as a result of the provisions of the immediately
preceding sentence, repayments of outstanding Obligations shall be required to
be made, and subsequent Credit Events shall only be permitted, in compliance
with the applicable provisions of the Margin Regulations.

                  8.24     Special Provisions Regarding Special Colombian Put
Notes. (a) Within 60 days following the Initial Borrowing Date, the Collateral
Agent shall be entitled to demand from the Bermuda Borrower, by means of written
notice, the execution of one or more "mirror" promissory notes substantially in
the form of Exhibit N (the "Special Colombian Put Notes") in an aggregate
principal amount equal to the guaranty obligations of the Columbian Subsidiary

                                     -130-
<PAGE>

Guarantors pursuant to the Foreign Subsidiaries Guaranty, each of which Special
Colombian Put Notes shall be delivered to the Collateral Agent.

                  (b)      Upon the execution of any Special Colombian Put Note,
the Bermuda Borrower, the Administrative Agent, the Collateral Agent and the
Colombian Subsidiary Guarantors shall execute an agreement, in form and
substance acceptable to the Collateral Agent (the "Special Colombian Put Note
Agreement"), pursuant to which the Collateral Agent and/or the Administrative
Agent shall have the right to demand that the Colombian Subsidiary Guarantors
purchase (on a joint and several basis) any and all Special Colombian Put Notes
at par (plus accrued interest) and in U.S. Dollars.

                  (c)      Upon execution of the Special Colombian Put Note
Agreement, together with any and all amendments reasonably requested by the
Collateral Agent to the Foreign Subsidiaries Guaranty and the Foreign Security
Documents to which the Columbian Subsidiary Guarantors are a party, (i) the
Colombian Subsidiary Guarantors shall be released from the Foreign Subsidiaries
Guaranty and the Colombian Subsidiary Guarantors' obligations under the Foreign
Subsidiaries Guaranty shall be superseded by the Special Colombian Put Note
Agreement and (ii) the joint and several obligations of the Colombian Subsidiary
Guarantors under the Special Colombian Put Note Agreement shall be secured on
the same basis as the obligations of the Colombian Subsidiary Guarantors under
the Foreign Subsidiaries Guaranty were formerly so secured.

                  (d)      The Bermuda Borrower shall cause the Colombian
Subsidiary Guarantors to execute the required amendment(s) described above,
which amendments shall be in full force and effect on the date of execution of
the Special Colombian Put Note Agreement.

                  8.25 U.S. Mortgage Amendments; Foreign Security Document
Amendments. (a) Within 60 days following the Third Amendment Effective Date
(unless otherwise agreed by the Collateral Agent), the U.S. Borrower shall have
delivered to the Collateral Agent, or caused to be delivered to the Collateral
Agent, fully executed counterparts of amendments (the "U.S. Mortgage
Amendments"), in form and substance satisfactory to the Administrative Agent, to
each of the Mortgages covering a U.S. Mortgaged Property, together with evidence
that counterparts of each of the Mortgage Amendments have been delivered to the
title company insuring the Lien on the Mortgages for recording in all places to
the extent necessary or desirable, in the judgment of the Collateral Agent,
effectively to maintain a valid and enforceable first priority mortgage lien on
the U.S. Mortgaged Properties in favor of the Collateral Agent for the benefit
of the Secured Creditors securing all of the Obligations (including the
Additional Tranche C Term Loans and the maximum amount of Incremental Term Loans
which may be incurred).

                  (b)      Unless otherwise agreed by the Collateral Agent, the
U.S. Borrower shall duly authorize, execute and deliver to the Collateral Agent,
or cause to be duly authorized, executed and delivered to the Collateral Agent,
fully executed counterparts of amendments to the Foreign Security Documents
listed on Schedule XXI hereto within 60 days following each date set forth
opposite such Foreign Security Document on Schedule XXI hereto, each of which
Foreign Security Document amendments shall (i) be sufficient to maintain a valid
and enforceable first priority lien on the Collateral covered by such Foreign
Security Document in

                                     -131-
<PAGE>

favor of the Collateral Agent for the benefit of the Secured Creditors securing
all of the relevant Obligations (including any incremental Obligations resulting
from the provision of Additional Tranche C Term Loans and Incremental Loan
Commitments to the Bermuda Borrower), (ii) be in full force and effect (and, if
applicable, properly recorded) no later than the date of required execution and
delivery of such amendment as provided above and (iii) otherwise be in form and
substance satisfactory to the Administrative Agent. In addition, (x) if any
additional Foreign Security Document is entered into by Holdings or any of its
Subsidiaries after the Third Amendment Effective (whether or not governed by the
law of a jurisdiction set forth on Schedule XXI) or (y) any change in applicable
law governing any Foreign Security Document relevant to the scope of the
Obligations covered by such Foreign Security Document or the Secured Creditors
entitled to the benefits of such Foreign Security Document occurs after the
Third Amendment Effective Date and, in any such case, the Collateral Agent
(based on the advice of local counsel) has determined that amendments to the
respective Foreign Security Document are required to maintain a valid and
enforceable first priority lien on the Collateral covered by such Foreign
Security Document in favor of the Collateral Agent for the benefit of all of the
Secured Creditors securing all of the relevant Obligations (i.e., all Additional
Tranche C Term Loans and, after a given Incremental Loan Commitment Date, all
related incremental Obligations resulting from the provision of the respective
Incremental Loan Commitments to the Bermuda Borrower), then, within 60 days
following the request of the Collateral Agent or the Administrative Agent, the
U.S. Borrower shall duly authorize, execute and deliver to the Collateral Agent,
or cause to be duly authorized, executed and delivered to the Collateral Agent,
a fully executed counterpart of an amendment to such Foreign Security Document,
which amendment shall (i) be in full force and effect (and, if applicable,
properly recorded) no later than the date of required execution and delivery of
such amendment as provided above and (ii) otherwise be in form and substance
satisfactory to the Administrative Agent.

                  SECTION 9. Negative Covenants. Each Credit Agreement Party
hereby covenants and agrees that as of the Effective Date and thereafter for so
long as this Agreement is in effect and until the Total Commitment has
terminated, no Letters of Credit, Bank Guaranties or Notes are outstanding and
the Loans, together with interest, Fees and all other Obligations (other than
any indemnities described in Section 13.13 which are not then due and payable)
incurred hereunder, are paid in full:

                  9.01 Changes in Business; etc. (a) Holdings and its
Subsidiaries will not engage in any business other than a Permitted Business.

                  (b)      Notwithstanding the foregoing, Holdings will not
engage in any business and will not own any significant assets (other than its
ownership of the capital stock of the U.S. Borrower) or have any liabilities
(other than those liabilities for which it is responsible under this Agreement,
the Documents to which it is a party and any Shareholder Subordinated Note);
provided that Holdings may (i) issue Shareholder Subordinated Notes, shares of
Holdings Common Stock and options and warrants to purchase Holdings Common
Stock, (ii) engage in those activities associated with expenses paid with
Dividends made by the U.S. Borrower pursuant to Section 9.06(iv) and (iii)
engage in those activities that are incidental to (x) the maintenance of its
corporate existence in compliance with applicable law, (y) legal, tax and
accounting matters in connection with any of the foregoing activities and (z)
the entering into, and performing its obligations under, this Agreement and the
other Documents to which it is a party.

                                     -132-
<PAGE>

                  (c)      Notwithstanding the foregoing, the Bermuda
Partnership will not engage in any business and will not own any significant
assets or any cash or Cash Equivalents (other than its ownership of Equity
Interests of Qualified Non-U.S. Obligors) or have any material liabilities
(other than those liabilities for which it is responsible under the Credit
Documents to which it is a party), provided that the Bermuda Partnership may (I)
provide treasury, accounting, logistic and other administrative support services
to its Affiliates on an arms' length basis and hold and retain cash earned in
connection with the provision of such services, (II) receive and hold additional
cash and Cash Equivalents from its Subsidiaries and/or its Affiliates, so long
as same are promptly (and in any event within one Business Day of receipt
thereof) loaned, distributed and/or contributed, subject to Section 9.01(d), to
its Subsidiaries and/or Affiliates in accordance with the requirements of
Section 9.05 of this Agreement, and (III) engage in those activities that (i)
are incidental to (x) the maintenance of its Company existence in compliance
with applicable law, (y) legal, tax and accounting matters in connection with
any of the foregoing activities and (z) the entering into, and performing its
obligations under, the Credit Documents to which it is a party and (ii) are
otherwise expressly permitted by this Agreement (other than pursuant to
preceding Section 9.01(a)) and the other Credit Documents.

                  (d)      Notwithstanding anything to the contrary contained
above or elsewhere in this Agreement (including, without limitation, Sections
9.02 and 9.05):

                  (i)      the Bermuda Partnership Partners shall not
         collectively own or hold (x) Property with a Fair Market Value in
         excess of $30,000,000 at any time or (y) cash or Cash Equivalents in an
         aggregate in excess of $10,000,000; provided that (v) all assets owned
         by the Bermuda Partnership Partners on the Third Amendment Effective
         Date (which assets shall have a net book value on the Third Amendment
         Effective Date not to exceed $20,000,000) shall be excluded for
         purposes of such determination, (w) any cash and Cash Equivalents
         loaned and/or contributed to such Persons by Affiliates of such Persons
         shall be excluded for purposes of such determination, so long as same
         are promptly (and in any event within one Business Day) loaned and/or
         distributed to other Affiliates of such Persons (other than another
         Bermuda Partnership Partner) in accordance with the requirements of
         this Agreement, (x) any inventory owned by the Bermuda Partnership
         Partners shall be excluded for purposes of such determination, (y) any
         Equity Interests in the Bermuda Partnership which are held by the
         Bermuda Partnership Partners shall be excluded for purposes of such
         determination and (z) any intercompany receivable owed to a Bermuda
         Partnership Partner by Dole Settlement Company shall be excluded for
         purposes of such determination, so long as (I) both Dole Settlement
         Company (as obligor) and the respective Bermuda Partnership Partner (as
         obligee) are parties to the Intercompany Subordination Agreement and
         (II) such intercompany receivable is at all times subject to the
         subordination provisions contained in the Intercompany Subordination
         Agreement;

                  (ii)     no Bermuda Partnership Partner shall merge,
         consolidate with or be liquidated or dissolved into any other Person,
         provided, however, that any Bermuda Partnership Partner may merge or
         consolidate with or into any other Wholly-Owned Domestic Subsidiary of
         the U.S. Borrower formed for the sole purpose of reincorporating such
         Bermuda Partnership Partner in a different jurisdiction, so long as the
         surviving entity of such merger or consolidation remains a "Bermuda
         Partnership Partner" for all

                                     -133-
<PAGE>

         purposes of this Agreement and the other Credit Documents (subject to
         and bound by all terms and covenants herein and therein applicable to a
         "Bermuda Partnership Partner");

                  (iii)    no Bermuda Partnership Partner shall engage in any
         business other than a business which is the same or reasonably related
         to the business in which such Bermuda Partnership Partner is engaged on
         the Effective Date;

                  (iv)     no later than one Business Day following the date
         upon which any Bermuda Partnership Partner receives or generates an
         Account (as defined in the U.S. Security Agreement), such Account shall
         be sold on a non-recourse basis to Dole Settlement Company (at a
         discount of 2%) in exchange for a note payable (which shall at all
         times be subject to the subordination provisions contained in the
         Intercompany Subordination Agreement) and/or the assumption of a
         payable or payables owing by such Bermuda Partnership Partner to its
         relevant Subsidiary which sells fruit, inventory or other Property, or
         provides shipping services, to such Bermuda Partnership Partner (which
         assumed liabilities shall also be subject to the subordination
         provisions contained in the Intercompany Subordination Agreement); and

                  (v)      upon the occurrence and during the continuance of any
         Specified Default or any Event of Default under Section 10.01 or 10.05,
         unless otherwise directed by the Administrative Agent or the Required
         Lenders, (x) neither the U.S. Borrower nor any of its Subsidiaries
         shall sell fruit, inventory or other Property to, or contract to
         perform shipping services for, any Bermuda Partnership Partner, (y) the
         U.S. Borrower and its Subsidiaries shall sell to Dole Settlement
         Company fruit, inventory and other Property formerly sold to, and shall
         contract with Dole Settlement Company to sell shipping services
         formerly contracted with, any Bermuda Partnership Partner and (z) no
         Bermuda Partnership Partner shall be permitted to receive any Dividends
         or the proceeds of any intercompany loans or advances from any of its
         Affiliates.

                  (e)      Notwithstanding the foregoing, the Excluded Domestic
Subsidiary will not engage in any business and will not own any assets or have
any liabilities; provided that the Excluded Domestic Subsidiary may engage in
those activities that are incidental to (x) the maintenance or termination of
its corporate existence in compliance with applicable law, and (y) legal, tax
and accounting matters in connection with any of the foregoing activities.

                  (f)      Notwithstanding the foregoing, no Excluded Bermuda
Insurance Company will engage in any business (other than the insurance related
business conducted by it on the Effective Date (including, without limitation,
its business as a captive insurer for Holdings and its Affiliates with respect
to property, casualty and liability insurance (including workers compensation
insurance))) and will not own any Equity Interests or any other significant
assets (other than assets used in the conduct of its business as described
above) or have any liabilities (other than those liabilities under the Documents
to which it is a party and those liabilities incurred in the ordinary course of
its business as described above); provided that an Excluded Bermuda Insurance
Company may engage in those activities that are incidental to (x) the
maintenance of its Company existence in compliance with applicable law, (y)
legal, tax and accounting matters in connection with any of the foregoing
activities and (z) the entering into,

                                     -134-
<PAGE>

and performing its obligations under, this Agreement and the other Documents to
which it is a party.

                  (g)      Notwithstanding anything to the contrary contained
above in this Section or elsewhere in this Agreement (but subject to subclause
(5) of Section 13.19), at no time shall Holdings or any Subsidiary of Holdings
be an obligor or an obligee with respect to any Intercompany Debt, unless each
obligor (including each Person which is a guarantor thereof) and each obligee
with respect thereto are party to the Intercompany Subordination Agreement;
provided however, that the provisions hereof shall not apply to those Non-Wholly
Owned Subsidiaries listed on Part D of Schedule XIII.

                  (h)      Notwithstanding the foregoing, no Excluded Foreign
Subsidiary will engage in any business or own any assets (other than (x) Equity
Interests of another Excluded Foreign Subsidiary and (y) immaterial assets with
a Fair Market Value not exceeding $25,000) or have any liabilities; provided
that (I) notwithstanding the foregoing, an Excluded Foreign Subsidiary shall be
permitted to engage in the business conducted by such Excluded Foreign
Subsidiary on the Initial Borrowing Date and to own assets and have liabilities
in excess of any amounts permitted above, so long as such Excluded Foreign
Subsidiary is merged or consolidated into or with another Foreign Subsidiary
that is a Qualified Obligor organized in the jurisdiction of organization of
such Excluded Foreign Subsidiary within 180 days following the Initial Borrowing
Date and (II) any Excluded Foreign Subsidiary may engage in those activities
that are incidental to (x) the maintenance or termination of its corporate
existence in compliance with applicable law and (y) legal, tax and accounting
matters in connection with any of the foregoing activities.

                  9.02 Consolidation; Merger; Sale or Purchase of Assets; etc.
No Credit Agreement Party will, nor will permit any of its respective
Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any
transaction of merger or consolidation, or convey, sell, lease or otherwise
dispose of all or any part of its property or assets, or enter into any
sale-leaseback transactions, or purchase or otherwise acquire (in one or a
series of related transactions) any part of the property or assets (other than
purchases or other acquisitions of inventory, materials and equipment in the
ordinary course of business) of any Person or agree to do any of the foregoing
at any future time, except that the following shall be permitted:

                  (i)      the U.S. Borrower and its Subsidiaries may lease (as
         lessee) or license (as licensee) real or personal property (including
         intellectual property) in the ordinary course of business (so long as
         any such lease or license does not create a Capitalized Lease
         Obligation);

                  (ii)     Capital Expenditures by the U.S. Borrower and its
         Subsidiaries to the extent not in violation of Section 9.12;

                  (iii)    Investments permitted pursuant to Section 9.05;

                  (iv)     the U.S. Borrower and its Subsidiaries may, in the
         ordinary course of business, sell or otherwise dispose of assets
         (excluding capital stock of, or other Equity

                                     -135-
<PAGE>

         Interests in, Subsidiaries and joint ventures) which, in the reasonable
         opinion of such Person, are obsolete, uneconomic or worn-out;

                  (v)      the U.S. Borrower and its Subsidiaries may sell
         assets (other than (I) the capital stock or other Equity Interests of
         any Wholly-Owned Subsidiary unless all of the capital stock or other
         Equity Interests of such Wholly-Owned Subsidiary are sold in accordance
         with this clause (v) and (II) assets subject to a Contemplated Asset
         Sale (which shall be governed by Section 9.02(xviii)), so long as (v)
         no Default or Event of Default then exists or would result therefrom,
         (w) each such sale is in an arm's-length transaction and the U.S.
         Borrower or the respective Subsidiary receives at least Fair Market
         Value, (x) except for customary post-closing adjustments (to be paid in
         cash within 180 days following the closing of the respective sale or
         disposition), at least 75% of the total consideration received by the
         U.S. Borrower or such Subsidiary is paid in cash at the time of the
         closing of such sale or disposition (provided that sales of assets for
         aggregate consideration of $15,000,000 (taking the Fair Market Value of
         any non-cash consideration) in any Fiscal Year of Holdings shall not be
         subject to the minimum cash requirement set forth above in this
         subclause (x)), (y) the Net Sale Proceeds therefrom are applied and/or
         reinvested as (and to the extent) required by Section 4.02(c) and (z)
         the aggregate amount of the proceeds received from all assets sold
         pursuant to this clause (v) shall not exceed $100,000,000 in any Fiscal
         Year of Holdings;

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

                  (vii)    each of the U.S. Borrower and its Subsidiaries may
         grant licenses, sublicenses, leases or subleases to other Persons not
         materially interfering with the conduct of the business of the U.S.
         Borrower or any of its Subsidiaries, in each case so long as no such
         grant otherwise affects the Collateral Agent's security interest in the
         asset or property subject thereto;

                  (viii)   subject to Sections 9.01(c) and (d), transfers of
         assets (u) pursuant to the Foreign Asset Transfer, (v) among the
         Qualified U.S. Obligors (other than Holdings), (w) among the Qualified
         Non-U.S. Obligors, (x) by any Subsidiary of the U.S. Borrower to any
         Qualified U.S. Obligor (other than Holdings), (y) by any Foreign
         Subsidiary of the U.S. Borrower to any Qualified Non-U.S. Obligor and
         (z) by any Foreign Subsidiary of the U.S. Borrower (other than a
         Qualified Non-U.S. Obligor) to any Wholly-Owned Foreign Subsidiary of
         the U.S. Borrower, in the case of any such transfer, so long as (I) no
         Specified Default and no Event of Default then exists or would exist
         immediately after giving effect to the respective transfer, (II) any
         security interests granted to the Collateral Agent for the benefit of
         the Secured Creditors pursuant to the relevant Security Documents in
         the assets so transferred shall remain in full force and effect and
         perfected and enforceable (to at least the same extent as in effect
         immediately prior to such transfer) and (III) if the respective
         transferor is party to a Guaranty, the nature and scope of the
         obligations of such transferor under its Guaranty are substantially
         identical to the nature and scope of the obligations of the respective
         transferee under its Guaranty;

                                     -136-
<PAGE>

                  (ix)     subject to Sections 9.01(c) and (d), (x) any Domestic
         Subsidiary of the U.S. Borrower may be merged, consolidated or
         liquidated with or into the U.S. Borrower (so long as the U.S. Borrower
         is the surviving corporation of such merger, consolidation or
         liquidation) or any U.S. Subsidiary Guarantor (so long as a U.S.
         Subsidiary Guarantor is the surviving corporation of such merger,
         consolidation or liquidation), (y) any Qualified Non-U.S. Obligor may
         be merged, consolidated or liquidated with or into any other Qualified
         Non-U.S. Obligor and (z) any Foreign Subsidiary of the U.S. Borrower
         (other than a Qualified Non-U.S. Obligor) may be merged, consolidated
         or liquidated with or into any Wholly-Owned Foreign Subsidiary of the
         U.S. Borrower, so long as such Wholly-Owned Foreign Subsidiary is the
         surviving corporation of such merger, consolidation or liquidation;
         provided that any such merger, consolidation or liquidation shall only
         be permitted pursuant to this clause (ix), so long as (I) no Specified
         Default and no Event of Default then exists or would exist immediately
         after giving effect thereto, (II) any security interests granted to the
         Collateral Agent for the benefit of the Secured Creditors in the assets
         (and Equity Interests) of any such Person subject to any such
         transaction shall remain in full force and effect and perfected and
         enforceable (to at least the same extent as in effect immediately prior
         to such merger, consolidation or liquidation) and (III) if the Person
         to be merged, consolidated or liquidated into another Person as
         contemplated above is party to a Guaranty, the nature and scope of the
         obligations of such Person under its Guaranty are substantially
         identical to the nature and scope of the obligations of such other
         Person under its Guaranty;

                  (x)      subject to Sections 9.01(c) and (d), the U.S.
         Borrower and its Subsidiaries may transfer inventory in a non-cash or
         cash transfer to Wholly-Owned Subsidiaries of the U.S. Borrower that
         are not Qualified Obligors, in each case so long as (I) any such
         transfer is made in the ordinary course of its business and consistent
         with past practice of the U.S. Borrower and its Subsidiaries as in
         effect on the Effective Date, (II) if the respective transfer is being
         made to any Credit Party, all actions needed to maintain the
         perfection, priority and enforceability of the security interests, if
         any, of the Collateral Agent in the assets so transferred are taken at
         the time of the respective transfer, (III) the U.S. Borrower reasonably
         determines that the transfer is not reasonably likely to be adverse to
         the interests of the Lenders in any material respect and (IV) no
         Specified Default and no Event of Default then exists or would exist
         immediately after giving effect to the respective transfer;

                  (xi)     subject to Sections 9.01(c) and (d), so long as no
         Specified Default and no Event of Default exists at the time of the
         respective transfer or immediately after giving effect thereto,
         Qualified Obligors shall be permitted to transfer additional assets
         (other than inventory, cash, Cash Equivalents and Equity Interests in
         any Credit Party) to other Subsidiaries of the U.S. Borrower, so long
         as cash in an amount at least equal to the Fair Market Value of the
         assets so transferred is received by the respective transferor;

                  (xii)    the U.S. Borrower and its Subsidiaries may sell or
         exchange specific items of equipment, so long as the purpose of each
         such sale or exchange is to acquire (and results within 90 days of such
         sale or exchange in the acquisition of) replacement items of equipment
         which are useful in a Permitted Business;

                                     -137-
<PAGE>

                  (xiii)   each of the Borrowers and the Subsidiary Guarantors
         shall be permitted to make Permitted Acquisitions, so long as such
         Permitted Acquisitions are effected in accordance with the requirements
         of Section 8.15;

                  (xiv)    the Acquisition may be consummated in accordance with
         the relevant requirements of Section 5.08(a);

                  (xv)     the Sale-Leaseback Transaction may be consummated on
         the Initial Borrowing Date in accordance with the relevant requirements
         of Section 5.09 and the definition thereof;

                  (xvi)    each of the U.S. Borrower and its Subsidiaries may
         sell or liquidate Cash Equivalents, in each case for cash at fair
         market value (as reasonably determined by the U.S. Borrower or the
         respective Subsidiary);

                  (xvii)   the U.S. Borrower and its Subsidiaries may sell
         inventory to their respective customers in the ordinary course of
         business;

                  (xviii)  each of the U.S. Borrower and its Subsidiaries may
         effect Contemplated Asset Sales, so long as (i) no Event of Default
         then exists or would exist immediately after giving effect thereto,
         (ii) each such sale is an arms'-length transaction and the U.S.
         Borrower or the respective Subsidiary receives at least Fair Market
         Value, (iii) the consideration therefor consists solely of cash and/or
         Permitted Installment Notes (to the extent same may be issued in
         accordance with the definition thereof), (iv) at least 50% of the total
         consideration received by the U.S. Borrower or such Subsidiary is paid
         in cash at the time of the closing of such sale, and (v) the Net Sale
         Proceeds therefrom are applied as required by Section 4.02(c); and

                  (xix)    the U.S. Borrower and its Subsidiaries may sell and
         leaseback Principal Properties, so long as (v) no Default or Event of
         Default then exists or would result therefrom, (w) each such sale is
         made pursuant to an arm's-length transaction, (x) 100% of the total
         consideration received by the U.S. Borrower or such Subsidiary is paid
         in cash at the time of the closing of such sale, (y) the Net Sale
         Proceeds therefrom equal at least 90% of the Fair Market Value of the
         Property subject to such sale-leaseback transaction and (z) 100% of the
         Net Sale Proceeds therefrom are applied as a mandatory repayment and/or
         commitment reduction in accordance with the requirements of Section
         4.02(c) (without giving effect to any reinvestment rights contained
         therein).

Notwithstanding anything to the contrary contained above in this Section 9.02,
in no event shall Holdings or any of its Subsidiaries enter into any
sale-leaseback transactions, except in accordance with Sections 9.02(xv) and
(xix) above. The foregoing provisions of this Section 9.02 are subject to
continued compliance by the Credit Agreement Parties and their Subsidiaries with
the requirements of Sections 8.19, 9.01 and 9.17. To the extent the Required
Lenders waive the provisions of this Section 9.02 with respect to the sale or
other disposition of any Collateral, or any Collateral is sold or otherwise
disposed of as permitted by this Section 9.02, such Collateral (unless
transferred to Holdings or a Subsidiary thereof) shall be sold or otherwise
disposed of free and clear of the Liens created by the Security Documents and
the Administrative Agent shall

                                     -138-
<PAGE>

take such actions (including, without limitation, directing the Collateral Agent
to take such actions) as are appropriate in connection therewith.

                  9.03 Liens. No Credit Agreement Party will, nor will permit
any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien
upon or with respect to any property or assets of any kind (real or personal,
tangible or intangible) of Holdings or any of its Subsidiaries, whether now
owned or hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable or notes with recourse to
Holdings or any of its Subsidiaries) or assign any right to receive income or
permit the filing of any financing statement under the UCC or any other similar
notice of Lien under any similar recording or notice statute; provided that the
provisions of this Section 9.03 shall not prevent the creation, incurrence,
assumption or existence of the following (Liens described below are herein
referred to as "Permitted Liens"):

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

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

                  (iii)    Liens created by or pursuant to this Agreement and
         the Security Documents;

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

                  (v)      Liens (x) arising from judgments, decrees or
         attachments in circumstances not constituting an Event of Default under
         Section 10.09, (y) arising in connection with the deposit or payment of
         cash or other Property with or to any court or other governmental
         authority in connection with any pending claim or litigation and (z)
         arising in

                                     -139-
<PAGE>

         connection with the deposit of cash or other Property in connection
         with the issuance of stay and appeal bonds, provided that the Fair
         Market Value of all Property (including cash) pledged, paid and/or
         deposited by the U.S. Borrower or any of its Subsidiaries pursuant to
         this clause (v) shall not exceed $25,000,000 (net of any insurance
         proceeds actually received (and not returned) by the U.S. Borrower and
         its Subsidiaries in connection therewith) at any time;

                  (vi)     Liens (other than any Lien imposed by ERISA) (x)
         incurred or deposits made in the ordinary course of business of the
         U.S. Borrower and its Subsidiaries in connection with workers'
         compensation, unemployment insurance and other types of social
         security, (y) to secure the performance by the U.S. Borrower and its
         Subsidiaries of tenders, statutory obligations (other than excise taxes
         not described in Section 9.03(i)), surety and customs bonds, statutory
         bonds, bids, leases, government contracts, trade contracts, performance
         and return of money bonds and other similar obligations (exclusive of
         (I) obligations for the payment of borrowed money and (II) stay and
         appeal bonds and other obligations described in Section 9.03(v) above)
         or (z) to secure the performance by the U.S. Borrower and its
         Subsidiaries of leases of Real Property, to the extent incurred or made
         in the ordinary course of business consistent with past practices,
         provided that the aggregate Fair Market Value of all Property pledged
         or deposited at any time pursuant to preceding sub-clauses (y) and (z)
         shall not exceed $25,000,000 in the aggregate (it being understood that
         letters of credit and bank guaranties issued in support of customs
         bonds, licensing arrangements and similar obligations do not constitute
         Property pledged or deposited to support such obligations);

                  (vii)    licenses, sublicenses, leases or subleases granted to
         third Persons in the ordinary course of business not interfering in any
         material respect with the business of the U.S. Borrower or any of its
         Subsidiaries;

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

                  (ix)     Liens arising from or related to precautionary UCC
         financing statements regarding operating leases entered into by the
         U.S. Borrower and its Subsidiaries in the ordinary course of business;

                  (x)      Liens upon assets of the U.S. Borrower or any of its
         Subsidiaries subject to Capitalized Lease Obligations permitted
         pursuant to Section 9.04(iv), provided that (x) such Liens only serve
         to secure the payment of Indebtedness arising under such Capitalized
         Lease Obligation and (y) the Lien encumbering the asset giving rise to
         the Capitalized Lease Obligation does not encumber any other asset of
         the U.S. Borrower or any of its Subsidiaries;

                  (xi)     Liens arising pursuant to purchase money mortgages or
         security interests securing Indebtedness representing the purchase
         price (or financing of the purchase price

                                     -140-
<PAGE>

         within 30 days after the respective purchase) of assets acquired after
         the Initial Borrowing Date by the U.S. Borrower and its Subsidiaries,
         provided that (x) any such Liens attach only to the assets so
         purchased, (y) the Indebtedness secured by any such Lien does not
         exceed 100% of the Fair Market Value or the purchase price of the
         property being purchased at the time of the incurrence of such
         Indebtedness and (z) the Indebtedness secured thereby is permitted to
         be incurred pursuant to Section 9.04(iv);

                  (xii)    Liens on property or assets acquired pursuant to a
         Permitted Acquisition, or on property or assets of a Subsidiary of the
         U.S. Borrower in existence at the time such Subsidiary is acquired
         pursuant to a Permitted Acquisition, provided that (i) any Indebtedness
         that is secured by such Liens is permitted to exist under Section
         9.04(vi), and (ii) such Liens are not incurred in connection with, or
         in contemplation or anticipation of, such Permitted Acquisition and do
         not attach to any other asset of the U.S. Borrower or any of its
         Subsidiaries;

                  (xiii)   restrictions imposed in the ordinary course of
         business and consistent with past practices on the sale or distribution
         of designated inventory pursuant to agreements with customers under
         which such inventory is consigned by the customer or such inventory is
         designated for sale to one or more customers;

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

                  (xv)     bankers' liens, rights of setoff and other similar
         liens existing solely with respect to cash and Cash Equivalents on
         deposit in one or more of the accounts described below, in each case
         granted in the ordinary course of business in favor of the bank or
         banks with which the accounts are maintained, securing amounts owing to
         such bank with respect to cash management and operating account
         arrangements, including those involving pooled accounts and netting
         arrangements, provided that in no case shall any such Liens secure
         (either directly or indirectly) the repayment of any Indebtedness;

                  (xvi)    Liens securing Permitted Refinancing Indebtedness
         permitted pursuant to Section 9.04(vii) to the extent such Liens comply
         with clause (b)(ii) of the definition of Permitted Refinancing
         Indebtedness;

                  (xvii)   Liens on the assets of a Foreign Subsidiary (other
         than the Bermuda Partnership) which is not a Foreign Credit Party
         securing Indebtedness incurred by such Foreign Subsidiary in accordance
         with the terms of Section 9.04(viii);

                  (xviii)  Liens over promissory notes evidencing grower loans
         pledged in favor of financial institutions securing Indebtedness
         permitted to be incurred pursuant to Section 9.04(xix)(x); and

                  (xix)    other Liens of the U.S. Borrower or any Subsidiary of
         the U.S. Borrower that (x) were not incurred in connection with
         borrowed money, (y) do not encumber any Property of the U.S. Borrower
         or any of its Subsidiaries the Fair Market Value of which exceeds the
         amount of the Indebtedness or other obligations secured by such
         Property or materially impair the use of such Property in the operation
         of the business of the U.S.

                                     -141-
<PAGE>

         Borrower or such Subsidiary and (z) do not secure obligations in excess
         of $100,000,000 in the aggregate for all such Liens.

In connection with the granting of Liens of the type described in clauses (iv),
(x), (xi), (xii), (xvi), (xvii) and (xix) of this Section 9.03 by the U.S.
Borrower or any of its Subsidiaries, the Administrative Agent and the Collateral
Agent shall be authorized, at the request of any Credit Agreement Party, to take
any actions deemed appropriate by it in connection therewith (including, without
limitation, by executing appropriate lien releases or lien subordination
agreements in favor of the holder or holders of such Liens, in either case
solely with respect to the assets subject to such Liens).

                  9.04 Indebtedness. No Credit Agreement Party will, nor will
permit any of its Subsidiaries to, contract, create, incur, assume or suffer to
exist any Indebtedness, except:

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

                  (ii)     Scheduled Existing Indebtedness outstanding on the
         Initial Borrowing Date and listed on Schedule IV, without giving effect
         to any subsequent extension, renewal or refinancing thereof, except
         that Scheduled Existing Indebtedness may be refinanced through one or
         more issuances of Permitted Refinancing Indebtedness in accordance with
         Section 9.04(vii) below;

                  (iii)    Indebtedness of the Borrowers under Interest Rate
         Protection Agreements entered into to protect them against fluctuations
         in interest rates in respect of Indebtedness otherwise permitted under
         this Agreement, so long as the entering into of such Interest Rate
         Protection Agreements are bona fide hedging activities and are not for
         speculative purposes;

                  (iv)     Capitalized Lease Obligations and Indebtedness of the
         U.S. Borrower and its Subsidiaries representing purchase money
         Indebtedness secured by Liens permitted pursuant to Section 9.03(xi),
         provided that (i) all such Capitalized Lease Obligations are permitted
         under Section 9.11 and (ii) the sum of (x) the aggregate Capitalized
         Lease Obligations outstanding at any time plus (y) the aggregate
         principal amount of such purchase money Indebtedness outstanding at any
         time shall not exceed $25,000,000;

                  (v)      intercompany Indebtedness of the U.S. Borrower and
         its Subsidiaries to the extent permitted by Section 9.05(vi) and
         (xvii);

                  (vi)     Indebtedness of a Subsidiary of the U.S. Borrower
         acquired pursuant to a Permitted Acquisition (or Indebtedness assumed
         at the time of a Permitted Acquisition of an asset securing such
         Indebtedness), provided that (x) such Indebtedness was not incurred in
         connection with, or in anticipation or contemplation of, such Permitted
         Acquisition and (y) the aggregate principal amount of all Indebtedness
         outstanding pursuant to this clause (vi) at any time (such Indebtedness
         described above in this Section 9.04(vi) being called "Permitted
         Acquired Debt"), when added to the aggregate principal amount of
         Permitted Refinancing Indebtedness outstanding pursuant to Section
         9.04(vii) at any time (except to the extent incurred to refinance
         Scheduled Existing Indebtedness,

                                     -142-
<PAGE>

         Indebtedness under the HQ Lease Agreements as described in Section
         9.04(xxii) below and successive refinancings thereof), shall not exceed
         $50,000,000;

                  (vii)    Permitted Refinancing Indebtedness, so long as (x) no
         Specified Default or Event of Default is in existence at the time of
         the incurrence of such Permitted Refinancing Indebtedness and
         immediately after giving effect thereto and (y) the aggregate principal
         amount of Permitted Refinancing Indebtedness outstanding pursuant to
         this clause (vii) at any time (except to the extent incurred to
         refinance Scheduled Existing Indebtedness, Indebtedness under the HQ
         Lease Agreements as described in Section 9.04(xxii) below and
         successive refinancings thereof), when added to the aggregate principal
         amount of Permitted Acquired Debt outstanding pursuant to Section
         9.04(vi) at any time, shall not exceed $50,000,000;

                  (viii)   Indebtedness of Foreign Subsidiaries of the U.S.
         Borrower (other than the Bermuda Partnership) under lines of credit to
         any such Foreign Subsidiary from Persons other than Holdings or any of
         its Subsidiaries, the proceeds of which Indebtedness are used for such
         Foreign Subsidiary's working capital and other general corporate
         purposes, provided that the aggregate principal amount of all such
         Indebtedness outstanding at any time for all such Foreign Subsidiaries
         shall not exceed $50,000,000;

                  (ix)     Indebtedness of Holdings under Shareholder
         Subordinated Notes issued pursuant to Section 9.06(ii), so long as the
         aggregate outstanding principal amount of Shareholder Subordinated
         Notes does not at any time exceed $5,000,000;

                  (x)      additional unsecured Indebtedness of the U.S.
         Borrower consisting of unsecured guarantees by such Borrower of (x)
         obligations (which guaranteed obligations do not themselves constitute
         Indebtedness) of one or more Wholly-Owned Subsidiaries of the U.S.
         Borrower, (y) leases pursuant to which one or more Wholly-Owned
         Subsidiaries of the U.S. Borrower are the respective lessees and (z)
         Indebtedness of Wholly-Owned Subsidiaries of the U.S. Borrower of the
         type permitted pursuant to Section 9.04(xiv);

                  (xi)     Indebtedness arising from the honoring by a bank or
         other financial institution of a check, draft or similar instrument
         inadvertently (except in the case of daylight overdrafts) drawn against
         insufficient funds in the ordinary course of business, so long as such
         Indebtedness is extinguished within five Business Days of the
         incurrence thereof;

                  (xii)    Indebtedness in respect of (x) Other Hedging
         Agreements to the extent permitted by Section 9.05(xii)(x) and (y)
         Commodity Agreements to the extent permitted by Section 9.05(xii)(y);

                  (xiii)   (x) Indebtedness of the U.S. Borrower or any of its
         Subsidiaries evidenced by completion guarantees and performance and
         surety bonds (but excluding appeal, performance and other bonds and/or
         guaranties issued in respect of obligations arising in connection with
         litigation) incurred in the ordinary course of business for purposes of
         insuring the performance of the U.S. Borrower or such Subsidiary in an
         aggregate amount not to exceed $50,000,000 at any time outstanding and
         (y) Indebtedness of the U.S. Borrower or any of its Subsidiaries
         evidenced by appeal, performance and other

                                     -143-
<PAGE>

         bonds and/or guaranties issued in respect of obligations arising in
         connection with litigation for purposes of insuring the performance of
         the U.S. Borrower or such Subsidiary in an aggregate amount not to
         exceed $50,000,000 at any time outstanding;

                  (xiv)    Indebtedness of the U.S. Borrower or any Subsidiary
         of the U.S. Borrower arising from agreements of the U.S. Borrower or a
         Subsidiary of the U.S. Borrower providing for indemnification,
         adjustment of purchase price or other similar obligations, in each
         case, incurred or assumed in connection with the disposition of any
         business, assets or a Subsidiary of the U.S. Borrower permitted under
         this Agreement (other than guarantees of Indebtedness incurred by any
         Person acquiring all or any portion of such business, assets or
         Subsidiary for the purpose of financing such acquisition), provided
         that the maximum assumable liability (as measured by the reserves
         reasonably established on such Person's financial statements) in
         respect of all such Indebtedness shall at no time exceed the gross
         proceeds actually received by the U.S. Borrower and its Subsidiaries in
         connection with such dispositions;

                  (xv)     unsecured Indebtedness of the U.S. Borrower evidenced
         by a guaranty of the Indebtedness or other obligations of any other
         Person (including Indebtedness of Foreign Subsidiaries permitted
         pursuant to clause (viii) above), so long as the aggregate amount of
         the Contingent Obligations of the U.S. Borrower pursuant to this clause
         (xv) does not exceed $25,000,000 at any time;

                  (xvi)    (I) unsecured Indebtedness of the U.S Borrower
         incurred under the New Senior Notes and the New Senior Notes Indenture
         and of the U.S. Subsidiary Guarantors (and so long as same remain U.S.
         Subsidiary Guarantors) under subordinated guarantees of the obligations
         of the U.S. Borrower provided under the New Senior Notes Documents to
         which they are a party, in an aggregate principal amount not to exceed
         $475,000,000 (less the amount of any repayments of principal thereof
         after the Initial Borrowing Date), (II) unsecured Indebtedness of the
         U.S Borrower incurred under the Existing 2009 Senior Notes and the
         Existing 2009 Notes Indenture and of the U.S. Subsidiary Guarantors
         (and so long as same remain U.S. Subsidiary Guarantors) under
         subordinated guarantees of the obligations of the U.S. Borrower
         provided under the Existing 2009 Senior Notes Documents to which they
         are a party, in an aggregate principal amount not to exceed
         $400,000,000 (less the amount of any repayments of principal thereof
         after the Initial Borrowing Date), (III) unsecured Indebtedness of the
         U.S Borrower incurred under the Existing 2013 Senior Notes and the
         Existing 2013 Notes Indenture and of the U.S. Subsidiary Guarantors
         (and so long as same remain U.S. Subsidiary Guarantors) under
         subordinated guarantees of the obligations of the U.S. Borrower
         provided under the Existing 2013 Senior Notes Documents to which they
         are a party, in an aggregate principal amount not to exceed
         $155,000,000 (less the amount of any repayments of principal thereof
         after the Initial Borrowing Date), (IV) at all times prior to the
         Post-Closing Refinancing, unsecured Indebtedness of the U.S Borrower
         under the Existing Senior Notes To Be Refinanced in an aggregate
         principal amount not to exceed $510,000,000 (less the amount of any
         repayments of principal thereof after the Initial Borrowing Date) and
         (V) unsecured Indebtedness of the U.S Borrower incurred under the New
         2010 Senior Notes and the New 2010 Senior Notes Indenture and of the
         U.S. Subsidiary Guarantors (and so long as same remain U.S. Subsidiary
         Guarantors) under subordinated

                                     -144-
<PAGE>

         guarantees of the obligations of the U.S. Borrower provided under the
         New 2010 Senior Notes Documents to which they are a party, in an
         aggregate principal amount not to exceed $400,000,000 (less the amount
         of any repayments of principal thereof), so long as (A) such
         Indebtedness is incurred in accordance with the requirements of the
         definition of New 2010 Senior Notes and (B) promptly following the
         incurrence thereof, Net Cash Proceeds of such Indebtedness shall have
         been applied to repay Term Loans (and/or reduce the Total Revolving
         Loan Commitment) in accordance with the requirements of Sections
         4.02(d), (h) and (i);

                  (xvii)   Indebtedness of the U.S. Borrower and its
         Subsidiaries representing obligations in existence on the Effective
         Date that become Indebtedness after the Effective Date as a result of
         the implementation of FASB Interpretation No. 46 ("Consolidation of
         Variable Interest Entities") as in effect on the Effective Date;

                  (xviii)  Indebtedness of Foreign Subsidiaries of the U.S.
         Borrower under bank guaranties and letters of credit issued by
         financial institutions (on behalf of such Foreign Subsidiaries) in an
         aggregate amount not to exceed $40,000,000 at any time;

                  (xix)    (x) Indebtedness of Foreign Subsidiaries incurred in
         connection with grower loan programs in an aggregate principal amount
         not to exceed $50,000,000 at any time outstanding and (y) unsecured
         Indebtedness of the U.S. Borrower evidenced by a guaranty of
         Indebtedness permitted pursuant to preceding subclause (x);

                  (xx)     Indebtedness of the U.S. Borrower or any of its
         Subsidiaries incurred in connection with vehicle inventory loans in an
         aggregate principal amount not to exceed $5,000,000 at one time
         outstanding;

                  (xxi)    Indebtedness of the U.S. Borrower which may be deemed
         to exist under its non-qualified excess savings plan for employees;

                  (xxii)   obligations of the U.S. Borrower and the HQ Lessee
         (as defined in the U.S. Security Agreement) under the HQ Lease
         Agreements in an aggregate amount (exclusive of accrued interest or its
         equivalent) not to exceed $55,000,000; and

                  (xxiii)  additional unsecured Indebtedness of the U.S.
         Borrower and its Subsidiaries (other than the Bermuda Partnership
         Partners and the Bermuda Partnership) not otherwise permitted hereunder
         not exceeding $100,000,000 in aggregate principal amount at any time
         outstanding, provided that no such additional Indebtedness shall be
         incurred at any time a Default or Event of Default then exists or would
         result therefrom.

                  9.05 Advances; Investments; Loans. No Credit Agreement Party
will, nor will permit any of its Subsidiaries to, directly or indirectly, lend
money or extend credit or make advances to any Person, or purchase or acquire
any stock, obligations or securities of, or any other Equity Interest in, or
make any capital contribution to, any Person, or purchase or own a futures
contract or otherwise become liable for the purchase or sale of currency or
other commodities at a future date in the nature of a futures contract, or hold
any cash or Cash Equivalents (each of the foregoing an "Investment" and,
collectively, "Investments"), except:

                                     -145-
<PAGE>

                  (i)      the U.S. Borrower and its Subsidiaries may acquire
         and hold cash and Cash Equivalents; provided, however, that at any time
         Revolving Loans and/or Swingline Loans are outstanding, the aggregate
         amount of Unrestricted Cash held by the U.S. Borrower and its
         Subsidiaries shall not exceed $100,000,000 for any period of three
         consecutive Business Days;

                  (ii)     the U.S. Borrower and its Subsidiaries may acquire
         and hold receivables owing to it, if created or acquired in the
         ordinary course of business and payable or dischargeable in accordance
         with customary trade terms (including the dating of receivables) of the
         U.S. Borrower or such Subsidiary;

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

                  (iv)     Interest Rate Protection Agreements entered into in
         compliance with Section 9.04(iii) shall be permitted;

                  (v)      (x) Investments constituting Intercompany Scheduled
         Existing Indebtedness in existence on the Initial Borrowing Date (and
         any refinancings thereof permitted pursuant to Section 9.04(vii) and
         consistent with the definition of Permitted Refinancing Indebtedness)
         and (y) such other Investments in existence on the Initial Borrowing
         Date and listed on Schedule VI (without giving effect to any additions
         thereto or replacements thereof); provided that any additional
         Investments made with respect to the Investments described in preceding
         subclause (y) shall be permitted only if independently justified under
         the other provisions of this Section 9.05;

                  (vi)     (t) Intercompany Distribution Transactions in the
         form of intercompany loans may be made in accordance with the
         requirements of Section 5.09, (u) Qualified U.S. Obligors (other than
         Holdings) may make intercompany loans to each other, (v) Qualified
         Non-U.S. Obligors may make intercompany loans to each other, (w)
         Qualified U.S. Obligors (other than Holdings) may make intercompany
         loans to any Qualified Non-U.S. Obligor, (x) Qualified Obligors and
         Foreign Subsidiary Guarantors that are not Qualified Obligors may make
         intercompany loans to any Foreign Subsidiary of the U.S. Borrower that
         is not a Qualified Obligor, (y) any Wholly-Owned Foreign Subsidiary of
         the U.S. Borrower may make intercompany loans to any Qualified Obligor
         and (z) Non-Guarantor Subsidiaries may make intercompany loans to each
         other and to any Foreign Credit Party, provided that (I) unless the
         respective obligor under such intercompany loan reasonably determines
         that the execution, delivery and performance of an Intercompany Note is
         prohibited by, or that such Intercompany Note would not be enforceable
         against such obligor under, applicable local law, any such intercompany
         loan made pursuant to this clause (vi) (other than any such loan made
         to a Non-Wholly Owned Subsidiary) shall be evidenced by an Intercompany
         Note, (II) at no time shall the aggregate outstanding principal amount
         of all such intercompany loans made pursuant to subclause (w) of this
         clause (vi) above (exclusive of loans made to Qualified Non-U.S.
         Obligors which are

                                     -146-
<PAGE>

         promptly on-lent by such Qualified Non-U.S. Obligors to Foreign
         Subsidiaries that are not Qualified Obligors in reliance on subclause
         (x) above), when added to the aggregate amount of cash equity
         contributions made pursuant to (and in reliance on) Section
         9.05(viii)(y), exceed $200,000,000 (determined without regard to
         write-downs or write-offs thereof), (III) at no time shall the
         aggregate outstanding principal amount of all such intercompany loans
         made pursuant to subclause (x) of this clause (vi) above, when added to
         the aggregate amount of cash equity contributions made pursuant to (and
         in reliance on) Section 9.05(viii)(z), exceed $150,000,000 (determined
         without regard to write-downs or write-offs thereof), (IV) no
         intercompany loans may be made pursuant to subclause (w) or (x) of this
         clause (vi) at any time any Specified Default or any Event of Default
         is in existence (or would be in existence after giving effect thereto),
         (V) subject to subclause (5) of Section 13.19 and the exception
         specified in the proviso to Section 9.01(g), each intercompany loan
         made pursuant to this clause (vi) shall be subject to subordination as,
         and to the extent required by, the Intercompany Subordination Agreement
         and (VI) any intercompany loans made pursuant to this clause (vi) shall
         cease to be permitted hereunder if the obligor or obligee thereunder
         ceases to constitute a Qualified Obligor or a Foreign Subsidiary of the
         U.S. Borrower as contemplated above;

                  (vii)    (x) loans by the U.S. Borrower and its Subsidiaries
         to officers, employees and directors of Holdings and its Subsidiaries
         for bona fide business purposes, in each case incurred in the ordinary
         course of business, in an aggregate outstanding principal amount not to
         exceed $5,000,000 at any time outstanding (determined without regard to
         any write-downs or write-offs of such loans and advances) shall be
         permitted and (y) advances of reimbursable expenses by the U.S.
         Borrower and its Subsidiaries to officers, employees and directors of
         Holdings and its Subsidiaries for bona fide purposes, in each case
         incurred in the ordinary course of business;

                  (viii)   (u) any Wholly-Owned Foreign Subsidiary of the U.S.
         Borrower may make cash common equity contributions to any Qualified
         Obligor, (v) any Qualified U.S. Obligor may make cash common equity
         contributions to any of its direct Wholly-Owned Subsidiaries that is a
         Qualified U.S. Obligor, (w) any Qualified Non-U.S. Obligor may make
         cash common equity contributions to any of its direct Wholly-Owned
         Subsidiaries that is a Qualified Non-U.S. Obligor, (x) any
         Non-Guarantor Subsidiary may make cash common equity contributions to
         any of its direct Wholly-Owned Subsidiaries that is a Non-Guarantor
         Subsidiary or a Foreign Credit Party, (y) any Qualified U.S. Obligor
         may make cash common equity contributions to any of its direct
         Wholly-Owned Subsidiaries that is Qualified Non-U.S. Obligor, and (z)
         any Qualified Obligor and any Foreign Subsidiary Guarantor that is not
         a Qualified Obligor may make cash common equity contributions to any of
         their respective direct Foreign Subsidiaries that is not a Qualified
         Obligor; provided that (I) at no time shall the aggregate amount of the
         cash common equity contributions made pursuant to subclause (y) of this
         clause (viii) (exclusive of cash contributions made to a Qualified
         Non-U.S. Obligor which are promptly contributed, in turn, to a Foreign
         Subsidiary of such Qualified Non-U.S. Obligor that is not a Qualified
         Obligor in reliance on subclause (z) above), when added to the
         aggregate outstanding principal amount of all intercompany loans made
         pursuant to subclause (w) of clause (vi) above (determined without
         regard to write-downs or write-offs thereof), exceed $200,000,000, (II)
         at no time shall the aggregate amount of the cash common equity

                                     -147-
<PAGE>

         contributions made pursuant to subclause (z) of this clause (viii),
         when added to the aggregate outstanding principal amount of all
         intercompany loans made pursuant to subclause (x) of clause (vi) above
         (determined without regard to write-downs or write-offs thereof),
         exceed $150,000,000 and (III) no contributions may be made pursuant to
         subclause (y) or (z) of this clause (viii) at any time any Specified
         Default or any Event of Default is in existence (or would be in
         existence after giving effect thereto);

                  (ix)     the Borrowers and the Subsidiary Guarantors may make
         Permitted Acquisitions in accordance with the relevant requirements of
         Section 8.15 and the component definitions therein;

                  (x)      the U.S. Borrower and its Subsidiaries may own the
         capital stock of, or other Equity Interests in, their respective
         Subsidiaries created or acquired in accordance with the terms of this
         Agreement;

                  (xi)     the U.S. Borrower and its Subsidiaries may acquire
         and hold non-cash consideration issued by the purchaser of assets in
         connection with a sale of such assets to the extent permitted by
         Sections 9.02(v) and (xviii);

                  (xii)    the U.S. Borrower and its Subsidiaries may enter into
         (x) Other Hedging Agreements in the ordinary course of business
         providing protection against fluctuations in currency values in
         connection with the operations of the U.S. Borrower or any of its
         Subsidiaries and (y) Commodity Agreements in the ordinary course of
         business providing protection against fluctuations in prices of
         commodities used in the operations of the U.S. Borrower and its
         Subsidiaries, in each case, so long as management of the U.S. Borrower
         or such Subsidiary, as the case may be, has determined in good faith
         that the entering into of such Other Hedging Agreements or Commodity
         Agreements, as the case may be, are bona fide hedging activities and
         are not for speculative purposes;

                  (xiii)   Holdings may acquire and hold obligations of one or
         more officers, directors or other employees of Holdings or any of its
         Subsidiaries in connection with such officers', directors' or
         employees' acquisition of shares of capital stock of Holdings, so long
         as no cash is paid by Holdings or any of its Subsidiaries to such
         officers, directors or employees in connection with the acquisition of
         any such obligations;

                  (xiv)    Investments arising as a result of the exercise of
         any "put" right of minority shareholders, or "call" rights of the
         Bermuda Borrower, pursuant to that certain Share Option Agreement,
         dated as of September 28, 1998, among the Bermuda Borrower, Axel
         Johnson Saba AB and Kooperativa Detaljhandelsgruppen AB (as in effect
         on the Effective Date) (the "Saba Share Option Agreement");

                  (xv)     loans or advances by any Subsidiary of Holdings in
         connection with grower loan programs; provided that (I) at no time
         shall the aggregate outstanding principal amount of all such loans and
         advances made pursuant to this clause (xv) exceed $75,000,000
         (determined without regard to write-downs or write-offs thereof), (II)
         no loans or advances may be made pursuant to clause (xv) at any time
         any Specified Default or any Event of Default is in existence (or would
         be in existence after giving effect

                                     -148-
<PAGE>

         thereto), and (III) in the event a loan or advance made by a Credit
         Party pursuant to this clause (xv) is evidenced by a promissory note,
         such promissory note shall be pledged to the Collateral Agent pursuant
         to the relevant Foreign Security Document (except to the extent local
         law or the relevant grower loan documents prohibit such pledge or such
         note is required to be pledged to secure Indebtedness incurred pursuant
         to Section 9.04(xix)(x));

                  (xvi)    so long as no Default or Event of Default then exists
         or would result therefrom, the U.S. Borrower and its Subsidiaries may
         acquire Equity Interests in Persons (who, after giving effect to such
         acquisition, become Non-Wholly Owned Subsidiaries of the U.S. Borrower
         or such Subsidiary); provided that the aggregate amount of the
         Investments made pursuant to this clause (xvi) after the Effective Date
         shall not exceed $50,000,000 (without regard to any write-downs or
         write-offs thereof);

                  (xvii)   any Non-Wholly Owned Subsidiary of the U.S. Borrower
         may make loans to its shareholders generally so long as (x) the U.S.
         Borrower or its respective Subsidiary which owns the Equity Interest in
         the Subsidiary making such loans receives at least its proportionate
         share of such loans (based upon its relative holding of the Equity
         Interests in the Subsidiary making such loans), (y) unless the entering
         into of the Intercompany Subordination Agreement requires the consent
         of the minority shareholder of such Non-Wholly Owned Subsidiary (and
         such consent is not obtained), such Non-Wholly-Owned Subsidiary (as
         obligee of such loan) and the U.S. Borrower or such other Subsidiary
         (as obligor of such loan) shall be subject to the provisions of the
         Intercompany Subordination Agreement and (z) the aggregate outstanding
         principal amount of all loans pursuant to this clause (xvii) which are
         not subject to the subordination provisions of the Intercompany
         Subordination Agreement shall not exceed $50,000,000 at any time;

                  (xviii)  Investments constituting guaranties permitted by
         Section 9.04;

                  (xix)    the Bermuda Partnership Partners may make additional
         Investments in the Bermuda Partnership not otherwise permitted by this
         Section, so long as (w) the Bermuda Partnership promptly (and in any
         event within one Business Day of receipt thereof) uses 100% of the cash
         proceeds of such Investment to make a prepayment on the intercompany
         loan owing by it to the Bermuda Borrower and incurred pursuant to the
         Intercompany Distribution Transactions, (x) the Bermuda Borrower uses
         all of the proceeds of such prepayment within one Business Day of the
         date of receipt thereof to prepay Tranche C Term Loans in accordance
         with the requirements of Section 4.01(vii), (y) if any U.S. Borrower
         Incremental Term Loans are then outstanding, the U.S. Borrower makes a
         concurrent prepayment of U.S. Borrower Incremental Term Loans in
         accordance with the requirements of Section 4.01(vii) and (z) any
         Investment in the form of an intercompany loan or advance pursuant to
         this clause (xix) shall be subject to subordination as, and to the
         extent required by, the Intercompany Subordination Agreement;

                  (xx)     so long as no Default or Event of Default then exists
         or would result therefrom, the U.S. Borrower and its Subsidiaries may
         make Investments not otherwise permitted by clauses (i) through (xix)
         and succeeding clauses (xxi), (xxii) and (xxiii) of

                                     -149-
<PAGE>

         this Section 9.05 in an aggregate amount not to exceed $100,000,000
         (determined without regard to any write-downs or write-offs thereof);

                  (xxi)    the Bermuda Borrower may make intercompany loans
         (solely with the proceeds of Bermuda Multicurrency Facility Revolving
         Loans) to a Foreign Subsidiary which is not a Qualified Non-U.S.
         Obligor but which has (I) entered into a guaranty of the full amount of
         Bermuda Borrower Multicurrency Facility Revolving Loans incurred to
         fund the intercompany loans made by the Bermuda Borrower to the
         respective Foreign Subsidiary (plus accrued interest thereon), (II)
         entered into Foreign Security Documents (covering all or substantially
         all of its assets and consistent with the criteria described in Section
         5.15, 5.17 and 5.18(b) for Foreign Security Documents entered into on
         the Initial Borrowing Date) securing its obligations under such
         guaranty, (III) an intercompany loan agreement, in each case in form
         and substance satisfactory to the Administrative Agent and (IV) taken
         all action in connection with the foregoing as would have been required
         to be taken by such entity if same had been a Foreign Subsidiary
         Guarantor on the Initial Borrowing Date; provided however that any
         guaranty to be entered into pursuant to preceding subclause (I) (x)
         shall not be subject to a net worth or similar limitation, and (y) may
         be subject to customary insolvency, corporate benefit, financial
         capability or similar limitations or rules acceptable to the
         Administrative Agent;

                  (xxii)   the U.S. Borrower may transfer shares of Qualified
         Preferred Stock issued in accordance with the requirements of Section
         9.15(d) to one or more Section 461(f) Trusts, so long as (x) no Default
         or Event of Default then exists or would result therefrom and (y) the
         aggregate liquidation preference of the Qualified Preferred Stock so
         contributed reasonably equates (in the reasonable judgment of senior
         management of the U.S. Borrower) with the amount of claims asserted for
         which the respective Section 461(f) Trust may be liable; and

                  (xxiii)  the U.S. Borrower may purchase Qualified Preferred
         Stock owned or held by any Section 461(f) Trust for cash in accordance
         with the terms of the trust indenture governing such Section 461(f)
         Trust, so long as (v) no Default or Event of Default then exists or
         would result therefrom, (w) the aggregate amount of cash used for any
         such purchase of Qualified Preferred Stock does not exceed the
         aggregate amount of claim settlements required to be paid by such
         Section 461(f) Trust at such time less the aggregate amount of any cash
         dividends paid to such Section 461(f) Trust on the Qualified Preferred
         Stock held by such Section 461(f) Trust pursuant to Section 9.06(ix) at
         the time of such purchase, (x) the aggregate amount of cash used for
         such purchase equals the aggregate liquidation preference of the
         Qualified Preferred Stock so purchased, (y) such Section 461(f) Trust
         promptly uses the cash proceeds from such purchase (together with cash
         Dividends paid thereon) to satisfy claim settlements then due and
         payable by such 461(f) Trust and (z) any shares of Qualified Preferred
         Stock not required to be so purchased at such time to satisfy claim
         settlements of such Section 461(f) Trust are transferred to the U.S.
         Borrower (for no consideration) in accordance with the terms of the
         trust indenture governing such Section 461(f) Trust and, upon receipt
         thereof, permanently retired by the U.S. Borrower.

                                     -150-
<PAGE>

                  9.06 Restricted Payments; etc. No Credit Agreement Party will,
nor will permit any of its Subsidiaries to, declare or pay any dividends (other
than dividends payable solely in non-redeemable common stock or comparable
common equity interests of Holdings or any such Subsidiary, as the case may be)
or return any equity capital to, its stockholders, partners, members or other
equity holders or authorize or make any other distribution, payment or delivery
of property or cash to its stockholders, partners, members or other equity
holders as such, or redeem, retire, purchase or otherwise acquire, directly or
indirectly, for a consideration, any shares of any class of its capital stock or
other Equity Interests, now or hereafter outstanding (or any warrants for or
options or stock appreciation rights in respect of any of such shares or other
Equity Interests), or set aside any funds for any of the foregoing purposes, and
no Credit Agreement Party will permit any of its Subsidiaries to purchase or
otherwise acquire for consideration any shares of any class of the capital stock
or other Equity Interests of Holdings or any other Subsidiary, as the case may
be, now or hereafter outstanding (or any options or warrants or stock
appreciation rights issued by such Person with respect to its capital stock or
other Equity Interests) (all of the foregoing "Dividends") or make any payments
in respect of any outstanding Shareholder Subordinated Notes or Intercompany
Debt, except that:

                  (i)      (x) any Subsidiary of the U.S. Borrower may pay
         Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the
         U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S.
         Borrower may pay cash Dividends to its shareholders generally so long
         as the U.S. Borrower or its respective Subsidiary which owns the Equity
         Interest in the Subsidiary paying such Dividends receives at least its
         proportionate share thereof (based upon its relative holding of the
         Equity Interests in the Subsidiary paying such Dividends and taking
         into account the relative preferences, if any, of the various classes
         of Equity Interests of such Subsidiary); provided that any Dividend
         made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary
         that is not a Credit Party may only be made if (A) (I) no Specified
         Default and no Event of Default then exists or would result therefrom
         and (II) such Wholly-Owned Subsidiary promptly distributes and/or
         transfer any Property received pursuant to such Dividend (directly or
         indirectly through other Wholly-Owned Subsidiaries) to a Credit Party
         or (B) the Subsidiary making such Dividend is not a Credit Party;
         provided however, that, subject to Section 9.01(d)(v), any such
         Dividend may be made to the Bermuda Partnership notwithstanding the
         existence of an Event of Default (other than an Event of Default under
         Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies
         with clause (II) of the preceding proviso and (b) the Bermuda
         Partnership Partners are (after giving effect to the receipt of any
         Dividend from Bermuda Partnership) in compliance with the requirements
         of Section 9.01(d);

                  (ii)     Holdings may redeem or purchase shares of Holdings
         Common Stock or options to purchase Holdings Common Stock, as the case
         may be, held by former officers or employees of Holdings or any of its
         Subsidiaries following the death, disability, retirement or termination
         of employment of such officers or employees, provided that (w) the only
         consideration paid by Holdings in respect of such redemptions and/or
         purchases shall be cash and Shareholder Subordinated Notes, (x) the sum
         of (A) the aggregate amount paid by Holdings in cash in respect of all
         such redemptions and/or purchases plus (B) the aggregate amount of all
         principal and interest payments made on Shareholder Subordinated Notes,
         shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z)

                                     -151-
<PAGE>

         at the time of any redemption or purchase pursuant to this Section
         9.06(ii), no Specified Default or Event of Default shall then exist or
         result therefrom;

                  (iii)    the U.S. Borrower may pay cash Dividends to Holdings,
         so long as (x) no Specified Default or Event of Default then exists or
         would result therefrom and (y) the cash proceeds thereof are promptly
         used by Holdings for the purposes described in Section 9.06(ii);

                  (iv)     the U.S. Borrower may pay cash Dividends to Holdings,
         so long as the proceeds thereof are promptly used by Holdings to pay
         operating expenses in the ordinary course of business (including,
         without limitation, professional fees and expenses) and other similar
         corporate overhead costs and expenses;

                  (v)      the U.S. Borrower may pay cash Dividends to Holdings
         in the amounts and at the times of any payment by Holdings in respect
         of its taxes (or taxes of its consolidated group), provided that (x)
         the amount of cash Dividends paid pursuant to this clause (v) to enable
         Holdings to pay federal income taxes at any time shall not exceed the
         lesser of (A) the amount of such federal income taxes owing by Holdings
         at such time for the respective period and (B) the amount of such
         federal income taxes that would be owing by the U.S. Borrower and its
         Subsidiaries on a consolidated basis for such period if determined
         without regard to Holdings' ownership of the U.S. Borrower and (y) any
         refunds shall promptly be returned by Holdings to the U.S. Borrower;

                  (vi)     the Transaction shall be permitted to be consummated
         in accordance with the relevant requirements of this Agreement;

                  (vii)    the U.S. Borrower and its Subsidiaries may make
         payments with respect to Intercompany Debt, so long as the respective
         payment is permitted to be made in accordance with the terms of the
         Intercompany Subordination Agreement;

                  (viii)   Holdings may make payments of interest and principal
         on the Shareholder Subordinated Notes in accordance with the terms
         thereof, so long as the sum of (A) the aggregate amount paid by
         Holdings in cash in respect of all redemptions and/or purchases of
         Holdings Common Stock pursuant to Section 9.06(ii) plus (B) the
         aggregate amount of all principal and interest payments made on
         Shareholder Subordinated Notes, does not exceed $2,000,000 in any
         Fiscal Year of Holdings; and

                  (ix)     (x) Holdings may pay regularly scheduled Dividends on
         Qualified Preferred Stock issued by it pursuant to the terms thereof
         solely through the issuance of additional shares of such Qualified
         Preferred Stock rather than in cash and (y) cash Dividends may accrue
         on Qualified Preferred Stock issued by the U.S. Borrower and
         transferred to a Section 461(f) Trust pursuant to Section 9.15(d) in
         accordance with the terms of the certificate of designation therefor
         and, so long as no Default or Event of Default then exists or would
         result therefrom, may be paid by the U.S. Borrower in cash on the date
         (and only on the date) of the settlement by such Section 461(f) Trust
         of the claims for which such Section 461(f) Trust is liable.

                                     -152-
<PAGE>

                  9.07 Transactions with Affiliates. No Credit Agreement Party
will, nor will permit any of its Subsidiaries to, enter into any transaction or
series of transactions with any Affiliate of Holdings or any of its Subsidiaries
other than in the ordinary course of business and on terms and conditions
substantially as favorable to such Credit Agreement Party or such Subsidiary as
would be reasonably expected to be obtainable by such Credit Agreement Party or
such Subsidiary at the time in a comparable arm's-length transaction with a
Person other than an Affiliate; provided that the following shall in any event
be permitted: (i) the Transaction; (ii) intercompany transactions among the U.S.
Borrower and its Subsidiaries to the extent expressly permitted by Sections
9.02, 9.04, 9.05 and 9.06; (iii) the payment of consulting or other fees to the
U.S. Borrower by any of its Subsidiaries in the ordinary course of business;
(iv) customary fees to non-officer directors of the U.S. Borrower and its
Subsidiaries; (v) the U.S. Borrower and its Subsidiaries may enter into the
employment arrangements with respect to the procurement of services with their
respective officers and employees in the ordinary course of business; (vi)
Dividends may be paid by Holdings to the extent permitted by Section 9.06; (vii)
the payment of customary fees (excluding management fees) to the Agents and
their Affiliates for services rendered (including, without limitation, any
underwriting discounts and commissions); and (viii) transactions between the
U.S. Borrower and/or any of its Subsidiaries and their respective Affiliates
listed on Schedule XVI hereto. In no event shall any management, consulting or
similar fee be paid or payable by Holdings or any of its Subsidiaries to any
Affiliate (other than the U.S. Borrower or any other Credit Party), except as
specifically provided in this Section 9.07.

                  9.08 Consolidated Interest Coverage Ratio. Holdings will not
permit the Consolidated Interest Coverage Ratio for any Test Period ended on the
last day of a Fiscal Quarter set forth below to be less than the ratio set forth
opposite such Fiscal Quarter below:

<TABLE>
<CAPTION>
             Fiscal Quarter                                   Ratio
             --------------                                   -----
<S>                                                          <C>
2nd Fiscal Quarter of Fiscal Year 2003                       2.50:1.0
3rd Fiscal Quarter of Fiscal Year 2003                       2.50:1.0
4th Fiscal Quarter of Fiscal Year 2003                       2.50:1.0

1st Fiscal Quarter of Fiscal Year 2004                       2.50:1.0
2nd Fiscal Quarter of Fiscal Year 2004                       2.50:1.0
3rd Fiscal Quarter of Fiscal Year 2004                       2.50:1.0
4th Fiscal Quarter of Fiscal Year 2004                       2.50:1.0

1st Fiscal Quarter of Fiscal Year 2005                       2.55:1.0
2nd Fiscal Quarter of Fiscal Year 2005                       2.60:1.0
3rd Fiscal Quarter of Fiscal Year 2005                       2.65:1.0
4th Fiscal Quarter of Fiscal Year 2005                       2.70:1.0

1st Fiscal Quarter of Fiscal Year 2006                       2.70:1.0
and each Fiscal Quarter thereafter
</TABLE>

For purposes of making determinations of compliance with this Section 9.08
pursuant to Section 8.15(a) only, the Consolidated Interest Coverage Ratio shall
be calculated on a Pro Forma Basis.

                                     -153-
<PAGE>

                  9.09 Consolidated Fixed Charge Coverage Ratio. Holdings will
not permit the Consolidated Fixed Charge Coverage Ratio for any Test Period
ending on the last day of any Fiscal Quarter of Holdings to be less than the
ratio set forth opposite such Fiscal Quarter below:

<TABLE>
<CAPTION>
         Fiscal Quarter Ended                                 Ratio
         --------------------                                 -----
<S>                                                          <C>
2nd Fiscal Quarter of Fiscal Year 2003                       1.10:1.0
3rd Fiscal Quarter of Fiscal Year 2003                       1.10:1.0
4th Fiscal Quarter of Fiscal Year 2003                       1.10:1.0

1st Fiscal Quarter of Fiscal Year 2004                       1.10:1.0
2nd Fiscal Quarter of Fiscal Year 2004                       1.10:1.0
3rd Fiscal Quarter of Fiscal Year 2004                       1.10:1.0
4th Fiscal Quarter of Fiscal Year 2004                       1.10:1.0

1st Fiscal Quarter of Fiscal Year 2005                       1.15:1.0
and each Fiscal Quarter thereafter
</TABLE>

For purposes of making determinations of compliance with this Section 9.09
pursuant to Section 8.15(a) only, the Consolidated Fixed Charge Coverage Ratio
shall be calculated on a Pro Forma Basis.

                  9.10 Leverage Ratio. Holdings will not permit the Leverage
Ratio at any time during a period set forth below to be greater than the ratio
set forth opposite such period below:

<TABLE>
<CAPTION>
                            Period                                        Ratio
                            ------                                        -----
<S>                                                                      <C>
Initial Borrowing  Date to and  including  the day occurring             5.25:1.0
prior to the last day of the 2nd Fiscal Quarter of Fiscal
Year 2004

Last day of the 2nd Fiscal  Quarter  of Fiscal  Year 2004 to             5.00:1.0
and including the day occurring prior to the last day of 4th
Fiscal Quarter of Fiscal Year 2004

Last day of the 4th Fiscal Quarter of Fiscal Year 2004 to  ....          4.75:1.0
and including the day occurring prior to the last day of 1st
Fiscal Quarter of Fiscal Year 2005

Last day of the 1st Fiscal Quarter of Fiscal Year 2005 to                4.50:1.0
and including the day occurring prior to the last day of 2nd
Fiscal Quarter of Fiscal Year 2005

Last day of the 2nd Fiscal Quarter of Fiscal Year 2005 to                4.35:1.0
and including the day occurring prior to the last day of the
3rd Fiscal Quarter of Fiscal Year 2005
</TABLE>

                                     -154-
<PAGE>

<TABLE>
<CAPTION>
                            Period                                        Ratio
                            ------                                        -----
<S>                                                                      <C>
Last day of the 3rd Fiscal Quarter of Fiscal Year 2005 to                4.25:1.0
and including the day occurring prior to the last day of the
4th Fiscal Quarter of Fiscal Year 2005

Last day of the 4th Fiscal Quarter of Fiscal Year 2005 to                4.00:1.0
and including the day occurring prior to the last day of 2nd
Fiscal Quarter of Fiscal Year 2006

Last day of the 2nd Fiscal Quarter of Fiscal Year 2006 to                3.85:1.0
and including the day occurring prior to the last day of 4th
Fiscal Quarter of Fiscal Year 2006

Last day of the 4th Fiscal Quarter of Fiscal Year 2006 to                3.75:1.0
and including the day occurring prior to the last day of the
3rd Fiscal Quarter of Fiscal Year 2007

Last day of the 3rd Fiscal Quarter of Fiscal Year 2007 and               3.50:1.0
thereafter
</TABLE>

Notwithstanding anything to the contrary contained in the table set forth above,
at any time from November 1 to and including the last day of the 1st Fiscal
Quarter of each Fiscal Year, the Leverage Ratio as otherwise set forth in the
table above for the applicable period shall be adjusted by increasing the ratio
by 0.25 (for example, for the period from November 1, 2003 to and including the
last day of the 1st Fiscal Quarter of Fiscal Year 2004, the Leverage Ratio would
be increased from 5.25:1.00 to 5.50:1.00). All determinations of the Leverage
Ratio for purposes of this Section 9.10 shall include Consolidated EBITDA as
calculated on a Pro Forma Basis to give effect to all Permitted Acquisitions and
Significant Asset Sales, if any, effected during (but not after) the respective
Test Period for which Consolidated EBITDA is being determined; provided that for
purposes of making determinations of compliance with this Section 9.10 pursuant
to Section 8.15(a), the Leverage Ratio shall be calculated on a Pro Forma Basis
as otherwise required by the definition of Pro Forma Basis contained herein.

                  9.11 Minimum Consolidated EBITDA. Holdings will not permit
Consolidated EBITDA for any Test Period ending on the last day of a Fiscal
Quarter of Holdings set forth below to be less than the respective amount set
forth opposite such Fiscal Quarter below:

<TABLE>
<CAPTION>
         Fiscal Quarter Ending                             Amount
         ---------------------                             ------
<S>                                                     <C>
2nd Fiscal Quarter of Fiscal Year 2003                  $115,000,000
3rd Fiscal Quarter of Fiscal Year 2003                  $190,000,000
4th Fiscal Quarter of Fiscal Year 2003                  $260,000,000
</TABLE>

                                     -155-
<PAGE>

<TABLE>
<CAPTION>
         Fiscal Quarter Ending                             Amount
         ---------------------                             ------
<S>                                                     <C>
1st Fiscal Quarter of Fiscal Year 2004                  $345,000,000
2nd Fiscal Quarter of Fiscal Year 2004                  $350,000,000
3rd Fiscal Quarter of Fiscal Year 2004                  $355,000,000
4th Fiscal Quarter of Fiscal Year 2004                  $355,000,000

1st Fiscal Quarter of Fiscal Year 2005                  $360,000,000
2nd Fiscal Quarter of Fiscal Year 2005                  $365,000,000
3rd Fiscal Quarter of Fiscal Year 2005                  $370,000,000
4th Fiscal Quarter of Fiscal Year 2005                  $375,000,000

1st Fiscal Quarter of Fiscal Year 2006                  $385,000,000
2nd Fiscal Quarter of Fiscal Year 2006                  $385,000,000
3rd Fiscal Quarter of Fiscal Year 2006                  $385,000,000
4th Fiscal Quarter of Fiscal Year 2006                  $385,000,000

1st Fiscal Quarter of Fiscal Year 2007 and              $390,000,000
thereafter
</TABLE>

                  9.12 Capital Expenditures. (a) Holdings will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
(i) during the period from the Initial Borrowing Date through and including the
last day of Fiscal Year 2003, the U.S. Borrower and its Subsidiaries may make
Capital Expenditures in an aggregate amount not to exceed $80,000,000 and (ii)
during any Fiscal Year of Holdings set forth below (taken as one accounting
period), the U.S. Borrower and its Subsidiaries may make Capital Expenditures so
long as the aggregate amount of such Capital Expenditures does not exceed the
amount set forth below opposite such Fiscal Year below:

<TABLE>
<CAPTION>
  Fiscal Year                                                      Amount
  -----------                                                      ------
<S>                                                             <C>
Fiscal Year 2004                                                $150,000,000
Fiscal Year 2005                                                $150,000,000
Fiscal Year 2006                                                $150,000,000
Fiscal Year 2007                                                $150,000,000
Fiscal Year 2008                                                $150,000,000
</TABLE>

                  (b)      Notwithstanding the foregoing, in the event that the
amount of Capital Expenditures permitted to be made by the U.S. Borrower and its
Subsidiaries pursuant to clause (a) above in any Fiscal Year of Holdings (or
during the period set forth in clause (a)(i) above) (before giving effect to any
increase in such permitted Capital Expenditure amount pursuant to this clause
(b)) is greater than the amount of Capital Expenditures actually made by the
U.S. Borrower and its Subsidiaries during such Fiscal Year (or period, as the
case may be), the lesser of (x) such excess and (y) 100% of the applicable
permitted scheduled Capital Expenditure amount as set forth in such clause (a)
above may be carried forward and utilized to make Capital Expenditures in the
immediately succeeding Fiscal Year, provided that no amounts once carried

                                     -156-
<PAGE>

forward pursuant to this Section 9.12(b) may be carried forward to any
subsequent Fiscal Year of Holdings thereafter and such amounts may only be
utilized after the U.S. Borrower and its Subsidiaries have utilized in full the
permitted Capital Expenditure amount for such period as set forth in the table
in clause (a) above (without giving effect to any increase in such amount
pursuant to this clause (b)).

                  (c)      In addition to the foregoing, the U.S. Borrower and
its Subsidiaries may make additional Capital Expenditures (which Capital
Expenditures will not be included in any determination under Section 9.12(a) or
(b)) with the Net Sale Proceeds of Asset Sales to the extent such Net Sale
Proceeds do not require, or result in, a mandatory repayment of Term Loans
and/or a mandatory reduction to the Total Incremental Term Loan Commitment
and/or the Total Revolving Loan Commitment pursuant to Section 4.02(c) and such
proceeds are reinvested within 360 days (subject to a six month extension for
contractual commitments that are not completed during such 360-day period)
following the date of such Asset Sale in accordance with the requirements of
said Section.

                  (d)      In addition to the foregoing, the U.S. Borrower and
its Subsidiaries may make additional Capital Expenditures (which Capital
Expenditures will not be included in any determination under Section 9.12(a) or
(b)) with the insurance proceeds received by the U.S. Borrower or any of its
Subsidiaries from any Recovery Event so long as such Capital Expenditures are to
replace or restore any properties or assets in respect of which such proceeds
were paid within 360 days (subject to a six month extension for contractual
commitments that are not completed during such 360-day period) following the
date of the receipt of such insurance proceeds, in each case to the extent such
insurance proceeds do not require, or result in, a mandatory repayment of Term
Loans and/or a mandatory reduction to the Total Incremental Term Loan Commitment
and/or the Total Revolving Loan Commitment pursuant to Section 4.02(f).

                  (e)      In addition to the foregoing, the Borrowers and the
Subsidiary Guarantors may make additional Capital Expenditures (which Capital
Expenditures will not be included in any determination under Section 9.12(a) or
(b)) constituting Permitted Acquisitions effected in accordance with the
requirements of Section 8.15.

                  (f)      In addition to the foregoing, the U.S. Borrower and
the Subsidiary Guarantors may make additional Capital Expenditures (which
Capital Expenditures will not be included in any determination under Section
9.12(a) or (b)) on the Third Amendment Effective Date arising in connection with
the exercise of the purchase option under the HQ Lease Agreements.

                  9.13 Bank Debt Leverage Ratio. Holdings will not permit the
Bank Debt Leverage Ratio at any time during a period set forth below to be
greater than the ratio set forth opposite such period below:

<TABLE>
<CAPTION>
                              Period                                              Ratio
                              ------                                              -----
<S>                                                                             <C>
First Amendment Effective Date to and including the day prior                   1.35:1.00
to the last day of the 2nd Fiscal Quarter of Fiscal
Year 2003
</TABLE>

                                     -157-
<PAGE>

<TABLE>
<S>                                                                             <C>
Last Day of the 2nd Fiscal Quarter of Fiscal Year                               1.25:1.0
2003 to and including the day occurring prior to the
last day of the 1st Fiscal Quarter of Fiscal Year 2004

Last Day of the 1st Fiscal Quarter of Fiscal Year 2004 to and                   1.15:1.0
including the day occurring prior to the last day of
3rd Fiscal Quarter of Fiscal Year 2004

Last Day of the 3rd Fiscal Quarter of Fiscal Year 2004 to and                   1.10:1.0
including the day occurring prior to the last day of the 1st Fiscal
Quarter of Fiscal Year 2005

Last Day of the 1st Fiscal Quarter of Fiscal Year 2005                          1.00:1.0
and thereafter
</TABLE>

Notwithstanding anything to the contrary contained in the table set forth above,
at any time from November 1 to and including the last day of the 1st Fiscal
Quarter of each Fiscal Year, the Bank Debt Leverage Ratio as otherwise set forth
in the table above for the applicable period shall be adjusted by increasing the
ratio by 0.25 (for example, for the period from November 1, 2003 to and
including the day prior to the last day of the 1st Fiscal Quarter of Fiscal Year
2004, the Bank Debt Leverage Ratio would be increased from 1.25:1.00 to
1.50:1.00). All determinations of the Bank Debt Leverage Ratio for purposes of
this Section 9.13 shall include Consolidated EBITDA as calculated on a Pro Forma
Basis to give effect to all Permitted Acquisitions and Significant Asset Sales,
if any, effected during (but not after) the respective Test Period for which
Consolidated EBITDA is being determined; provided that for purposes of making
determinations of compliance with this Section 9.13 pursuant to Section 8.15(a),
the Bank Debt Leverage Ratio shall be calculated on a Pro Forma Basis as
otherwise required by the definition of Pro Forma Basis contained herein.

                  9.14 Limitation on Voluntary Payments and Modifications of
Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain
Other Agreements; Issuances of Capital Stock; etc. (a) No Credit Agreement Party
will, and no Credit Agreement Party will permit any of its Subsidiaries to:

                  (i)      make (or give any notice in respect of) any voluntary
         or optional payment or prepayment on or redemption, repurchase or
         acquisition for value of (including, without limitation, by way of
         depositing with the trustee with respect thereto or any other Person
         money or securities before due for the purpose of paying when due), or
         any prepayment, repurchase, redemption or acquisition for value as a
         result of any asset sale, change of control or similar event of any New
         Senior Notes, any New 2010 Senior Notes, any Existing Indebtedness
         (other than Scheduled Existing Indebtedness), or, after the incurrence
         or issuance thereof, any Permitted Refinancing Indebtedness,
         Shareholder Subordinated Notes (except to the extent expressly
         permitted under Section 9.06(viii)),

                                     -158-
<PAGE>

         Qualified Preferred Stock or Permitted Acquired Debt; provided that (v)
         the New 2010 Senior Notes may be exchanged for New 2010 Exchange Senior
         Notes in accordance with the requirements of the respective definitions
         thereof and the relevant provisions of this Agreement, (w) the New
         Senior Notes may be exchanged for New Exchange Senior Notes in
         accordance with the requirements of the respective definitions thereof
         and the relevant provisions of this Agreement, (x) so long as no Event
         of Default then exists or would result therefrom, the Post-Closing
         Refinancing may be consummated in accordance with the requirements of
         Section 8.21, (y) so long as no Specified Default and no Event of
         Default then exists or would result therefrom, any Scheduled Existing
         Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing
         Indebtedness incurred to refinance same may be refinanced with
         Permitted Refinancing Indebtedness in accordance with the requirements
         of this Agreement and (z) the U.S. Borrower may redeem New Senior
         Notes, New 2010 Senior Notes or Existing Senior Notes with the proceeds
         of any sale of Equity Interests by, or capital contribution to,
         Holdings not required to be applied as a mandatory repayment and/or
         commitment reduction in accordance with the requirements of Section
         4.02(e) and the definition of Applicable Prepayment Percentage, so long
         as (I) no Default or Event of Default then exists or would result
         therefrom and (II) any such redemption is effected in accordance with
         the terms of the relevant indenture governing such senior notes and all
         applicable law;

                  (ii)     amend or modify, or permit the amendment or
         modification of, any provision of any New Senior Notes Document, any
         New 2010 Senior Notes Document or any Existing Senior Notes Document,
         other than any technical or clarifying amendments, modifications or
         changes to any such Documents that are not in any way adverse to the
         interests of the Lenders and do not relate to the subordination
         provisions contained therein; or

                  (iii)    amend, modify or change any Merger Document, any
         Permitted Acquired Debt, any Permitted Refinancing Indebtedness, any
         Tax Allocation Agreement, any Management Agreement, any Qualified
         Preferred Stock, its certificate of incorporation (including, without
         limitation, by the filing or modification of any certificate of
         designation), by-laws, certificate of partnership, partnership
         agreement, certificate of limited liability company, limited liability
         company agreement (or equivalent organizational documents) or any
         agreement entered into by it, with respect to its capital stock or
         other Equity Interests (including any Shareholders' Agreement), or
         enter into any new Tax Allocation Agreement, Management Agreement or
         agreement with respect to its capital stock or other Equity Interests,
         other than (A) any change to Permitted Acquired Debt or Permitted
         Refinancing Indebtedness as a result of the refinancing thereof as
         permitted by Section 9.13(i), (B) any amendments or modifications to
         Permitted Refinancing Debt or Qualified Preferred Stock consistent with
         the definitions thereof provided herein and (C) any amendments,
         modifications or changes pursuant to this clause (iii) and any such new
         agreements pursuant to this clause (iii), (x) which do not in any way
         adversely affect the interests of the Lenders, (y), in the case of any
         Management Agreement, which does not involve the payment by Holdings or
         any of its Subsidiaries of any amount which could give rise to a
         violation of this Agreement and (z) any amendment to such Person's
         respective certificates of incorporation or other organizational
         documents to authorize the

                                     -159-
<PAGE>

         issuance of capital stock or other Equity Interests otherwise permitted
         to be issued pursuant to the terms of this Agreement.

                  (b)      Neither Holdings nor any of its Subsidiaries shall
designate any Indebtedness (other than the Obligations) as "Designated Guarantor
Senior Debt" for purposes of the New Senior Notes Documents, the New 2010 Senior
Notes Documents or the Existing Senior Notes Documents.

                  9.15 Limitation on Issuance of Equity Interests. (a) Holdings
will not issue (i) any Preferred Equity (or any options, warrants or rights to
purchase Preferred Equity) (other than Qualified Preferred Stock issued pursuant
to clause (c) below) or (ii) any redeemable common stock or equivalent common
Equity Interests.

                  (b)      No Borrower shall, nor shall permit any of its
Subsidiaries to, issue any capital stock or other Equity Interests (including by
way of sales of treasury stock), except (i) for transfers and replacements of
then outstanding shares of capital stock or other Equity Interests, (ii) for
stock splits, stock dividends and additional issuances which do not decrease the
aggregate percentage ownership of Holdings and its Subsidiaries in any class of
the capital stock or other Equity Interests of such Subsidiaries, (iii) in the
case of Foreign Subsidiaries of the U.S. Borrower, to qualify directors to the
extent required by applicable law, (iv) Subsidiaries formed after the Effective
Date pursuant to Section 9.17 may issue capital stock or other Equity Interests
in accordance with the requirements of Section 9.17, (v) issuances of Equity
Interests (including Preferred Equity) by any Wholly-Owned Subsidiary of the
U.S. Borrower to one or more other Wholly-Owned Subsidiaries of the U.S.
Borrower and (vi) in the case of the U.S. Borrower, issuances of Qualified
Preferred Stock in accordance with the requirements of Section 9.15(d) below.
All capital stock or other Equity Interests issued in accordance with this
Section 9.15(b) shall, to the extent required by the relevant Security Document,
be delivered to the Collateral Agent for pledge pursuant to such Security
Document.

                  (c)      Holdings may from time to time (i) issue Qualified
Preferred Stock, so long as (x) no Default or Event of Default shall exist at
the time of any such issuance or immediately after giving effect thereto, and
(y) with respect to each issuance of Qualified Preferred Stock, the gross cash
proceeds therefrom (or in the case of Qualified Preferred Stock directly issued
as consideration for a Permitted Acquisition, the Fair Market Value thereof of
the assets received therefor) shall be at least equal to 100% of the liquidation
preference thereof at the time of issuance and (ii) issue additional shares of
Qualified Preferred Stock to pay in kind regularly scheduled Dividends on
Qualified Preferred Stock theretofore issued in compliance with this Section
9.15(c).

                  (d)      The U.S. Borrower may from time to time issue
Qualified Preferred Stock, so long as (x) no Default or Event of Default shall
exist at the time of any such issuance or immediately after giving effect
thereto, (y) the aggregate liquidation preference of all Qualified Preferred
Stock issued by the U.S. Borrower in reliance on this clause (d) (i) shall not
exceed $50,000,000 in the aggregate for all such issuances of Qualified
Preferred Stock and (z) immediately after the issuance thereof, all shares of
such Qualified Preferred Stock are transferred to a Section 461(f) Trust.

                                     -160-
<PAGE>

                  9.16 Limitation on Certain Restrictions on Subsidiaries. No
Credit Agreement Party will, nor will permit any of its Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective, any encumbrance or restriction on the ability of any such Subsidiary
to (x) pay dividends or make any other distributions on its capital stock or any
other Equity Interests or participation in its profits owned by Holdings or any
Subsidiary of Holdings, or pay any Indebtedness owed to Holdings or a Subsidiary
of Holdings, (y) make loans or advances to Holdings or any Subsidiary of
Holdings or (z) transfer any of its properties or assets to Holdings or any of
its Subsidiaries, except for such encumbrances or restrictions existing under or
by reason of (i) applicable law, (ii) this Agreement and the other Credit
Documents, (iii) customary provisions restricting subletting or assignment of
any lease governing a leasehold interest of the U.S. Borrower or a Subsidiary of
the U.S. Borrower, (iv) customary provisions restricting assignment of any
licensing agreement (in which the U.S. Borrower or any of its Subsidiaries is
the licensee) or any other contract entered into by the U.S. Borrower or any
Subsidiary of the U.S. Borrower in the ordinary course of business, (v) any
agreement or instrument governing Permitted Acquired Debt, which encumbrance or
restriction is not applicable to any Person or the properties or assets of any
Person, other than the Person or the properties or assets of the Person acquired
pursuant to the respective Permitted Acquisition and so long as the respective
encumbrances or restrictions were not created (or made more restrictive) in
connection with or in anticipation of the respective Permitted Acquisition, (vi)
restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time
of the acquisition thereof as a result of an Investment pursuant to Section 9.05
or a Permitted Acquisition effected in accordance with Section 8.15; provided
that the restrictions applicable to such joint venture are not made more
burdensome, from the perspective of the U.S. Borrower and its Subsidiaries, than
those as in effect immediately before giving effect to the consummation of the
respective Investment or Permitted Acquisition; (vii) any restriction or
encumbrance with respect to assets subject to Liens permitted by Sections
9.03(iv), (x), (xi), (xii) and (xvi); (viii) the New Senior Notes Documents;
(ix) the New 2010 Senior Notes Documents; (x) the Existing 2009 Senior Notes
Documents; and (xi) the Existing 2013 Senior Notes Documents.

                  9.17 Limitation on the Creation of Subsidiaries and Joint
Ventures. (a) Except as otherwise specifically provided in immediately
succeeding clause (b), Holdings will not, and will not permit any of its
Subsidiaries to, establish, create or acquire after the Initial Borrowing Date
any Subsidiary, provided that the U.S. Borrower and its Wholly-Owned
Subsidiaries shall be permitted to establish or create Wholly-Owned Subsidiaries
so long as (A) at least 15 Business Days' (or such lesser period as is
acceptable to the Administrative Agent in any given case) prior written notice
thereof is given to the Administrative Agent (provided that no such notice shall
be required to be given in the case of a Shell Corporation), (B) subject to
Sections 8.11(d) and 8.12, the Equity Interests of each such new Wholly-Owned
Subsidiary (if same is an Unrestricted Subsidiary) are pledged pursuant to, and
to the extent required by, the applicable Pledge Agreements and/or Foreign
Security Agreements and, if such Equity Interests constitute certificated Equity
Interests, the certificates representing such Equity Interests, together with
stock or other powers duly executed in blank, are delivered to the Collateral
Agent for the benefit of the Secured Creditors, (C) to the extent such new
Wholly-Owned Subsidiary is required, in accordance with the applicable
provisions of Section 8.11, to become a U.S. Subsidiary Guarantor, (i) such new
Wholly-Owned Subsidiary executes and delivers counterparts of the U.S.
Subsidiaries Guaranty, the Intercompany Subordination Agreement and such
Security

                                     -161-
<PAGE>

Documents as would have been entered into by the respective Subsidiary if same
had been a U.S. Subsidiary Guarantor on the Initial Borrowing Date, and takes
all action in connection therewith as would otherwise have been required to be
taken pursuant to Section 5 if such new Wholly-Owned Subsidiary had been a U.S.
Credit Party on the Initial Borrowing Date, (D) to the extent such new
Wholly-Owned Subsidiary is organized in a Qualified Non-U.S. Jurisdiction and is
required, in accordance with the applicable provisions of Section 8.11, to
become a Foreign Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary
executes and delivers counterparts of the Foreign Subsidiaries Guaranty, the
Intercompany Subordination Agreement and such Security Documents as would have
been entered into by the respective Subsidiary if same had been a Foreign
Subsidiary Guarantor on the Initial Borrowing Date (determined in accordance
with the criteria described in Sections 5.15, 5.17 and 5.18(b)), and takes all
action in connection therewith as would otherwise have been required to be taken
pursuant to Section 5 if such new Wholly-Owned Subsidiary had been a Foreign
Credit Party on the Initial Borrowing Date, (E) to the extent such new
Wholly-Owned Subsidiary is organized in a Non-Qualified Jurisdiction and is
required, in accordance with the applicable provisions of Section 8.11, to
become a Foreign Subsidiary Guarantor, (i) such new Wholly-Owned Subsidiary
executes and delivers counterparts of the Foreign Subsidiaries Guaranty and, in
each case unless the Administrative Agent otherwise agrees based on advice of
local counsel, the Intercompany Subordination Agreement and such Security
Documents as would have been entered into by the respective Subsidiary if same
had been a Foreign Subsidiary Guarantor organized in such Non-Qualified
Jurisdiction on the Initial Borrowing Date (determined in accordance with the
criteria described in Sections 5.15, 5.17 and 5.18(b)), and takes all action in
connection therewith as would otherwise have been required to be taken pursuant
to Section 5 if such new Wholly-Owned Subsidiary had been a Foreign Credit Party
organized in such Non-Qualified Jurisdiction on the Initial Borrowing Date and
(F) such new Wholly-Owned Subsidiary, to the extent requested by any Agent or
the Required Lenders, takes all other actions required pursuant to Section 8.11
(including, without limitation, to, at its own expense, execute, acknowledge and
deliver, or cause the execution, acknowledgment and delivery of, and thereafter
register, file or record in any appropriate governmental office, any document or
instrument reasonably deemed by the Collateral Agent to be necessary or
desirable for the creation and perfection of the Liens on its assets intended to
be created pursuant to the applicable Security Documents); provided that (x) in
the case of a Shell Corporation created or established by the U.S. Borrower or
any of its Wholly-Owned Subsidiaries, the actions described in clauses (B), (C),
(D) and (E) and applicable to such Shell Corporation shall not be required to be
taken (so long as same remains a Shell Corporation) until 60 days after the
creation or establishment of such Shell Corporation and (y) in the case of a
newly-formed Wholly-Owned Subsidiary of the U.S. Borrower organized in (i) a
Qualified Non-U.S. Jurisdiction or (ii) a Non-Qualified Jurisdiction in which an
existing Foreign Subsidiary Guarantor is organized, the actions described in
clauses (D), (E) and (F) and applicable to such Wholly-Owned Subsidiary, shall
not be required to be taken by such Wholly-Owned Subsidiary if the gross book
value of its assets (determined as of the last day of the calendar month then
last ended) is less than $10,000,000, until (and only until) the aggregate gross
book value of all Wholly-Owned Subsidiaries which have not taken the actions
described in clauses (D), (E) and (F) and applicable to such Wholly-Owned
Subsidiaries in reliance on this proviso (determined as of the last day of the
calendar month then last ended) exceeds $20,000,000, at which time all such
excluded Wholly-Owned Subsidiaries (and not just those Wholly-Owned Subsidiaries
required to reduce the aggregate gross book value of such excluded

                                     -162-
<PAGE>

Wholly-Owned Subsidiaries to below $20,000,000) shall take the actions described
in clauses (D), (E) and (F) and applicable to such Wholly-Owned Subsidiaries.

                  (b)      In addition to Subsidiaries of the U.S. Borrower
created pursuant to preceding clause (a), the U.S. Borrower and its Subsidiaries
may establish, acquire or create, and make Investments in, Non-Wholly Owned
Subsidiaries after the Initial Borrowing Date as a result of Permitted
Acquisitions (subject to the limitations contained in the definition thereof)
and Investments expressly permitted to be made pursuant to Section 9.05,
provided that (x) all Equity Interests of each such Non-Wholly Owned Subsidiary
which is an Unrestricted Subsidiary shall be pledged by any Credit Party which
owns same to the extent required by the Pledge Agreements or relevant Foreign
Security Agreements, and (y) any actions required to be taken pursuant to
Section 8.11 in connection with the establishment of, or Investments in, the
respective Subsidiaries are taken in accordance with the requirements of said
Section 8.11.

                  9.18 Special Restrictions Relating to Principal Property. No
Credit Agreement Party will, nor will permit any of its Subsidiaries to, (i) own
any Principal Property (other than the Principal Properties designated on
Schedule XVII hereto), (ii) permit any Property owned by such Credit Agreement
Party or such Subsidiary which is not a Principal Property on the Initial
Borrowing Date to become a Principal Property after the Initial Borrowing Date
or (iii) directly or indirectly, create, incur, issue, assume, guarantee or
otherwise become liable for or suffer to exist any Indebtedness secured by a
Lien on Principal Property.

                  SECTION 10. Events of Default. Upon the occurrence of any of
the following specified events (each, an "Event of Default"):

                  10.01 Payments. Either Borrower shall (i) default in the
payment when due of any principal of any Loan or Note, (ii) default, and such
default shall continue for three or more Business Days, in the payment when due
of any Unpaid Drawing, any Unreimbursed Payment, any interest on any Loan or
Note or any Fees or (iii) default, and such default shall continue for 10 or
more Business Days after notice to either Borrower by the Administrative Agent
or any Lender, in the payment when due of any other amounts owing hereunder or
under any other Credit Document; or

                  10.02 Representations, etc. (a) Any representation, warranty
or statement made or deemed made by any Credit Party herein or in any other
Credit Document (other than a Foreign Security Document) or in any statement or
certificate delivered pursuant hereto or thereto shall prove to be untrue in any
material respect on the date as of which made or deemed made, (b) any
representation, warranty or statement which is qualified by a materiality
standard of any kind and is made or deemed made by any Foreign Credit Party in
any Foreign Security Document or in any statement or certificate delivered
pursuant to any Foreign Security Document shall prove to be untrue in any
material respect on the date as of which made or deemed made and (c) any
material representation, warranty or statement which is not qualified by a
materiality standard of any kind and is made or deemed made by any Foreign
Credit Party in any Foreign Security Document or in any statement or certificate
delivered pursuant to any Foreign Security Document shall prove to be untrue in
any material respect on the date as of which made or deemed made; or

                                     -163-
<PAGE>

                  10.03 Covenants. Holdings or any of its Subsidiaries shall (a)
default in the due performance or observance by it of any term, covenant or
agreement contained in Section 2B.07, 8.01(f)(i), 8.10, 8.11, 8.13, 8.15, 8.19,
8.20, 8.21, 8.25 or 9, or (b) default in the due performance or observance by it
of any term, covenant or agreement contained in this Agreement (other than those
referred to in Section 10.01, 10.02 or clause (a) of this Section 10.03) and
such default shall continue unremedied for a period of at least 30 days after
notice to the defaulting party by the Administrative Agent or the Required
Lenders; or

                  10.04 Default Under Other Agreements. (a) Holdings or any of
its Subsidiaries shall (i) default in any payment with respect to any
Indebtedness (other than the Obligations) beyond the period of grace, if any,
provided in the instrument or agreement under which Indebtedness was created or
(ii) default in the observance or performance of any agreement or condition
relating to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause (determined without regard
to whether any notice is required), any such Indebtedness to become due prior to
its stated maturity; or (b) any Indebtedness (other than the Obligations) of
Holdings or any of its Subsidiaries shall be declared to be (or shall become)
due and payable, or shall be required to be prepaid other than by a regularly
scheduled required prepayment, prior to the stated maturity thereof; provided
that it shall not constitute an Event of Default pursuant to clause (a) or (b)
of this Section 10.04 unless the principal amount of any one issue of such
Indebtedness, or the aggregate amount of all such Indebtedness referred to in
clauses (a) and (b) above, equals or exceeds $25,000,000; or

                  10.05 Bankruptcy, etc. Holdings or any of its Subsidiaries
shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled "Bankruptcy," as now or hereafter in effect, or any
successor thereto (the "Bankruptcy Code"); or an involuntary case is commenced
against Holdings or any of its Subsidiaries and the petition is not controverted
within 10 days, or is not dismissed within 60 days, after commencement of the
case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or
takes charge of, all or substantially all of the property of Holdings or any of
its Subsidiaries; or Holdings or any of its Subsidiaries commences any other
proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any
jurisdiction whether now or hereafter in effect relating to Holdings or any of
its Subsidiaries; or there is commenced against Holdings or any of its
Subsidiaries any such proceeding which remains undismissed for a period of 60
days; or Holdings or any of its Subsidiaries is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or Holdings or any of its Subsidiaries suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or
Holdings or any of its Subsidiaries makes a general assignment for the benefit
of creditors; or any Company action is taken by Holdings or any of its
Subsidiaries for the purpose of effecting any of the foregoing; or

                  10.06 ERISA. (a) Any Plan shall fail to satisfy the minimum
funding standard required for any plan year or part thereof under Section 412 of
the Code or Section 302 of ERISA or a waiver of such standard or extension of
any amortization period is sought or granted

                                     -164-
<PAGE>

under Section 412 of the Code or Section 303 or 304 of ERISA, a Reportable Event
shall have occurred, a contributing sponsor (as defined in Section 4001(a)(13)
of ERISA) of a Plan subject to Title IV of ERISA shall be subject to the advance
reporting requirement of PBGC Regulation Section 4043.61 (without regard to
subparagraph (b)(1) thereof) and an event described in subsection .62, .63, .64,
..65, .66, .67 or .68 of PBGC Regulation Section 4043 shall be reasonably
expected to occur with respect to such Plan within the following 30 days which
will result in a Material Adverse Effect, any Plan which is subject to Title IV
of ERISA shall have had or is likely to have a trustee appointed to administer
such Plan pursuant to Section 4042(b) of ERISA, any Plan or Multiemployer Plan
which is subject to Title IV of ERISA is, shall have been or is likely to be
involuntarily terminated or to be the subject of termination proceedings under
ERISA, any Plan subject to Title IV of ERISA shall have an Unfunded Current
Liability, a contribution required to be made with respect to a Plan subject to
Title IV of ERISA or Multiemployer Plan or a Foreign Pension Plan has not been
made within 60 days of when due, Holdings or any Subsidiary of Holdings or any
ERISA Affiliate has incurred or is likely to incur any liability to or on
account of a Plan subject to Title IV of ERISA or Multiemployer Plan under
Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of
ERISA or Section 401(a)(29), 4971 or 4975 of the Code or on account of a group
health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the
Code) under Section 4980B of the Code, or Holdings or any Subsidiary of Holdings
has incurred or is likely to incur liabilities pursuant to one or more employee
welfare benefit plans (as defined in Section 3(1) of ERISA) that provide
benefits to retired employees or other former employees (other than as required
by Section 601 of ERISA) or Plans or Foreign Pension Plans, a "default" within
the meaning of Section 4219(c)(5) of ERISA, shall occur with respect to any Plan
or Multiemployer Plan; (b) there shall result from any such event or events
described above in this Section 10.06 the imposition of a lien, the granting of
a security interest, or a liability or a material risk of incurring a liability
resulting from any event described in clause (a) above; and (c) such lien,
security interest or liability, individually and/or in the aggregate, in the
reasonable opinion of the Required Lenders, has had, or could reasonably be
expected to have, a Material Adverse Effect; or

                  10.07 Security Documents. (a) Any Security Document shall
cease to be in full force and effect (except in accordance with the terms
thereof), or shall cease to give the Collateral Agent for the benefit of the
Secured Creditors the Liens, rights, powers and privileges purported to be
created thereby (including, without limitation, a perfected security interest
in, and Lien on, all of the Collateral), in favor of the Collateral Agent,
superior to and prior to the rights of all third Persons (except as permitted by
Section 9.03), and subject to no other Liens (except as permitted by Section
9.03), or (b) any Credit Party shall default in the due performance or
observance of any term, covenant or agreement on its part to be performed or
observed pursuant to any such Security Document and such default shall continue
beyond any cure or grace period specifically applicable thereto pursuant to the
terms of any such Security Document; provided that (i) the occurrence of an
Excluded Event shall not give rise to an Event of Default under this Section
10.07 (ii) the failure to have a perfected and enforceable Lien on Collateral in
favor of the Collateral Agent shall not give rise to an Event of Default under
this Section 10.07, unless the aggregate fair market value of all Collateral
over which the Collateral Agent fails to have a perfected and enforceable Lien
(exclusive of Collateral that is the subject of an Excluded Event) equals or
exceeds $10,000,000 and (iii) in the case of any default described in clause (b)
above in the due performance or observance of any covenant or agreement
contained in any Foreign Security Document that is not (directly or indirectly)
related to the

                                     -165-
<PAGE>

perfection or enforceability of a Lien on Collateral, such default shall not
give rise to an Event of Default until such default shall continue unremedied
for a period of at least 15 days after notice to the defaulting party by the
Administrative Agent, the Collateral Agent or the Required Lenders; or

                  10.08 Guaranties. Any Guaranty or any provision thereof shall
cease to be in full force or effect as to the relevant Guarantor, or any
Guarantor or Person acting by or on behalf of such Guarantor shall deny or
disaffirm such Guarantor's obligations under the relevant Guaranty, or any
Guarantor shall default in the due performance or observance of any term,
covenant or agreement on its part to be performed or observed pursuant to its
Guaranty; provided that the occurrence of an Excluded Event shall not give rise
to an Event of Default under this Section 10.08; or

                  10.09 Judgments. One or more judgments or decrees shall be
entered against Holdings or any of its Subsidiaries involving a liability (to
the extent not paid or covered by a reputable and solvent insurance company
(with any portion of any judgment or decree not so covered to be included in any
determination hereunder)) equal to or in excess of $25,000,000 for all such
judgments and decrees and all such judgments or decrees shall either be final
and non-appealable or shall not have been vacated, discharged or stayed or
bonded pending appeal for any period of 60 consecutive days; provided, however,
that the rendering of any such judgment(s) or decree(s) by courts outside of the
United States and Bermuda shall not be an Event of Default under this Section
10.09 unless (i) Holdings and its Subsidiaries which are subject to the
judgment(s) or decree(s), as of the date of the issuance of such judgment(s) or
decree(s) (or any later date while such judgment(s) or decree(s) are still in
effect) have at least $25,000,000 in net assets (determined on a book basis
without regard to any write-down or write-off of such assets as a result of such
judgment(s) or decree(s)) located in the jurisdictions (i.e., the relevant
country or countries or any larger jurisdiction of the respective court(s)) of
the courts rendering such judgment(s) or decree(s) (which is (or are) final and
non-appealable or has (or have) not been vacated, discharged, stayed or bonded
pending appeal for any period of 60 consecutive days) or (ii) an order or orders
enforcing such judgment(s) or decree(s) (which is (or are) final and
non-appealable or has (or have) not been vacated, discharged, stayed or bonded
pending appeal for any period of 60 consecutive days) is entered by a court or
courts of competent jurisdiction in a jurisdiction or jurisdictions where
Holdings and/or its Subsidiaries subject to the order, as of the date of the
entry of such order of enforcement (or any later date while any such order is
still in effect), have at least $25,000,000 in net assets located in such
jurisdiction or jurisdictions (determined on a book basis without regard to any
write-down or write-off of such assets as a result of such judgment(s) or
decree(s)); or

                  10.10 Ownership. A Change of Control shall have occurred; or

                  10.11 Capital Call Agreement. (a) The Capital Call Agreement
or any provision thereof shall cease to be in full force and effect except in
accordance with the terms thereof, or Murdock or any Person acting by or on
behalf of Murdock (including a Qualified Trust) shall deny or disaffirm its
obligations under the Capital Call Agreement or Murdock or any Person acting on
or behalf of Murdock shall default in the due performance or observance of any
term, covenant or agreement on its part to be performed or observed pursuant to
the Capital Call

                                     -166-
<PAGE>

Agreement or a Capital Call Event of Default under, and as defined in, the
Capital Call Agreement shall occur; or

                  (b)      Any representation, warranty or statement made (or
deemed made) by Murdock in the Capital Call Agreement shall prove to be untrue
in any material respect on the date as of which made or deemed made; or

                  10.12 Denial of Liability. (a) Any Credit Agreement Party
shall deny its obligations under this Agreement, any Note or any other Credit
Document, (b) any law, rule or regulation shall purport to render invalid, or
preclude enforcement of, any provision of this Agreement or any other Credit
Document or impair performance of any Foreign Credit Party's obligations
hereunder or under any other Credit Document or (c) any dominant authority
asserting or exercising de jure or de facto governmental or police powers shall,
by moratorium laws or otherwise, cancel, suspend or defer the obligation of any
Foreign Credit Party to pay any amount required to be paid hereunder or under
any other Credit Document; provided that the occurrence of an Excluded Event
shall not give rise to an Event of Default under this Section 10.12; or

                  10.13 Governmental Action. Any governmental authority shall
have condemned, nationalized, seized, or otherwise expropriated all or any
substantial part of the property, shares of capital stock or other assets of any
Foreign Credit Party or any of its Subsidiaries, or shall have assumed custody
or control of such property or other assets or of the business or operations of
any Foreign Credit Party or any of its Subsidiaries, or shall have taken any
action for the dissolution or disestablishment of any Foreign Credit Party or
any of its Subsidiaries or any action that would prevent any Foreign Credit
Party, any of its Subsidiaries or any of their respective officers from carrying
on the business of such Foreign Credit Party or such Subsidiary or a substantial
part thereof; provided that the occurrence of an Excluded Event shall not give
rise to an Event of Default under this Section 10.13; or

                  10.14 Special Defaults Relating to Bermuda Entities. (i) The
Bermuda Borrower shall fail to maintain its corporate existence in full force
and effect or (ii) any Foreign Credit Party organized under the laws of Bermuda
shall (x) fail to take any of the actions described in Section 8.05 (determined
without regard to the second proviso appearing in said Section) or (y) take any
action described in the last sentence of Section 8.16 (determined without regard
to the proviso appearing at the end of said sentence), and such failure to take
or the taking of such action, as the case may be, described in this clause (ii)
shall continue for a period of at least 30 days after notice to such Foreign
Credit Party by the Administrative Agent or the Required Lenders;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Lenders, by written notice to Holdings or the U.S.
Borrower, take any or all of the following actions, without prejudice to the
rights of any Agent or any Lender to enforce its claims against any Credit Party
(provided that if an Event of Default specified in Section 10.05 shall occur
with respect to either Borrower, the result which would occur upon the giving of
written notice by the Administrative Agent as specified in clauses (i) and (ii)
below shall occur automatically without the giving of any such notice): (i)
declare the Total Commitment terminated, whereupon the Commitment of

                                     -167-
<PAGE>

each Lender shall forthwith terminate immediately and any RL Commitment
Commission and any other Fees shall forthwith become due and payable without any
other notice of any kind; (ii) declare the principal of and any accrued interest
in respect of all Loans and all Obligations owing hereunder (including Unpaid
Drawings and Unreimbursed Payments) to be, whereupon the same shall become,
forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrowers; (iii) enforce, as
Collateral Agent (or direct the Collateral Agent to enforce), any or all of the
Liens and security interests created pursuant to the Security Documents; (iv)
terminate any Letter of Credit or Bank Guaranty which may be terminated in
accordance with its terms; (v) direct the Bermuda Borrower to pay (and the
Bermuda Borrower agrees that upon receipt of such notice, or upon the occurrence
of an Event of Default specified in Section 10.05 with respect to either
Borrower, it will pay) to the Administrative Agent at the Payment Office such
additional amount of cash (in the respective currencies in which such Letters of
Credit or Bank Guaranties are denominated), to be held as security by the
Administrative Agent, as is equal to the sum of (x) the aggregate Stated Amount
of all Bermuda Borrower Multicurrency Facility Letters of Credit issued for the
account of the Bermuda Borrower and then outstanding, (y) the aggregate Stated
Amount of all Bermuda Borrower Dollar Facility Letters of Credit then
outstanding and (z) the aggregate Face Amount of all Bank Guaranties issued for
the account of the Bermuda Borrower and then outstanding; (vi) direct the U.S.
Borrower to pay (and the U.S. Borrower agrees that upon receipt of such notice,
or upon the occurrence of an Event of Default specified in Section 10.05 with
respect to either Borrower, it will pay) to the Administrative Agent at the
Payment Office such additional amount of cash (in the respective currencies in
which such Letters of Credit are denominated), to be held as security by the
Administrative Agent, as is equal to sum of (x) the aggregate Stated Amount of
all U.S. Borrower Multicurrency Facility Letters of Credit then outstanding, (y)
the aggregate Stated Amount of all U.S. Borrower Dollar Facility Letters of
Credit then outstanding and (z) the aggregate Face Amount of all U.S. Borrower
Bank Guaranties then outstanding; and (vii) apply any cash collateral held by
the Administrative Agent as provided in Section 4.02 to the repayment of the
Obligations.

                  SECTION 11. Definitions. As used herein, the following terms
shall have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

                  "Account Party" shall mean, with respect to Letters of Credit
or Bank Guaranties, the U.S. Borrower and/or the Bermuda Borrower, as the case
may be.

                  "Acquired Entity or Business" shall mean either (x) the assets
constituting a business, division or product line of any Person not already a
Subsidiary of Holdings or (y) 100% of the Equity Interests of any such Person,
which Person shall, as a result of such acquisition of Equity Interests, become
a Wholly-Owned Subsidiary of Holdings (or shall be merged with and into the U.S.
Borrower or a Wholly-Owned Subsidiary of the U.S. Borrower, with the U.S.
Borrower or such Wholly-Owned Subsidiary being the surviving Person).

                  "Acquisition" shall mean, collectively, (i) the consummation
of the Merger, (ii) the contribution by David H. Murdock and his Affiliates of
all of the shares of the capital stock of the U.S. Borrower held by them
(representing approximately 23% of the outstanding shares of capital stock of
the U.S. Borrower (on a fully diluted basis) prior to consummation of

                                     -168-
<PAGE>

the Merger) as a common equity contribution to Holdings and (iii) the
contribution by Holdings, in turn, of all of the capital stock of the U.S.
Borrower then held by it as a common equity contribution to Acquisition Corp.

                  "Acquisition Corp." shall mean DHM Acquisition Company, Inc.,
a Delaware corporation and (prior to the consummation of the Acquisition) a
Wholly-Owned Subsidiary of Holdings.

                  "Acquisition Documents" shall mean the Merger Agreement and
all other documents and agreements delivered in connection with the Acquisition,
in each case as the same may be amended, modified and/or supplemented from time
to time in accordance with the terms hereof and thereof.

                  "Additional Collateral" shall mean all property (whether real
or personal) in which security interests are granted (or have been purported to
be granted) (and continue to be in effect at the time of determination) pursuant
to Sections 8.11, 8.12 and/or 9.17.

                  "Additional Mortgage" shall have the meaning provided in
Section 8.11(a).

                  "Additional Mortgaged Property" shall have the meaning
provided in Section 8.11(a).

                  "Additional Security Documents" shall mean all mortgages,
pledge agreements, security agreements and other security documents entered into
from time to time pursuant to Sections 8.11, 8.12, 8.15, 9.17 and/or 13.20, as
each such document may be modified, supplemented or amended from time to time in
accordance with the terms hereof and thereof.

                  "Additional Tranche C Term Loans" shall have the meaning
provided in Section 1.01(i).

                  "Adjustable Applicable Margins" shall have the meaning
provided in the definition of Applicable Margin.

                  "Adjusted Consolidated Net Income" shall mean, for any period,
Consolidated Net Income for such period plus, without duplication, the sum of
the amount of all net non-cash charges (including, without limitation,
depreciation, amortization, deferred tax expense and non-cash interest expense)
and net non-cash losses which were included in arriving at Consolidated Net
Income for such period, less the amount of all net non-cash gains which were
included in arriving at Consolidated Net Income for such period.

                  "Adjusted Consolidated Working Capital" shall mean, at any
time, Consolidated Current Assets at such time (but excluding therefrom all cash
and Cash Equivalents) less Consolidated Current Liabilities at such time.

                  "Administrative Agent" shall have the meaning provided in the
first paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 12.10.

                                     -169-
<PAGE>

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

                  "Agent" shall mean the Administrative Agent, each
Co-Syndication Agent and each Co-Documentation Agent and shall include any
successor to any such Person appointed pursuant to Section 12.10.

                  "Aggregate Bermuda Borrower Dollar Facility RL Exposure" at
any time shall mean the sum of (i) the aggregate principal amount of all Bermuda
Borrower Dollar Facility Revolving Loans then outstanding, (ii) the aggregate
amount of all Bermuda Borrower Dollar Facility Letter of Credit Outstandings at
such time and (iii) the aggregate principal amount of all Bermuda Borrower
Dollar Facility Swingline Loans then outstanding.

                  "Aggregate Dollar Facility RL Exposure" at any time shall mean
the sum of (i) the aggregate principal amount of all Dollar Facility Revolving
Loans then outstanding, (ii) the aggregate amount of all Dollar Facility Letter
of Credit Outstandings at such time and (iii) the aggregate principal amount of
all Dollar Facility Swingline Loans then outstanding.

                  "Aggregate Multicurrency Facility RL Exposure" at any time
shall mean the sum of (i) the aggregate principal amount of all Multicurrency
Facility Revolving Loans then outstanding (for this purpose, using the Dollar
Equivalent of each Euro Denominated Revolving Loan then outstanding), (ii) the
aggregate amount of all Multicurrency Facility Letter of Credit Outstandings
(using the Dollar Equivalent of all amounts expressed in Euros or Sterling) at
such time, (iii) the aggregate principal amount of all Multicurrency Facility
Swingline Loans (for this purpose, using the Dollar Equivalent of each Euro
Denominated Swingline Loan then outstanding) and (iv) the aggregate amount of
all Bank Guaranty Outstandings (using the Dollar Equivalent of all amounts
expressed in Euros or Sterling) at such time.

                  "Aggregate U.S. Borrower Multicurrency Facility RL Exposure"
at any time shall mean the sum of (i) the aggregate principal amount of all U.S.
Borrower Multicurrency Facility Revolving Loans then outstanding (for this
purpose, using the Dollar Equivalent of each such U.S. Borrower Multicurrency
Facility Revolving Loan denominated in Euros), (ii) the aggregate amount of all
U.S. Borrower Multicurrency Facility Letter of Credit Outstandings (using the
Dollar Equivalent of all amounts expressed in Euros or Sterling) at such time,
(iii) the aggregate principal amount of all U.S. Borrower Multicurrency Facility
Swingline Loans then outstanding (for this purpose, using the Dollar Equivalent
of each such U.S. Borrower Multicurrency Swingline Loan denominated in Euros)
and (iv) the aggregate amount of all U.S. Borrower Bank Guaranty Outstandings
(using the Dollar Equivalent of all amounts expressed in Euros or Sterling) at
such time.

                                     -170-
<PAGE>

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

                  "Applicable Currency" shall mean (i) with respect to any Loan,
the Available Currency in which such Loan was incurred and (ii) with respect to
any Letter of Credit or Bank Guaranty, the Available Currency in which such
Letter of Credit or Bank Guaranty was denominated; provided that in the event
Loans maintained in, Unpaid Drawings owed in, and Unreimbursed Payments owed in,
Euros are converted into Loans maintained, or Unpaid Drawings or Unreimbursed
Payments owing, as the case may be, in Dollars under the circumstances
contemplated by Section 1.14, the Applicable Currency with respect to such
Loans, Unpaid Drawings and Unreimbursed Payments shall be Dollars.

                  "Applicable Dollar Facility Commitment Fee Percentage" shall
mean, for any day, (i) in the event the Total Unutilized Dollar Facility
Revolving Loan Commitment in effect on such day is greater than or equal to 66%
of the Total Dollar Facility Revolving Loan Commitment as in effect on such day,
1.00%, (ii) in the event the Total Unutilized Dollar Facility Revolving Loan
Commitment in effect on such day is (x) greater than or equal to 33% of the
Total Dollar Facility Revolving Loan Commitment as in effect on such day and (y)
less than 66% of the Total Dollar Facility Revolving Loan Commitment as in
effect on such day, 0.750%, and (iii) in the event the Total Unutilized Dollar
Facility Revolving Loan Commitment in effect on such day is less than 33% of the
Total Dollar Facility Revolving Loan Commitment as in effect on such day,
0.500%. For purposes of this definition, the Total Unutilized Dollar Facility
Revolving Loan Commitment and the Total Dollar Facility Revolving Loan
Commitment as in effect on any day shall be determined after the close of
business (New York time) on such day, following adjustments to such amounts for
activity on such day.

                  "Applicable Margin" shall mean, commencing on the Third
Amendment Effective Date, initially a percentage per annum equal to (i) in the
case of Tranche C Term Loans maintained as (A) Base Rate Loans, 1.50% and (B)
Eurodollar Loans, 2.50%; (ii) in the case of Revolving Loans maintained as (A)
Base Rate Loans, 1.50% and (B) Euro Rate Loans, 2.50%; (iii) in the case of
Swingline Loans maintained as (A) Base Rate Loans, 1.50% and (B) Euro Rate
Loans, 2.50%; and (iv) in the case of any Type of Incremental Term Loan of a
given Tranche, that percentage per annum set forth in, or calculated in
accordance with, Section 1.15 and the relevant Incremental Term Loan Commitment
Agreement. From and after each day of delivery on or after the Third Amendment
Effective Date of any certificate delivered in accordance with the first
sentence of the following paragraph indicating an entitlement to a different
margin for a given eligible Tranche of Loans (other than Incremental Term Loans)
from that described in the immediately preceding sentence (each, a "Start Date")
to and including the applicable End Date described below, the Applicable Margins
for such eligible Tranche of Loans (hereinafter, the "Adjustable Applicable
Margins") shall be those set forth below opposite the Leverage Ratio indicated
to have been achieved in any certificate delivered in accordance with the
following sentence:

                                     -171-
<PAGE>

<TABLE>
<CAPTION>
                         Multicurrency
                      Facility Revolving      Multicurrency
                         Loan, Dollar       Facility Revolving
                           Facility            Loan, Dollar
                        Revolving Loan      Facility Revolving
                        and Swingline            Loan and          Tranche C Term       Tranche C Term
                        Loan Euro Rate        Swingline Loan      Loan Eurodollar       Loan Base Rate
Leverage Ratio              Margin           Base Rate Margin          Margin                Margin
--------------        ------------------    ------------------    ---------------       --------------
<S>                   <C>                   <C>                   <C>                   <C>
Equal to or greater          2.25%                 1.25%                 N/A                  N/A
than 3.5 to 1.0 but
less than 4.0 to 1.0

Less than 3.5 to 1.0         2.00%                 1.00%                2.25%                1.25%
</TABLE>

                  The Leverage Ratio used in a determination of the Adjustable
Applicable Margins for a given eligible Tranche of Loans shall be determined
based on the delivery of a certificate of Holdings by an Authorized Officer of
Holdings to the Administrative Agent (with a copy to be sent by the
Administrative Agent to each Lender), (x) on the Third Amendment Effective Date
and (y) thereafter, within 45 days of the last day of any Fiscal Quarter of
Holdings (each such certificate delivered pursuant to this clause (y), a
"Quarterly Pricing Certificate"), which certificate shall set forth the
calculation of the Leverage Ratio as at the last day of the Test Period ended
immediately prior to the relevant Start Date (but determined on a Pro Forma
Basis solely to give effect to all Permitted Acquisitions (if any) and all
Significant Asset Sales (if any) consummated on or prior to the date of delivery
of such certificate and any Indebtedness incurred, assumed or permanently repaid
in connection therewith) and the Adjustable Applicable Margins for such eligible
Tranche of Loans which shall be thereafter applicable (until same are changed or
cease to apply in accordance with the following sentences); provided that at the
time of the consummation of any Permitted Acquisition or Significant Asset Sale,
an Authorized Officer of Holdings shall deliver to the Administrative Agent a
certificate setting forth the calculation of the Leverage Ratio on a Pro Forma
Basis (solely to give effect to all Permitted Acquisitions, if any, and all
Significant Asset Sales (if any) consummated on or prior to the date of the
delivery of such certificate and any Indebtedness incurred or assumed in
connection therewith) as of the last day of the last Calculation Period ended
prior to the date on which such Permitted Acquisition or Significant Asset Sale
is consummated for which financial statements have been made available (or were
required to be made available) pursuant to Section 8.01(b) or (c), as the case
may be, and the date of such consummation shall be deemed to be a Start Date and
the Adjustable Applicable Margins for each eligible Tranche of Loans which shall
be thereafter applicable (until same are changed or cease to apply in accordance
with the following sentences) shall be based upon the Leverage Ratio as so
calculated. The Adjustable Applicable Margins for each eligible Tranche of Loans
as so determined shall apply, except as set forth in the succeeding sentence,
from the relevant Start Date to the earliest of (x) the date on which the next
certificate is delivered to the Administrative Agent, (y) the date on which the
next Permitted Acquisition or Significant Asset Sale is consummated or (z) the
date which is 45 days following the last day of the Test Period in which the
previous Start Date occurred (such earliest date, the "End Date"), at which
time, if no certificate has been delivered to the Administrative Agent
indicating an entitlement to new Adjustable Applicable Margins for the
respective eligible

                                     -172-
<PAGE>

Tranche of Loans (and thus commencing a new Start Date), the Adjustable
Applicable Margins for such Tranche of Loans shall be those set forth in the
first sentence of this definition (such Adjustable Applicable Margins as so
determined, the "Highest Adjustable Applicable Margins"). Notwithstanding
anything to the contrary contained above in this definition, the Adjustable
Applicable Margins shall be the Highest Adjustable Applicable Margins (x) at all
times during which there shall exist any Specified Default or any Event of
Default and (y) at all times prior to the date of delivery of the financial
statements pursuant to Section 8.01(b) for the Fiscal Quarter ended September
30, 2003. It is understood and agreed that for periods prior to the Third
Amendment Effective Date, the "Applicable Margin" for any Tranche of Loans shall
be determined in accordance with the definition of "Applicable Margin" used in
this Agreement (as in effect immediately prior to the Third Amendment Effective
Date).

                  "Applicable Multicurrency Facility Commitment Fee Percentage"
shall mean, for any day, (i) in the event the Total Unutilized Multicurrency
Facility Revolving Loan Commitment in effect on such day is greater than or
equal to 66% of the Total Multicurrency Facility Revolving Loan Commitment as in
effect on such day, 1.00%, (ii) in the event the Total Unutilized Multicurrency
Facility Revolving Loan Commitment in effect on such day is (x) greater than or
equal to 33% of the Total Multicurrency Facility Revolving Loan Commitment as in
effect on such day and (y) less than 66% of the Total Multicurrency Facility
Revolving Loan Commitment as in effect on such day, 0.750%, and (iii) in the
event the Total Unutilized Multicurrency Facility Revolving Loan Commitment in
effect on such day is less than 33% of the Total Multicurrency Facility
Revolving Loan Commitment as in effect on such day, 0.500%. For purposes of this
definition, the Total Unutilized Multicurrency Facility Revolving Loan
Commitment and the Total Multicurrency Facility Revolving Loan Commitment as in
effect on any day shall be determined after the close of business (New York
time) on such day, following adjustments to such amounts for activity on such
day.

                  "Applicable Prepayment Percentage" shall mean, at any time,
(I) for purposes of Section 4.02(g), 75%; provided that, so long as no Default
or Event of Default is then in existence, (i) if at any time the Leverage Ratio
is less than 3.75:1.00 (as set forth in an officer's certificate delivered
pursuant to Section 8.01(e) for the Fiscal Quarter or Fiscal Year of Holdings
then last ended), the Applicable Prepayment Percentage shall instead be 50% and
(ii) if at any time the Leverage Ratio is less than 3.25:1.00 (as set forth in
an officer's certificate delivered pursuant to Section 8.01(e) for the Fiscal
Quarter or Fiscal Year of Holdings then last ended), the Applicable Prepayment
Percentage shall instead be 0% and (II) for purposes of Section 4.02(e), 100%;
provided that, so long as (i) no Default or Event of Default is then in
existence, (ii) the Capital Call Agreement shall have terminated in accordance
with its terms, (iii) the Bank Debt Leverage Ratio is less than 1.50:1.00 (as
set forth in an officer's certificate delivered pursuant to Section 8.01(e) for
the Fiscal Quarter or Fiscal Year of Holdings then last ended), and (iv)
Holdings and the U.S. Borrower shall have substantially concurrently (I) applied
50% of the Net Cash Proceeds from the respective issuance of equity as a
mandatory repayment and/or commitment reduction pursuant to Section 4.02(e) and
(II) utilized 50% of the Net Cash Proceeds not required to be applied as a
mandatory repayment and/or commitment reduction pursuant to Section 4.02(e) (as
a result of the reduction of the Applicable Prepayment Percentage as
contemplated by this proviso) to redeem New Senior Notes, New 2010 Senior Notes
or Existing Senior Notes in accordance with the requirements of clause (z) of
the proviso appearing in Section 9.14(i), the Applicable Prepayment Percentage
shall instead be 50%.

                                     -173-
<PAGE>

                  "Asset Sale" shall mean any sale, transfer or other
disposition by Holdings or any of its Subsidiaries to any Person other than the
U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower of any asset
or Property (including, without limitation, any capital stock or other
securities of, or other Equity Interests in, another Person, but excluding the
sale by Holdings of its own capital stock) of Holdings or such Subsidiary other
than (i) sales, transfers or other dispositions of inventory made in the
ordinary course of business, (ii) other sales and dispositions that generate Net
Sale Proceeds of less than $10,000,000 in the aggregate in any Fiscal Year of
Holdings, (iii) the Sale-Leaseback Transaction consummated on the Initial
Borrowing Date or (iv) sales or liquidations of Cash Equivalents, it being
understood and agreed that the grant of a Lien by Holdings or any of its
Subsidiaries in favor of another Person shall not in and of itself constitute an
"Asset Sale" for purposes of this definition.

                  "Assignment and Assumption Agreement" shall mean the
Assignment and Assumption Agreement substantially in the form of Exhibit K
(appropriately completed).

                  "Authorized Officer" shall mean, with respect to (i)
delivering Notices of Borrowing, Notices of Conversion, Letter of Credit
Requests, Bank Guaranty Requests and similar notices, any person or persons that
has or have been authorized by the board of directors of either Borrower to
deliver such notices pursuant to this Agreement and that has or have appropriate
signature cards on file with the Administrative Agent, the Swingline Lender, the
respective Issuing Lender and the respective Bank Guaranty Issuer; (ii)
delivering financial information and officer's certificates pursuant to this
Agreement, the chief financial officer, any treasurer or other financial officer
of Holdings or the U.S. Borrower and (iii) any other matter in connection with
this Agreement or any other Credit Document, any officer (or a person or persons
so designated by any two officers) of Holdings or the U.S. Borrower.

                  "Available Currency" shall mean (i) with respect to Tranche A
Term Loans, Tranche B Term Loans, Tranche C Term Loans, Incremental Term Loans,
Dollar Facility Revolving Loans, Dollar Facility Swingline Loans and Dollar
Facility Letters of Credit, Dollars, (ii) with respect to Multicurrency Facility
Revolving Loans and Multicurrency Facility Swingline Loans, Dollars and Euros
and (iii) with respect to Multicurrency Facility Letters of Credit and Bank
Guaranties, Dollars, Euros and Sterling.

                  "Bank Debt Leverage Ratio" shall mean on any date of
determination the ratio of (i) Consolidated Bank Debt on such date to (ii)
Consolidated EBITDA for the Test Period most recently ended on or prior to such
date; provided that for all purposes of this Agreement, Consolidated EBITDA for
purposes of the Bank Debt Leverage Ratio shall be determined on a Pro Forma
Basis in accordance with clause (iv) of the definition of Pro Forma Basis
contained herein.

                  "Bank Guaranty" shall have the meaning provided in Section
2B.01(a).

                  "Bank Guaranty Fees" shall have the meaning provided in
Section 3.01(e).

                  "Bank Guaranty Issuer" shall mean (i) any RL Lender (and any
of such RL Lender's affiliates and/or branches) which at the request of the U.S.
Borrower or the Bermuda Borrower and with the consent of the Administrative
Agent agrees, in such RL Lender's sole

                                     -174-
<PAGE>

discretion, to become a Bank Guaranty Issuer for the purpose of issuing Bank
Guaranties pursuant to Section 2B and (ii) with respect to the Existing Bank
Guaranties, the Lender (and any of such Lender's affiliates and/or branches)
designated as the issuer thereof on Part B of Schedule XI shall be the Bank
Guaranty Issuer thereof.

                  "Bank Guaranty Outstandings" shall mean, at any time, the sum
of (i) the aggregate Face Amount of all outstanding Bank Guaranties which have
not terminated at such time and (ii) the aggregate amount of all Unreimbursed
Payments (taking the Dollar Equivalent of any amounts owed in Euros or Sterling)
in respect of all Bank Guaranties at such time.

                  "Bank Guaranty Payment" shall have the meaning provided in
Section 2B.05.

                  "Bankruptcy Code" shall have the meaning provided in Section
10.05.

                  "BAS" shall mean Banc of America Securities LLC, in its
individual capacity, and any successor corporation thereto by merger,
consolidation or otherwise.

                  "Base Rate" at any time shall mean the higher of (x) the rate
which is 1/2 of 1% in excess of the Federal Funds Rate at such time and (y) the
Prime Lending Rate at such time.

                  "Base Rate Loan" shall mean (i) each Dollar Denominated
Swingline Loan, (ii) each other Dollar Denominated Loan which is designated or
deemed designated as a Base Rate Loan by the respective Borrower at the time of
the incurrence thereof or conversion thereto and (iii) each outstanding
Multicurrency Facility Revolving Loan and Multicurrency Facility Swingline Loan
after the conversion thereof pursuant to Section 1.14.

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

                  "Bermuda Borrower Bank Guaranty" shall mean each Bank Guaranty
(which may be denominated in Dollars, Euros or Sterling) issued for the account
of the Bermuda Borrower pursuant to Section 2B.01 and designated as such by the
Bermuda Borrower in the respective Bank Guaranty Request; provided that each
"Bank Guaranty" issued for the account of the Bermuda Borrower prior to the
First Amendment Effective Date shall be deemed to be a "Bermuda Borrower Bank
Guaranty" for all purposes of this Agreement and the other Credit Documents
following the First Amendment Effective Date.

                  "Bermuda Borrower Dollar Facility Letter of Credit" shall mean
each Dollar Facility Letter of Credit (which must be denominated in Dollars)
issued for the account of the Bermuda Borrower pursuant to Section 2A.01.

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

                  "Bermuda Borrower Dollar Facility Revolving Loan" shall have
the meaning provided in Section 1.01(d).

                                     -175-
<PAGE>

                  "Bermuda Borrower Dollar Facility Revolving Note" shall have
the meaning provided in Section 1.05(a).

                  "Bermuda Borrower Dollar Facility Swingline Loan" shall have
the meaning provided in Section 1.01(f).

                  "Bermuda Borrower Dollar Facility Swingline Note" shall have
the meaning provided in Section 1.05(a).

                  "Bermuda Borrower Incremental Term Loans" shall mean
Incremental Term Loans incurred by the Bermuda Borrower.

                  "Bermuda Borrower Multicurrency Facility Letter of Credit"
shall mean each Multicurrency Facility Letter of Credit (which may be
denominated in Dollars, Euros or Sterling) issued for the account of the Bermuda
Borrower pursuant to Section 2A.01 and designated as such by the Bermuda
Borrower in the respective Letter of Credit Request; provided that each
"Multicurrency Facility Letter of Credit" issued for the account of the Bermuda
Borrower prior to the First Amendment Effective Date shall be deemed to be a
"Bermuda Borrower Multicurrency Facility Letter of Credit" for all purposes of
this Agreement and the other Credit Documents following the First Amendment
Effective Date.

                  "Bermuda Borrower Multicurrency Facility Revolving Loan" shall
have the meaning provided in Section 1.01(c).

                  "Bermuda Borrower Multicurrency Facility Revolving Note" shall
have the meaning provided in Section 1.05(a).

                  "Bermuda Borrower Multicurrency Facility Swingline Loan" shall
have the meaning provided in Section 1.01(e).

                  "Bermuda Borrower Multicurrency Facility Swingline Note" shall
have the meaning provided in Section 1.05(a).

                  "Bermuda Partnership" shall mean Dole Foreign Holdings, Ltd.,
a limited liability corporation organized under the laws of Bermuda.

                  "Bermuda Partnership Partner #1" shall mean Dole Fresh Fruit
Company, Inc., a corporation organized under the laws of Nevada and a
Wholly-Owned Subsidiary of the U.S. Borrower, and any successor thereto by way
of a merger or consolidation permitted by Section 9.01(d).

                  "Bermuda Partnership Partner #2" shall mean Dole Ocean Cargo
Express, Inc., a corporation organized under the laws of Nevada and a
Wholly-Owned Subsidiary of the U.S. Borrower, and any successor thereto by way
of a merger or consolidation permitted by Section 9.01(d).

                  "Bermuda Partnership Partners" shall mean and include Bermuda
Partnership Partner #1 and Bermuda Partnership Partner #2.

                                     -176-
<PAGE>

                  "B/G Participant" shall have the meaning provided in Section
2B.04(a).

                  "B/G Participation Percentages" shall have the meaning
provided in Section 2B.04(a).

                  "B/G Supportable Indebtedness" shall mean (i) obligations of
the U.S. Borrower or its Wholly-Owned Subsidiaries (or, in the case of any
Existing Bank Guaranty, any Foreign Subsidiary of the U.S. Borrower) incurred in
the ordinary course of business owing to taxing authorities, custom authorities
or with respect to import and/or export licenses and (ii) such other obligations
of the U.S. Borrower or its Wholly-Owned Subsidiaries as are reasonably
acceptable to the Administrative Agent and the respective Bank Guaranty Issuer
and otherwise permitted to exist pursuant to the terms of this Agreement.

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

                  "Borrowing" shall mean the borrowing of one Type of Loan
pursuant to a single Tranche by the Bermuda Borrower or by the U.S. Borrower
from all the Lenders having Commitments with respect to such Tranche (or from
the Swingline Lender, in the case of Swingline Loans) on a given date (or
resulting from a conversion or conversions on such date), having in the case of
Euro Rate Loans (other than Euro Denominated Swingline Loans) the same Interest
Period; provided (x) that Base Rate Loans incurred pursuant to Section 1.10(b)
shall be considered part of the related Borrowing of Eurodollar Loans, (y) the
term "Borrowing" shall include the consolidated "borrowing" of Tranche C Term
Loans pursuant to the simultaneous conversion of Tranche B Term Loans and the
incurrence of Additional Tranche C Term Loans on the Third Amendment Effective
Date on the terms provided in Section 1.01(i) and (z) any Incremental Term Loans
incurred pursuant to Section 1.01(j) shall be considered part of the related
Borrowing of the then outstanding Tranche of Term Loans (if any) to which such
Incremental Term Loans are added pursuant to Section 1.15(c).

                  "Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day excluding Saturday, Sunday and any day
which shall be in the City of New York (or, with respect to an Issuing Lender
not located in the City of New York, the location of such Issuing Lender) a
legal holiday or a day on which banking institutions are authorized by law or
other governmental actions to close, and (ii) with respect to all notices and
determinations in connection with, and payments of principal, Unpaid Drawings,
Unreimbursed Payments and interest on or with respect to, Euro Denominated
Loans, any Euro Denominated Letters of Credit or any Euro Denominated Bank
Guaranties, any day which is a Business Day described in clause (i) and which is
also (A) a day for trading by and between banks in the London interbank market
and which shall not be a legal holiday or a day on which banking institutions
are authorized or required by law or other government action to close in London
or New York City and (B) in relation to any payment in Euros, a day on which the
Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET)
System is open.

                  "Business Segment" shall mean a reportable segment as
discussed in Statement of Financial Accounting Standards No. 131 "Disclosure
about Segments of an Enterprise and Related Information".

                                     -177-
<PAGE>

                  "Calculation Period" shall mean, with respect to any Permitted
Acquisition, any Significant Asset Sale or any other event expressly required to
be calculated on a Pro Forma Basis pursuant to the terms of this Agreement, the
Test Period most recently ended prior to the date of such Permitted Acquisition,
Significant Asset Sale or other event.

                  "Capital Call Agreement" shall have the meaning provided such
term in Section 5.14(e).

                  "Capital Expenditures" shall mean, with respect to any Person,
for any period, all expenditures by such Person which should be capitalized in
accordance with U.S. GAAP during such period, including, without duplication,
all such expenditures with respect to fixed or capital assets (including,
without limitation, expenditures for maintenance and repairs which should be
capitalized in accordance with U.S. GAAP) and the amount of all Capitalized
Lease Obligations incurred by such Person during such period.

                  "Capital Lease," as applied to any Person, shall mean any
lease of any Property by that Person as lessee which, in conformity with U.S.
GAAP, is accounted for as a capital lease on the balance sheet of that Person.

                  "Capitalized Lease Obligations" of any Person shall mean all
obligations under Capital Leases of such Person, in each case taken at the
amount thereof accounted for as indebtedness in accordance with U.S. GAAP.

                  "Cash Equivalents" means (i) Dollars, Euros, Sterling and, in
the case of any of Foreign Subsidiaries of the U.S. Borrower, such local
currencies held by them from time to time in the ordinary course of their
businesses, (ii) securities issued or directly fully guaranteed or insured by
the governments of the United States, the United Kingdom, Sweden, Switzerland,
Japan, Canada and members of the European Union or any agency or instrumentality
thereof (provided that the full faith and credit of the respective such
government is pledged in support thereof) having maturities of not more than six
months from the date of acquisition, (iii) securities issued by any state of the
United States or any political subdivision of any such state or any public
instrumentality thereof maturing within six months from the date of acquisition
thereof and, at the time of acquisition, having one of the two highest ratings
obtainable from either S&P or Moody's, (iv) certificates of deposit and
eurodollar time deposits with maturities of six months or less from the date of
acquisition, bankers' acceptances with maturities not exceeding six months and
overnight bank deposits, in each case with any domestic commercial bank or
commercial bank of a foreign country recognized by the United States, (x) in the
case of a domestic commercial bank, having capital and surplus in excess of
$500,000,000 and outstanding debt which is rated "A" (or similar equivalent
thereof) or higher by at least one nationally recognized statistical rating
organization (as defined under Rule 436 under the Securities Act) and (y) in the
case of a foreign commercial bank, having capital and surplus in excess of
$250,000,000 (or the foreign currency equivalent thereof), (v) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (ii) and (iv) above entered into with any
financial institution meeting the qualifications specified in clause (iv) above,
(vi) commercial paper having a rating of at least A-1 from S&P or at least P-1
from Moody's and in each case maturing within six months after the date of
acquisition and (vii) investments in money market funds which invest
substantially all their

                                     -178-
<PAGE>

assets in securities of the types described in clauses (i) through (vi) above.
Furthermore, with respect to Foreign Subsidiaries of the U.S. Borrower that are
not organized in one or more Qualified Jurisdictions, Cash Equivalents shall
include bank deposits (and investments pursuant to operating account agreements)
maintained with various local banks in the ordinary course of business
consistent with past practice of the U.S. Borrower's Foreign Subsidiaries.

                  "Change of Control" shall mean (i) Holdings shall at any time
cease to own directly 100% of the Equity Interests of the U.S. Borrower (other
than Qualified Preferred Stock of the U.S. Borrower issued in accordance with
the requirements of Section 9.15(d) and held by a Section 461(f) Trust), (ii)
the U.S. Borrower shall at any time cease to own directly or indirectly 100% of
the Equity Interests of the Bermuda Borrower, (iii) the Permitted Holders shall
at any time and for any reason fail to own at least 75% of both the economic and
voting interest in Holdings' capital stock, (iv) the Board of Directors of
Holdings shall cease to consist of a majority of Continuing Directors, or (v) a
"change of control" or similar event shall occur as provided in any New Senior
Notes Documents, any New 2010 Senior Notes Documents, any Existing Senior Notes
Document or any Qualified Preferred Stock (or certificate of designation
governing the same).

                  "Change of Law" shall have the meaning provided in Section
10.06.

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

                  "Co-Documentation Agent" shall have the meaning provided in
the first paragraph of this Agreement and shall include any successor to a
Co-Documentation Agent appointed pursuant to Section 12.10.

                  "Collateral" shall mean all property (whether real or
personal, movable or immovable) with respect to which any security interests
have been granted (or purported to be granted) pursuant to any Security Document
(including any Additional Security Document), including, without limitation, all
Pledge Agreement Collateral, all Security Agreement Collateral, all Mortgaged
Properties and all cash and Cash Equivalents delivered as collateral pursuant to
Section 4.02 or 10 or any Credit Document and all Additional Collateral, if any.

                  "Collateral Agent" shall mean DBAG, acting as collateral agent
for the Secured Creditors.

                  "Collective Bargaining Agreements" shall have the meaning
provided in Section 5.19.

                  "Commodity Agreements" shall mean commodity agreements,
hedging agreements and other similar agreements or arrangements designed to
protect against price fluctuations of commodities (e.g., fuel) used in the
business of the U.S. Borrower and its Subsidiaries.

                                     -179-
<PAGE>

                  "Commitment" shall mean any of the commitments of any Lender,
i.e., whether the Tranche A Term Loan Commitment, the Tranche B Term Loan
Commitment, the Tranche C Term Loan Commitment, an Incremental Term Loan
Commitment, the Multicurrency Facility Revolving Loan Commitment or the Dollar
Facility Revolving Loan Commitment of such Lender.

                  "Common Equity Financing" shall have the meaning provided in
Section 5.09(a).

                  "Common Equity Financing Documents" shall mean all of the
agreements governing or relating to the Common Equity Financing, in each case as
the same may be amended, modified and/or supplemented from time to time in
accordance with the terms thereof.

                  "Company" shall mean any corporation, limited liability
company, partnership or other business entity (or the adjectival form thereof,
where appropriate).

                  "Consenting Tranche B Term Lender" shall mean each Lender
holding outstanding Tranche B Term Loans that has theretofore executed and
delivered a counterpart of the Third Amendment to the Administrative Agent on or
prior to 5:00 P.M. (New York time) on the later to occur of November [__], 2003
or the Third Amendment Effective Date.

                  "Consolidated Bank Debt" at any time shall mean the sum of (i)
the aggregate principal amount of all Term Loans outstanding at such time, (ii)
the Aggregate Dollar Facility RL Exposure at such time and (iii) the Aggregate
Multicurrency Facility RL Exposure at such time.

                  "Consolidated Current Assets" shall mean, at any time, the
current assets of Holdings and its Consolidated Subsidiaries at such time
determined on a consolidated basis.

                  "Consolidated Current Liabilities" shall mean, at any time,
the current liabilities of Holdings and its Consolidated Subsidiaries determined
on a consolidated basis, but excluding the current portion of, and accrued but
unpaid interest on, any Indebtedness under this Agreement and any other
long-term Indebtedness which would otherwise be included therein.

                  "Consolidated Debt" shall mean, at any time, the sum of
(without duplication) (i) all Indebtedness of Holdings and its Consolidated
Subsidiaries (on a consolidated basis) as would be required to be reflected as
debt or Capital Leases on the liability side of a consolidated balance sheet of
Holdings and its Consolidated Subsidiaries in accordance with U.S. GAAP, (ii)
all Indebtedness of Holdings and its Consolidated Subsidiaries of the type
described in clauses (ii) and (vii) of the definition of Indebtedness and (iii)
all Contingent Obligations of Holdings and its Consolidated Subsidiaries in
respect of Indebtedness of any third Person of the type referred to in preceding
clauses (i) and (ii); provided that (w) the amount available to be drawn under
all letters of credit, bankers' acceptances, bank guaranties and similar
obligations issued for the account of Holdings or any of its Consolidated
Subsidiaries (but excluding, for avoidance of doubt, all unpaid drawings or
other monetary obligations owing in respect of such letters of credit, bankers'
acceptances, bank guaranties and similar obligations) shall not be included in
any determination of "Consolidated Debt", (x) for purposes of this definition,
the amount of Indebtedness in respect of the Interest Rate Protection
Agreements, Other Hedging Agreements and Commodities Agreements shall be at any
time the unrealized net loss position, if any, of

                                     -180-
<PAGE>

Holdings and/or its Consolidated Subsidiaries thereunder on a marked-to-market
basis determined no more than one month prior to such time, (y) obligations
arising under Synthetic Leases shall be included in determining Consolidated
Debt (other than (I) obligations under the HQ Lease Agreements, to the extent
such obligations are outstanding under Section 9.04(xxii) and (II) successive
refinancings of the obligations described in preceding clause (I), to the extent
such obligations are outstanding under Section 9.04(vii)) and (z) any Preferred
Equity of Holdings or any of its Consolidated Subsidiaries (but excluding any
Qualified Preferred Stock) shall be treated as Indebtedness, with an amount
equal to the greater of the liquidation preference or the maximum fixed
repurchase price of any such outstanding Preferred Equity deemed to be a
component of Consolidated Debt.

                  "Consolidated EBIT" shall mean, for any period, the
Consolidated Net Income (without giving effect to (x) any extraordinary gains or
losses and (y) any gains or losses from sales of assets other than inventory
sold in the ordinary course of business) before (i) total interest expense
(inclusive of amortization of deferred financing fees and any other original
issue discount) of Holdings and its Consolidated Subsidiaries determined on a
consolidated basis for such period, and (ii) provision for taxes based on income
and foreign withholding taxes, in each case to the extent deducted in
determining Consolidated Net Income for such period.

                  "Consolidated EBITDA" shall mean for any period, Consolidated
EBIT, adjusted by (x) adding thereto (in each case to the extent deducted in
determining Consolidated Net Income for such period and not already added back
in determining Consolidated EBIT) the amount of (i) all depreciation and
amortization expense that were deducted in determining Consolidated EBIT for
such period, (ii) any non-cash charges accrued in such period in connection with
the termination of the U.S. Borrower's long-term employee incentive plan during
such period, to the extent same (I) were deducted in arriving at Consolidated
EBIT for such period and (II) were accrued after March 22, 2003, (iii) any other
non-cash charges incurred in such period to the extent that same were deducted
in arriving at Consolidated EBIT for such period, and (iv) the amount of all
fees and expenses incurred in connection with the Transaction for such period to
the extent same were deducted in arriving at Consolidated EBIT for such period
and (v) subtracting therefrom, (i) to the extent included in arriving at
Consolidated EBIT for such period, the amount of non-cash gains during such
period, (ii) the aggregate amount of all cash payments made during such period
in connection with non-cash charges accrued in a prior period in connection with
the termination of the U.S. Borrower's long-term employee incentive plan, to the
extent such non-cash charges were added back pursuant to clause (x)(ii) above in
a prior period and (iii) the aggregate amount of all cash payments made during
such period in connection with non-cash charges incurred in a prior period, to
the extent such non-cash charges were added back pursuant to clause (x)(iii)
above in a prior period. Notwithstanding anything to the contrary contained
above, for purposes of determining the Leverage Ratio, to the extent
Consolidated EBITDA is to be determined for any Test Period which ends prior to
the first anniversary of the Initial Borrowing Date, Consolidated EBITDA for all
portions of such period occurring prior to the Initial Borrowing Date shall be
calculated in accordance with the definition of Test Period contained herein. It
is understood and agreed that Consolidated EBITDA (as calculated pursuant to
this definition) is not required to be adjusted to reflect a reduction in rent
expense (arising as a result of the implementation of FASB Interpretation No. 46
("Consolidation of Variable Interest Entities")) by virtue of the application of
Section 13.07 (which has the effect of, among other things, freezing U.S. GAAP
as used in determining

                                     -181-
<PAGE>

Consolidated EBITDA on the terms provided therein and eliminating the effects of
such accounting change for purposes of this definition).

                  "Consolidated Fixed Charge Coverage Ratio" shall mean, for any
period, the ratio of (x) Consolidated EBITDA for such period to (y) Consolidated
Fixed Charges for such period.

                  "Consolidated Fixed Charges" shall mean, for any period, the
sum of (i) Consolidated Interest Expense for such period, (ii) the scheduled
principal amount of all amortization payments on all Indebtedness (including the
principal component of all Capitalized Lease Obligations but excluding payments
pursuant to the Refinancing) of Holdings and its Consolidated Subsidiaries for
such period (as determined on the first day of the respective period), (iii) the
amount of all Capital Expenditures made by Holdings and its Consolidated
Subsidiaries during such period (other than Capital Expenditures made pursuant
to Section 9.12(c), (d) or (e)), (iv) all Dividends (excluding dividends paid in
kind through the issuance of additional shares of capital stock of Holdings)
actually paid by Holdings during such period and (v) the amount of all cash
payments made by Holdings and its Consolidated Subsidiaries during such period
in respect of income taxes or income tax liabilities, net of any refunds
received during such period.

                  "Consolidated Interest Coverage Ratio" shall mean, for any
period, the ratio of (x) Consolidated EBITDA for such period to (y) Consolidated
Interest Expense for such period.

                  "Consolidated Interest Expense" shall mean, for any period,
(i) the total consolidated interest expense of Holdings and its Consolidated
Subsidiaries (including, without limitation, all commissions, discounts and
other fees and charges owed with respect to letters of credit and bank
guaranties, but only to the extent such commissions, discounts and other fees
and charges are treated as an "interest expense" pursuant to U.S. GAAP) for such
period (calculated without regard to any limitations on payment thereof),
adjusted to exclude (to the extent same would otherwise be included in the
calculation above in this clause (i)) the amortization of any deferred financing
costs for such period, plus (ii) without duplication, (x) that portion of
Capitalized Lease Obligations of Holdings and its Consolidated Subsidiaries on a
consolidated basis representing the interest factor for such period and (y) the
"deemed interest expense" (i.e., the interest expense which would have been
applicable if the respective obligations were structured as on-balance sheet
financing arrangements) with respect to all Indebtedness of Holdings and its
Consolidated Subsidiaries of the type described in clause (viii) of the
definition of Indebtedness contained herein for such period.

                  "Consolidated Net Income" shall mean, for any period, the net
income (or loss) of Holdings and its Consolidated Subsidiaries determined on a
consolidated basis for such period (taken as a single accounting period) in
accordance with U.S. GAAP, provided that the following items shall be excluded
in computing Consolidated Net Income (without duplication): (i) except for
determinations expressly required to be made on a Pro Forma Basis, the net
income (or loss) of any Person accrued prior to the date it becomes a
Consolidated Subsidiary or all or substantially all of the property or assets of
such Person are acquired by a Consolidated Subsidiary and (ii) the net income of
any Consolidated Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Consolidated Subsidiary of such net
income is not at the time permitted by the operation of the terms of its charter
or any

                                     -182-
<PAGE>

agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to such Consolidated Subsidiary.

                  "Consolidated Subsidiary" shall mean, with respect to any
Person, at any date, any other Person the Equity Interests of which are owned by
such Person and whose financial results are consolidated in the financial
statements of such Person in accordance with U.S. GAAP (and consistent with the
consolidation practices of the U.S. Borrower as in effect on the Effective
Date), if such statements were prepared as of such date.

                  "Contemplated Asset Sale" shall mean any sale of assets by the
U.S. Borrower and/or one or more of its Subsidiaries (including Real Property
and Equity Interests held by such Persons but excluding Equity Interests in the
Bermuda Borrower and the Bermuda Partnership and any Person which owns, directly
or indirectly, Equity Interests therein); provided, however, that any such
assets so sold shall be comprised of "non-core" assets which (i) are not
material to the operations of the U.S. Borrower and its Subsidiaries and (ii)
generated an insignificant portion of Consolidated EBITDA during the twelve
month period prior to the date of such sale.

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

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

                  "Converted Tranche C Term Loans" shall have the meaning
provided in Section 1.01(i).

                                     -183-
<PAGE>

                  "Co-Syndication Agent" shall have the meaning provided in the
first paragraph of this Agreement and shall include any successor to a
Co-Syndication Agent appointed pursuant to Section 12.10.

                  "Credit Agreement Party" shall mean Holdings and each
Borrower.

                  "Credit Documents" shall mean this Agreement, the Notes, each
Subsidiaries Guaranty, the Capital Call Agreement, the Intercompany
Subordination Agreement, each Special Colombian Put Note and each Special
Colombian Put Note Agreement (after the execution and delivery thereof), the
Canadian Bond, each Security Document, each Incremental Loan Commitment
Agreement and any other guarantees or security documents executed and delivered
for the benefit of the Lenders in accordance with the requirements of this
Agreement and any other guaranties, pledge agreements or security documents
executed and delivered in accordance with the requirements of Sections 8.11,
8.12 and/or 9.17.

                  "Credit Event" shall mean the making of a Loan (other than a
Revolving Loan made pursuant to a Mandatory Borrowing), the issuance of a Letter
of Credit or the issuance of a Bank Guaranty.

                  "Credit Party" shall mean each U.S. Credit Party and each
Foreign Credit Party.

                  "DBAG" shall mean Deutsche Bank AG New York Branch, in its
individual capacity, and any successor corporation thereto by merger,
consolidation or otherwise.

                  "DBSI" shall mean Deutsche Bank Securities Inc., in its
individual capacity, and any successor corporation thereto by merger,
consolidation or otherwise.

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

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

                  "Dividend" shall have the meaning provided in Section 9.06.

                  "Documents" shall mean and include (i) the Credit Documents,
(ii) the Acquisition Documents, (iii) the Common Equity Financing Documents,
(iv) the New Senior Notes Documents, (v) the Intercompany Distribution
Transaction Documents, (vi) the Sale-Leaseback Transaction Documents, (vii)
Existing Senior Notes Documents and the Existing Senior Notes Supplement, (viii)
the Foreign Asset Transfer Documents, (ix) the Refinancing Documents, and (x)
the New 2010 Senior Notes Documents.

                  "Dole Settlement Company" shall mean the U.S. Borrower or a
Qualified U.S. Obligor that is not subject to the guaranty limitation applicable
to the Bermuda Partnership Partners contained in the U.S. Subsidiaries Guaranty.

                  "Dollar Denominated Bank Guaranty" shall mean each Bank
Guaranty denominated in Dollars.

                                     -184-
<PAGE>

                  "Dollar Denominated Bank Guaranty Outstandings" shall mean, at
any time, the sum of (i) the aggregate Face Amount of all outstanding Dollar
Denominated Bank Guaranties at such time and (ii) the aggregate amount of all
Unreimbursed Payments with respect to Dollar Denominated Bank Guaranties at such
time.

                  "Dollar Denominated Letter of Credit" shall mean each Letter
of Credit denominated in Dollars.

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

                  "Dollar Denominated Loan" shall mean all Loans denominated in
Dollars, which shall include each Tranche A Term Loan, each Tranche B Term Loan,
each Tranche C Term Loan, each Incremental Term Loan, each Dollar Facility
Revolving Loan, each Dollar Facility Swingline Loan, each Multicurrency Facility
Revolving Loan made in Dollars and each Multicurrency Facility Swingline Loan
made in Dollars, as well as each Multicurrency Facility Revolving Loan or
Multicurrency Facility Swingline Loan converted into Dollars in accordance with
the provisions of Section 1.14.

                  "Dollar Denominated Revolving Loan" shall mean all Revolving
Loans incurred in Dollars, including all Multicurrency Facility Revolving Loans
denominated in Dollars and all Dollar Facility Revolving Loans.

                  "Dollar Denominated Swingline Loan" shall mean all Swingline
Loans incurred in Dollars, including all Multicurrency Facility Swingline Loans
denominated in Dollars and all Dollar Facility Swingline Loans.

                  "Dollar Equivalent" of an amount denominated in a currency
other than Dollars shall mean, at any time for the determination thereof, the
amount of Dollars which could be purchased with the amount of such currency
involved in such computation at the spot exchange rate therefor as quoted by the
Administrative Agent as of 11:00 A.M. (New York time) on the date two Business
Days prior to the date of any determination thereof for purchase on such date
(or, in the case of (1) any determination pursuant to Section 1.14 or 13.23 or
Section 26 (or any analogous provision) of any Subsidiaries Guaranty or (2) with
respect to Euro Denominated Swingline Loans, on the date of determination);
provided that (w) the Dollar Equivalent of any Unpaid Drawing under a Sterling
Denominated Letter of Credit shall be determined at the time the drawing under
the related Letter of Credit was paid or disbursed by the respective Issuing
Lender, (x) the Dollar Equivalent of any Unreimbursed Payment under a Sterling
Denominated Bank Guaranty shall be determined at the time the payment under the
related Bank Guaranty was made or disbursed by the respective Bank Guaranty
Issuer, (y) following the occurrence of a Sharing Event, the Dollar Equivalent
of any Unpaid Drawing or unreimbursed payment under a Multicurrency Facility
Letter of Credit expressed in Euros shall be determined on the later of the time
the drawing under the related Letter of Credit was paid or disbursed by the
Issuing Lender or the date of the occurrence of the Sharing Event and (z)
following the occurrence of a Sharing Event, the Dollar Equivalent of any
Unreimbursed Payment under a Bank Guaranty expressed in

                                     -185-
<PAGE>

Euros shall be determined on the later of the time the payment under the related
Bank Guaranty was made or disbursed by the Bank Guaranty Issuer or the date of
the occurrence of the Sharing Event, provided further, that for purposes of (x)
determining compliance with Sections 1.01(c), (e) and (g), 2A.01(c), 2B.01(c),
4.02(a) and 6A.01 and (y) calculating Fees pursuant to Section 3.01 (except Fees
which are expressly required to be paid in a currency other than Dollars
pursuant to Section 3.01), the Dollar Equivalent of any amounts denominated in a
currency other than Dollars shall be revalued on a monthly basis using the spot
exchange rates therefor as quoted in Reuters ECB Page 37 (or, if same does not
provide such exchange rates, on such other basis as is reasonably satisfactory
to the Administrative Agent) on the last Business Day of each calendar month,
provided, however, that at any time during a calendar month, if the Aggregate
Multicurrency Facility RL Exposure (for the purposes of the determination
thereof, using the Dollar Equivalent as recalculated based on the spot exchange
rate therefor as quoted in Reuters ECB Page 37 (or, if same does not provide
such exchange rates, on such other basis as is reasonably satisfactory to the
Administrative Agent) on the respective date of determination pursuant to this
exception) would exceed 85% of the Total Multicurrency Facility Revolving Loan
Commitment, then in the sole discretion of the Administrative Agent or at the
request of the Required Lenders, the Dollar Equivalent shall be reset based upon
the spot exchange rates on such date as quoted in the Reuters ECB Page 37 (or,
if same does not provide such exchange rates, on such other basis as is
reasonably satisfactory to the Administrative Agent), which rates shall remain
in effect until the last Business Day of such calendar month or such earlier
date, if any, as the rate is reset pursuant to this proviso. Notwithstanding
anything to the contrary contained in this definition, at any time that a
Default or an Event of Default then exists, the Administrative Agent may revalue
the Dollar Equivalent of any amounts outstanding under the Credit Documents in a
currency other than Dollars in its sole discretion.

                  "Dollar Facility Letter of Credit" shall mean each Letter of
Credit (which must be denominated in Dollars) issued to the U.S. Borrower or the
Bermuda Borrower pursuant to Section 2A.01 and designated as such by the
respective Borrower in the respective Letter of Credit Request.

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

                  "Dollar Facility RL Lender" shall mean any Lender with a
Dollar Facility Revolving Loan Commitment (without giving effect to any
termination of the Total Dollar Facility Revolving Loan Commitment if any Dollar
Facility Swingline Loans or Dollar Facility Letter of Credit Outstandings remain
outstanding) or outstanding Dollar Facility Revolving Loans (or any
participation in any Dollar Facility Letter of Credit Outstandings).

                  "Dollar Facility RL Percentage" of any Dollar Facility RL
Lender at any time shall be that percentage which is equal to a fraction
(expressed as a percentage) the numerator of which is the Dollar Facility
Revolving Loan Commitment of such Dollar Facility RL Lender at such time and the
denominator of which is the Total Dollar Facility Revolving Loan Commitment at
such time, provided that if any such determination is to be made after the Total
Dollar Facility Revolving Loan Commitment (and the related Dollar Facility
Revolving Loan Commitments

                                     -186-
<PAGE>

of the Lenders) has (or have) terminated, the determination of such percentages
shall be made immediately before giving effect to such termination.

                  "Dollar Facility Revolving Loan" shall have the meaning
provided in Section 1.01(d).

                  "Dollar Facility Revolving Loan Commitment" shall mean, for
each Lender, the amount set forth opposite such Lender' s name on Schedule I
hereto directly below the column entitled "Dollar Facility Revolving Loan
Commitment", as same may be (x) reduced from time to time and/or terminated
pursuant to Section 3.02, 3.03, 4.02 and/or 10, (y) adjusted from time to time
as a result of assignments to or from such Lender pursuant to Section 1.13 or
13.04(b), or (z) increased from time to time pursuant to Section 1.17.

                  "Dollar Facility Revolving Note" shall have the meaning
provided in Section 1.05(a).

                  "Dollar Facility Swingline Loan" shall have the meaning
provided in Section 1.01(f).

                  "Dollar Facility Swingline Note" shall have the meaning
provided in Section 1.05(a).

                  "Domestic Subsidiary" shall mean, as to any Person, any
Subsidiary of such Person incorporated or organized in the United States or any
State or territory thereof.

                  "Effective Date" shall have the meaning provided in Section
13.10.

                  "Eligible Transferee" shall mean and include a commercial
bank, a mutual fund, an insurance company, a financial institution, a "qualified
institutional buyer" (as defined in Rule 144A of the Securities Act), any fund
that regularly invests in bank loans or any other "accredited investor" (as
defined in Regulation D of the Securities Act), but in any event excluding any
individual and Holdings and its Subsidiaries and Affiliates.

                  "Employee Benefit Plans" shall have the meaning set forth in
Section 5.19.

                  "End Date" shall have the meaning provided in the definition
of Applicable Margin.

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

                                     -187-
<PAGE>

                  "Environmental Law" shall mean any federal, state or local
policy having the force and effect of law, statute, law, rule, regulation,
ordinance, code or rule of common law now or hereafter in effect and in each
case as amended, and any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent, decree or judgment (for
purposes of this definition (collectively, "Laws")), relating to the indoor or
outdoor environment, or Hazardous Materials or health and safety to the extent
such health and safety issues arise under the Occupational Safety and Health Act
of 1970, as amended, or any such similar Laws.

                  "Equity Interests" of any Person shall mean any and all
shares, interests, rights to purchase, warrants, options, participation or other
equivalents of or interest in (however designated) equity of such Person,
including any preferred stock, any limited or general partnership interest and
any limited liability company membership interest.

                  "Equity Investors" shall mean, collectively, David H. Murdock,
the David H. Murdock Living Trust and Castle & Cooke Holdings, Inc.

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

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

                  "Euro B/G Face Amount" of each Euro Denominated Bank Guaranty
shall, at any time, mean the maximum amount payable under such Bank Guaranty
(expressed in Euros) (in each case determined without regard to whether any
conditions to payment thereunder could then be met, but after giving effect to
all previous payments (if any) made thereunder).

                  "Euro Denominated Bank Guaranty" shall mean each Bank Guaranty
denominated in Euros.

                  "Euro Denominated Bank Guaranty Outstandings" shall mean, at
any time, the sum of (i) the aggregate Face Amount of all outstanding Euro
Denominated Bank Guaranties at such time and (ii) the aggregate amount of all
Unreimbursed Payments with respect to Euro Denominated Bank Guaranties at such
time.

                  "Euro Denominated Letter of Credit" shall mean each Letter of
Credit denominated in Euros.

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

                                     -188-
<PAGE>

                  "Euro Denominated Loan" shall mean all Loans denominated in
Euros, including all Euro Denominated Revolving Loans and all Euro Denominated
Swingline Loans.

                  "Euro Denominated Revolving Loan" shall mean each
Multicurrency Facility Revolving Loan denominated in Euros at the time of the
incurrence thereof.

                  "Euro Denominated Swingline Loan" shall mean each
Multicurrency Facility Swingline Loan denominated in Euros at the time of the
incurrence thereof.

                  "Euro Equivalent" shall mean, at any time for the
determination thereof, the amount of Euros which could be purchased with the
amount of Dollars involved in such computation at the spot rate of exchange
therefor as quoted by the Administrative Agent as of 11:00 A.M. (New York time)
on the date two Business Days prior to the date of any determination thereof for
purchase on such date with respect to Euro Denominated Revolving Loans and on
the date of any determination thereof for purchase on such date with respect to
Euro Denominated Swingline Loans (or, in the case of any determination pursuant
to Section 1.14 or 13.23 or Section 26 (or any analogous provision) of any
Subsidiaries Guaranty, on the date of determination).

                  "Euro L/C Stated Amount" of each Euro Denominated Letter of
Credit shall, at any time, mean the maximum amount available to be drawn
thereunder (expressed in Euros) (in each case determined without regard to
whether any conditions to drawing could then be met, but after giving effect to
all previous drawings made thereunder).

                  "Euro LIBOR" shall mean, with respect to each Borrowing of
Euro Denominated Revolving Loans, (i) the rate per annum for deposits in Euros
as determined by the Administrative Agent for a period corresponding to the
duration of the relevant Interest Period which appears on Reuters Page
EURIBOR-01 (or any successor page) at approximately 11:00 A.M. (Brussels time)
on the date which is two Business Days prior to the commencement of such
Interest Period or (ii) if such rate is not shown on Reuters Page EURIBOR-01 (or
any successor page), the average offered quotation to prime banks in the
Euro-zone interbank market by the Administrative Agent for Euro deposits of
amounts comparable to the principal amount of the Euro Denominated Loan to be
made by the Administrative Agent as part of such Borrowing with maturities
comparable to the Interest Period to be applicable to such Loan (rounded upward
to the next whole multiple of 1/16 of 1%), determined as of 11:00 A.M. (Brussels
time) on the date which is two Business Days prior to the commencement of such
Interest Period; provided that in the event the Administrative Agent has made
any determination pursuant to Section 1.10(a)(i) in respect of Loans denominated
in Euros, or in the circumstances described in clause (i) to the proviso to
Section 1.10(b) in respect of Loans denominated in Euros, Euro LIBOR determined
pursuant to this definition shall instead be the rate determined by the
Administrative Agent as the all-in-cost of funds for the Administrative Agent
(or such other Lender) to fund a Borrowing of Loans denominated in Euros with
maturities comparable to the Interest Period applicable thereto.

                  "Euro Rate" shall mean and include each of the Eurodollar
Rate, Euro LIBOR and the Overnight Euro Rate.

                  "Euro Rate Loan" shall mean each Eurodollar Loan and each Euro
Denominated Loan.

                                     -189-
<PAGE>

                  "Eurodollar Loans" shall mean each Dollar Denominated Loan
(excluding Swingline Loans) designated as such by the respective Borrower or
Borrowers at the time of the incurrence thereof or conversion thereto.

                  "Eurodollar Rate" shall mean, for any Interest Period, in the
case of any U.S. Dollar Denominated Loan, (i) the arithmetic average (rounded
upwards to the nearest 1/16 of 1%) of the offered quotation to first class banks
in the interbank Eurodollar market by DBAG for U.S. dollar deposits of amounts
in immediately available funds comparable to the principal amount of the
applicable Eurodollar Loan for which the Eurodollar Rate is being determined
with maturities comparable to the Interest Period for which such Eurodollar Rate
will apply, as of approximately 10:00 A.M. (New York time) on the Interest
Determination Date divided by (ii) a percentage equal to 100% minus the then
stated maximum rate of all reserve requirements (including, without limitation,
any marginal, emergency, supplemental, special or other reserves) applicable to
any member bank of the Federal Reserve System in respect of Eurocurrency
liabilities as defined in Regulation D (or any successor category of liabilities
under Regulation D). The determination of the Eurodollar Rate by the
Administrative Agent shall be conclusive and binding on the Borrowers absent
demonstrable error.

                  "Euros" and the designation "E" shall mean the currency
introduced on January 1, 1999 at the start of the third stage of European
economic and monetary union pursuant to the Treaty (expressed in euros).

                  "Event of Default" shall have the meaning provided in Section
10.

                  "Excess Cash Flow" shall mean, for any period, the remainder
of (a) the sum of, without duplication, (i) Adjusted Consolidated Net Income for
such period and (ii) the decrease, if any, in Adjusted Consolidated Working
Capital from the first day to the last day of such period, minus (b) the sum of,
without duplication, (i) the aggregate amount of all Capital Expenditures made
by Holdings and its Subsidiaries during such period (other than Capital
Expenditures to the extent financed with equity proceeds, Equity Interests,
asset sale proceeds, insurance proceeds or Indebtedness (other than with
Revolving Loans or Swingline Loans)), (ii) the aggregate amount of permanent
principal payments of Indebtedness for borrowed money of Holdings and its
Subsidiaries and the permanent repayment of the principal component of
Capitalized Lease Obligations of Holdings and its Subsidiaries during such
period (other than (A) repayments to the extent made with asset sale proceeds,
equity proceeds, insurance proceeds or Indebtedness and (B) repayments of Loans,
provided that repayments of Loans shall only be deducted in determining Excess
Cash Flow if such repayments were (x) required as a result of a Scheduled
Repayment under Section 4.02(b) or (m) or any Scheduled Repayment (as defined
herein prior to the Third Amendment Effective Date) under Section 4.02(b) (as in
effect immediately prior to the Third Amendment Effective Date) or (y) made as a
voluntary prepayment with internally generated funds (but in the case of a
voluntary prepayment of Revolving Loans or Swingline Loans, only to the extent
accompanied by a voluntary reduction to the Total Revolving Loan Commitment in
an amount equal to such prepayment)) and (iii) the increase, if any, in Adjusted
Consolidated Working Capital from the first day to the last day of such period.

                                     -190-
<PAGE>

                  "Excess Cash Flow Payment Period" shall mean, with respect to
any Excess Cash Payment Date, (i) in the case of the first Excess Cash Payment
Date occurring after the Initial Borrowing Date, the period commencing on the
first day of the 2d Fiscal Quarter of Fiscal Year 2003 and ending on December
31, 2003 and (ii) in the case of each subsequent Excess Cash Payment Date, the
immediately preceding Fiscal Year of Holdings.

                  "Excess Cash Payment Date" shall mean the date occurring 90
days after the last day of a Fiscal Year of Holdings (commencing with the Fiscal
Year of Holdings ended closest to December 31, 2003).

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Exchange Percentage" shall mean, as to each Lender, a
fraction, expressed as a decimal, in each case determined on the date of
occurrence of a Sharing Event (but before giving effect to any actions to occur
on such date pursuant to Section 1.14) of which (a) the numerator shall be the
sum of (i) the RL Percentage of such Lender of (x) the aggregate outstanding
principal of all Revolving Loans and Swingline Loans (taking the Dollar
Equivalents of any amounts expressed in currencies other than Dollars on the
date of the occurrence of the Sharing Event), (y) the aggregate amount of Letter
of Credit Outstandings and (z) the aggregate amount of Bank Guaranty
Outstandings and (ii) the aggregate principal amount of all outstanding Term
Loans of such Lender, and (b) the denominator of which shall be the sum of (i)
the sum of (x) the aggregate outstanding principal of all Revolving Loans and
Swingline Loans (taking the Dollar Equivalents of any amounts expressed in
currencies other than Dollars on the date of the occurrence of the Sharing
Event), (y) the aggregate amount of Letter of Credit Outstandings and (z) the
aggregate amount of Bank Guaranty Outstandings, and (ii) the aggregate principal
amount of all outstanding Term Loans of all Lenders.

                  "Excluded Bermuda Insurance Companies" shall mean and include
(i) Ashford Company Limited, a limited liability corporation organized under
laws of Bermuda, and (ii) Mendocino Limited, a limited liability corporation
organized under laws of Bermuda.

                  "Excluded Collateral" shall mean and include (i) each
Principal Property of the U.S. Borrower and any of its Restricted Subsidiaries,
(ii) all shares of capital stock or Indebtedness (as defined in the Existing
2013 Senior Notes Indenture as in effect on the Initial Borrowing Date) of any
Restricted Subsidiary of the U.S. Borrower (which Indebtedness (as so defined)
is then held by the U.S. Borrower or any Restricted Subsidiary) and (iii) Margin
Stock owned or held by Holdings or any of its Subsidiaries, except to the extent
required to be pledged pursuant to Section 8.23; provided that (x) the
collateral described in preceding clauses (i) and (ii) shall cease to constitute
"Excluded Collateral" upon the repayment in full of all Existing 2009 Senior
Notes and all Existing 2013 Senior Notes and (y) as the term "Excluded
Collateral" is used in any Foreign Security Document, such term shall not
include any Principal Property referred to in clause (i) above.

                  "Excluded Domestic Subsidiary" shall mean County Line Mutual
Water Company, a Wholly-Owned Domestic Subsidiary of the U.S. Borrower.

                                     -191-
<PAGE>

                  "Excluded Foreign Subsidiaries" shall mean Foreign
Subsidiaries of the U.S. Borrower organized in Qualified Non-U.S. Jurisdictions
and listed on Part B of Schedule XV; provided that any Foreign Subsidiary listed
on Part B of Schedule XV which merges or consolidates with or into any other
Foreign Subsidiary of the U.S. Borrower that is a Qualified Obligor organized in
the jurisdiction of organization of such listed Foreign Subsidiary shall cease
to be an "Excluded Foreign Subsidiary" for purposes of this Agreement.

                  "Excluded Event" shall mean the taking of any action, or the
adoption of any law, rule or regulation, by any governmental authority which
results in a deficiency that would otherwise give rise to a Default or Event of
Default under any of Sections 10.07, 10.08, 10.12(b), 10.12(c) and/or 10.13;
provided that (i) any such deficiency or default shall relate solely to a
Foreign Subsidiary of Holdings (other than a Foreign Subsidiary organized under
the laws of Bermuda), its business or properties and the Credit Documents to
which such Foreign Subsidiary is a party and (ii) the aggregate fair market
value of all Property of all Foreign Subsidiaries subject to any such
deficiencies or defaults (including all Property which would have been Property
of the respective Foreign Subsidiaries if the actions described in Section 10.13
had not been taken) shall not exceed $15,000,000.

                  "Existing Credit Agreement" shall mean that certain Credit
Agreement, dated as of July 29, 1996, among the U.S. Borrower and various
financial institutions, as in effect on the Initial Borrowing Date.

                  "Existing Indebtedness" shall mean and include Scheduled
Existing Indebtedness and the Existing Senior Notes Documents.

                  "Existing Indebtedness Agreements" shall have the meaning
provided in Section 5.19.

                  "Existing Bank Guaranties" shall have the meaning provided in
Section 2B.01(d).

                  "Existing Letters of Credit" shall have the meaning provided
in Section 2A.01(d).

                  "Existing Senior Notes To Be Refinanced" shall mean and
include (i) the Existing 2003 Senior Notes Documents and (ii) the Existing 2005
Senior Notes Documents.

                  "Existing Senior Notes Documents" shall mean and include (i)
the Existing 2009 Senior Notes Documents, (ii) the Existing 2013 Senior Notes
Documents, (iii) the Existing 2003 Senior Notes Documents and (iv) the Existing
2005 Senior Notes Documents.

                  "Existing Senior Notes Indenture Supplement" shall have the
meaning provided in Section 5.10.

                  "Existing Sterling Letters of Credit" shall have the meaning
provided in Section 2A.01(e).

                  "Existing Tranche B Term Loan Borrowing" shall have the
meaning provided in Section 1.01(i).

                                     -192-
<PAGE>

                  "Existing 2005 Senior Notes" shall mean the U.S. Borrower's
6-3/8% Senior Notes due 2005, issued pursuant to the Existing 2005 Senior Notes
Indenture, as in effect on the Initial Borrowing Date and as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

                  "Existing 2005 Senior Notes Documents" shall mean the Existing
2005 Senior Notes, the Existing 2005 Senior Notes Indenture and all other
documents executed and delivered with respect to the Existing 2005 Senior Notes
or Existing 2005 Senior Notes Indenture, as in effect on the Initial Borrowing
Date and as the same may be amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof.

                  "Existing 2005 Senior Notes Indenture" shall mean the
Indenture, dated as of July 15, 1993, among the U.S. Borrower and the trustee
therefor, as in effect on the Initial Borrowing Date and as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

                  "Existing 2009 Senior Notes" shall mean the U.S. Borrower's
7-1/4% Senior Notes due 2009, issued pursuant to the Existing 2009 Senior Notes
Indenture, as in effect on the Initial Borrowing Date and as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

                  "Existing 2009 Senior Notes Documents" shall mean the Existing
2009 Senior Notes, the Existing 2009 Senior Notes Indenture and all other
documents executed and delivered with respect to the Existing 2009 Senior Notes
or Existing 2009 Senior Notes Indenture, as in effect on the Initial Borrowing
Date and as the same may be amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof.

                  "Existing 2009 Senior Notes Indenture" shall mean the
Indenture, dated as of July 15, 1993, among the U.S. Borrower, any U.S.
Subsidiary Guarantors from time to time party thereto and the trustee therefor,
as in effect on the Initial Borrowing Date and as the same may be amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

                  "Existing 2003 Senior Notes" shall mean the U.S. Borrower's 7%
Senior Notes due 2003, issued pursuant to the Existing 2003 Senior Notes
Indenture, as in effect on the Initial Borrowing Date and as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

                  "Existing 2003 Senior Notes Documents" shall mean the Existing
2003 Senior Notes, the Existing 2003 Senior Notes Indenture and all other
documents executed and delivered with respect to the Existing 2003 Senior Notes
or Existing 2003 Senior Notes Indenture, as in effect on the Initial Borrowing
Date and as the same may be amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof.

                  "Existing 2003 Senior Notes Indenture" shall mean the
Indenture, dated as of April 15, 1993, among the U.S. Borrower and the trustee
therefor, as in effect on the Initial Borrowing Date and as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

                                     -193-
<PAGE>

                  "Existing 2013 Senior Notes" shall mean the U.S. Borrower's
7-7/8% Senior Notes due 2013, issued pursuant to the Existing 2013 Senior Notes
Indenture, as in effect on the Initial Borrowing Date and as the same may be
amended, modified or supplemented from time to time in accordance with the terms
hereof and thereof.

                  "Existing 2013 Senior Notes Documents" shall mean the Existing
2013 Senior Notes, the Existing 2013 Senior Notes Indenture and all other
documents executed and delivered with respect to the Existing 2013 Senior Notes
or Existing 2013 Senior Notes Indenture, as in effect on the Initial Borrowing
Date and as the same may be amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof.

                  "Existing 2013 Senior Notes Indenture" shall mean the
Indenture, dated as of July 15, 1993, among the U.S. Borrower, any U.S.
Subsidiary Guarantors from time to time party thereto and the trustee therefor,
as in effect on the Initial Borrowing Date and as the same may be amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

                  "Face Amount" of each Bank Guaranty shall, at any time, mean
the maximum amount payable thereunder (in each case determined without regard to
whether any conditions to payment could then be met, but after giving effect to
all previous payments made thereunder), provided that (i) except as such term is
used in Section 2B.02 and except as provided in the definition of "Euro B/G Face
Amount", the "Face Amount" of each Euro Denominated Bank Guaranty and each
Sterling Denominated Bank Guaranty shall be, on any date of calculation, the
Dollar Equivalent of the maximum amount payable in Euros or Sterling, as the
case may be, thereunder (determined without regard to whether any conditions to
payment could then be met but after giving effect to all previous payments made
thereunder).

                  "Facing Fee" shall have the meaning provided in Section
3.01(c).

                  "Fair Market Value" shall mean, with respect to any asset, the
price at which a willing buyer, not an Affiliate of the seller, and a willing
seller who does not have to sell, would agree to purchase and sell such asset,
as determined in good faith by the board of directors or other governing body
or, pursuant to a specific delegation of authority by such board of directors or
governing body, a designated senior executive officer, of Holdings, or the
Subsidiary of Holdings selling such asset.

                  "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal Funds transactions with members of the Federal
Reserve System arranged by Federal Funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Lender of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal Funds
brokers of recognized standing selected by the Administrative Agent.

                  "Fee Capped Foreign Subsidiary Guarantor" shall mean any
Foreign Credit Party organized under the laws of a jurisdiction in which (x) the
guaranties and/or secured obligations

                                     -194-
<PAGE>

under the respective Credit Documents are not required by the laws of such
jurisdiction to be limited in any way and (y) the guaranties and/or secured
obligations under the respective Credit Documents have been voluntarily limited
(at the request of such Foreign Credit Party) to reduce the amount of
registration, notorial or other fees, taxes or amounts payable in connection
with the recordation or perfection of the security interests purported to be
created pursuant to the relevant Security Documents.

                  "Fees" shall mean all amounts payable pursuant to, or referred
to in, Section 3.01.

                  "First Amendment" shall mean the First Amendment to this
Agreement, dated as of May 29, 2003.

                  "First Amendment Effective Date" shall have the meaning
provided in the First Amendment.

                  "Fiscal Quarter" means, for any Fiscal Year, each of (i) the
first twelve weeks of such Fiscal Year, (ii) the thirteenth week of such Fiscal
Year through the twenty-fourth week of such Fiscal Year, (iii) the twenty-fifth
week of such Fiscal Year through the forty-first week of such Fiscal Year and
(iv) forty-second week of such Fiscal Year through the last day of such Fiscal
Year, as the case may be. For purposes of this Agreement, a reference to the 1st
Fiscal Quarter of any Fiscal Year shall be a reference to the period referred to
in clause (i) above; a reference to the 2nd Fiscal Quarter of any Fiscal Year
shall be a reference to the period referred to in clause (ii) above; a reference
to the 3rd Fiscal Quarter of any Fiscal Year shall be a reference to the period
referred to in clause (iii) above; and a reference to the 4th Fiscal Quarter of
any Fiscal Year shall be a reference to the period referred to in clause (iv)
above.

                  "Fiscal Year" means the fiscal year of Holdings and its
Subsidiaries ending on the Saturday nearest to December 31 of each calendar
year. For purposes of this Agreement, any particular Fiscal Year shall be
designated by reference to the calendar year in which the majority of such
Fiscal Year falls.

                  "Fleet" shall mean Fleet National Bank, in its individual
capacity, and any successor corporation thereto by merger, consolidation or
otherwise.

                  "Foreign Asset Transfer" shall have the meaning provided in
Section 5.08(b).

                  "Foreign Asset Transfer Documents" shall mean the various
documents and agreements entered into in connection with the Foreign Asset
Transfer.

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

                  "Foreign Credit Party Pledge Agreement" shall have the meaning
provided in Section 5.15(b).

                  "Foreign Mortgaged Property" shall mean each Real Property
located outside the United States and the States and territories thereof with
respect to which a Mortgage is required to be delivered pursuant to the terms of
this Agreement.

                                     -195-
<PAGE>

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

                  "Foreign Pledge Agreement" shall have the meaning provided in
Section 5.15(c).

                  "Foreign Security Agreement" shall have the meaning provided
in Section 5.17.

                  "Foreign Security Document" shall mean each Security Document
other than a U.S. Security Document.

                  "Foreign Subsidiaries Guaranty" shall have the meaning
provided in Section 5.14(b) and shall include any counterpart thereof and any
other similar guaranty executed and delivered by any Foreign Subsidiary of
Holdings pursuant to Section 8.11, 9.05(xxi) or 9.17.

                  "Foreign Subsidiary" shall mean, as to any Person, any
Subsidiary of such Person that is not a Domestic Subsidiary of such Person.

                  "Foreign Subsidiary Guarantor" shall mean each Foreign
Subsidiary of Holdings (other than the Bermuda Borrower and any Non-Guarantor
Subsidiary) which executes and delivers a Foreign Subsidiaries Guaranty, unless
and until such time as the respective Foreign Subsidiary ceases to constitute a
Foreign Subsidiary or is released from all of its obligations under its Foreign
Subsidiaries Guaranty in accordance with the terms and provisions thereof.

                  "Foreign Unrestricted Subsidiary" of any Person shall mean any
Foreign Subsidiary of such Person that is an Unrestricted Subsidiary.

                  "Fronting Fee" shall have the meaning provided in Section
3.01(f).

                  "Guaranteed Creditors" shall mean and include each of the
Agents, the Collateral Agent, the Lenders, the Issuing Lenders, the Bank
Guaranty Issuers and each Person (other than any Credit Party or any of its
Subsidiaries) party to an Interest Rate Protection Agreement or Other Hedging
Agreement to the extent that such Person constitutes a Secured Creditor under
the Security Documents.

                  "Guarantors" shall mean and include Holdings, the U.S.
Borrower and each Subsidiary Guarantor.

                  "Guaranty" shall mean and include the Holdings Guaranty, the
U.S. Borrower's Guaranty and each Subsidiaries Guaranty.

                  "Hazardous Materials" shall mean (a) any petrochemical or
petroleum products, radioactive materials, asbestos in any form that is or could
become friable, urea formaldehyde foam insulation, transformers or other
equipment that contain dielectric fluid containing levels of

                                     -196-
<PAGE>

polychlorinated biphenyls, and radon gas; and (b) any chemicals, materials or
substances defined as or included in the definition of "hazardous substances,"
"hazardous wastes," "hazardous materials," "restricted hazardous materials,"
"extremely hazardous wastes," "restrictive hazardous wastes," "toxic
substances," "toxic pollutants," "contaminants" or "pollutants," or words of
similar meaning and regulatory effect.

                  "Highest Adjustable Applicable Margins" shall have the meaning
provided in the definition of Applicable Margin contained herein.

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

                  "Holdings Business Condition" shall mean, for any quarterly
accounting period or Fiscal Year, Holdings having at all times during such
period (i) owned no significant assets (other than the capital stock of the U.S.
Borrower) and had no liabilities or Indebtedness (other than those liabilities
and Indebtedness for which it is responsible under this Agreement and the other
Documents to which it is a party) and (ii) otherwise complied with the
requirements of Section 9.01(b).

                  "Holdings Common Stock" shall have the meaning provided in
Section 7.13(a).

                  "Holdings Equity Contribution" shall have the meaning provided
in Section 5.09(a).

                  "Holdings Guaranteed Obligations" shall mean (i) the principal
and interest on each Note issued to each Lender, and all Loans made, under this
Agreement, all reimbursement obligations and Unpaid Drawings with respect to
Letters of Credit and all reimbursement obligations and Unreimbursed Payments
with respect to Bank Guaranties, together with all the other obligations
(including obligations which, but for the automatic stay under Section 362(a) of
the Bankruptcy Code, would become due) and liabilities (including, without
limitation, indemnities, fees and interest thereon) of the Borrowers (or either
of them) to each Lender, each Agent, each Issuing Lender, each Bank Guaranty
Issuer and the Collateral Agent now existing or hereafter incurred under,
arising out of or in connection with this Agreement and each other Credit
Document and the due performance and compliance by each Borrower with all the
terms, conditions and agreements contained in this Agreement and each other
Credit Document to which it is a party and (ii) all obligations (including
obligations which, but for the automatic stay under Section 362(a) of the
Bankruptcy Code, would become due) and liabilities of the U.S. Borrower or any
of its Subsidiaries owing under any Interest Rate Protection Agreement or Other
Hedging Agreement entered into by the U.S. Borrower or any of its Subsidiaries
with any Lender or any affiliate thereof (even if such Lender subsequently
ceases to be a Lender under this Agreement for any reason) so long as such
Lender or affiliate participates in such Interest Rate Protection Agreement or
Other Hedging Agreement, and their subsequent assigns, if any, whether now in
existence or hereafter arising, and the due performance and compliance with all
terms, conditions and agreements contained therein.

                                     -197-
<PAGE>

                  "Holdings Guaranteed Party" shall mean each Borrower and each
Subsidiary of Holdings party to any Interest Rate Protection Agreement or Other
Hedging Agreement with any Secured Creditor.

                  "Holdings Guaranty" shall mean the guaranty of Holdings
pursuant to Section 14.

                  "HQ Lease Agreements" shall have the meaning provided such
term in the U.S. Security Agreement.

                  "Incremental Dollar Facility RL Commitment" shall mean, for
any Lender, any commitment by such Lender to make Dollar Facility Revolving
Loans pursuant to Section 1.01(d) as agreed to by such Lender in the respective
Incremental Dollar Facility RL Commitment Agreement delivered pursuant to
Section 1.17; it being understood, however, that on each date upon which an
Incremental Dollar Facility RL Commitment of any Lender becomes effective, such
Incremental Dollar Facility RL Commitment of such Lender shall be added to (and
thereafter become a part of) the Dollar Facility Revolving Loan Commitment of
such Lender for all purposes of this Agreement as contemplated by Section 1.17.

                  "Incremental Dollar Facility RL Commitment Agreement" shall
mean each Incremental Dollar Facility RL Commitment Agreement in the form of
Exhibit T (appropriately completed) executed in accordance with Section 1.17.

                  "Incremental Dollar Facility RL Commitment Date" shall mean
each date upon which an Incremental Dollar Facility RL Commitment under an
Incremental Dollar Facility RL Commitment Agreement becomes effective as
provided in Section 1.17(b).

                  "Incremental Dollar Facility RL Lender" shall have the meaning
specified in Section 1.17(b).

                  "Incremental Loan Commitment" shall mean any Incremental Term
Loan Commitment, any Incremental Multicurrency Facility Revolving Loan
Commitment and/or any Incremental Dollar Facility Revolving Loan Commitment, as
the context may require.

                  "Incremental Loan Commitment Agreement" shall mean any
Incremental Term Loan Commitment Agreement, any Incremental Multicurrency
Facility RL Commitment Agreement and/or any Incremental Dollar Facility RL
Commitment Agreement, as the context may require.

                  "Incremental Loan Commitment Date" shall mean any Incremental
Term Loan Borrowing Date, any Incremental Multicurrency Facility RL Commitment
Date or any Incremental Dollar Facility RL Commitment Date, as the context may
require.

                  "Incremental Loan Commitment Request Requirements" shall mean,
with respect to any request for an Incremental Loan Commitment made pursuant to
Section 1.15, 1.16 or 1.17, the satisfaction of each of the following conditions
on the date of such request: (x) no Default or Event of Default then exists or
would result therefrom (for purposes of such determination, assuming the
relevant Loans in an aggregate principal amount equal to the full amount of
Incremental Loan Commitments then requested had been incurred, and the proposed

                                     -198-
<PAGE>

Permitted Acquisition (if any) to be financed with the proceeds of such Loans
had been consummated, on such date of request) and all of the representations
and warranties contained herein and in the other Credit Documents are true and
correct in all material respects at such time (unless stated to relate to a
specific earlier date, in which case such representations and warranties shall
be true and correct in all material respects as of such earlier date); (y)
Holdings shall be in compliance with the covenants contained in Sections 9.08,
9.09, 9.10, 9.11 and 9.13 for the Calculation Period most recently ended prior
to the date of the request for Incremental Loan Commitments, on a Pro Forma
Basis, as if the relevant Loans to be made pursuant to such Incremental Loan
Commitments (assuming the full utilization thereof) had been incurred, and the
proposed Permitted Acquisition (if any) to be financed with the proceeds of such
Loans (as well as other Permitted Acquisitions theretofore consummated after the
first day of such Calculation Period) had occurred, on the first day of such
Calculation Period and (z) no Incremental Term Loan Commitments are then
outstanding, unless the full amount such Incremental Term Loan Commitments will
be utilized on the date of the effectiveness of the Incremental Term Loan
Commitment Agreement to be entered into in connection with the Incremental Term
Loan Commitments of the new Tranche then being requested.

                  "Incremental Loan Commitment Requirements" shall mean, with
respect to any provision of an Incremental Loan Commitment on a given
Incremental Loan Commitment Date, the satisfaction of each of the following
conditions on or prior to the effective date of the respective Incremental Loan
Commitment Agreement: (r) no Default or Event of Default then exists or would
result therefrom (for purposes of such determination, assuming the relevant
Loans in an aggregate principal amount equal to the full amount of Incremental
Loan Commitments then provided had been incurred, and the proposed Permitted
Acquisition (if any) to be financed with the proceeds of such Loans had been
consummated, on such date of effectiveness) and all of the representations and
warranties contained herein and in the other Credit Documents are true and
correct in all material respects at such time (unless stated to relate to a
specific earlier date, in which case such representations and warranties shall
be true and correct in all material respects as of such earlier date); (s)
calculations are made by Holdings demonstrating compliance with the covenants
contained in Sections 9.08, 9.09, 9.10, 9.11 and 9.13 for the Calculation Period
most recently ended prior to such date of effectiveness, on a Pro Forma Basis,
as if the relevant Loans to be made pursuant to such Incremental Loan
Commitments (assuming the full utilization thereof) had been incurred, and the
proposed Permitted Acquisition (if any) to be financed with the proceeds of such
Loans (as well as other Permitted Acquisitions theretofore consummated after the
first day of such Calculation Period) had occurred, on the first day of such
Calculation Period; (t) the delivery by Holdings to the Administrative Agent of
an officer's certificate executed by an Authorized Officer of Holdings and
certifying as to compliance with preceding clauses (r) and (s) and containing
the calculations required by clause (s); (u) the delivery by Holdings to the
Administrative Agent of an officer's certificate executed by an Authorized
Officer of Holdings certifying which provisions of the Existing 2009 Senior
Notes Indenture, the Existing 2013 Senior Notes Indenture, the New 2010 Senior
Notes Indenture and the New Senior Notes Indenture that the respective
incurrence of Incremental Loans will be justified under and demonstrating in
reasonable detail that the full amount of such Incremental Loans may be incurred
in accordance with, and will not violate the provisions of the Existing 2009
Senior Notes Indenture, the Existing 2013 Senior Notes Indenture, the New 2010
Senior Notes Indenture and the New Senior Notes Indenture; (v) the delivery by
Holdings to the Administrative Agent of an acknowledgement in form and substance

                                     -199-
<PAGE>

reasonably satisfactory to the Administrative Agent and executed by each
Guarantor acknowledging that such Incremental Loan Commitment and all Loans
subsequently incurred pursuant to such Incremental Loan Commitment shall
constitute (and be included in the definition of) "Guaranteed Obligations" under
each Guaranty of such Guarantor; (w) the delivery by Holdings and its
Subsidiaries of such technical amendments, modifications and/or supplements to
the respective Security Documents as are reasonably requested by the
Administrative Agent to ensure that the additional Obligations to be incurred
pursuant to the Incremental Loan Commitments are secured by, and entitled to the
benefits of, the relevant Security Documents, and each of the Lenders hereby
agrees to, and authorizes the Collateral Agent to enter into, any such technical
amendments, modifications and/or supplements; (x) the delivery by Holdings to
the Administrative Agent of an opinion or opinions, in form and substance
reasonably satisfactory to the Administrative Agent, from counsel to the Credit
Parties reasonably satisfactory to the Administrative Agent and dated such date,
covering such of the matters set forth in the opinions of counsel delivered to
the Administrative Agent on the Initial Borrowing Date pursuant to Section 5.03
as may be reasonably requested by the Administrative Agent, and such other
matters incident to the transactions contemplated thereby as the Administrative
Agent may reasonably request, (y) the delivery by Holdings and the other Credit
Parties to the Administrative Agent of such other officers' certificates,
resolutions and evidence of good standing as the Administrative Agent shall
reasonably request and (z) the completion by Holdings and the other Credit
Parties of such other actions as the Administrative Agent may reasonably request
in connection with such Incremental Loan Commitment.

                  "Incremental Loan Lender" shall mean any Incremental Term Loan
Lender and/or any Incremental RL Lender, as the context may require.

                  "Incremental Multicurrency Facility RL Commitment" shall mean,
for any Lender, any commitment by such Lender to make Multicurrency Facility
Revolving Loans pursuant to Section 1.01(c) as agreed to by such Lender in the
respective Incremental Multicurrency Facility RL Commitment Agreement delivered
pursuant to Section 1.16; it being understood, however, that on each date upon
which an Incremental Multicurrency Facility RL Commitment of any Lender becomes
effective, such Incremental Multicurrency Facility RL Commitment of such Lender
shall be added to (and thereafter become a part of) the Multicurrency Facility
Revolving Loan Commitment of such Lender for all purposes of this Agreement as
contemplated by Section 1.16.

                  "Incremental Multicurrency Facility RL Commitment Agreement"
shall mean each Incremental Multicurrency Facility Revolving Loan Commitment
Agreement in the form of Exhibit S (appropriately completed) executed in
accordance with Section 1.16.

                  "Incremental Multicurrency Facility RL Commitment Date" shall
mean each date upon which an Incremental Multicurrency Facility RL Commitment
under an Incremental Multicurrency Facility RL Commitment Agreement becomes
effective as provided in Section 1.16(b).

                  "Incremental Multicurrency Facility RL Lender" shall have the
meaning specified in Section 1.16(b).

                                     -200-
<PAGE>

                  "Incremental RL Lender" shall mean any Incremental
Multicurrency Facility RL Lender and any Incremental Dollar Facility RL Lender.

                  "Incremental Term Loan" shall have the meaning provided in
Section 1.01(j).

                  "Incremental Term Loan Borrower" shall mean (x) the U.S.
Borrower, with respect to U.S. Borrower Incremental Term Loans and (y) the
Bermuda Borrower, with respect to Bermuda Borrower Incremental Term Loans.

                  "Incremental Term Loan Borrowing Date" shall mean, with
respect to each Tranche of Incremental Term Loans, each date on which
Incremental Term Loans of such Tranche are incurred pursuant to Section 1.01(j)
and as otherwise permitted by Section 1.15.

                  "Incremental Term Loan Commitment" shall mean, for each
Lender, any commitment to make Incremental Term Loans provided by such Lender
pursuant to Section 1.15, in such amount as agreed to by such Lender in the
respective Incremental Term Loan Commitment Agreement and as set forth opposite
such Lender's name in Schedule I (as modified in accordance with Section 1.15)
directly below the column entitled "Incremental Term Loan Commitment", as the
same may be (x) reduced from time to time or terminated pursuant to Sections
3.02, 3.03, 4.02 and/or 10 or (y) adjusted from time to time as a result of
assignments to and from such Lender pursuant to Sections 1.13 and/or 13.04(b).

                  "Incremental Term Loan Commitment Agreement" shall mean each
Incremental Term Loan Commitment Agreement in the form of Exhibit R
(appropriately completed) executed in accordance with Section 1.15.

                  "Incremental Term Loan Commitment Termination Date" shall
mean, with respect to any Tranche of Incremental Term Loans, the last date by
which Incremental Term Loans under such Tranche may be incurred under this
Agreement, which date shall be set forth in the respective Incremental Term Loan
Commitment Agreement but may be no later than the date which is 12 months prior
to the Tranche C Term Loan Maturity Date.

                  "Incremental Term Loan Lender" shall have the meaning provided
in Section 1.15(b).

                  "Incremental Term Loan Maturity Date" shall mean, for any
Tranche of Incremental Term Loans, the final maturity date set forth for such
Tranche of Incremental Term Loans in the respective Incremental Term Loan
Commitment Agreement relating thereto, provided that the final maturity date for
all Incremental Term Loans of a given Tranche shall be the same date.

                  "Incremental Term Loan Scheduled Repayment" shall have the
meaning provided in Section 4.02(m).

                  "Incremental Term Note" shall have the meaning provided in
Section 1.05.

                  "Indebtedness" shall mean, as to any Person, without
duplication, (i) all indebtedness (including principal, interest, fees and
charges) of such Person for borrowed money or for

                                     -201-
<PAGE>

the deferred purchase price of property or services, (ii) the maximum amount
available to be drawn or paid under all letters of credit, bankers' acceptances,
bank guaranties and similar obligations issued for the account of such Person
and all unpaid drawings and unreimbursed payments in respect of such letters of
credit, bankers' acceptances, bank guaranties and similar obligations, (iii) all
indebtedness of the types described in clause (i), (ii), (iv), (v), (vi) or
(vii) of this definition secured by any Lien on any property owned by such
Person, whether or not such indebtedness has been assumed by such Person
(provided that, if the Person has not assumed or otherwise become liable in
respect of such indebtedness, such indebtedness shall be deemed to be in an
amount equal to the fair market value of the property to which such Lien relates
as determined in good faith by such Person), (iv) the aggregate amount of all
Capitalized Lease Obligations of such Person, (v) all obligations of such Person
to pay a specified purchase price for goods or services, whether or not
delivered or accepted, i.e., take-or-pay and similar obligations, (vi) all
Contingent Obligations of such Person, and (vii) all obligations under any
Interest Rate Protection Agreement, any Other Hedging Agreement, Commodity
Agreements or under any similar type of agreement and (viii) obligations arising
under Synthetic Leases. Notwithstanding the foregoing, Indebtedness shall not
include trade payables, accrued expenses and deferred tax and other credits
incurred by any Person in accordance with customary practices and in the
ordinary course of business of such Person.

                  "Individual Bermuda Borrower Dollar Facility RL Exposure" of
any Dollar Facility RL Lender shall mean, at any time, the sum of (I) the
aggregate principal amount of all Bermuda Borrower Dollar Facility Revolving
Loans made by such Dollar Facility RL Lender and then outstanding, (II) the sum
of such Dollar Facility RL Lender's L/C Participation Percentage in each then
outstanding Bermuda Borrower Dollar Facility Letter of Credit multiplied by the
sum of the Stated Amount of the respective Letter of Credit and any Unpaid
Drawings relating thereto and (III) such Dollar Facility RL Lender's Dollar
Facility RL Percentage multiplied by the aggregate principal amount of
outstanding Bermuda Borrower Dollar Facility Swingline Loans.

                  "Individual Bermuda Borrower Multicurrency Facility RL
Exposure" of any Multicurrency Facility RL Lender shall mean, at any time, the
sum of (I) the aggregate principal amount of all Bermuda Borrower Multicurrency
Facility Revolving Loans made by such Multicurrency Facility RL Lender and then
outstanding (for this purpose, using the Dollar Equivalent of the principal
amount of all Euro Denominated Revolving Loans made to the Bermuda Borrower and
then outstanding), (II) such Multicurrency Facility RL Lender's L/C
Participation Percentage in each then outstanding Bermuda Borrower Multicurrency
Facility Letter of Credit multiplied by the sum of the Stated Amount of the
respective Bermuda Borrower Multicurrency Facility Letter of Credit and any
Unpaid Drawings relating thereto (for this purpose, using the Dollar Equivalent
of any amounts expressed in Euros or Sterling), (III) such Multicurrency
Facility RL Lender's Multicurrency Facility RL Percentage multiplied by the
aggregate principal amount of outstanding Bermuda Borrower Multicurrency
Facility Swingline Loans (for this purpose, using the Dollar Equivalent of the
principal amount of Euro Denominated Swingline Loans made to the Bermuda
Borrower and then outstanding) and (IV) such Multicurrency Facility RL Lender's
B/G Participation Percentage in each then outstanding Bermuda Borrower Bank
Guaranty multiplied by the sum of the Face Amount of the respective Bermuda
Borrower Bank Guaranty and any Unreimbursed Payments relating thereto (for this
purpose, using the Dollar Equivalent of any amounts expressed in Euros or
Sterling).

                                     -202-
<PAGE>

                  "Individual Dollar Facility RL Exposure" of any Dollar
Facility RL Lender shall mean, at any time, the sum of (I) the aggregate
principal amount of all Dollar Facility Revolving Loans made by such Dollar
Facility RL Lender and then outstanding, (II) such Dollar Facility RL Lender's
L/C Participation Percentage in each then outstanding Dollar Facility Letter of
Credit multiplied by the sum of the Stated Amount of the respective Dollar
Facility Letter of Credit and any Unpaid Drawings relating thereto and (III)
such Dollar Facility RL Lender's Dollar Facility RL Percentage multiplied by the
aggregate principal amount of all outstanding Dollar Facility Swingline Loans.

                  "Individual Multicurrency Facility RL Exposure" of any
Multicurrency Facility RL Lender shall mean, at any time, the sum of (I) the
aggregate principal amount of all Multicurrency Facility Revolving Loans made by
such Multicurrency Facility RL Lender and then outstanding (for this purpose,
using the Dollar Equivalent of the principal amount of all Euro Denominated
Revolving Loans then outstanding), (II) such Multicurrency Facility RL Lender's
L/C Participation Percentage in each then outstanding Multicurrency Facility
Letter of Credit multiplied by the sum of the Stated Amount of the respective
Multicurrency Facility Letter of Credit and any Unpaid Drawings relating thereto
(for this purpose, using the Dollar Equivalent of any amounts expressed in Euros
or Sterling), (III) such Multicurrency Facility RL Lender's Multicurrency
Facility RL Percentage multiplied by the aggregate principal amount of
outstanding Multicurrency Facility Swingline Loans (for this purpose, using the
Dollar Equivalent of the principal amount of Euro Denominated Swingline Loans
then outstanding) and (IV) such Multicurrency Facility RL Lender's B/G
Participation Percentage in each then outstanding Bank Guaranty multiplied by
the sum of the Face Amount of the respective Bank Guaranty and any Unreimbursed
Payments relating thereto (for this purpose, using the Dollar Equivalent of any
amounts expressed in Euros or Sterling).

                  "Individual RL Facility Exposures" of any Lender shall mean,
at any time, the sum of the Individual Multicurrency Facility RL Exposure and
the Individual Dollar Facility RL Exposure of such Lender at such time.

                  "Individual U.S. Borrower Dollar Facility RL Exposure" of any
Dollar Facility RL Lender shall mean, at any time, the sum of (I) the aggregate
principal amount of all U.S. Borrower Dollar Facility Revolving Loans made by
such Dollar Facility RL Lender and then outstanding, (II) the sum of such Dollar
Facility RL Lender's L/C Participation Percentage in each then outstanding U.S.
Borrower Dollar Facility Letter of Credit multiplied by the sum of the Stated
Amount of the respective U.S. Borrower Dollar Facility Letter of Credit and any
Unpaid Drawings relating thereto and (III) such Dollar Facility RL Lender's
Dollar Facility RL Percentage multiplied by the aggregate principal amount of
outstanding U.S. Borrower Dollar Facility Swingline Loans.

                  "Individual U.S. Borrower Multicurrency Facility RL Exposure"
of any Multicurrency Facility RL Lender shall mean, at any time, the sum of (I)
the aggregate principal amount of all U.S. Borrower Multicurrency Facility
Revolving Loans made by such Multicurrency Facility RL Lender and then
outstanding (for this purpose, using the Dollar Equivalent of the principal
amount of all Euro Denominated Revolving Loans made to the U.S. Borrower and
then outstanding), (II) such Multicurrency Facility RL Lender's L/C
Participation Percentage in each then outstanding U.S. Borrower Multicurrency
Facility Letter of Credit

                                     -203-
<PAGE>

multiplied by the sum of the Stated Amount of the respective U.S. Borrower
Multicurrency Facility Letter of Credit and any Unpaid Drawings relating thereto
(for this purpose, using the Dollar Equivalent of any amounts expressed in Euros
or Sterling), (III) such Multicurrency Facility RL Lender's Multicurrency
Facility RL Percentage multiplied by the aggregate principal amount of
outstanding U.S. Borrower Multicurrency Facility Swingline Loans (for this
purpose, using the Dollar Equivalent of the principal amount of Euro Denominated
Swingline Loans made to the U.S. Borrower and then outstanding) and (IV) such
Multicurrency Facility RL Lender's B/G Participation Percentage in each then
outstanding U.S. Borrower Bank Guaranty multiplied by the sum of the Face Amount
of the respective U.S. Borrower Bank Guaranty and any Unreimbursed Payments
relating thereto (for this purpose, using the Dollar Equivalent of any amounts
expressed in Euros or Sterling).

                  "Initial Borrowing Date" shall mean the date (which shall
occur on the Effective Date) upon which the initial Borrowing of Loans occurs.

                  "Initial Indebtedness to be Refinanced" shall mean and include
(i) Indebtedness under the Existing Credit Agreement, (ii) certain Indebtedness
of Foreign Subsidiaries under existing lines of credit, (iii) obligations of the
U.S. Borrower and its Subsidiaries under certain container leases, (iv)
reimbursement obligations with respect to certain existing letters of credit and
bank guaranties and (v) all other Indebtedness of Holdings and its Subsidiaries
outstanding immediately before the consummation of the Acquisition which is to
be repaid or refinanced on the Initial Borrowing Date, including any such
Indebtedness which is not permitted to remain outstanding after the Initial
Borrowing Date pursuant to Section 5.11 or 9.04. Without limiting the foregoing,
it understood and agreed that the aggregate amount of the "Initial Indebtedness
to be Refinanced" shall not exceed $100,000,000.

                  "Initial Refinancing" shall mean and include the various
refinancing transactions described in Sections 5.11(a) and (b).

                  "Intercompany Debt" shall mean any Indebtedness, payables or
other obligations, whether now existing or hereafter incurred, owed by Holdings
or any Subsidiary of Holdings to Holdings or any other Subsidiary of Holdings.

                  "Intercompany Distribution Transaction Documents" shall mean
all of the documents and instruments entered into in connection with the
Intercompany Distribution Transactions, in each case as the same may be amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

                  "Intercompany Distribution Transactions" shall have the
meaning provided in Section 5.09(b).

                  "Intercompany Note" shall mean a promissory note evidencing
intercompany loans made pursuant to Section 9.05(vi), in each case duly executed
and delivered substantially in the form of Exhibit L, with blanks completed in
conformity herewith (or such other form as may be approved by the Administrative
Agent or the Required Lenders).

                  "Intercompany Receivables Documents" shall have the meaning
provided in Section 5.14(e).

                                     -204-
<PAGE>

                  "Intercompany Scheduled Existing Indebtedness" shall have the
meaning provided in Section 7.21.

                  "Intercompany Subordination Agreement" shall have the meaning
provided in Section 5.14(d).

                  "Internally-Sourced Intercompany Distributions" shall have the
meaning provided in Section 5.09(a).

                  "Interest Determination Date" shall mean, with respect to any
Euro Rate Loan (other than a Swingline Loan), the second Business Day prior to
the commencement of any Interest Period relating to such Euro Rate Loan.

                  "Interest Period" with respect to any Euro Rate Loan, shall
mean the interest period applicable thereto, as determined pursuant to Section
1.09.

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

                  "Investment" shall have the meaning provided in the preamble
to Section 9.05.

                  "Issuing Lender" shall mean (i) DBAG, any affiliate of DBAG
and any RL Lender (or affiliate of any RL Lender) which at the request of an
Account Party and with the consent of the Administrative Agent agrees, in RL
Lender's (or RL Lender affiliate's) sole discretion, to become an Issuing Lender
for the purpose of issuing Letters of Credit pursuant to Section 2, (ii) with
respect to the Existing Letters of Credit, the Lender designated as the issuer
thereof on Part A of Schedule XI shall be the Issuing Lender thereof and (iii)
with respect to the Existing Sterling Letters of Credit, the Lender designated
as the issuer thereof on Part C of Schedule XI shall be the Issuing Lender
thereof.

                  "Joint Lead Arrangers" shall mean DBSI, Scotia Capital and
BAS, each in their capacities as Joint Lead Arrangers and Book Runners.

                  "Judgment Currency" shall have the meaning provided in Section
13.23(a).

                  "Judgment Currency Conversion Date" shall have the meaning
provided in Section 13.23(a).

                  "L/C Participant" shall have the meaning provided in Section
2A.04(a).

                  "L/C Participation Percentages" shall have the meaning
provided in Section 2A.04(a).

                  "L/C Supportable Indebtedness" shall mean (i) obligations of
the U.S. Borrower or its Wholly-Owned Subsidiaries incurred in the ordinary
course of business with respect to insurance obligations and workers'
compensation, surety bonds and other similar statutory obligations, (ii)
obligations of the U.S. Borrower and its Wholly-Owned Subsidiaries under bank

                                     -205-
<PAGE>

guaranties issued by financial institutions in support of obligations of the
U.S. Borrower and its Wholly-Owned Subsidiaries otherwise permitted to exist
pursuant to the terms of this Agreement and (iii) such other obligations of the
U.S. Borrower or any of its Wholly-Owned Subsidiaries as are reasonably
acceptable to the Administrative Agent and the respective Issuing Lender and
otherwise permitted to exist pursuant to the terms of this Agreement.

                  "Landlord-Lender Agreement" shall mean each agreement between
a landlord of each U.S. Leasehold Property and the Collateral Agent entered into
pursuant to the terms of this Agreement.

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

                  "Leasehold Property" shall mean each Real Property leased by
the U.S. Borrower or any of its Subsidiaries and for which Landlord-Lender
Agreements shall be required pursuant to this Agreement.

                  "Lender" shall mean and include (i) each financial institution
with a Commitment listed on Schedule I (as amended from time to time), as well
as any Person that becomes a "Lender" hereunder pursuant to Section 1.13, 1.15,
1.16, 1.17 and/or 13.04(b) and (ii) the Swingline Lender. Unless the context
otherwise requires, each reference in this Agreement to a Lender includes each
lending office (including any Affiliate of the respective Lender) of the
respective Lender designated from time to time pursuant to Section 1.12.

                  "Lender Default" shall mean (i) the wrongful refusal (which
has not been retracted) of a Lender to make available its portion of any
Borrowing (including any Mandatory Borrowing), to fund its portion of any
unreimbursed payment under Section 2A.04 or (ii) a Lender having notified the
Administrative Agent and/or any Credit Agreement Party that it does not intend
to comply with its obligations under Section 1.01, 2A.03 or 2B.03 in
circumstances where such non-compliance would constitute a breach of such
Lender's obligations under the respective Section.

                  "Letter of Credit" shall have the meaning provided in Section
2A.01(a).

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

                  "Letter of Credit Outstandings" shall mean, at any time, the
sum of (i) the aggregate Stated Amount of all outstanding Letters of Credit
which have not terminated at such time and (ii) the aggregate amount of all
Unpaid Drawings (taking the Dollar Equivalent of any amounts owed in currencies
other than Dollars) in respect of all Letters of Credit at such time.

                  "Letter of Credit Request" shall have the meaning provided in
Section 2A.03(a).

                  "Leverage Ratio" shall mean, on any date of determination, the
ratio of (i) Consolidated Debt on such date to, (ii) Consolidated EBITDA for the
Test Period most recently ended on or prior to such date; provided that for all
purposes of this Agreement, (i) Consolidated EBITDA for purposes of the Leverage
Ratio shall be determined on a Pro

                                     -206-
<PAGE>

Forma Basis in accordance with clause (iv) of the definition of Pro Forma Basis
contained herein and (ii) Consolidated Debt for purposes of the Leverage Ratio
as it relates to the definition of "Applicable Margin" shall be determined on a
Pro Forma Basis in accordance with clause (iii) of the definition of "Pro Forma
Basis" contained herein.

                  "Lien" shall mean any mortgage, pledge, hypothecation,
assignment, deposit arrangement, security interest, encumbrance, lien (statutory
or other), charge, preference, priority or other security agreement of any kind
or nature whatsoever (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement, any financing or similar
statement or notice filed under the UCC or any similar recording or notice
statute, and any lease having substantially the same effect as the foregoing).

                  "Loan" shall mean each Tranche A Term Loan, each Tranche B
Term Loan, each Tranche C Term Loan, each Incremental Term Loan, each Revolving
Loan and each Swingline Loan.

                  "Loan-Sourced Intercompany Distributions" shall have the
meaning provided in Section 5.09(b).

                  "Local Law Pledge Agreement" shall have the meaning provided
in Section 5.15(c).

                  "Majority Lenders" of any Tranche shall mean those
Non-Defaulting Lenders which would constitute the Required Lenders under, and as
defined in, this Agreement if all outstanding Obligations of the other Tranches
under this Agreement were repaid in full and all Commitments with respect
thereto were terminated.

                  "Management Agreements" shall have the meaning provided in
Section 5.19.

                  "Mandatory Borrowing" shall mean and include any Mandatory
Multicurrency Facility RL Borrowing and any Mandatory Dollar Facility RL
Borrowing.

                  "Mandatory Cost" means the cost imputed to each Lender of
compliance with any reserve asset requirements of the European Central Bank.

                  "Mandatory Dollar Facility RL Borrowing" shall have the
meaning provided in Section 1.01(h).

                  "Mandatory Multicurrency Facility RL Borrowing" shall have the
meaning provided in Section 1.01(g).

                  "Margin Regulations" shall mean, collectively, Regulation T,
Regulation U and Regulation X.

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

                  "Material Adverse Effect" shall mean (i) a material adverse
effect on the business, properties, assets, nature of assets, operations,
liabilities, condition (financial or otherwise) or

                                     -207-
<PAGE>

prospects of (A) Holdings and its Subsidiaries taken as a whole or (B) the
U.S. Borrower and its Subsidiaries taken as a whole, or (ii) a material adverse
effect (x) on the rights or remedies of the Lenders or any Agent hereunder or
under any other Credit Document or (y) on the ability of any Credit Party to
perform its obligations to the Lenders or any Agent hereunder or under any other
Credit Document; provided that (i) the occurrence of an Excluded Event shall not
constitute a "Material Adverse Effect" for purposes of this definition and (ii)
the impact of payments, costs and expenses made and/or incurred in connection
with claims or litigation on the business, operations, financial condition and
prospects of Holdings and its Subsidiaries shall not be taken into account in
making any determination of "Material Adverse Effect," to the extent (and only
to the extent) of the reserves Holdings and its Subsidiaries shall have
established to cover such payments, costs and expenses on the Initial Borrowing
Date, so long as such reserves (including the aggregate amount thereof) shall
have been identified to the Agents in writing prior to the Initial Borrowing
Date and all payments, costs and expenses for which such reserves have been
established have been fully reflected in the Projections.

                  "Material Foreign Subsidiary" shall mean, at any time, any
Foreign Subsidiary of Holdings the net book value of the assets of which equals
or exceeds $5,000,000 at such time; provided that for purposes of (and only of)
Section 8.01(j), the term "Material Foreign Subsidiary" shall mean, at any time,
any Foreign Subsidiary of Holdings the net book value of the assets of which
equals or exceeds $10,000,000 at such time.

                  "Material Governmental Investigation" shall mean, at any time,
any material governmental investigation in a country in which the aggregate net
book value of the assets owned by Holdings and its Subsidiaries in such country
(determined as of the last day of the Fiscal Quarter then last ended) exceeds
$25,000,000.

                  "Maturity Date" shall mean (i) with respect to Tranche A Term
Loans, the Tranche A Term Loan Maturity Date, (ii) with respect to Tranche B
Term Loans, the Tranche B Term Loan Maturity Date, (iii) with respect to Tranche
C Term Loans, the Tranche C Term Loan Maturity Date, (iv) with respect to
Incremental Term Loans of a given Tranche, the respective Incremental Term Loan
Maturity Date therefor, (v) with respect to Revolving Loans, the Revolving Loan
Maturity Date and (vi) with respect to Swingline Loans, the Swingline Expiry
Date.

                  "Maximum Incremental Commitment Amount" shall mean
$100,000,000.

                  "Maximum Permitted Consideration" shall mean, with respect to
any Permitted Acquisition, the sum (without duplication) of (i) the fair market
value of the Holdings Common Stock (based on the average closing trading price
of the Holdings Common Stock for the 20 trading days immediately prior to the
date of such Permitted Acquisition on the stock exchange on which Holdings
Common Stock is listed or, if Holdings Common Stock is not so listed, the good
faith determination of the senior management of Holdings) issued (or to be
issued) as consideration in connection with such Permitted Acquisition
(including, without limitation, Holdings Common Stock which may be required to
be issued as earnout consideration upon the achievement of certain future
performance goals of the respective Acquired Entity or Business), (ii) the
aggregate amount of all cash paid (or to be paid) by Holdings or any of its
Subsidiaries in connection with such Permitted Acquisition (including, without
limitation, payments of fees and

                                     -208-
<PAGE>

costs and expenses in connection therewith) and all contingent cash purchase
price or other earnout obligations of Holdings and its Subsidiaries incurred in
connection therewith (as determined in good faith by Holdings), (iii) the
aggregate principal amount of all Indebtedness assumed, incurred and/or issued
in connection with such Permitted Acquisition to the extent permitted by Section
9.04 and (iv) the fair market value (determined in good faith by senior
management of Holdings) of all other consideration payable in connection with
such Permitted Acquisition.

                  "Maximum Swingline Amount" shall mean $20,000,000.

                  "Merger" shall mean shall mean the merger of Acquisition Corp.
with and into the U.S. Borrower (with the U.S. Borrower as the surviving
corporation of such merger) pursuant to, and in accordance with the terms of,
the Merger Agreement.

                  "Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of December 18, 2002, among Holdings, Acquisition Corp., David
H. Murdock and the U.S. Borrower (including the schedules and exhibits thereto),
as the same may be amended, modified and/or supplemented from time to time in
accordance with the terms hereof and thereof.

                  "Minimum Applicable Facing Fee" shall mean (x) in the case of
all Letters of Credit (other than Euro Denominated Letters of Credit), $500 and
(y) in the case of Euro Denominated Letters of Credit, E500.

                  "Minimum Applicable Fronting Fee" shall mean (x) in the case
of all Bank Guaranties (other than Euro Denominated Bank Guaranties), $500 and
(y) in the case of Euro Denominated Bank Guaranties, E500.

                  "Minimum Borrowing Amount" shall mean (i) in the case of
Dollar Denominated Loans (excluding Dollar Denominated Swingline Loans and
Dollar Denominated Revolving Loans maintained as Base Rate Loans), $5,000,000,
(ii) in the case of Revolving Loans maintained from time to time as Base Rate
Loans, $1,000,000, (iii) in the case of Euro Denominated Revolving Loans,
E1,000,000, (iv) in the case of Dollar Denominated Swingline Loans,
$250,000 and (v) in the case of Euro Denominated Swingline Loans, E250,000.

                  "Moody's" shall mean Moody's Investors Service, Inc.

                  "Mortgage" shall mean each mortgage, deed of trust or deed to
secure debt required to be delivered with respect to any Real Property pursuant
to the terms of this Agreement (including, after the execution and delivery
thereof, each Additional Mortgage), together with any assignment of leases and
rents to be executed in connection therewith (as amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof).

                  "Mortgage Policy" shall mean each mortgage title insurance
policy (and all endorsements thereto) for each Mortgaged Property required to be
delivered pursuant to this Agreement.

                                     -209-
<PAGE>

                  "Mortgaged Property" shall mean each Real Property owned by
Holdings or any of its Subsidiaries and required to be mortgaged pursuant to
this Agreement (including, after the execution and delivery of any Additional
Mortgage, the respective Additional Mortgaged Property).

                  "Multicurrency Facility Letter of Credit" shall mean each
Letter of Credit (which may be denominated in Dollars, Euros or Sterling) issued
to the U.S. Borrower or the Bermuda Borrower pursuant to Section 2A.01 and
designated as such by the respective Borrower in the respective Letter of Credit
Request.

                  "Multicurrency Facility Letter of Credit Outstandings" shall
mean, at any time, the sum of (i) the aggregate Stated Amount of all outstanding
Multicurrency Facility Letters of Credit and (ii) the aggregate amount of all
Unpaid Drawings (taking the Dollar Equivalent of all amounts payable in Euros or
Sterling) in respect of all Multicurrency Facility Letters of Credit.

                  "Multicurrency Facility RL Lender" shall mean each Lender
which has a Multicurrency Facility Revolving Loan Commitment (without giving
effect to any termination of the Total Multicurrency Facility Revolving Loan
Commitment if any Multicurrency Facility Swingline Loans, Multicurrency Facility
Letter of Credit Outstandings or Bank Guaranty Outstandings remain outstanding)
or which has any outstanding Multicurrency Facility Revolving Loans (or an L/C
Participation Percentage in any then outstanding Multicurrency Facility Letter
of Credit Outstandings or a B/G Participation Percentage in any then outstanding
Bank Guaranty Outstandings).

                  "Multicurrency Facility RL Percentage" of any Multicurrency
Facility RL Lender at any time shall be that percentage which is equal to a
fraction (expressed as a percentage) the numerator of which is the Multicurrency
Facility Revolving Loan Commitment of such Multicurrency Facility RL Lender at
such time and the denominator of which is the Total Multicurrency Facility
Revolving Loan Commitment at such time, provided that if any such determination
is to be made after the Total Multicurrency Facility Revolving Loan Commitment
(and the related Multicurrency Facility Revolving Loan Commitments of the
Lenders) has (or have) terminated, the determination of such percentages shall
be made immediately before giving effect to such termination.

                  "Multicurrency Facility Revolving Loan" shall have the meaning
provided in Section 1.01(c).

                  "Multicurrency Facility Revolving Loan Commitment" shall mean,
for each Lender, the amount set forth opposite such Lender's name on Schedule I
hereto directly below the column entitled "Multicurrency Facility Revolving Loan
Commitment", as same may be (x) reduced from time to time and/or terminated
pursuant to Section 3.02, 3.03, 4.02 and/or 10, (y) adjusted from time to time
as a result of assignments to or from such Lender pursuant to Section 1.13 or
13.04(b), or (z) increased from time to time pursuant to Section 1.16.

                  "Multicurrency Facility Swingline Loan" shall have the meaning
provided in Section 1.01(e).

                                     -210-
<PAGE>

                  "Multiemployer Plan" shall mean (i) any plan, as defined in
Section 4001(a)(3) of ERISA, which is maintained or contributed to (or to which
there is an obligation to contribute to) by Holdings or a Subsidiary of Holdings
or an ERISA Affiliate and that is subject to Title IV of ERISA, and (ii) each
such plan for the five year period immediately following the latest date on
which Holdings, a Subsidiary of Holdings or an ERISA Affiliate maintained,
contributed to or had an obligation to contribute to such plan.

                  "Murdock" shall mean (i) David H. Murdock, individually, and
as trustee for the David H. Murdock Living Trust and (ii) the David H. Murdock
Living Trust, dated as of May 28, 1986, as amended.

                  "Net Cash Proceeds" shall mean for any event requiring a
reduction of the Total Incremental Term Loan Commitment and/or the Total
Revolving Loan Commitment and/or repayment of Term Loans pursuant to Section
3.03 or 4.02, as the case may be, the gross cash proceeds (including any cash
received by way of deferred payment pursuant to a promissory note, receivable or
otherwise, but only as and when received) received from such event, net of
reasonable transaction costs (including, as applicable, any underwriting,
brokerage or other customary commissions and reasonable legal, advisory and
other fees and expenses associated therewith) received from any such event.

                  "Net Sale Proceeds" shall mean for any sale or other
disposition of assets, the gross cash proceeds (including any cash received by
way of deferred payment pursuant to a promissory note, receivable or otherwise,
but only as and when received) received from such sale or other disposition of
assets, net of (i) reasonable transaction costs (including, without limitation,
any underwriting, brokerage or other customary selling commissions, reasonable
legal, advisory and other fees and expenses (including title and recording
expenses), associated therewith and sales, VAT and transfer taxes arising
therefrom), (ii) payments of unassumed liabilities relating to the assets sold
or otherwise disposed of at the time of, or within 30 days after, the date of
such sale or other disposition, (iii) the amount of such gross cash proceeds
required to be used to permanently repay any Indebtedness (other than
Indebtedness of the Lenders pursuant to this Agreement) which is secured by the
respective assets which were sold or otherwise disposed of, and (iv) the
estimated net marginal increase in income taxes which will be payable by
Holdings' consolidated group or any Subsidiary of Holdings with respect to the
Fiscal Year in which the sale or other disposition occurs as a result of such
sale or other disposition; provided, however, that such gross proceeds shall not
include any portion of such gross cash proceeds which Holdings determines in
good faith should be reserved for post-closing adjustments (to the extent
Holdings delivers to the Lenders a certificate signed by its chief financial
officer or treasurer, controller or chief accounting officer as to such
determination), it being understood and agreed that on the day that all such
post-closing adjustments have been determined (which shall not be later than six
months following the date of the respective asset sale), the amount (if any) by
which the reserved amount in respect of such sale or disposition exceeds the
actual post-closing adjustments payable by Holdings or any of its Subsidiaries
shall constitute Net Sale Proceeds on such date received by Holdings and/or any
of its Subsidiaries from such sale or other disposition.

                  "New 2010 Exchange Senior Notes" shall mean New 2010 Senior
Notes which are substantially identical securities to the New 2010 Senior Notes
issued on or prior to the First

                                     -211-
<PAGE>

Amendment Effective Date, which New 2010 Exchange Senior Notes shall be issued
pursuant to a registered exchange offer or private exchange offer for the New
2010 Senior Notes and pursuant to the New 2010 Senior Notes Indenture. In no
event will the issuance of any New 2010 Exchange Senior Notes increase the
aggregate principal amount of New 2010 Senior Notes then outstanding or
otherwise result in an increase in an interest rate applicable to the New 2010
Senior Notes.

                  "New 2010 Senior Notes" shall mean Indebtedness of the U.S.
Borrower evidenced by senior notes, so long as (a) such Indebtedness has a final
maturity no earlier than the seventh anniversary of the date of the incurrence
of such Indebtedness and no required amortizations prior to such date, (b) such
Indebtedness does not add guarantors, obligors or security from that which
applies to the New Senior Notes, (c) the guaranties of such senior notes shall
be subject to the same (or, from the perspective of the Lenders, more favorable)
subordination provisions as applied to the guaranties of the New Senior Notes,
(d) all other terms of such Indebtedness (including, without limitation, with
respect to amortization, redemption provisions, maturities, covenants, defaults
and remedies), are identical to those applicable to the New Senior Notes, and
(e) the Net Cash Proceeds from the incurrence of such Indebtedness shall have
been applied to repay Loans (and/or reduce the Total Revolving Loan Commitment)
in accordance with the requirements of Sections 4.02(d), (h) and (i), as such
Indebtedness is in effect on the First Amendment Effective Date and as the same
may be amended, modified or supplemented from time to time in accordance with
the terms hereof and thereof. As used herein, the term "New 2010 Senior Notes"
shall include any New 2010 Exchange Senior Notes issued pursuant to the New 2010
Senior Notes Indenture in exchange for theretofore outstanding New 2010 Senior
Notes, as contemplated by the Offering Memorandum, dated May 29, 2003, and the
definition of New 2010 Exchange Senior Notes.

                  "New 2010 Senior Notes Documents" shall mean the New 2010
Senior Notes, the New 2010 Senior Notes Indenture and all other documents
executed and delivered with respect to the New 2010 Senior Notes or New 2010
Senior Notes Indenture, as in effect on the First Amendment Effective Date and
as the same may be amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof.

                  "New 2010 Senior Notes Indenture" shall mean the Indenture,
dated as of May 29, 2003, among the U.S. Borrower, any U.S. Subsidiary
Guarantors from time to time party thereto and the trustee therefor, as in
effect on the First Amendment Effective Date and as the same may be amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

                  "New Exchange Senior Notes" shall mean New Senior Notes which
are substantially identical securities to the New Senior Notes issued on or
prior to the Initial Borrowing Date, which New Exchange Senior Notes shall be
issued pursuant to a registered exchange offer or private exchange offer for the
New Senior Notes and pursuant to the New Senior Notes Indenture. In no event
will the issuance of any New Exchange Senior Notes increase the aggregate
principal amount of New Senior Notes then outstanding or otherwise result in an
increase in an interest rate applicable to the New Senior Notes.

                                     -212-
<PAGE>

                  "New Senior Notes" shall mean the U.S. Borrower's 8-7/8%
Senior Notes due 2011, issued pursuant to the New Senior Notes Indenture, as in
effect on the Initial Borrowing Date and as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.
As used herein, the term "New Senior Notes" shall include any New Exchange
Senior Notes issued pursuant to the New Senior Notes Indenture in exchange for
theretofore outstanding New Senior Notes, as contemplated by the Offering
Memorandum, dated March 17, 2003, and the definition of New Exchange Senior
Notes.

                  "New Senior Notes Documents" shall mean the New Senior Notes,
the New Senior Notes Indenture and all other documents executed and delivered
with respect to the New Senior Notes or New Senior Notes Indenture, as in effect
on the Initial Borrowing Date and as the same may be amended, modified or
supplemented from time to time in accordance with the terms hereof and thereof.

                  "New Senior Notes Indenture" shall mean the Indenture, dated
as of March 28, 2003, among the U.S. Borrower, any U.S. Subsidiary Guarantors
from time to time party thereto and the trustee therefor, as in effect on the
Initial Borrowing Date and as the same may be amended, modified or supplemented
from time to time in accordance with the terms hereof and thereof.

                  "Non-Consenting Tranche B Term Lender" shall mean each Lender
holding Tranche B Term Loans on the Third Amendment Effective Date (immediately
prior to giving effect thereto) that is not a Consenting Tranche B Term Lender.

                  "Non-Defaulting Lender" shall mean each Lender other than a
Defaulting Lender.

                  "Non-Dollar Denominated Letter of Credit Outstandings" shall
mean all Letter of Credit Outstandings other than Dollar Denominated Letter of
Credit Outstandings.

                  "Non-Dollar Denominated Bank Guaranty Outstandings" shall mean
all Bank Guaranty Outstandings other than Dollar Denominated Bank Guaranty
Outstandings.

                  "Non-Guarantor Subsidiaries" shall mean (i) on the Initial
Borrowing Date, each Subsidiary of Holdings listed on Part A of Schedule XV and
(ii) after the Initial Borrowing Date, any Subsidiary of the U.S. Borrower that
is not at such time a Subsidiary Guarantor.

                  "Non-Qualified Jurisdiction" at any time shall mean each
jurisdiction that is not at such time a Qualified Jurisdiction.

                  "Non-U.S. Dole Group" shall mean the Consolidated Subsidiaries
of Holdings which are not members of the U.S. Dole Group.

                  "Non-Wholly Owned Subsidiary" shall mean, as to any Person,
each Subsidiary of such Person which is not a Wholly-Owned Subsidiary of such
Person.

                  "Note" shall mean each Tranche A Term Note, each Tranche B
Term Note, each Tranche C Term Note, each Incremental Term Note, each U.S.
Borrower Multicurrency Facility Revolving Note, each Bermuda Borrower
Multicurrency Facility Revolving Note, the U.S.

                                     -213-
<PAGE>

Borrower Multicurrency Facility Swingline Note, the Bermuda Borrower
Multicurrency Facility Swingline Note, each U.S. Borrower Dollar Facility
Revolving Note, each Bermuda Borrower Dollar Facility Revolving Note, the U.S.
Borrower Dollar Facility Swingline Note and the Bermuda Borrower Dollar Facility
Swingline Note.

                  "Notice of Borrowing" shall have the meaning provided in
Section 1.03(a).

                  "Notice of Conversion/Continuation" shall have the meaning
provided in Section 1.06.

                  "Notice Office" shall mean the office of the Administrative
Agent located at 31 West 52nd Street, New York, New York 10019 or such other
office as the Administrative Agent may designate to Holdings and the Lenders
from time to time.

                  "Obligation Currency" shall have the meaning provided in
Section 13.23(a).

                  "Obligations" shall mean all amounts, direct or indirect,
contingent or absolute, of every type or description, and at any time existing,
owing to any Agent, the Collateral Agent, any Issuing Lender, any Bank Guaranty
Issuer or any Lender pursuant to the terms of this Agreement or any other Credit
Document.

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

                  "Overnight Euro Rate" on any date shall mean the offered
quotation to first-class banks in the Euro-Zone interbank market by the
Swingline Lender for Euro overnight deposits of amounts in immediately available
funds comparable to the outstanding principal amount of the Euro Denominated
Swingline Loan of the Swingline Lender as of 11:00 A.M. (Brussels time) on such
date; provided, that in the event the Administrative Agent has made any
determination pursuant to Section 1.10(a)(i) in respect of Euro Denominated
Swingline Loans, or in the circumstances described in clause (i) to the proviso
to Section 1.10(b) in respect of Euro Denominated Swingline Loans, the Overnight
Euro Rate determined pursuant to this definition shall instead be the rate
determined by the Swingline Lender as the all-in-cost of funds for the Swingline
Lender to fund such Euro Denominated Swingline Loan.

                  "Payment Office" shall mean the office of the Administrative
Agent located at 31 West 52nd Street, New York, New York 10019 or such other
office as the Administrative Agent may hereafter designate in writing to
Holdings and the Lenders from time.

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

                  "Permitted Acquired Debt" shall have the meaning set forth in
Section 9.04(vi).

                  "Permitted Acquisition" shall mean the acquisition by the U.S.
Borrower or any of its Wholly-Owned Subsidiaries of assets constituting a
business, division or product line of any Person, not already a Subsidiary of
the U.S. Borrower or any of its Wholly-Owned Subsidiaries,

                                     -214-
<PAGE>

or of 100% of the capital stock or other Equity Interests of any such Person,
which Person shall, as a result of such acquisition, become a Wholly-Owned
Subsidiary of the U.S. Borrower or such Wholly-Owned Subsidiary, provided that
(A) the consideration paid by the U.S. Borrower or such Wholly-Owned Subsidiary
consists solely of cash (including proceeds of Revolving Loans), the issuance of
Holdings Common Stock, the issuance of Qualified Preferred Stock, the incurrence
of Indebtedness otherwise permitted pursuant to Section 9.04 and the
assumption/acquisition of any Permitted Acquired Debt relating to such business,
division, product line or Person which is permitted to remain outstanding in
accordance with the requirements of Section 9.04, (B) in the case of the
acquisition of 100% of the capital stock or other Equity Interests of any
Acquired Entity or Business, such Acquired Entity or Business shall own no
capital stock or other Equity Interests of any other Person unless either (x)
the Acquired Entity or Business owns 100% of the capital stock or other Equity
Interests of such other Person or (y) if the Acquired Entity or Business owns
capital stock or Equity Interests in any other Person which is a Non-Wholly
Owned Subsidiary of the Acquired Entity or Business, (1) the Acquired Entity or
Business shall not have been created or established in contemplation of, or for
purposes of, the respective Permitted Acquisition, (2) such Non-Wholly Owned
Subsidiary of the Acquired Entity or Business shall have been a Non-Wholly Owned
Subsidiary of the Acquired Entity or Business prior to the date of the
respective Permitted Acquisition and not created or established in contemplation
thereof and (3) the Acquired Entity or Business and/or its Wholly-Owned
Subsidiaries own 80% of the consolidated assets of such Person and its
Subsidiaries, (C) the Acquired Entity or Business shall be a Permitted Business
and (D) all applicable requirements of Sections 8.11, 8.15 and 9.02 applicable
to Permitted Acquisitions are satisfied. Notwithstanding anything to the
contrary contained in the immediately preceding sentence, an acquisition which
does not otherwise meet the requirements set forth above in the definition of
"Permitted Acquisition" shall constitute a Permitted Acquisition if, and to the
extent, the Required Lenders agree in writing that such acquisition shall
constitute a Permitted Acquisition for purposes of this Agreement.

                  "Permitted Business" shall mean any business which (i) is the
same, similar, ancillary or reasonably related to the business in which Holdings
or any of its Subsidiaries is engaged on the Effective Date or (ii) is conducted
by an Acquired Entity or Business acquired pursuant to a Permitted Acquisition
and which does not qualify as a "Permitted Business" pursuant to preceding
clause (i), so long as (x) such business represents an immaterial portion of the
businesses acquired pursuant to such Permitted Acquisition and (y) such business
is sold or otherwise disposed of as soon as reasonably practicable following the
consummation of such Permitted Acquisition (but, in any event, within one year
following such Permitted Acquisition).

                  "Permitted Encumbrances" shall mean, with respect to any
Mortgaged Property, such exceptions to title as are set forth in the Mortgage
Policy delivered with respect thereto, all of which exceptions must be
acceptable to the Administrative Agent in its reasonable discretion.

                  "Permitted Holders" shall mean David H. Murdock, a Qualified
Trust and any majority-owned and controlled Affiliate of David H. Murdock or a
Qualified Trust.

                  "Permitted Installment Note" shall mean a promissory note
issued as consideration to the U.S. Borrower or any of its Subsidiaries in
connection with a Contemplated Asset Sale, which note (i) shall be secured by
the assets subject to the respective Contemplated Asset

                                     -215-
<PAGE>

Sale and (ii) in the case of a Contemplated Asset Sale made by a Credit Party,
shall be pledged to the Collateral Agent pursuant to the relevant Security
Documents; provided that no such note may be issued in connection with a
Contemplated Asset Sale if the aggregate principal amount of such note, when
added to the aggregate outstanding principal amount of all other Permitted
Installment Notes theretofore issued (without regard to any write-downs or
write-offs thereof), would exceed $35,000,000.

                  "Permitted Liens" shall have the meaning provided in Section
9.03.

                  "Permitted Refinancing Indebtedness" shall mean any
Indebtedness of the U.S. Borrower and its Subsidiaries issued or given in
exchange for, or the proceeds of which are used to, extend, refinance, renew,
replace or refund any Scheduled Existing Indebtedness, Permitted Acquired Debt,
Indebtedness under the HQ Lease Agreements or any Indebtedness issued to so
extend, refinance, renew, replace, substitute or refund any such Indebtedness,
so long as (a) such Indebtedness has a weighted average life to maturity greater
than or equal to the weighted average life to maturity of the Indebtedness being
extended, refinanced, renewed, replaced or refunded, (b) such extension,
refinancing, renewal, replacement or refunding does not (i) increase the amount
of such Indebtedness outstanding immediately prior to such extension,
refinancing, renewal, replacement or refunding or (ii) add guarantors, obligors
or security from that which applied to such Indebtedness being extended,
refinanced, renewed, replacement or refunding, (c) such Indebtedness has
substantially the same (or, from the perspective of the Lenders, more favorable)
subordination provisions, if any, as applied to the Indebtedness being extended,
renewed, refinanced, replaced or refunded, and (d) all other terms of such
extension, refinancing, renewal, replacement or refunding (including, without
limitation, with respect to the amortization schedules, redemption provisions,
maturities, covenants, defaults and remedies) are not less favorable in any
material respect to the respective borrower than those previously existing with
respect to the Indebtedness being extended, refinanced, renewed, replaced or
refunded, provided, however, that any Intercompany Scheduled Existing
Indebtedness (and subsequent extensions, refinancings, renewals, replacements
and refundings thereof as provided above in this definition) may only be
extended, refinanced, renewed, replaced or refunded as provided above in this
definition if the Indebtedness so extended, refinanced, renewed, replaced or
refunded has the same obligors(s) and obligee(s) as the Indebtedness being
extended, refinanced, renewed, replaced or refunded.

                  "Permitted Shareholder Litigation" shall mean shareholder
litigation subject to a settlement agreement that has been preliminarily
approved by the court with jurisdiction over such litigation, so long as (i) the
amount and terms of such settlement are as set forth in that certain memorandum
of understanding, dated as of December 18, 2002, (ii) the Agents are satisfied
in their sole discretion with the size of any class which "opts-out" of such
settlement and (iii) no material objections or appeals have been filed with
respect to such settlement or its approval.

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

                                     -216-
<PAGE>

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

                  "Pledge Agreement Collateral" shall mean all U.S. Pledge
Agreement Collateral and all other Equity Interests or other property similar to
that pledged pursuant to the U.S. Pledge Agreement which is pledged pursuant to
one or more Foreign Pledge Agreements, Foreign Security Agreements or Additional
Security Documents.

                  "Pledge Agreements" shall mean the U.S. Pledge Agreement and
each Foreign Pledge Agreement.

                  "Post-Closing Period" shall have the meaning provided in
Section 8.15(a).

                  "Post-Closing Refinancing" shall mean, collectively, (i) the
application by the trustee under the Existing 2003 Senior Notes Indenture of
funds deposited in escrow with it on the Initial Borrowing Date to prepay in
full all outstanding Existing 2003 Senior Notes (and accrued and unpaid interest
thereon) in accordance with the requirements of the Existing 2003 Senior Notes
Indenture and (ii) the application by the trustee under the Existing 2005 Senior
Notes Indenture of funds deposited in escrow with it on the Initial Borrowing
Date to prepay in full all outstanding Existing 2005 Senior Notes, all accrued
but unpaid interest thereon (other than accrued but unpaid interest thereon to
be paid by the U.S. Borrower within two Business Days following the Initial
Borrowing Date) and a "make-whole" premium, all in accordance with the
requirements of the Existing 2005 Senior Notes Indenture.

                  "Preferred Equity," as applied to the Equity Interests of any
Person, means Equity Interests of such Person (other than common stock of such
Person) of any class or classes (however designed) that ranks prior, as to the
payment of dividends or as to the distribution of assets upon any voluntary or
involuntary liquidation, dissolution or winding up of such Person, to Equity
Interests of any other class of such Person.

                  "Prime Lending Rate" shall mean the rate which DBAG (or
another bank of recognized standing reasonably selected by the Administrative
Agent) announces from time to time as its prime lending rate, the Prime Lending
Rate to change when and as such prime lending rate changes. The Prime Lending
Rate is a reference rate and does not necessarily represent the lowest or best
rate actually charged to any customer. DBAG may make commercial loans or other
loans at rates of interest at, above or below the Prime Lending Rate.

                  "Principal Property" shall mean "Principal Property", as
defined in the New Senior Notes Indenture (as in effect (and as each component
definition used therein is in effect) on the date hereof, without giving effect
to any termination thereof).

                  "Pro Forma Basis" shall mean, in connection with any
calculation of compliance with any financial covenant or financial term, the
calculation thereof after giving effect on a pro forma basis to (x) any
Permitted Acquisition or Significant Asset Sale then being consummated

                                     -217-
<PAGE>

as well as any other Permitted Acquisition or Significant Asset Sale consummated
after the first day of the relevant Test Period or Calculation Period, as the
case may be, and on or prior to the date of the respective Permitted Acquisition
or Significant Asset Sale, as the case may be, then being effected, (y) the
incurrence or assumption of any Indebtedness that is incurred or assumed in
connection with, or to finance, one or more Permitted Acquisitions and (z) the
permanent repayment of any Indebtedness in connection with any Significant Asset
Sale; provided that, for purposes of calculations pursuant to Section 8.15, such
calculations shall also give effect on a pro forma basis to (a) the incurrence
of any Indebtedness (other than revolving Indebtedness, except to the extent
same is incurred to refinance other outstanding Indebtedness or to finance a
Permitted Acquisition) after the first day of the relevant Calculation Period as
if such Indebtedness had been incurred (and the proceeds thereof applied) on the
first day of the relevant Calculation Period and (b) the permanent repayment of
any Indebtedness (other than revolving Indebtedness) after the first day of the
relevant Calculation Period as if such Indebtedness had been retired or repaid
on the first day of the relevant Calculation Period, with the following rules to
apply in connection therewith:

                  (i)      for purposes of Section 8.15 only, all Indebtedness
         (x) (other than revolving Indebtedness, except to the extent same is
         incurred to refinance other outstanding Indebtedness or to finance
         Permitted Acquisitions) incurred or issued after the first day of the
         relevant Calculation Period (whether incurred to finance a Permitted
         Acquisition, to refinance Indebtedness or otherwise) shall be deemed to
         have been incurred or issued (and the proceeds thereof applied) on the
         first day of the respective Calculation Period and remain outstanding
         through the date of determination (and thereafter in the case of
         projections pursuant to Section 8.15) and (y) (other than revolving
         Indebtedness) permanently retired or redeemed after the first day of
         the relevant Calculation Period shall be deemed to have been retired or
         redeemed on the first day of the respective Calculation Period and
         remain retired through the date of determination (and thereafter in the
         case of projections pursuant to Section 8.15);

                  (ii)     for purposes of Section 8.15 only, all Indebtedness
         assumed to be outstanding pursuant to preceding clause (i) shall be
         deemed to have borne interest at (x) the rate applicable thereto, in
         the case of fixed rate indebtedness or (y) the rates which would have
         been applicable thereto during the respective period when same was
         deemed outstanding, in the case of floating rate Indebtedness (although
         interest expense with respect to any Indebtedness for periods while
         same was actually outstanding during the respective period shall be
         calculated using the actual rates applicable thereto while same was
         actually outstanding); provided that all Indebtedness (whether actually
         outstanding or deemed outstanding) bearing interest at a floating rate
         of interest shall be tested on the basis of the rates applicable at the
         time the determination is made pursuant to said provisions;

                  (iii)    for determinations of the Leverage Ratio for purposes
         of determining the Applicable Margins, Consolidated Debt shall be the
         actual amount thereof as of the last day of the respective Calculation
         Period or Test Period, as the case may be; provided that, (x) to the
         extent any Permitted Acquisition is consummated after the last day of
         the respective Calculation Period or Test Period and on or prior to the
         date of delivery of the Quarterly Pricing Certificate referenced in the
         definition of "Applicable Margin", all

                                     -218-
<PAGE>

         Indebtedness incurred or assumed in connection with one or more
         Permitted Acquisitions consummated after the last day of the respective
         Calculation Period or Test Period, as the case may be, shall be added
         to Consolidated Debt and shall be deemed to have been outstanding on
         the last day of the respective Calculation Period or Test Period, as
         the case may be, and (y) to the extent any Significant Asset Sale is
         consummated after the last day of the respective Calculation Period or
         Test Period and on or prior to the date of delivery of the Quarterly
         Pricing Certificate referenced in the definition of "Applicable
         Margin", all Indebtedness permanently repaid or retired in connection
         with one or more Significant Asset Sales consummated after the last day
         of the respective Calculation Period or Test Period, as the case may
         be, shall be deducted from Consolidated Debt and shall be deemed not to
         have been outstanding on the last day of the respective Calculation
         Period or Test Period, as the case may be;

                  (iv)     in making any determination of Consolidated EBITDA on
         a Pro Forma Basis, pro forma effect shall be given to any Permitted
         Acquisition or Significant Asset Sale effected during the respective
         Calculation Period or Test Period (or thereafter to the extent provided
         in the definition of Applicable Margin, for determinations of the
         Applicable Margins, or as provided in Section 8.15, for determinations
         pursuant to Section 8.15 only) as if same had occurred on the first day
         of the respective Calculation Period or Test Period, as the case may
         be, taking into account, in the case of any Permitted Acquisition,
         factually supportable and identifiable cost savings and expenses which
         would otherwise be accounted for as an adjustment pursuant to Article
         11 of Regulation S-X under the Securities Act, as if such cost savings
         or expenses were realized on the first day of the respective period.

                  "Pro Forma Financial Statements" shall have the meaning
provided in Section 5.21(a).

                  "Projections" shall have the meaning provided in Section
5.21(b).

                  "Property" of a Person means any and all property, whether
real, personal, tangible, intangible or mixed, of such Person, or other assets
owned, leased, or operated by such Person.

                  "Qualified Jurisdictions" shall mean and include the United
States, Bermuda and each other jurisdiction identified on Schedule XX hereto, in
each case including any states, provinces or other similar local units therein.
Furthermore, from time to time after the Initial Borrowing Date, Holdings may
request (by written notice to, and following consultation with, the
Administrative Agent) that one or more additional jurisdictions be added to the
list of Qualified Jurisdictions. In such event, such jurisdictions shall be
added to (and thereafter form part of) the list of Qualified Jurisdictions so
long as, in each case, the respective jurisdiction to be added is a jurisdiction
in which the U.S. Borrower and/or any of its Subsidiaries conducts business on
the Effective Date or is otherwise reasonably satisfactory to the Administrative
Agent and so long as Holdings has furnished opinions of counsel, in each case
from counsel, and in form and substance, reasonably satisfactory to the
Administrative Agent, concluding that Subsidiaries of the U.S. Borrower
organized under the laws of such jurisdiction may execute and deliver a Foreign
Subsidiaries Guaranty (unlimited in amount and otherwise containing

                                     -219-
<PAGE>

provisions reasonably consistent with the provisions of the Foreign Subsidiaries
Guaranty executed and delivered on the Initial Borrowing Date and applicable to
a Qualified Non-U.S. Obligor on such date), the Intercompany Subordination
Agreement and such Security Documents as may be satisfactory to the Collateral
Agent (generally consistent with the Security Documents executed and delivered
by Qualified Non-U.S. Obligors (determined without regard to the proviso to the
definition thereof contained herein) on the Initial Borrowing Date) and that, in
accordance with the laws of the respective jurisdiction, such Credit Documents
shall constitute the legal, valid and binding obligations, enforceable in
accordance with their terms, and (in the case of the Security Documents) create
valid and perfected security interests under applicable law (in each case
subject to such customary exceptions (not inconsistent with the requirements set
forth above) as are satisfactory to the Administrative Agent). The parties
hereto further agree that, in the discretion of the Administrative Agent, as a
condition to the addition of any jurisdiction to the list of Qualified
Jurisdictions, the Administrative Agent may (but shall not be required to)
request the consent of the Required Lenders to such addition and, in such event,
the Administrative Agent shall be entitled to wait for such consent before
adding the respective jurisdiction to the list of Qualified Jurisdictions.

                  "Qualified Non-U.S. Jurisdictions" shall mean and include each
Qualified Jurisdiction other than the United States (and the States thereof).

                  "Qualified Non-U.S. Obligors" shall mean each Foreign Credit
Party which (x) is a Wholly-Owned Subsidiary of Holdings organized under the
laws of a Qualified Non-U.S. Jurisdiction, (y) has provided a full and
unconditional guaranty (unlimited in amount) of all Guaranteed Obligations (as
defined in the Foreign Subsidiaries Guaranty) pursuant to a Foreign Subsidiaries
Guaranty and (z) has executed the relevant Security Documents in accordance with
the requirements of Sections 5 and 8.11 securing all such Guaranteed
Obligations, provided that (i) any Fee Capped Foreign Subsidiary Guarantor shall
be deemed to be a Qualified Non-U.S. Obligor for purposes of Sections
9.02(viii), (ix) and (xi) and Sections 9.05(vi) and (viii) only (and only said
Sections), so long as such Fee Capped Foreign Subsidiary Guarantor shall at all
times be in compliance with the requirements of Section 8.11(i), (ii) any Fee
Capped Foreign Subsidiary Guarantor shall be deemed to be a Qualified Non-U.S.
Obligor for purposes of Section 8.19(c), so long as (I) governmental approvals
are required to be obtained to transfer the Equity Interests of such Fee Capped
Foreign Subsidiary Guarantor to a Qualified Non-U.S. Obligor (determined without
regard clauses (i), (ii), (iii) and (iv) of this proviso) and the U.S. Borrower
or such Subsidiary Guarantor is using reasonable efforts to obtain such
approvals or (II) the transfer of the Equity Interests of such Fee Capped
Foreign Subsidiary Guarantor to a Qualified Non-U.S. Obligor (determined without
regard clauses (i), (ii), (iii) and (iv) of this proviso) would give rise to
material and adverse tax consequences to the U.S. Borrower or such Subsidiary,
(iii) during the 120 day period following the Initial Borrowing Date, any
Foreign Subsidiary of the Bermuda Partnership organized under the laws of
Argentina, the Bahamas, Barbados, Belgium, Brazil, British Virgin Islands,
Canary Islands, China, Greece, Guatemala, Malta, Mauritius, Mexico, Netherlands,
Panama, Peru, Singapore, South Africa, South Korea, Sweden, the United Kingdom
and Venezuela shall be deemed to be a Qualified Non-U.S. Obligor for purposes of
Sections 9.02(viii), (ix) and (xi) and Sections 9.05(vi) and (viii) only (and
only said Sections), so long as (I) during such period each such Foreign
Subsidiary is making reasonable efforts to cause to be taken all such actions
required to be taken pursuant to the definition of Qualified Jurisdiction to
cause such Foreign Subsidiary to become a "Qualified

                                     -220-
<PAGE>

Non-U.S. Obligor" and (II) such Foreign Subsidiary continues to operate during
such period in the ordinary course of business and consistent with its past
practices, (iv) notwithstanding the provision of a limited guaranty by the
Excluded Bermuda Insurance Companies, each of the Excluded Bermuda Insurance
Companies shall be deemed to be a "Qualified Non-U.S. Obligor" for all purposes
of this Agreement (other than Sections 8.19(c) and 9.01(c) for which it is
understood such Persons shall not constitute "Qualified Non-U.S. Obligors"), (v)
during the 225 day period following the Initial Borrowing Date, each Foreign
Subsidiary of the Bermuda Partnership referred to in preceding clause (iii) of
this proviso shall be deemed to be a Qualified Non-U.S. Obligor for purposes of
Sections 8.19(c) and 9.01(c) (and only said Sections), so long as at all times
during such period such Foreign Subsidiary complies with the requirements
described in subclause (II) appearing in preceding clause (iii) of this proviso,
provided that Dole Korea, Ltd. shall be deemed to be a Qualified Non-U.S.
Obligor for purposes of Sections 8.19(c) and 9.01(c) (and only said Sections),
(vi) each Foreign Subsidiary of the U.S. Borrower which is not required to
execute and deliver Security Documents on the Initial Borrowing Date as a result
of a post-closing extension of such requirement granted to such Foreign
Subsidiary pursuant to Section 13.19 shall be deemed to be a Qualified Non-U.S.
Obligor for all purposes of this Agreement during the period from the Initial
Borrowing Date through the date of the required execution and delivery of such
Security Documents pursuant to Section 13.19, so long as such Foreign Subsidiary
otherwise meets the requirements of a "Qualified Non-U.S. Obligor" set forth
above and (vii) any Qualified Non-U.S. Obligor (including any deemed as such
pursuant to preceding clauses (i), (ii), (iii), (iv), (v) and (vi)) shall cease
to constitute same at such time, if any, as such Person ceases to be a
Wholly-Owned Subsidiary of Holdings.

                  "Qualified Obligors" shall mean each Qualified U.S. Obligor
and each Qualified Non-U.S. Obligor.

                  "Qualified Preferred Stock" shall mean any Preferred Equity of
Holdings or the U.S. Borrower, the express terms of which shall provide that
dividends thereon shall not be required to be paid at any time (and to the
extent) that such payment would be prohibited by the terms of this Agreement or
any other agreement of Holdings or any of its Subsidiaries relating to
outstanding indebtedness and which, 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 (including any change of control event), cannot
mature (excluding any maturity as the result of an optional redemption by the
issuer thereof) and is not mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, and is not redeemable, or required to be repurchased,
at the sole option of the holder thereof (including, without limitation, upon
the occurrence of an change of control event), in whole or in part, on or prior
to 3 months following the maturity date of the Existing 2013 Senior Notes;
provided that Qualified Preferred Stock of the U.S. Borrower may be subject to
the "put" obligation described in Section 9.05(xxiii) on the terms provided
therein and in the definition of "Section 461(f) Trust".

                  "Qualified Trust" shall mean the David H. Murdock Living
Trust, dated May 28, 1986, as amended, or another trust established by Mr.
Murdock to hold and control the capital stock of Holdings and the remainder of
his estate in the event of his death, so long as any such trust described above
(i) is at all times controlled by David H. Murdock or by a majority of
experienced business persons and is not controlled by members of Mr. Murdock's
family, (ii) holds all or substantially all of the assets of Mr. Murdock and
(iii) assumes all of Mr. Murdock's

                                     -221-
<PAGE>

obligations under (or is otherwise bound as the legal successor to Mr. Murdock
under) the Capital Call Agreement.

                  "Qualified U.S. Obligors" shall mean and include Holdings and
each other U.S. Credit Party which is a Wholly-Owned Subsidiary of Holdings,
provided that any Qualified U.S. Obligor that is (or was) a Subsidiary of
Holdings shall cease to constitute a Qualified U.S. Obligor at such time, if
any, as such Subsidiary ceases to be a Wholly-Owned Subsidiary of Holdings.

                  "Quarterly Payment Date" shall mean the last Business Day of
each March, June, September and December.

                  "Quarterly Pricing Certificate" shall have the meaning
provided in the definition of Applicable Margin.

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

                  "Recovery Event" shall mean the receipt by Holdings or any of
its Subsidiaries of any insurance or condemnation proceeds payable (i) by reason
of theft, physical destruction or damage or any other similar event with respect
to any properties or assets of Holdings or any of its Subsidiaries, (ii) by
reason of any condemnation, taking, seizing or similar event with respect to any
properties or assets of Holdings or any of its Subsidiaries and (iii) under any
policy of insurance required to be maintained under Section 8.03.

                  "Refinancing" shall mean and include the Initial Refinancing
and the Post-Closing Refinancing.

                  "Refinancing Documents" shall mean all of the agreements,
documents and instruments executed or delivered in connection with the
Refinancing.

                  "Register" shall have the meaning provided in Section 13.17.

                  "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.

                  "Regulation T" shall mean Regulation T of the Board of
Governors of the Federal Reserve System as from to time in effect and any
successor to all or any portion thereof.

                  "Regulation U" shall mean Regulation U of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof.

                  "Regulation X" shall mean Regulation X of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or any portion thereof.

                                     -222-
<PAGE>

                  "Release" means disposing, discharging, injecting, spilling,
pumping, leaking, leaching, dumping, emitting, escaping, emptying, seeping,
placing, pouring and the like, into or upon any land or water or air, or
otherwise entering into the environment.

                  "Replaced Lender" shall have the meaning provided in Section
1.13.

                  "Replacement Lender" shall have the meaning provided in
Section 1.13.

                  "Reportable Event" shall mean an event described in Section
4043(c) of ERISA with respect to a Plan that is subject to Title IV of ERISA
other than those events as to which the 30-day notice period is waived under
subsection .22, .23, .25, .27, or .28 of PBGC Regulation Section 4043.

                  "Required Appraisal" shall have the meaning provided in
Section 8.11(j).

                  "Required Lenders" shall mean Non-Defaulting Lenders, the sum
of whose outstanding principal of Term Loans ((x) or, if prior to the occurrence
of the Credit Events on the Initial Borrowing Date, whose Tranche A Term Loan
Commitments and Tranche B Term Loan Commitments and (y) if prior to the
termination thereof pursuant to Section 3.03(g), whose Incremental Term Loan
Commitments) and Revolving Loan Commitments (or after the termination thereof,
outstanding Individual RL Facility Exposures) as of any date of determination
represent greater than 50% of the sum of all outstanding principal of Term Loans
((x) or if prior to the occurrence of the Credit Events on the Initial Borrowing
Date, the sum of all Tranche A Term Loan Commitments and Tranche B Term Loan
Commitments and (y) if prior to the termination thereof pursuant to Section
3.03(g), the sum of all Incremental Term Loan Commitments) of Non-Defaulting
Lenders at such time and the sum of all Revolving Loan Commitments of all
Non-Defaulting Lenders at such time (or, after the termination thereof, the sum
of the then total Individual RL Facility Exposures of all Non-Defaulting Lenders
at such time).

                  "Restricted Subsidiary" of any Person shall mean any
Subsidiary (as defined in the New Senior Notes Indenture as in effect on the
Initial Borrowing Date (without giving effect to any termination thereof)) of
such Person other than any Subsidiary (as so defined) of such Person that is
engaged primarily in the management, development and sale or financing of real
property.

                  "Returns" shall have the meaning provided in Section 7.20.

                  "Revolving Loan" shall have the meaning provided in Section
1.01(d).

                  "Revolving Loan Commitment" shall mean, for each RL Lender,
its Multicurrency Facility Revolving Loan Commitment (if any) and its Dollar
Facility Revolving Loan Commitment (if any).

                  "Revolving Loan Maturity Date" shall mean March 28, 2008.

                  "RL Commitment Commission" shall have the meaning provided in
Section 3.01(a).

                                     -223-
<PAGE>

                  "RL Lender" shall mean each Multicurrency Facility RL Lender
and each Dollar Facility RL Lender.

                  "RL Percentage" of any RL Lender at any time shall be that
percentage which is equal to a fraction (expressed as a percentage) the
numerator of which is the Revolving Loan Commitment of such RL Lender at such
time and the denominator of which is the Total Revolving Loan Commitment at such
time, provided that if any such determination is to be made after the Total
Revolving Loan Commitment (and the related Revolving Loan Commitments of the RL
Lenders) has terminated, the determination of such percentages shall be made
immediately before giving effect to such termination.

                  "S&P" shall mean Standard & Poor's Ratings Services, a
division of McGraw Hill, Inc.

                  "Saba" shall mean Saba Trading AB, a Swedish company.

                  "Saba Share Option Agreement" shall have the meaning provided
in Section 9.05(xiv).

                  "Sale-Leaseback Transaction" shall mean the sale and leaseback
of the corporate aircraft named "Global Express".

                  "Sale-Leaseback Transaction Documents" shall mean all
documents and agreements delivered in connection with the Sale-Leaseback
Transaction, in each case as the same may be amended, modified and/or
supplemented from time to time in accordance with the terms hereof and thereof.

                  "Scheduled Existing Indebtedness" shall mean Third Party
Scheduled Existing Indebtedness and Intercompany Scheduled Existing
Indebtedness.

                  "Scheduled Repayment" shall mean any Tranche C Term Loan
Scheduled Repayment and/or any Incremental Term Loan Scheduled Repayment, as
applicable.

                  "Scotia Capital" shall mean The Bank of Nova Scotia, in its
individual capacity, and any successor corporation thereto by merger,
consolidation or otherwise.

                  "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

                  "Second-Tier Material Real Property" of any Person, shall mean
any fee-owned (or equivalent) Real Property acquired by such Person after the
Initial Borrowing Date with a value (determined using the initial purchase price
paid by such Person for such Real Property) of greater than $2,500,000 but less
than or equal to $10,000,000.

                  "Section 4.04(b)(ii) Certificate" shall have the meaning
provided in Section 4.04(b)(ii).

                                     -224-
<PAGE>

                  "Section 461(f) Trust" shall mean a grantor trust of the type
described in Section 461(f) of the Code established by the U.S. Borrower
pursuant to a trust indenture solely for the purpose of holding Qualified
Preferred Stock issued by the U.S. Borrower, selling such Qualified Preferred
Stock to the U.S. Borrower and applying proceeds of such sale (and cash
Dividends payable on such Qualified Preferred Stock) to satisfy specified claims
asserted against the U.S. Borrower (it being understood and agree that the trust
indenture governing such trust shall require (x) the U.S. Borrower to purchase
Qualified Preferred Stock from such trust in the aggregate amount of claim
settlements paid by such trust less the aggregate amount of any cash dividends
paid to such trust on the Qualified Preferred Stock on the date of such claims
settlement and (y) such trust to return any shares of Qualified Preferred Stock
not purchased by the U.S. Borrower to satisfy claim settlements of such trust to
be transferred to the U.S. Borrower (for no consideration)).

                  "Secured Creditors" shall have the meaning provided in the
respective Security Documents.

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

                  "Security Agreement Collateral" shall mean all collateral in
which any security interest is granted pursuant to the Security Agreements.

                  "Security Agreements" shall mean the U.S. Security Agreement
and each Foreign Security Agreement.

                  "Security Document" shall mean and include each of the U.S.
Security Agreement, the U.S. Pledge Agreement, each Mortgage, each Foreign
Security Agreement, each Foreign Pledge Agreement and, after the execution and
delivery thereof, each Additional Security Document (including each Additional
Mortgage).

                  "Senior Officer" shall mean (i) senior executive management of
Holdings and the U.S. Borrower, (ii) the general counsel of Holdings and the
U.S. Borrower and (iii) the division presidents of Holdings and its
Subsidiaries.

                  "SG" shall mean Societe Generale, in its individual capacity,
and any successor corporation thereto by merger, consolidation or otherwise.

                  "Shareholder Subordinated Note" shall mean an unsecured junior
subordinated note issued by Holdings (and not guaranteed or supported in any way
by either Borrower or any of their respective Subsidiaries) in the form of
Exhibit M, as the same may be amended, modified and/or supplemented from time to
time in accordance with the terms hereof and thereof.

                  "Shareholders' Agreements" shall have the meaning provided in
Section 5.19.

                  "Sharing Event" shall mean (i) the occurrence of any Event of
Default with respect to any Credit Agreement Party pursuant to Section 10.05,
(ii) the declaration of the termination of any Revolving Loan Commitment, or the
acceleration of the maturity of any Loans, in each case pursuant to the last
paragraph of Section 10 or (iii) the failure of either Borrower to

                                     -225-
<PAGE>

pay any principal of, or interest on, Loans of any Tranche, any Letter of Credit
Outstandings or any Bank Guaranty Outstandings on the relevant Maturity Date.

                  "Shell Corporation" shall mean any Person created or
established by the U.S. Borrower or any of its Wholly-Owned Subsidiaries, so
long as (i) the aggregate amount of assets at any time held by any such Person
does not exceed $10,000 and (ii) the aggregate amount of assets at any time held
by all Shell Corporations at any time in existence does not exceed $100,000, it
being understood that at such time as the assets of any Person which was a
"Shell Corporation" exceed $10,000 or the assets of all Persons which were
"Shell Corporations" exceeds $100,000, all such Persons shall cease to be Shell
Corporations for purposes of this definition.

                  "Significant Asset Sale" shall mean each Asset Sale which
generates Net Sale Proceeds of at least $10,000,000.

                  "Special Colombian Put Notes" shall have the meaning provided
in Section 8.24.

                  "Special Reserve Account" shall have the meaning provided in
Section 1.14(d).

                  "Specified Default" shall mean any Default under either of
Sections 10.01 or 10.05.

                  "Standby Letter of Credit" shall have the meaning provided in
Section 2A.01(a).

                  "Start Date" shall have the meaning provided in the definition
of Applicable Margin.

                  "Stated Amount" of each Letter of Credit shall, at any time,
mean the maximum amount available to be drawn thereunder (in each case
determined without regard to whether any conditions to drawing could then be
met, but after giving effect to all previous drawings made thereunder), provided
that except as such term is used in Section 2A.02 and except as provided in the
definition of "Euro L/C Stated Amount", the "Stated Amount" of each Euro
Denominated Letter of Credit and each Sterling Denominated Letter of Credit
shall be, on any date of calculation, the Dollar Equivalent of the maximum
amount available to be drawn in Euros or Sterling, as the case may be,
thereunder (determined without regard to whether any conditions to drawing could
then be met but after giving effect to all previous drawings made thereunder).

                  "Sterling" and "(pound)" shall mean freely transferable lawful
money of the United Kingdom (expressed in pounds sterling).

                  "Sterling Denominated Bank Guaranty" shall mean each Bank
Guaranty denominated in Sterling.

                  "Sterling Denominated Letter of Credit" shall mean each Letter
of Credit denominated in Sterling.

                                     -226-
<PAGE>

                  "Subsidiaries Guaranty" shall mean and include the U.S.
Subsidiaries Guaranty, the Foreign Subsidiaries Guaranty and any other guaranty
executed and delivered by any Subsidiary of the U.S. Borrower pursuant to any of
Sections 8.11, 8.12 and/or 9.17.

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

                  "Subsidiary Guarantor" shall mean each Subsidiary of the U.S.
Borrower that executes and delivers any Subsidiaries Guaranty, unless and until
such time as the respective Subsidiary is released from all of its obligations
under any relevant Subsidiaries Guaranty in accordance with the terms and
provisions thereof.

                  "Supermajority Lenders" of any Tranche shall mean those
Non-Defaulting Lenders which would constitute the Required Lenders under, and as
defined in, this Agreement if (x) all outstanding Obligations of the other
Tranches under this Agreement were repaid in full and all Commitments with
respect thereto were terminated and (y) the percentage "50%" contained therein
were changed to "66-2/3%."

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

                  "Swingline Lender" shall mean DBAG, or any Person serving as a
successor Administrative Agent hereunder, in its capacity as a lender of
Swingline Loans.

                  "Swingline Loans" shall have the meaning provided in Section
1.01(f).

                  "Syndication Date" shall mean the earlier of (i) the 90th day
following the Initial Borrowing Date and (ii) the date upon which the Agents
determine (and notify Holdings and the Lenders) that the primary syndication
(and resultant addition of Persons as Lenders pursuant to Section 13.04(b)) has
been completed.

                  "Synthetic Lease" shall mean, as applied to any Person, any
lease (including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed), (i) that is not a capital lease in
accordance with GAAP and (ii) in respect of which the lessee retains or obtains
ownership of the property so leased for federal income tax purposes, other than
any such lease under which that Person is the lessor; provided that for purposes
of this Agreement, the term "Synthetic Lease" shall not include the leases in
existence on the Initial Borrowing Date with respect to the vessels named "Dole
Chile" and "Dole Colombia".

                  "Tax Allocation Agreements" shall have the meaning provided in
Section 5.19.

                                     -227-
<PAGE>

                  "Taxes" shall have the meaning provided in Section 4.04(a).

                  "Term Loans" shall mean and include Tranche A Term Loans,
Tranche B Term Loans, Tranche C Term Loans and each Incremental Term Loan.

                  "Test Period" shall mean (i) for purposes of any determination
of compliance with Sections 9.08, 9.09 or 9.11 prior to the first anniversary of
the Initial Borrowing Date, the period commencing on the first day of the 2nd
Fiscal Quarter of Fiscal Year 2003 and ending on the last day of the Fiscal
Quarter then last ended (taken as one accounting period) and (ii) for all other
purposes, each period of four consecutive Fiscal Quarters then last ended, in
each case taken as one accounting period; provided that in the case of any
determination of the Leverage Ratio or the Bank Debt Leverage Ratio pursuant to
this Agreement prior to the first anniversary of the Initial Borrowing Date,
such period shall be a one-year period ending on the last day of the Fiscal
Quarter last ended, with any calculations of Consolidated EBITDA used in
calculating the Leverage Ratio or the Bank Debt Leverage Ratio to be made on a
pro forma basis in accordance with, and to the extent provided in, the
immediately succeeding sentence. To the extent the respective Test Period (i)
includes the 2nd Fiscal Quarter of Fiscal Year 2002, Consolidated EBITDA for
such fiscal quarter shall be deemed to be $139,500,000, (ii) includes the 3rd
Fiscal Quarter of Fiscal Year 2002, Consolidated EBITDA for such fiscal quarter
shall be deemed to be $91,200,000, (iii) includes the 4th Fiscal Quarter of
Fiscal Year 2002, Consolidated EBITDA for such fiscal quarter shall be deemed to
be $70,400,000 and (iv) includes the 1st Fiscal Quarter of Fiscal Year 2003,
Consolidated EBITDA shall be deemed to be $101,600,000 (provided that once the
financial results for such Fiscal Quarter are made available and reported as
provided in Section 8.01(b), Consolidated EBITDA for such Fiscal Quarter shall
be recalculated in accordance with the requirements of the definition of
"Consolidated EBITDA" and, thereupon, be restated for purposes of this clause
(iv)); provided, however, that any additional adjustments required by the
definition of Pro Forma Basis for occurrences after the Initial Borrowing Date
shall also be made.

                  "Third Amendment" shall mean the Third Amendment to this
Agreement, dated as of November [__], 2003.

                  "Third Amendment Effective Date" shall have the meaning
provided in the Third Amendment.

                  "Third Party Scheduled Existing Indebtedness" shall have the
meaning provided in Section 7.21.

                  "TL Repayment Percentage" of any Tranche of Term Loans at any
time shall be a fraction (expressed as a percentage) (x) the numerator of which
is the aggregate principal amount of outstanding Term Loans of such Tranche and
(y) the denominator of which is the sum of the aggregate principal amount of all
outstanding Term Loans at such time.

                  "Total Commitment" shall mean, at any time, the sum of the
Total Tranche A Term Loan Commitment, the Total Tranche B Term Loan Commitment,
the Total Tranche C Term Loan Commitment, the Total Incremental Term Loan
Commitment and the Total Revolving Loan Commitment.

                                     -228-
<PAGE>

                  "Total Dollar Facility Revolving Loan Commitment" shall mean,
at any time, the sum of the Dollar Facility Revolving Loan Commitments of each
of the Lenders with such a Commitment at such time.

                  "Total Incremental Term Loan Commitment" shall mean, at any
time, the sum of the Incremental Term Loan Commitments of each of the Lenders
with such a Commitment at such time.

                  "Total Multicurrency Facility Revolving Loan Commitment" shall
mean, at any time, the sum of the Multicurrency Facility Revolving Loan
Commitments of each of the Lenders with such a Commitment at such time.

                  "Total Revolving Loan Commitment" shall mean, at any time, the
sum of the Total Dollar Facility Revolving Loan Commitment and the Total
Multicurrency Facility Revolving Loan Commitment, in each case in effect at such
time.

                  "Total Tranche A Term Loan Commitment" shall mean, at any
time, the sum of the Tranche A Term Loan Commitments of each of the Lenders with
such a Commitment at such time.

                  "Total Tranche B Term Loan Commitment" shall mean, at any
time, the sum of the Tranche B Term Loan Commitments of each of the Lenders with
such a Commitment at such time.

                  "Total Tranche C Term Loan Commitment" shall mean, at any
time, the sum of the Tranche C Term Loan Commitments of each of the Lenders with
such a Commitment at such time.

                  "Total Unutilized Dollar Facility Revolving Loan Commitment"
shall mean, at any time, an amount equal to the remainder of (x) the Total
Dollar Facility Revolving Loan Commitment as in effect at such time less (y) the
aggregate principal amount of all Dollar Facility Revolving Loans outstanding at
such time less (z) the aggregate amount of all Dollar Facility Letter of Credit
Outstandings at such time.

                  "Total Unutilized Multicurrency Facility Revolving Loan
Commitment" shall mean, at any time, an amount equal to the remainder of (x) the
Total Multicurrency Facility Revolving Loan Commitment as in effect at such time
less (y) the Aggregate Multicurrency Facility RL Exposure at such time; provided
that for purposes of this definition, "Aggregate Multicurrency Facility RL
Exposure" shall be determined as provided in the definition thereof but for such
purposes excluding the obligations described in clause (iii) of said definition.

                  "Total Unutilized Revolving Loan Commitment" shall mean, at
any time, an amount equal to the remainder of (x) the Total Revolving Loan
Commitment as in effect at such time less (y) the sum of the Aggregate
Multicurrency Facility RL Exposure at such time and the Aggregate Dollar
Facility RL Exposure at such time.

                  "Trade Letter of Credit" shall have the meaning set forth in
Section 2A.01(a).

                                     -229-
<PAGE>

                  "Tranche" shall mean the respective facilities and commitments
utilized in making Loans hereunder (i.e., whether Tranche A Term Loans, Tranche
B Term Loans, Tranche C Term Loans, U.S. Borrower Multicurrency Facility
Revolving Loans, Bermuda Borrower Multicurrency Facility Revolving Loans, U.S.
Borrower Multicurrency Facility Swingline Loans, Bermuda Borrower Multicurrency
Facility Swingline Loans, U.S. Borrower Dollar Facility Revolving Loans, Bermuda
Borrower Dollar Facility Revolving Loans, U.S. Borrower Dollar Facility
Swingline Loans, Bermuda Borrower Dollar Facility Swingline Loans or Incremental
Term Loans made pursuant to one or more tranches designated pursuant to the
respective Incremental Term Loan Commitment Agreements in accordance with the
relevant requirements specified in Section 1.15); provided that (x) in the
circumstances contemplated by Section 1.15(c), Incremental Term Loans may be
made part of a then existing Tranche of Incremental Term Loans and (y) for
purposes of the definition of "Supermajority Lenders", "Majority Lenders" and
Section 13.12(a), (I) U.S. Borrower Multicurrency Facility Revolving Loans,
Bermuda Borrower Multicurrency Facility Revolving Loans, U.S. Borrower
Multicurrency Facility Swingline Loans and Bermuda Borrower Multicurrency
Facility Swingline Loans shall collectively be deemed to represent a single
"Tranche" and (II) U.S. Borrower Dollar Facility Revolving Loans, Bermuda
Borrower Dollar Facility Revolving Loans, U.S. Borrower Dollar Facility
Swingline Loans and Bermuda Borrower Dollar Facility Swingline Loans shall
collectively be deemed to represent a single "Tranche".

                  "Tranche A Term Loan" shall have the meaning provided in
Section 1.01(a).

                  "Tranche A Term Loan Commitment" shall mean, with respect to
each Lender, the amount set forth opposite such Lender's name in Schedule I
directly below the column entitled "Tranche A Term Loan Commitment", as the same
may be terminated pursuant to Sections 3.03 and/or 10.

                  "Tranche A Term Loan Maturity Date" shall mean March 28, 2008.

                  "Tranche A Term Note" shall have the meaning provided in
Section 1.05(a).

                  "Tranche B Term Loan" shall mean have the meaning provided in
Section 1.01(b).

                  "Tranche B Term Loan Commitment" shall mean, with respect to
each Lender, the amount set forth opposite such Lender's name in Schedule I
directly below the column entitled "Tranche B Term Loan Commitment", as the same
may be terminated pursuant to Sections 3.03 and/or 10.

                  "Tranche B Term Loan Conversion" shall have the meaning
provided in Section 1.01(i).

                  "Tranche B Term Loan Maturity Date" shall mean September 28,
2008.

                  "Tranche B Term Note" shall have the meaning provided in
Section 1.05(a).

                  "Tranche C Term Loan" shall mean have the meaning provided in
Section 1.01(i).

                                     -230-
<PAGE>

                  "Tranche C Term Loan Borrowing Amount" shall mean, with
respect to each Lender, the amount set forth opposite such Lender's name in
Schedule I directly below the column entitled "Tranche C Term Loan Borrowing
Amount", as the same may be (x) reduced from time to time as a result of
prepayments and repayments pursuant to Section 4.01, 4.02 and/or 10 or (y)
adjusted from time to time as a result of assignments of B Term Loans to or from
such Lender pursuant to Section 1.13 or 13.04(b).

                  "Tranche C Term Loan Commitment" shall mean, with respect to
each Lender, the amount set forth opposite such Lender's name in Schedule I
directly below the column entitled "Tranche C Term Loan Commitment", as the same
may be terminated pursuant to Sections 3.03 and/or 10.

                  "Tranche C Term Loan Maturity Date" shall mean September 28,
2008.

                  "Tranche C Term Loan Scheduled Repayment" shall have the
meaning provided in Section 4.02(b)(iii).

                  "Tranche C Term Note" shall have the meaning provided in
Section 1.05(a).

                  "Transaction" shall mean, collectively, (i) the consummation
of the Acquisition and the Foreign Asset Transfer, (ii) the consummation of the
Common Equity Financing, (iii) the issuance of the New Senior Notes, (iv) the
execution and delivery of the Existing Senior Notes Indenture Supplement as
contemplated by Section 5.10, (v) the consummation of the Refinancing, (vi) the
consummation of the Sale-Leaseback Transaction, (vii) the consummation of the
Intercompany Distribution Transactions, (viii) the entering into of the Credit
Documents and the incurrence of all Loans and the issuance of all Letters of
Credit and Bank Guaranties on the Initial Borrowing Date, and (ix) the payment
of fees and expenses in connection with the foregoing.

                  "Treaty" means the Treaty establishing the European Community
being the Treaty of Rome of March 25, 1957, as amended by the Single European
Act 1986, the Maastricht Treaty (which was signed at Maastricht on February 7,
1992) and the Treaty of Amsterdam (which was signed in Amsterdam on October 2,
1997).

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

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

                  "Unfunded Current Liability" shall mean the amount, if any, by
which the actuarial present value of accumulated benefits of any Plan subject to
Title IV of ERISA as of the close of its most recent plan year, determined using
actuarial assumptions at such time consistent with those prescribed by Financial
Account Standards No. 87, exceeds the fair market value of the assets allocable
to such liabilities.

                  "Unpaid Drawing" shall have the meaning provided in Section
2A.05(a).

                                     -231-
<PAGE>

                  "Unreimbursed Payment" shall have the meaning provided in
Section 2B.05(a).

                  "Unrestricted Cash" shall mean all cash and Cash Equivalents
owned or held by Holdings and its Subsidiaries other than (i) so long as Saba
remains a Non-Wholly Owned Subsidiary, cash and Cash Equivalents owned or held
by Saba and its Subsidiaries, (ii) cash and Cash Equivalents owned or held by
any Section 461(f) Trust and (iii) cash and Cash Equivalents owned or held by
the Excluded Bermuda Insurance Companies.

                  "Unrestricted Subsidiary" of any Person shall mean (i) at any
time prior to the repayment in full of the Existing 2009 Senior Notes and the
Existing 2013 Senior Notes, any Subsidiary of such Person that is not a
Restricted Subsidiary and (ii) thereafter, any Subsidiary of such Person.

                  "Unutilized Dollar Facility Revolving Loan Commitment" with
respect to any Dollar Facility RL Lender, at any time, shall mean such Dollar
Facility RL Lender's Dollar Facility Revolving Loan Commitment at such time, if
any, less the sum of (i) the aggregate outstanding principal amount of Dollar
Facility Revolving Loans made by such Dollar Facility RL Lender and then
outstanding and (ii) the sum of such Dollar Facility RL Lender's L/C
Participation Percentage of the Stated Amount of each Dollar Facility Letter of
Credit and any Unpaid Drawings relating thereto.

                  "Unutilized Multicurrency Facility Revolving Loan Commitment"
with respect to any Multicurrency Facility RL Lender, at any time, shall mean
such Multicurrency Facility RL Lender's Multicurrency Facility Revolving Loan
Commitment at such time, if any, less the sum of (i) the aggregate outstanding
principal amount of Multicurrency Facility Revolving Loans (taking the Dollar
Equivalent of any such Loans denominated in Euros) made by such Multicurrency
Facility RL Lender and then outstanding, (ii) the sum of such Multicurrency
Facility RL Lender's L/C Participation Percentage of the Stated Amount of each
Multicurrency Facility Letter of Credit and any Unpaid Drawings (taking the
Dollar Equivalent of any amounts expressed in Euros or Sterling) relating
thereto and (iii) the sum of such Multicurrency Facility RL Lender's B/G
Participation Percentage of the Face Amount of each Bank Guaranty and any
Unreimbursed Payment (taking the Dollar Equivalent of any amounts expressed in
Euros or Sterling) relating thereto.

                  "U.S." or "United States" shall mean the United States of
America.

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

                  "U.S. Borrower Bank Guaranty" shall mean each Bank Guaranty
(which may be denominated in Dollars, Euros or Sterling) issued for the account
of the U.S. Borrower pursuant to Section 2B.01 and designated as such by the
U.S. Borrower in the respective Bank Guaranty Request.

                  "U.S. Borrower Bank Guaranty Outstandings" shall mean, at any
time, the sum of (i) the aggregate Face Amount of all outstanding U.S. Borrower
Bank Guaranties which have not terminated at such time and (ii) the aggregate
amount of all Unreimbursed Payments (taking the

                                     -232-
<PAGE>

Dollar Equivalent of any amounts owed in Euros or Sterling) in respect of all
U.S. Borrower Bank Guaranties at such time.

                  "U.S. Borrower Dollar Facility Letter of Credit" shall mean
each Dollar Facility Letter of Credit (which must be denominated in Dollars)
issued for the account of the U.S. Borrower pursuant to Section 2A.01.

                  "U.S. Borrower Dollar Facility Revolving Loan" shall have the
meaning provided in Section 1.01(d).

                  "U.S. Borrower Dollar Facility Revolving Note" shall have the
meaning provided in Section 1.05(a).

                  "U.S. Borrower Dollar Facility Swingline Loan" shall have the
meaning provided in Section 1.01(f).

                  "U.S. Borrower Dollar Facility Swingline Note" shall have the
meaning provided in Section 1.05(a)

                  "U.S. Borrower Guaranteed Obligations" shall mean (i) the
principal and interest on each Tranche B Term Note, each Tranche C Term Note,
each Incremental Term Note, each Bermuda Borrower Multicurrency Facility
Revolving Note, the Bermuda Borrower Multicurrency Facility Swingline Note, each
Bermuda Borrower Dollar Facility Revolving Note and the Bermuda Borrower Dollar
Facility Swingline Note (in each case) issued by the Bermuda Borrower to each
Lender, and each Tranche B Term Loan, each Tranche C Term Loan, each Bermuda
Borrower Incremental Term Loan, each Bermuda Borrower Multicurrency Facility
Revolving Loan, each Bermuda Borrower Multicurrency Facility Swingline Loan,
each Bermuda Borrower Dollar Facility Revolving Loan and each Bermuda Borrower
Dollar Facility Swingline Loan made, under this Agreement, all reimbursement
obligations and Unpaid Drawings with respect to each Letter of Credit issued for
the account of the Bermuda Borrower and all reimbursement obligations and
Unreimbursed Payments with respect to each Bermuda Borrower Bank Guaranty,
together with all the other obligations (including obligations which, but for
the automatic stay under Section 362(a) of the Bankruptcy Code, would become
due) and liabilities (including, without limitation, indemnities, fees and
interest thereon) of the Bermuda Borrower to each Lender, each Agent, each
Issuing Lender, each Bank Guaranty Issuer and the Collateral Agent now existing
or hereafter incurred under, arising out of or in connection with this Agreement
or any other Credit Document and the due performance and compliance by the
Bermuda Borrower with all the terms, conditions and agreements contained in the
Credit Documents to which it is a party and (ii) all obligations (including
obligations which, but for the automatic stay under Section 362(a) of the
Bankruptcy Code, would become due) and liabilities of the Bermuda Borrower or
any other Subsidiary of the U.S. Borrower owing under any Interest Rate
Protection Agreement and any Other Hedging Agreement entered into by the Bermuda
Borrower or any other Subsidiary of the U.S. Borrower with any Lender or any
affiliate thereof (even if such Lender subsequently ceases to be a Lender under
this Agreement for any reason) so long as such Lender or affiliate participates
in such Interest Rate Protection Agreement or Other Hedging Agreement, and their
subsequent assigns, if any, whether now in existence or hereafter

                                     -233-
<PAGE>

arising, and the due performance and compliance with all terms, conditions and
agreements contained therein.

                  "U.S. Borrower Incremental Term Loans" shall mean Incremental
Term Loans incurred by the U.S. Borrower.

                  "U.S. Borrower Multicurrency Facility Letter of Credit" shall
mean each Multicurrency Facility Letter of Credit (which may be denominated in
Dollars, Euros or Sterling) issued for the account of the U.S. Borrower pursuant
to Section 2A.01 and designated as such by the U.S. Borrower in the respective
Letter of Credit Request.

                  "U.S. Borrower Multicurrency Facility Letter of Credit
Outstandings" shall mean, at any time, the sum of (i) the aggregate Stated
Amount of all outstanding U.S. Borrower Multicurrency Facility Letters of Credit
and (ii) the aggregate amount of all Unpaid Drawings (taking the Dollar
Equivalent of all amounts payable in Euros or Sterling) in respect of all U.S.
Borrower Multicurrency Facility Letters of Credit.

                  "U.S. Borrower Multicurrency Facility Revolving Loan" shall
have the meaning provided in Section 1.01(c).

                  "U.S. Borrower Multicurrency Facility Revolving Note" shall
have the meaning provided in Section 1.05(a).

                  "U.S. Borrower Multicurrency Facility Swingline Loan" shall
have the meaning provided in Section 1.01(e).

                  "U.S. Borrower Multicurrency Facility Swingline Note" shall
have the meaning provided in Section 1.05(a).

                  "U.S. Borrower Guaranteed Party" shall mean the Bermuda
Borrower and each Subsidiary of the U.S. Borrower party to any Interest Rate
Protection Agreement or Other Hedging Agreement with any Secured Creditor.

                  "U.S. Borrower's Guaranty" shall mean the guaranty of the U.S.
Borrower pursuant to Section 15.

                  "U.S. Credit Party" shall mean Holdings, the U.S. Borrower and
each U.S. Subsidiary Guarantor.

                  "U.S. Dole Group" shall mean Holdings, the U.S. Borrower and
the U.S. Subsidiary Guarantors.

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

                  "U.S. GAAP" shall mean generally accepted accounting
principles in the United States of America as in effect from time to time;
provided that determinations in accordance with U.S. GAAP for purposes of
Applicable Margins and Sections 4.02, 8.15 and 9, including defined

                                     -234-
<PAGE>

terms as used therein, and for all purposes of determining the Leverage Ratio
and the Bank Debt Leverage Ratio, are subject (to the extent provided therein)
to Section 13.07(a).

                  "U.S. Leasehold Property" shall mean each Leasehold Property
located in the United States.

                  "U.S. Mortgage Amendment" shall have the meaning provided in
Section 8.25.

                  "U.S. Mortgaged Property" shall mean each Real Property
located in the United States or any State or territory thereof with respect to
which a Mortgage is required to be delivered pursuant to the terms of this
Agreement.

                  "U.S. Pledge Agreement" shall have the meaning provided in
Section 5.15(a).

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

                  "U.S. Security Agreement" shall have the meaning provided in
Section 5.16.

                  "U.S. Security Documents" shall mean and include the U.S.
Security Agreement, the U.S. Pledge Agreement, each Mortgage covering a U.S.
Mortgage Property and each Additional Security Document covering assets of a
U.S. Credit Party situated in the United States.

                  "U.S. Subsidiaries Guaranty" shall have the meaning provided
in Section 5.14(a) and shall include any counterpart thereof and any other
substantially identical guaranty executed and delivered by any Subsidiary of the
U.S. Borrower pursuant to Section 8.11, 8.12 or 9.17.

                  "U.S. Subsidiary Guarantor" shall mean (i) each Wholly-Owned
Domestic Subsidiary of Holdings as of the Initial Borrowing Date (other than (x)
the U.S. Borrower and (y) the Excluded Domestic Subsidiary) and (ii) each other
Wholly-Owned Domestic Subsidiary of the U.S. Borrower created, established or
acquired after the Initial Borrowing Date which executes and delivers a U.S.
Subsidiaries Guaranty, unless and until such time as the respective Domestic
Subsidiary ceases to constitute a Domestic Subsidiary or is released from all of
its obligations under its U.S. Subsidiaries Guaranty in accordance with the
terms and provisions thereof.

                  "Weighted Average Life to Maturity" shall mean, when applied
to any Indebtedness at any date, the number of years obtained by dividing (i)
the then outstanding principal amount of such Indebtedness into (ii) the product
obtained by multiplying (x) the amount of each then remaining installment or
other required scheduled payments of principal, including payment at final
maturity, in respect thereof, by (y) the number of years (calculated to the
nearest one-twelfth) that will elapse between such date and the making of such
payment.

                  "Wholly-Owned Domestic Subsidiary" shall mean, as to any
Person, any Wholly-Owned Subsidiary of such Person that is a Domestic Subsidiary
of such Person.

                                     -235-
<PAGE>

                  "Wholly-Owned Foreign Subsidiary" shall mean, as to any
Person, any Wholly-Owned Subsidiary of such Person that is not a Domestic
Subsidiary of such Person.

                  "Wholly-Owned Subsidiary" shall mean, as to any Person, (i)
any corporation 100% of whose capital stock (other than director's qualifying
shares and/or other nominal amounts of shares required by applicable law to be
held by Persons other than such Person) is at the time owned by such Person
and/or one or more Wholly-Owned Subsidiaries of such Person and (ii) any
partnership, limited liability company, association, joint venture or other
entity in which such Person and/or one or more Wholly-Owned Subsidiaries of such
Person has a 100% Equity Interest at such time; provided that any Foreign
Subsidiary of such Person at least 98% of whose capital stock or other Equity
Interests are owned by such Person and/or one or more Wholly-Owned Subsidiaries
(determined after giving effect to this proviso) of such Person at such time
shall be deemed to be a Wholly-Owned Subsidiary of such Person.

                  "Written" (whether lower or upper case) or "in writing" shall
mean any form of written communication or a communication by means of telex,
facsimile device, telegraph or cable.

                  SECTION 12. The Agents.

                  12.01 Appointment. (a) Each Lender hereby irrevocably
designates and appoints (x) DBAG as Administrative Agent for such Lender (for
purposes of this Section 12, the term "Administrative Agent" shall mean DBAG in
its capacities as Administrative Agent and as Collateral Agent hereunder and
pursuant to the Security Documents), (y) Scotia Capital and BAS as
Co-Syndication Agents for such Lender, and (z) Fleet and SG as Co-Documentation
Agents for such Lender, each to act as specified herein and in the other Credit
Documents, and each such Lender hereby irrevocably authorizes the Administrative
Agent, each Co-Syndication Agents and each Co-Documentation Agent to take such
action on its behalf under the provisions of this Agreement and the other Credit
Documents and to exercise such powers and perform such duties as are expressly
delegated to or required of the Administrative Agent, such Co-Syndication Agent
or such Co-Documentation Agent, as the case may be, by the terms of this
Agreement and the other Credit Documents, together with such other powers as are
reasonably incidental thereto. Each of the Agents may perform any of their
respective duties under this Agreement, the other Credit Documents and any other
instruments and agreements referred to herein or therein by or through its
respective officers, directors, agents, employees or affiliates (it being
understood and agreed, for avoidance of doubt and without limiting the
generality of the foregoing, that the Administrative Agent and/or Collateral
Agent may perform any of its duties under the Security Documents by or through
one or more of its affiliates).

                  (b)      The provisions of this Section 12 are solely for the
benefit of the Administrative Agent, the Co-Syndication Agents, the
Co-Documentation Agents and the Lenders, and neither Holdings nor any of its
Subsidiaries shall have any rights as a third party beneficiary of any of the
provisions hereof. In performing its functions and duties under this Agreement,
each of the Administrative Agent, each Co-Syndication Agent and each
Co-Documentation Agent shall act solely as agent for the Lenders, and none of
the Administrative Agent, the Co-Syndication Agents or the Co-Documentation
Agents assumes (and shall not be deemed to have

                                     -236-
<PAGE>

assumed) any obligation or relationship of agency or trust with or for Holdings
or any of its Subsidiaries.

                  12.02 Nature of Duties. (a) No Agent shall have any duties or
responsibilities except those expressly set forth in this Agreement and in the
other Credit Documents. Neither any Agent nor any of its officers, directors,
agents, employees or affiliates shall be liable for any action taken or omitted
by it hereunder or under any other Credit Document or in connection herewith or
therewith, unless caused by its or their gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and
non-appealable decision). The duties of the Agents shall be mechanical and
administrative in nature; no Agent shall have by reason of this Agreement or any
other Credit Document a fiduciary relationship in respect of any Lender or the
holder of any Note and nothing in this Agreement or in any other Credit
Document, expressed or implied, is intended to or shall be so construed as to
impose upon any Agent any obligations in respect of this Agreement or any other
Credit Document except as expressly set forth herein or therein, provided, that
the Administrative Agent and/or the Collateral Agent shall be deemed to be a
trustee and stand in a fiduciary relationship with respect to the Lenders and
the holders of Notes for purposes of any Security Document governed by the laws
of a jurisdiction located outside the United States where the Administrative
Agent and/or the Collateral Agent, as the case may be, shall determine, based on
advice of local counsel, that same is necessary or desirable for purposes of
realizing the benefits intended to be conferred pursuant to such Security
Document, and the Lenders hereby irrevocably designate each of the
Administrative Agent and the Collateral Agent as their trustee for such purpose
and authorize each of the Administrative Agent and the Collateral Agent to at
any time and from time to time take all actions (including, without limitation,
making demand for all amounts then due and payable and the exercise of other
remedies) on their behalf in accordance with the terms of such Security Document
without the necessity of any notice to or further consent from any Lender, and
the Lenders hereby agree to indemnify the Administrative Agent and the
Collateral Agent (and each of their respective officers, directors, trustees,
employees, representatives and agents) and hold each of them harmless against
any and all liabilities, obligations (including removal or remedial actions),
losses, damages, penalties, claims, actions, judgments, suits, costs, expenses
and disbursements (including reasonable attorneys' and consultants' fees and
disbursements) incurred by, imposed on or assessed against any of them as a
result of, or arising out of, or in any way related to, or by reason of, the
taking of any action or any omission to take action under any such Security
Document unless such action is taken or omitted to be taken with gross
negligence or willful misconduct (as determined by a court of competent
jurisdiction in a final and non-appealable decision).

                  (b)      Notwithstanding any other provision of this Agreement
or any provision of any other Credit Document, each of the Joint Lead Arrangers
is named as such for recognition purposes only, and in their respective
capacities as such shall have no powers, duties, responsibilities or liabilities
with respect to this Agreement or the other Credit Documents or the transactions
contemplated hereby and thereby; it being understood and agreed that the Joint
Lead Arrangers shall be entitled to all indemnification and reimbursement rights
in favor of "Agents" as, and to the extent, provided for under Sections 12.07
and 13.01. Without limitation of the foregoing, none of the Joint Lead Arrangers
shall, solely by reason of this Agreement or any other Credit Documents, have
any fiduciary relationship in respect of any Lender or any other Person.

                                     -237-
<PAGE>

                  12.03 Certain Rights of the Agents. The Agents shall have the
right to request instructions from the Required Lenders at any time. If any
Agent shall request instructions from the Required Lenders with respect to any
act or action (including failure to act) in connection with this Agreement or
any other Credit Document, such Agent shall be entitled to refrain from such act
or taking such action unless and until such Agent shall have received
instructions from the Required Lenders; and such Agent shall not incur liability
to any Lender by reason of so refraining. Without limiting the foregoing,
neither any Lender nor the holder of any Note shall have any right of action
whatsoever against any Agent or any of its employees, directors, officers,
agents or affiliates as a result of such Agent or such other person acting or
refraining from acting hereunder or under any other Credit Document in
accordance with the instructions of the Required Lenders.

                  12.04 Reliance by Agents. Each Agent shall be entitled to
rely, and shall be fully protected (and shall have no liability to any Person)
in relying, upon any note, writing, resolution, notice, statement, certificate,
telex, teletype or telecopier message, cablegram, radiogram, order, telephone
message or other document or conversation that such Agent believed, in the
absence of gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision), to be the proper
Person, and, with respect to all legal matters pertaining to this Agreement and
any other Credit Document and its duties hereunder and thereunder, upon advice
of counsel selected by such Agent (which may be counsel for the Credit Parties)
and, with respect to other matters, upon advice of independent public
accountants or other experts selected by it.

                  12.05 Notice of Default, etc. The Administrative Agent shall
not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default unless the Administrative Agent has actually received written
notice from a Lender or Holdings or either Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a
"notice of default." In the event that the Administrative Agent receives such a
notice, the Administrative Agent shall give prompt notice thereof to the
Lenders. The Administrative Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required
Lenders; provided that, unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders (as determined by the Administrative Agent in its sole
discretion).

                  12.06 Nonreliance on Agents and Other Lenders. Independently
and without reliance upon any Agent, each Lender and the holder of each Note, to
the extent it deems appropriate, has made and shall continue to make its own
independent investigation of the financial condition and affairs of Holdings and
its Subsidiaries in connection with the making and the continuance of the Loans
and the taking or not taking of any action in connection herewith and, except as
expressly provided in this Agreement, no Agent shall have any duty or
responsibility, either initially or on a continuing basis, to provide any Lender
or the holder of any Note with any credit or other information with respect
thereto, whether coming into its possession before the making of the Loans or at
any time or times thereafter. No Agent or their respective affiliates nor any of
their respective officers, directors, agents or employees shall be responsible
to any Lender or the holder of any Note for, or be required or have any duty to

                                     -238-
<PAGE>

ascertain, inquire or verify the accuracy of, (i) any recitals, statements,
information, representations or warranties herein or in any document,
certificate or other writing delivered in connection herewith, (ii) the
execution, effectiveness, genuineness, validity, enforceability, perfection,
collectibility, priority or sufficiency of this Agreement or any other Credit
Document, (iii) the financial condition of Holdings and any of its Subsidiaries,
(iv) the performance or observance of any of the terms, provisions or conditions
of this Agreement or any other Credit Document, (v) the satisfaction of any of
the conditions precedent set forth in Section 5 or 6, or (vi) the existence or
possible existence of any Default or Event of Default.

                  12.07 Indemnification. (a) To the extent any Agent (or any
affiliate thereof) is not reimbursed and indemnified by the Credit Agreement
Parties, the Lenders will reimburse and indemnify such Agent (and any affiliate
thereof) in proportion to their respective "percentages" as used in determining
the Required Lenders (determined as if there were no Defaulting Lenders), for
and against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, costs, expenses or disbursements of whatsoever kind
or nature which may be imposed on, asserted against or incurred by such Agent
(or any affiliate thereof) in performing its respective duties hereunder or
under any other Credit Document or in any way relating to or arising out of this
Agreement or any other Credit Document, provided that no Lender shall be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from such
Agent's gross negligence or willful misconduct (as determined by a court of
competent jurisdiction in a final and non-appealable decision).

                  (b)      Any Agent shall be fully justified in failing or
refusing to take any action hereunder and under any other Credit Document
(except actions expressly required to be taken by it hereunder or under the
Credit Documents) 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.

                  (c)      The agreements in this Section 12.07 shall survive
the payment of all Obligations.

                  12.08 Agents in their Individual Capacities. With respect to
its obligation to make Loans, or issue or participate in Letters of Credit or
Bank Guaranties, under this Agreement, each Agent shall have the rights and
powers specified herein for a "Lender" and may exercise the same rights and
powers as though it were not performing the duties specified herein; and the
term "Lender", "Required Lenders", "Supermajority Lenders", "Majority Lenders",
"holders of Notes" or any similar terms shall, unless the context clearly
otherwise indicates, include each Agent in its individual capacity. Each Agent
and its affiliates may accept deposits from, lend money to, and generally engage
in any kind of banking, investment banking, trust or other business with, or
provide debt financing, equity capital or other services (including financial
advisory services) to, any Credit Party or any Affiliate of any Credit Party (or
any Person engaged in a similar business with any Credit Party or any Affiliate
thereof) as if they were not performing the duties specified herein, and may
accept fees and other consideration from any Credit Party or any Affiliate of
any Credit Party for services in connection with this Agreement and otherwise
without having to account for the same to the Lenders.

                                     -239-
<PAGE>

                  12.09 Holders. The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes hereof unless and until
a written notice of the assignment, transfer or endorsement thereof, as the case
may be, shall have been filed with the Administrative Agent. Any request,
authority or consent of any Person or entity who, at the time of making such
request or giving such authority or consent, is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee, assignee or
endorsee, as the case may be, of such Note or of any Note or Notes issued in
exchange therefor.

                  12.10 Resignation of the Agents. (a) The Administrative Agent
may resign from the performance of all its functions and duties hereunder and/or
under the other Credit Documents (including, without limitation, its functions
and duties as Collateral Agent) at any time by giving 30 Business Days' prior
written notice to the Lenders and, unless a Default or an Event of Default under
Section 10.05 then exists, Holdings. Any such resignation by an Agent hereunder
shall also constitute its resignation (if applicable) as an Issuing Lender, Bank
Guaranty Issuer and Swingline Lender, in which case the resigning Agent (x)
shall not be required to issue any further Letters of Credit or Bank Guaranties
or make any additional Swingline Loans hereunder and (y) shall maintain all of
its rights as Issuing Lender, Bank Guarantor Issuer or Swingline Lender, as the
case may be, with respect to any Letter of Credit or Bank Guaranty issued by it,
or Swingline Loans made by it, prior to the date of such resignation. Such
resignation shall take effect upon the appointment of a successor Administrative
Agent pursuant to clauses (b) and (c) below or as otherwise provided below.

                  (b)      Upon any such notice of resignation by the
Administrative Agent, the Required Lenders shall appoint a successor
Administrative Agent hereunder and/or under the other Credit Documents who shall
be a commercial bank or trust company acceptable to Holdings, which acceptance
shall not be unreasonably withheld or delayed (provided that Holdings' approval
shall not be required if an Event of Default then exists).

                  (c)      If a successor Administrative Agent shall not have
been so appointed within such 30 Business Day period, the Administrative Agent,
with the consent of Holdings (which consent shall not be unreasonably withheld
or delayed, provided that Holdings' consent shall not be required if an Event of
Default then exists), shall then appoint a successor Administrative Agent who
shall serve as Administrative Agent hereunder and/or under the other Credit
Documents until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided above.

                  (d)      If no successor Administrative Agent has been
appointed pursuant to clause (b) or (c) above by the 30th Business Day after the
date such notice of resignation was given by the Administrative Agent, the
Administrative Agent's resignation shall become effective and the Required
Lenders shall thereafter perform all the duties of the Administrative Agent
hereunder and/or under any other Credit Document until such time, if any, as the
Lenders appoint a successor Administrative Agent as provided above.

                  (e)      Either Co-Syndication Agent may resign from the
performance of all its functions and duties hereunder and/or under the other
Credit Documents at any time by giving five Business Days' prior written notice
to the Lenders. Such resignation shall take effect at the end of such five
Business Day period.

                                     -240-
<PAGE>

                  (f)      Either Co-Documentation Agent may resign from the
performance of all its functions and duties hereunder and/or under the other
Credit Documents at any time by giving five Business Days' prior written notice
to the Lenders. Such resignation shall take effect at the end of such five
Business Day period.

                  (g)      Upon a resignation of any Agent pursuant to this
Section 12.10, such Agent shall remain indemnified to the extent provided in
this Agreement and the other Credit Documents and the provisions of this Section
12 shall continue in effect for the benefit of such Agent for all of its actions
and inactions while serving as such Agent.

                  12.11 Collateral Matters. (a) Each Lender authorizes and
directs the Collateral Agent to enter into the Security Documents for the
benefit of the Lenders and the other Secured Creditors. Each Lender hereby
agrees, and each holder of any Note or participant in Letters of Credit or Bank
Guaranties by the acceptance thereof will be deemed to agree, that, except as
otherwise set forth herein, any action taken by the Required Lenders in
accordance with the provisions of this Agreement or the Security Documents, and
the exercise by the Required Lenders of the powers set forth herein or therein,
together with such other powers as are reasonably incidental thereto, shall be
authorized and binding upon all of the Lenders. The Collateral Agent is hereby
authorized on behalf of all of the Lenders, without the necessity of any notice
to or further consent from any Lender, from time to time prior to an Event of
Default, to take any action with respect to any Collateral or Security Documents
which may be necessary to perfect and maintain perfected the security interest
in and liens upon the Collateral granted pursuant to the Security Documents.

                  (b)      The Lenders hereby authorize the Collateral Agent, at
its option and in its discretion, to release any Lien granted to or held by the
Collateral Agent upon any Collateral (i) upon termination of the Commitments and
payment and satisfaction of all of the Obligations at any time arising under or
in respect of this Agreement or the Credit Documents or the transactions
contemplated hereby or thereby, (ii) constituting property being sold or
otherwise disposed of (to Persons other than Holdings and its Subsidiaries) upon
the sale or other disposition thereof in compliance with Section 9.02, (iii) if
approved, authorized or ratified in writing by the Required Lenders (or all of
the Lenders hereunder, to the extent required by Section 13.12) or (iv) as
otherwise may be expressly provided in the relevant Security Documents. Upon
request by the Administrative Agent at any time, the Lenders will confirm in
writing the Collateral Agent's authority to release particular types or items of
Collateral pursuant to this Section 12.11.

                  (c)      The Collateral Agent shall have no obligation
whatsoever to the Lenders or to any other Person to assure that the Collateral
exists or is owned by any Credit Agreement Party or any of its Subsidiaries or
is cared for, protected or insured or that the Liens granted to the Collateral
Agent herein or pursuant hereto have been properly or sufficiently or lawfully
created, perfected, protected or enforced or are entitled to any particular
priority, or to exercise or to continue exercising at all or in any manner or
under any duty of care, disclosure or fidelity any of the rights, authorities
and powers granted or available to the Collateral Agent in this Section 12.11 or
in any of the Security Documents, it being understood and agreed that in respect
of the Collateral, or any act, omission or event related thereto, the Collateral
Agent may act in any manner it may deem appropriate, in its sole discretion,
given the Collateral Agent's own interest in the Collateral as one of the
Lenders and that the Collateral Agent shall have no duty or

                                     -241-
<PAGE>

liability whatsoever to the Lenders, except for its gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable decision).

                  12.12 Delivery of Information. The Administrative Agent shall
not be required to deliver to any Lender originals or copies of any documents,
instruments, notices, communications or other information received by the
Administrative Agent from any Credit Agreement Party, any Subsidiary, the
Required Lenders, any Lender or any other Person under or in connection with
this Agreement or any other Credit Document except (i) as specifically provided
in this Agreement or any other Credit Document and (ii) as specifically
requested from time to time in writing by any Lender with respect to a specific
document, instrument, notice or other written communication received by and in
the possession of the Administrative Agent at the time of receipt of such
request and then only in accordance with such specific request.

                  12.13 Special Appointment of Collateral Agent. (a) Without
prejudice to the generality of Clause 12.11 (Collateral Matters):

                           (i) Each Lender hereby appoints, on the terms hereof,
and each Hedging Creditor (as defined in the U.S. Security Agreement) by their
acceptance of the benefits of the German Security (as defined below) and by
notice in writing to the Collateral Agent to that effect hereby appoints, on the
terms hereof, the Collateral Agent as trustee (Treuhaender), agent and
administrator for the purpose of holding on trust (Treuhand) accepting,
administering and enforcing the German Security for and on behalf of the Lenders
and the other Secured Creditors.

                           (ii) The Collateral Agent accepts its appointment as
a trustee (Treuhaender), agent and administrator of the German Security on the
terms and subject to the conditions set out in this Agreement.

                           (iii) The Secured Creditors agree that, in relation
to the German Security, no Secured Creditor shall exercise any independent power
to enforce any German Security or take any other action in relation to the
enforcement of the German Security, or make or receive any declarations in
relation thereto; and

                  (b)      The Collateral Agent shall:

                           (i) hold and administer any German Security which is
security assigned or otherwise transferred (Sicherungsubereignung/
Sicherungsabtretung) under German law under a non-accessory security right
(nicht akzessorische Sicherheit) to it as a trustee (Treuhaender) for the
benefit of the Secured Creditors; and

                           (ii) administer any German Security which is pledged
under German law (Verpfaendung) or otherwise transferred in accordance with
German law to any of the Secured Creditors under an accessory security right
(akzessorische Sicherheit),

where "German Security" means the assets the subject of a security document
which is governed by German Law. Each Secured Creditor hereby authorizes the
Collateral Agent to accept, as its representative (Stellvertreter), any German
Security created in favor of such Secured Creditor.

                                     -242-
<PAGE>

                  (c)      Furthermore, each Secured Creditor hereby authorizes
(bevollmaechtigt) the Collateral Agent (with the right of sub-delegation) to
enter into any documents evidencing German Security and to make and accept all
declarations and take all actions as it considers necessary or useful in
connection with any German Security on behalf of such Secured Creditor. The
Collateral Agent shall further be entitled to rescind, amend and/or execute new
and different documents securing the German Security. The Collateral Agent is
released from the restrictions arising under Clause 181 of the German Civil Code
(Buergerliches Gesetzbuch) (restrictions on self-dealing).

                  12.14 Special Provisions Relating to Canadian Security
Documents. For greater certainty, and without limiting the powers of the
Collateral Agent hereunder or under any of the Foreign Security Documents, each
of the Bermuda Borrower and the Secured Creditors hereby acknowledges that the
Collateral Agent shall, for purposes of holding any security granted by Dole
Foods of Canada Ltd. ("Dole Canada") on the property of Dole Canada pursuant to
the laws of the Province of Quebec, be the holder of an irrevocable power of
attorney (fonde de pouvoir) (within the meaning of the Civil Code of Quebec) for
all present and future Secured Creditors and in particular for all present and
future holders of the bond issued by Dole Canada in favor of the Collateral
Agent (the "Canadian Bond"). Each of the Agents and Lenders (for themselves as
Secured Creditors and for the Other Creditors (as defined in the security
agreement governed by the laws of the Province of Ontario to be executed by Dole
Canada (the "Canadian Security Agreement")) hereby irrevocably constitutes, to
the extent necessary, the Collateral Agent as the holder of an irrevocable power
of attorney (fonde de pouvoir) (within the meaning of Article 2692 of the Civil
Code of Quebec) in order to hold security granted by Dole Canada in the Province
of Quebec to secure the Canadian Bond. The acceptance of an assignment by an
assignee of a Secured Creditor shall be deemed to have confirmed and ratified
the constitution of the Collateral Agent as the holder of such irrevocable power
of attorney (fonde de pouvoir). For greater certainty, by their acceptance of
the benefits of the Canadian Security Agreement, each of the Other Creditors (as
defined in the Canadian Security Agreement) shall be deemed to have confirmed
and ratified the appointment of the Collateral Agent for purposes of the Bond
and the Bond pledge agreement to be entered into by Dole Canada pursuant to the
laws of the Province of Quebec. Notwithstanding the provisions of Section 32 of
An Act respecting the special powers of legal persons (Quebec), each of the
Bermuda Borrower, the Agents and the Lenders (for themselves as Secured
Creditors and for the Other Creditors) agree that the Collateral Agent may
acquire and be the holder of the Canadian Bond. The Bermuda Borrower hereby
acknowledges that the Canadian Bond constitutes a title of indebtedness, as such
term is used in Article 2692 of the Civil Code of Quebec.

                  SECTION 13. Miscellaneous.

                  13.01 Payment of Expenses, etc. The Credit Agreement Parties
jointly and severally agree to: (i) whether or not the transactions herein
contemplated are consummated, pay all reasonable out-of-pocket costs and
expenses of the Agents and the Collateral Agent (including, without limitation,
the reasonable fees and disbursements of White & Case LLP and local and foreign
counsel) in connection with the negotiation, preparation, execution and delivery
of this Agreement and the other Credit Documents and the documents and
instruments referred to herein and therein and of the Administrative Agent and
the Collateral Agent in connection with any amendment, waiver or consent
relating hereto or thereto, and of each Agent in

                                     -243-
<PAGE>

connection with its syndication efforts with respect to this Agreement;
provided, however, that the Credit Agreement Parties shall not be obligated to
pay legal fees and expenses of counsel incurred in connection with the initial
negotiation, preparation, execution and delivery of the Credit Documents other
than the legal fees and expenses of White & Case LLP, Conyers Dill & Pearman, a
single law firm engaged by any Agent (other than DBAG) to review credit
documentation (to the extent the fees and expenses of such single law firm do
not exceed $50,000) and such other local and foreign counsel as may be engaged
by the Administrative Agent to address issues arising in connection with the
Transaction and/or to prepare security documentation governed by local or
foreign law; (ii) pay all reasonable out-of-pocket costs and expenses of each
Agent, the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer and
each of the Lenders in connection with the enforcement of the Credit Documents
and the documents and instruments referred to therein (including, without
limitation, the reasonable fees and disbursements of counsel) and the protection
of the rights of each Agent, the Collateral Agent, each Issuing Lender, each
Bank Guaranty Issuer and each of the Lenders thereunder (including, without
limitation, the reasonable fees and disbursements of counsel (including in-house
counsel) for each Agent, the Collateral Agent, each Issuing Lender, each Bank
Guaranty Issuer and each of the Lenders); (iii) pay and hold each of the Agents,
the Collateral Agent, each Issuing Lender, each Bank Guaranty Issuer and each of
the Lenders harmless from and against any and all present and future stamp,
documentary, transfer, sales and use, value added, excise and other similar
taxes with respect to the foregoing matters, the performance of any obligation
under this Agreement or any other Credit Document or any payment thereunder, and
save each of the Agents, the Collateral Agent, each Issuing Lender, each Bank
Guaranty Issuer and each of the Lenders harmless from and against any and all
liabilities with respect to or resulting from any delay or omission (other than
to the extent attributable to the Agents, the Collateral Agent, such Issuing
Lender, such Bank Guaranty Issuer or such Lender) to pay such taxes; and (iv)
indemnify each Agent, the Collateral Agent, each Issuing Lender, each Bank
Guaranty Issuer and each Lender, their respective officers, directors,
employees, representatives, trustees and agents from and hold each of them
harmless against any and all liabilities, obligations (including removal or
remedial actions), losses, damages, penalties, claims, actions, costs, expenses
and disbursements incurred by, imposed on or assessed against any of them as a
result of, or arising out of, or in any way related to, or by reason of, (a) any
investigation, litigation or other proceeding (whether or not any Agent, the
Collateral Agent, any Issuing Lender, any Bank Guaranty Issuer or any Lender is
a party thereto and whether or not any such investigation, litigation or other
proceeding is between or among any Agent, the Collateral Agent, any Issuing
Lender, any Bank Guaranty Issuer, any Lender, any Credit Party or any third
Person or otherwise) related to the entering into and/or performance of this
Agreement or any other Document or the use of any Letter of Credit or Bank
Guaranty or the proceeds of any Loans hereunder or the Transaction or the
consummation of any other transactions contemplated by any Document or the
exercise or enforcement of any of their rights or remedies provided herein or in
the other Credit Documents (but excluding any such liabilities, obligations,
losses, damages, penalties, claims, actions, costs, expenses and disbursements
to the extent incurred by reason of the gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and
non-appealable decision) of the Person to be indemnified), or (b) the actual or
alleged presence of Hazardous Materials in the air, surface water or groundwater
or on the surface or subsurface of any Real Property at any time owned, leased
or operated by any Credit Party or any of its Subsidiaries, the Release,
generation, storage, transportation, handling or disposal of Hazardous Materials
at any

                                     -244-
<PAGE>

location, whether or not owned, leased or operated by any Credit Party or any of
its Subsidiaries, the non-compliance of any Real Property with foreign, federal,
state and local laws, regulations, and ordinances (including applicable permits
thereunder) applicable to any Real Property, or any Environmental Claim in
connection with or relating to any Credit Party, any of its Subsidiaries or any
of their operations or activities or any Real Property at any time owned, leased
or operated by any Credit Party or any of its Subsidiaries, in each case,
including, without limitation, the reasonable fees and disbursements of counsel
and independent consultants incurred in connection with any such investigation,
litigation or other proceeding (but excluding any such liabilities, obligations,
losses, damages, penalties, claims, actions, costs, expenses and disbursements
to the extent incurred by reason of the gross negligence or willful misconduct
(as determined by a court of competent jurisdiction in a final and
non-appealable decision) of the Person to be indemnified)). To the extent that
the undertaking to indemnify, pay or hold harmless any Agent, the Collateral
Agent, any Issuing Lender, any Bank Guaranty Issuer or any Lender set forth in
the preceding sentence may be unenforceable because it is violative of any law
or public policy, the Credit Agreement Parties hereby agree to make the maximum
contribution to the payment and satisfaction of each of the indemnified
liabilities which is permissible under applicable law.

                  13.02 Right of Setoff. (a) In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of an Event of Default, each
Agent, each Issuing Lender, each Bank Guaranty Issuer, each Lender and the
Collateral Agent is hereby authorized at any time or from time to time, without
presentment, demand, protest or other notice of any kind to Holdings or any of
its Subsidiaries or to any other Person, any such notice being hereby expressly
waived, to set off and to appropriate and apply any and all deposits (general or
special) and any other Indebtedness at any time held or owing by such Agent,
such Issuing Lender, such Bank Guaranty Issuer, such Lender or the Collateral
Agent (including, without limitation, by branches and agencies of such Agent,
such Issuing Lender, such Bank Guaranty Issuer, such Lender or the Collateral
Agent wherever located) to or for the credit or the account of Holdings or any
of its Subsidiaries against and on account of the Obligations and liabilities of
Holdings or such Subsidiary, as the case may be, to such Agent, such Issuing
Lender, such Bank Guaranty Issuer, such Lender or the Collateral Agent under
this Agreement or under any of the other Credit Documents, including, without
limitation, all interests in Obligations purchased by such Lender pursuant to
Section 13.06(b), all participations by any Lender in any Swingline Loans,
Letters of Credit or Bank Guaranties as required pursuant to the provisions of
this Agreement and all other claims of any nature or description arising out of
or connected with this Agreement or any other Credit Document, irrespective of
whether or not such Agent, such Issuing Lender, such Bank Guaranty Issuer, such
Lender or the Collateral Agent shall have made any demand hereunder and although
said Obligations shall be contingent or unmatured. Each Borrower agrees that any
Lender purchasing participations in one or more Letters of Credit or Bank
Guaranties issued, or Swingline Loans made, to it as required by the provisions
of this Agreement, or purchasing participations as required by Section 13.06(b),
may, to the fullest extent permitted by law, exercise all rights (including
without limitation the right of setoff) with respect to such participations as
fully as if such Lender is a direct creditor of such Borrower with respect to
such participations in the amount thereof.

                                     -245-
<PAGE>

                  (b)      NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY
TIME THAT THE LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY
LOCATED IN CALIFORNIA, NO LENDER OR THE ADMINISTRATIVE AGENT SHALL EXERCISE A
RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION
OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY
NOTE UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS OR APPROVED IN
WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING
WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a,
580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF
THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHERWISE) AFFECT OR IMPAIR THE
VALIDITY, PRIORITY OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL
AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND
OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OR THE
ADMINISTRATIVE AGENT OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE
REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS
SUBSECTION (B) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE
ADMINISTRATIVE AGENT HEREUNDER.

                  13.03 Notices. (a) Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telegraphic, telex, facsimile or cable communication) and
mailed, telegraphed, telexed, telecopied, cabled or delivered: if to any Credit
Agreement Party, at the address specified opposite its signature below; if to
any Lender, at its address specified for such Lender on Schedule II; and if to
the Administrative Agent, at its Notice Office; or, as to any Credit Agreement
Party or any of the Agents, at such other address as shall be designated by such
party in a written notice to the other parties hereto and, as to each Lender, at
such other address as shall be designated by such Lender in a written notice to
Holdings and the Administrative Agent. All such notices and communications shall
be mailed, telegraphed, telexed, telecopied or cabled or sent by overnight
courier, and shall be effective when received.

                  (b)      Without in any way limiting the obligation of
Holdings and its Subsidiaries to confirm in writing any telephonic notice
permitted to be given hereunder, any Agent, the Swingline Lender (in the case of
a Borrowing of Swingline Loans), any Issuing Lender (in the case of the issuance
of a Letter of Credit) or any Bank Guaranty Issuer (in the case of the issuance
of a Bank Guaranty), as the case may be, may prior to receipt of written
confirmation act without liability upon the basis of such telephonic notice,
believed by such Agent, the Swingline Lender, such Issuing Lender or such Bank
Guaranty Issuer in good faith to be from an Authorized Officer. In each such
case, Holdings and each of the Borrowers hereby waive the right to dispute such
Agent's, the Swingline Lender's, such Issuing Lender's or such Bank Guaranty
Issuer's record of the terms of such telephonic notice.

                  13.04 Benefit of Agreement. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties

                                     -246-
<PAGE>

hereto; provided, however, no Credit Agreement Party may assign or transfer any
of its rights, obligations or interest hereunder or under any other Credit
Document without the prior written consent of each of the Lenders and, provided
further, that, although any Lender may (without the consent of any Credit Party)
transfer, assign or grant participations in its rights hereunder, such Lender
shall remain a "Lender" for all purposes hereunder (and may not transfer or
assign all or any portion of its Commitments or Loans hereunder except as
provided in Section 13.04(b)) and the transferee, assignee or participant, as
the case may be, shall not constitute a "Lender" hereunder and, provided
further, that no Lender shall transfer or grant any participation under which
the participant shall have rights to approve any amendment to or waiver of this
Agreement or any other Credit Document except to the extent such amendment or
waiver would (i) extend the final scheduled maturity of any Loan, Note, or
Letter of Credit or Bank Guaranty (unless such Letter of Credit or Bank Guaranty
is not extended beyond the Revolving Loan Maturity Date) in which such
participant is participating, or reduce the rate or extend the time of payment
of interest or Fees thereon (except in connection with a waiver of applicability
of any post-default increase in interest rates) or reduce the principal amount
thereof, or increase the amount of the participant's participation over the
amount thereof then in effect (it being understood that a waiver of any Default
or Event of Default or of a mandatory reduction in the Total Commitment or of a
mandatory repayment of Loans shall not constitute a change in the terms of such
participation, that an increase in any Commitment or Loan shall be permitted
without the consent of any participant if the participant's participation is not
increased as a result thereof and that any amendment or modification to the
financial definitions in this Agreement shall not constitute a reduction in any
rate of interest or fees for purposes of this clause (i), notwithstanding the
fact that such amendment or modification actually results in such a reduction),
(ii) consent to the assignment or transfer by any Credit Agreement Party of any
of its rights and obligations under this Agreement, (iii) release all or
substantially all of the Collateral under all of the Security Documents (except
as expressly provided in the Security Documents) supporting the Obligations in
which such participant is participating or (iv) amend, modify or waive any
provision of the Capital Call Agreement in any manner adverse to the interest of
any Lender. In the case of any such participation, the participant shall not
have any rights under this Agreement or any of the other Credit Documents (the
participant's rights against such Lender in respect of such participation to be
those set forth in the agreement executed by such Lender in favor of the
participant relating thereto) and all amounts payable by the Borrowers hereunder
shall be determined as if such Lender had not sold such participation.

                  (b)      Notwithstanding the foregoing, any Lender (or any
Lender together with one or more other Lenders) may (x) assign all or a portion
of its Revolving Loan Commitment (and related outstanding Obligations
hereunder), and/or its outstanding Term Loans to (i) its parent company and/or
any affiliate of such Lender which is at least 50% owned by such Lender or its
parent company, (ii) one or more Lenders or (iii) in the case of any Lender that
is a fund that invests in bank loans, any other fund that invests in bank loans
and is managed by the same investment advisor of a Lender or by an Affiliate of
such investment advisor or (y) assign all, or if less than all, a portion equal
to at least $1,000,000 in the aggregate for the assigning Lender or assigning
Lenders, of such Revolving Loan Commitments (and related outstanding Obligations
hereunder) and/or outstanding principal amount of Term Loans hereunder to one or
more Eligible Transferees (treating (I) any fund that invests in bank loans and
(II) any other fund that invests in bank loans and is managed by the same
investment advisor as such fund or by an Affiliate of such investment advisor,
as a single Eligible Transferee), each of which assignees

                                     -247-
<PAGE>

shall become a party to this Agreement as a Lender by execution of an Assignment
and Assumption Agreement, provided that (i) at such time Schedule I shall be
deemed modified to reflect the Revolving Loan Commitments and/or outstanding
Term Loans, as the case may be, of such new Lender and of the existing Lenders,
(ii) upon surrender of the old Notes, new Notes will be issued, at the
Borrowers' expense, to such new Lender and to the assigning Lender, such new
Notes to be in conformity with the requirements of Section 1.05 (with
appropriate modifications) to the extent needed to reflect the revised Revolving
Loan Commitments and/or outstanding Term Loans, as the case may be, (iii) except
in the case of assignments by the Agents in connection with their syndication of
this Agreement, the consent of the Administrative Agent and, so long as no
Default or Event of Default then exists and is continuing, the U.S. Borrower
shall be required in connection with any such assignment pursuant to clause (y)
of this Section 13.04(b) (which consent shall not be unreasonably withheld or
delayed) and (iv) the consent of the Swingline Lender and each Issuing Lender
shall be required in connection with any assignment of Revolving Loan
Commitments pursuant to this Section 13.04(b) (which consent shall not be
unreasonably withheld or delayed), (v) the consent of each Bank Guaranty Issuer
shall be required in connection with any assignment of Multicurrency Revolving
Loan Commitments pursuant to this Section 13.04(b) (which consent shall not be
unreasonably withheld or delayed) and (vi) the Administrative Agent shall
receive at the time of each such assignment, from the assigning or assignee
Lender, the payment of a non-refundable assignment fee of $3,500 and, provided
further, that such transfer or assignment will not be effective until recorded
by the Administrative Agent on the Register pursuant to Section 13.17. To the
extent of any assignment pursuant to this Section 13.04(b), the assigning Lender
shall be relieved of its obligations hereunder with respect to its assigned
Commitments and/or outstanding Term Loans, as the case may be. At the time of
each assignment pursuant to this Section 13.04(b) to a Person which is not
already a Lender hereunder and which is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes,
the respective assignee Lender shall, to the extent legally entitled to do so,
provide to the U.S. Borrower and the Administrative Agent the appropriate
Internal Revenue Service Forms (and, if applicable, a Section 4.04(b)(ii)
Certificate) described in Section 4.04(b)(ii) to the extent such forms would
provide a complete exemption from or reduction in United States withholding tax.
To the extent that an assignment of all or any portion of a Lender's Commitments
and related outstanding Obligations pursuant to Section 1.13 or this Section
13.04(b) would, at the time of such assignment, result in increased costs under
Section 1.10, 1.11, 2A.06, 2B.06 or 4.04 from those being charged by the
respective assigning Lender prior to such assignment, then the Borrowers shall
not be obligated to pay such increased costs (although the Borrowers, in
accordance with and pursuant to the other provisions of this Agreement, shall be
obligated to pay any other increased costs of the type described above resulting
from changes after the date of the respective assignment). Notwithstanding
anything to the contrary contained above, at any time after the termination of
the Total Revolving Loan Commitment, if any Revolving Loans, Letters of Credit
or Bank Guaranties remain outstanding, assignments may be made as provided
above, except that the respective assignment shall be of a portion of the
outstanding Revolving Loans of the respective RL Lender and its participation in
Letters of Credit and Bank guaranties and its obligation to make Mandatory
Borrowings, although any such assignment effected after the termination of the
Total Revolving Loan Commitment shall not release the assigning RL Lender from
its obligations as a participant with respect to outstanding Letters of Credit
or Bank Guaranties or to fund

                                     -248-
<PAGE>

its share of any Mandatory Borrowing (although the respective assignee may
agree, as between itself and the respective assigning RL Lender, that it shall
be responsible for such amounts).

                  (c)      Nothing in this Agreement shall prevent or prohibit
any Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank
in support of borrowings made by such Lender from such Federal Reserve Bank and,
with prior notification to the Administrative Agent (but without the consent of
the Administrative Agent or any Credit Agreement Party), any Lender which is a
fund may pledge all or any portion of its Notes or Loans to its trustee or to a
collateral agent or to another creditor providing credit or credit support to
such Lender in support of its obligations to such trustee, such Collateral Agent
or a holder of, or any other representative of a holder of, such obligations, or
such other creditor, as the case may be. No pledge pursuant to this clause (c)
shall release the transferor Lender from any of its obligations hereunder.

                  13.05 No Waiver; Remedies Cumulative. No failure or delay on
the part of any Agent, the Collateral Agent or any Lender in exercising any
right, power or privilege hereunder or under any other Credit Document and no
course of dealing between any Credit Party and any Agent, the Collateral Agent
or any Lender shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege hereunder or under any other Credit
Document preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder. The rights and remedies
herein expressly provided are cumulative and not exclusive of any rights or
remedies which any Agent, the Collateral Agent or any Lender would otherwise
have. No notice to or demand on any Credit Party in any case shall entitle any
Credit Party to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of any Agent, the Collateral
Agent or any Lender to any other or further action in any circumstances without
notice or demand.

                  13.06 Payments Pro Rata. (a) The Administrative Agent agrees
that promptly after its receipt of each payment from or on behalf of any Credit
Party in respect of any Obligations of such Credit Party, it shall, except as
otherwise provided in this Agreement (including, without limitation, as provided
in Section 4.02(k)), distribute such payment to the Lenders (other than any
Lender that has consented in writing to waive its pro rata share of such
payment) pro rata based upon their respective shares, if any, of the Obligations
with respect to which such payment was received.

                  (b)      Each of the Lenders agrees that, if it should receive
any amount hereunder (whether by voluntary payment, by realization upon
security, by the exercise of the right of setoff or banker's lien, by
counterclaim or cross action, by the enforcement of any right under the Credit
Documents, or otherwise) which is applicable to the payment of the principal of,
or interest on, the Loans, Unpaid Drawings or Fees, of a sum which with respect
to the related sum or sums received by other Lenders is in a greater proportion
than the total of such Obligation then owed and due to such Lender bears to the
total of such Obligation then owed and due to all of the Lenders immediately
prior to such receipt, then such Lender receiving such excess payment shall
purchase for cash without recourse or warranty from the other Lenders an
interest in the Obligations of the respective Credit Party to such Lenders in
such amount as shall result in a proportional participation by all of the
Lenders in such amount; provided that if all or any

                                     -249-
<PAGE>

portion of such excess amount is thereafter recovered from such Lender, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest.

                  (c)      Notwithstanding anything to the contrary contained
herein, the provisions of the preceding Sections 13.06(a) and (b) shall be
subject to the express provisions of this Agreement which require, or permit,
differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting
Lenders.

                  13.07 Calculations; Computations. (a) The financial statements
to be furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with U.S. GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the U.S. Borrower to the Lenders), provided that (i) except as otherwise
specifically provided herein, all computations determining the Applicable
Margins, Excess Cash Flow, the Leverage Ratio, the Bank Debt Leverage Ratio and
compliance with Sections 4, 8.15 and 9, including in each case definitions used
therein, shall, in each case, utilize United States accounting principles and
policies in effect at the time of the preparation of, and in conformity with
those used to prepare, the historical consolidated audited financial statements
of the U.S. Borrower delivered to the Lenders pursuant to Section 7.10(b) for
the fiscal year of the U.S. Borrower ended December 28, 2002, (ii) to the extent
expressly required pursuant to the provisions of this Agreement, certain
calculations shall be made on a Pro Forma Basis, and (iii) for purposes of
determining compliance with any incurrence or expenditure tests set forth in
Sections 8 and/or 9 (excluding Sections 9.08, 9.09, 9.10, 9.11 and 9.13), any
amounts so incurred or expended (to the extent incurred or expended in a
currency other than Dollars) shall be converted into Dollars on the basis of the
exchange rates (as shown on Reuters ECB page 37 or, if same does not provide
such exchange rates, on such other basis as is reasonably satisfactory to the
Administrative Agent) as in effect on the date of such incurrence or expenditure
under any provision of any such Section that has an aggregate Dollar limitation
provided for therein (and to the extent the respective incurrence or expenditure
test regulates the aggregate amount outstanding at any time and it is expressed
in terms of Dollars, all outstanding amounts originally incurred or spent in
currencies other than Dollars shall be converted into Dollars on the basis of
the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide
such exchange rates, on such other basis as is reasonably satisfactory to the
Administrative Agent) as in effect on the date of any new incurrence or
expenditures made under any provision of any such Section that regulates the
Dollar amount outstanding at any time).

                  (b)      All computations of interest, RL Commitment
Commission and other Fees hereunder shall be made on the basis of a year of 360
days for the actual number of days (including the first day but excluding the
last day) occurring in the period for which such interest, RL Commitment
Commission or Fees are payable.

                  13.08 Governing Law; Submission to Jurisdiction; Venue. (a)
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN
CERTAIN OF THE SUBSIDIARIES GUARANTIES AND SECURITY DOCUMENTS, BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal
action or proceeding with respect to this Agreement or any other Credit Document
may be brought in the

                                     -250-
<PAGE>

courts of the State of New York or of the United States for the Southern
District of New York, in each case located within the City of New York and, by
execution and delivery of this Agreement, each Credit Agreement Party hereby
irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Each Credit Agreement
Party hereby irrevocably designates, appoints and empowers Corporation Service
Company, with offices on the date hereof at 80 State Street, Albany, NY 12207,
as its designee, appointee and agent to receive, accept and acknowledge for and
on its behalf, and in respect of its property, service of any and all legal
process, summons, notices and documents which may be served in any such action
or proceeding. If for any reason such designee, appointee and agent shall cease
to be available to act as such, each Credit Agreement Party agrees to designate
a new designee, appointee and agent in New York City on the terms and for the
purposes of this provision reasonably satisfactory to the Administrative Agent
under this Agreement. Each Credit Agreement Party hereby further irrevocably
waives any claim that any such courts lack jurisdiction over such Credit
Agreement Party, and agrees not to plead or claim, in any legal action or
proceeding with respect to this Agreement or any other Credit Document brought
in any of the aforesaid courts, that any such court lacks jurisdiction over such
Credit Agreement Party. Each Credit Agreement Party further irrevocably consents
to the service of process in any such action or proceeding by the mailing of
copies thereof by registered or certified mail, postage prepaid, to such Credit
Agreement Party, as the case may be, at its address for notices pursuant to
Section 13.03, such service to become effective 30 days after such mailing. Each
Credit Agreement Party hereby irrevocably waives any objection to such service
of process and further irrevocably waives and agrees not to plead or claim in
any action or proceeding commenced hereunder or under any other Credit Document
that service of process was in any way invalid or ineffective. Nothing herein
shall affect the right of any Agent, the Collateral Agent, any Lender or the
holder of any Note to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against any Credit Agreement
Party in any other jurisdiction.

                  (b)      EACH CREDIT AGREEMENT PARTY HEREBY IRREVOCABLY WAIVES
ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN
CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD
OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

                  13.09 Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A
complete set of counterparts executed by all the parties hereto shall be lodged
with each Credit Agreement Party and the Administrative Agent.

                  13.10 Effectiveness. This Agreement shall become effective on
the date (the "Effective Date") on which Holdings, each of the Borrowers, each
Agent, the Collateral Agent and each of the Lenders shall have signed a
counterpart hereof (whether the same or different

                                     -251-
<PAGE>

counterparts) and shall have delivered the same (including by way of facsimile
transmission) to the Administrative Agent at the Notice Office or at the office
of the Administrative Agents' counsel. The Administrative Agent will give
Holdings and each Lender prompt written notice of the occurrence of the
Effective Date.

                  13.11 Headings Descriptive. The headings of the several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

                  13.12 Amendment or Waiver; etc. (a) Neither this Agreement nor
any other Credit Document nor any terms hereof or thereof may be changed,
waived, discharged or terminated unless such change, waiver, discharge or
termination is in writing signed by the respective Credit Parties party thereto
and the Required Lenders, provided that no such change, waiver, discharge or
termination shall, without the consent of each Lender (other than a Defaulting
Lender) (with Obligations being directly affected thereby in the case of the
following clause (i)), (i) extend the final scheduled maturity of any Loan or
Note or extend the stated maturity of any Letter of Credit or Bank Guaranty
beyond the Revolving Loan Maturity Date or extend the duration of any Interest
Period beyond six months, or reduce the rate or extend the time of payment of
interest (other than as a result of any waiver of the applicability of any
post-default increase in interest rates) or Fees thereon, or reduce the
principal amount thereof (except to the extent paid in cash) (it being
understood that any amendment or modification to the financial definitions in
this Agreement shall not constitute a reduction in any rate of interest or fees
for purposes of this clause (i), notwithstanding the fact that such amendment or
modification actually results in such a reduction), (ii) release all or
substantially all of the Collateral (except as expressly provided in the Credit
Documents) under all the Security Documents, (iii) amend, modify or waive any
provision of this Section 13.12 (except for technical amendments with respect to
additional extensions of credit pursuant to this Agreement which afford the
protections to such additional extensions of credit of the type provided to the
Tranche A Term Loans, Tranche B Term Loans and the Revolving Loan Commitments on
the Effective Date), (iv) reduce the percentage specified in the definition of
Required Lenders (it being understood that, with the consent of the Required
Lenders, additional extensions of credit pursuant to this Agreement may be
included in the determination of the Required Lenders on substantially the same
basis as the extensions of Term Loans and Revolving Loan Commitments are
included on the Effective Date), (v) consent to the assignment or transfer by
any Credit Agreement Party of any of its rights and obligations under this
Agreement, (vi) amend, modify or waive any provision of the Capital Call
Agreement in any manner adverse to the interests of any Lender or (vii) release
the Holdings Guaranty or the U.S. Borrower's Guaranty; provided further, that no
such change, waiver, discharge or termination shall (p) amend, modify or waive
any condition precedent set forth in Section 6A or 6B with respect to the making
of Revolving Loans, Swingline Loans or the issuance of Letters of Credit or Bank
Guaranties, without the written consent of the Majority Lenders holding
Revolving Loan Commitments, (q) increase the Commitments of any Lender over the
amount thereof then in effect without the consent of such Lender (it being
understood that waivers or modifications of conditions precedent, covenants,
Defaults or Events of Default or of a mandatory reduction in the Total
Commitment shall not constitute an increase of the Commitment of any Lender, and
that an increase in the available portion of any Commitment of any Lender shall
not constitute an increase in the Commitment of such Lender), (r) without the
consent of each Issuing Lender affected thereby, amend, modify or

                                     -252-
<PAGE>

waive any provision of Section 2A or alter its rights or obligations with
respect to Letters of Credit, (s) without the consent of each Bank Guaranty
Issuer affected thereby, amend, modify or waive any provision of Section 2B or
alter its rights or obligations with respect to Bank Guaranties, (t) without the
consent of the Swingline Lender, alter its rights or obligations with respect to
Swingline Loans, (u) without the consent of each Agent affected thereby, amend,
modify or waive any provision of Section 12 as same applies to such Agent or any
other provision as same relates to the rights or obligations of such Agent, (v)
without the consent of the Collateral Agent, amend, modify or waive any
provision relating to the rights or obligations of the Collateral Agent, (w)
except in cases where additional extensions of term loans and/or revolving loans
are being afforded substantially the same treatment afforded to the Term Loans
and Revolving Loans pursuant to this Agreement as originally in effect, without
the consent of the Majority Lenders of each Tranche which is being allocated a
lesser prepayment, repayment or commitment reduction as a result of the actions
described below, alter the required application of any prepayments or repayments
(or commitment reduction), as between the various Tranches, pursuant to Section
4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may
waive, in whole or in part, any such prepayment, repayment or commitment
reduction, so long as the application, as amongst the various Tranches, of any
such prepayment, repayment or commitment reduction which is still required to be
made is not altered), (x) without the consent of the Majority Lenders of the
respective Tranche affected thereby, amend the definition of Majority Lenders
(it being understood that, with the consent of the Required Lenders, additional
extensions of credit pursuant to this Agreement may be included in the
determination of the Majority Lenders on substantially the same basis as the
extensions of Loans and Commitments are included on the Effective Date), (y)
except in cases where additional extensions of term loans and/or revolving loans
are being afforded substantially the same treatment afforded to the Term Loans
and Revolving Loans pursuant to Section 1.14 (as originally in effect) and
except for technical amendments which are consistent with the intent of the
provisions of such Section and do not adversely affect the protections afforded
to the Lenders pursuant to said Section, without the consent of the Majority
Lenders of each Tranche adversely affected thereby, amend, modify or waive any
provisions of Section 1.14 or (z) without the consent of the Supermajority
Lenders of the respective Tranche, reduce the amount of or extend the date of,
any Tranche C Term Loan Scheduled Repayment or Incremental Term Loan Scheduled
Repayment (except that, if additional Loans are made pursuant to a given
Tranche, the Scheduled Repayments of such Tranche may be increased on a
proportionate basis without the consent otherwise required by this clause (z)),
or amend the definition of Supermajority Lenders (it being understood that, with
the consent of the Required Lenders, additional extensions of credit pursuant to
this Agreement may be included in the determination of the Supermajority Lenders
on substantially the same basis as the extensions of Loans and Commitments are
included on the Effective Date). Notwithstanding anything to the contrary
contained above in this Section 13.12(a), the Administrative Agent and/or the
Collateral Agent shall be permitted to (i) enter into such amendments and/or
modifications to the Foreign Subsidiaries Guaranty and the Foreign Security
Documents entered into by any Columbian Subsidiary Guarantor as may be required
to give effect to the purposes of Section 8.24 and (ii) enter into such
amendments and/or modifications to the Foreign Subsidiaries Guaranty and the
Foreign Security Documents which may be required in the discretion of the
Administrative Agent and/or the Collateral Agent which are of a technical nature
and/or are, in the judgment of the Collateral Agent, required by applicable law,
in the interests of the Secured Creditors or (in the case of Foreign Security
Documents)

                                     -253-
<PAGE>

necessary or desirable to preserve, maintain, perfect and/or protect the
security interests purported to the granted by the respective Foreign Security
Documents.

                  (b)      If, in connection with any proposed change, waiver,
discharge or termination of or to any of the provisions of this Agreement as
contemplated by clauses (i) through (v), inclusive, of the first proviso to
Section 13.12(a), the consent of the Required Lenders is obtained but the
consent of one or more of such other Lenders whose consent is required is not
obtained, then Holdings shall have the right, so long as all non-consenting
Lenders whose individual consent is required are treated as described in either
clause (A) or (B) below, to either (A) replace each such non-consenting Lender
or Lenders (or, at the option of Holdings if the respective Lender's consent is
required with respect to less than all Tranches (or related Commitments), to
replace only the respective Tranche or Tranches of Commitments (and related
Obligations) and/or Loans of the respective non-consenting Lender which gave
rise to the need to obtain such Lender's individual consent) with one or more
Replacement Lenders pursuant to Section 1.13 so long as at the time of such
replacement, each such Replacement Lender consents to the proposed change,
waiver, discharge or termination or (B) terminate each Tranche of Revolving Loan
Commitment and/or Incremental Term Loan Commitment of such non-consenting Lender
(if such Lender's consent is required as a result of such Tranche of its
Revolving Loan Commitment and/or Incremental Term Loan Commitment), and/or repay
outstanding Obligations under each Tranche of such Lender which gave rise to the
need to obtain such Lender's consent, in accordance with Sections 3.02(b) and/or
4.01, provided that, unless the Commitments which are terminated and Loans and
other Obligations which are repaid pursuant to preceding clause (B) are
immediately replaced in full at such time through the addition of new Lenders or
the increase of the Commitments and/or outstanding Loans and of existing Lenders
(who in each case must specifically consent thereto), then in the case of any
action pursuant to preceding clause (B), the Required Lenders (determined both
(x) after giving effect to the proposed action and (y) as if the Commitments,
Loans and related Obligations being terminated and/or repaid (and not replaced)
were not outstanding) shall specifically consent thereto, provided further, that
Holdings shall not have the right to replace a Lender, terminate its Commitment
or repay its Loans or other Obligations solely as a result of the exercise of
such Lender's rights (and the withholding of any required consent by such
Lender) pursuant to the second proviso to Section 13.12(a).

                  (c)      Notwithstanding anything to the contrary contained in
clause (a) above of this Section 13.12, the respective Borrower, the
Administrative Agent and each Incremental Loan Lender may, in accordance with
the provisions of Sections 1.15, 1.16 and 1.17, enter into an Incremental Loan
Commitment Agreement, provided that after the execution and delivery by the
respective Borrower, the Administrative Agent and each such Incremental Loan
Lender of such Incremental Loan Commitment Agreement, such Incremental Loan
Commitment Agreement may thereafter only be modified in accordance with the
requirements of clause (a) above of this Section 13.12.

                  13.13 Survival. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 2A.06, 2B.06, 4.04, 12.07, 13.01 and
13.17, shall survive the execution and delivery of this Agreement and the making
and repayment of the Loans and the other Obligations.

                                     -254-
<PAGE>

                  13.14 Domicile of Loans and Commitments. Each Lender may
transfer and carry its Loans and/or Commitments at, to or for the account of any
branch office, subsidiary or affiliate of such Lender. Notwithstanding anything
to the contrary contained herein, to the extent that a transfer of Loans
pursuant to this Section 13.14 would, at the time of such transfer, result in
increased costs under Section 1.10, 1.11, 2A.06, 2B.06 or 4.04 from those being
charged by the respective Lender prior to such transfer, then the Borrowers
shall not be obligated to pay such increased costs (although the Borrowers shall
be obligated to pay any other increased costs of the type described above
resulting from changes after the date of the respective transfer).

                  13.15 Confidentiality. (a) Each of the Lenders agrees that it
will use its reasonable efforts not to disclose without the prior consent of any
Credit Agreement Party (other than to its directors, employees, auditors,
counsel or other professional advisors, to affiliates or to another Lender if
the Lender or such Lender's holding or parent company in its sole discretion
determines that any such party should have access to such information) any
information with respect to Holdings or any of its Subsidiaries which is now or
in the future furnished pursuant to this Agreement; provided that any Lender may
disclose any such information (a) as has become generally available to the
public, (b) as may be required or appropriate (x) in any report, statement or
testimony submitted to any municipal, state or Federal regulatory body having or
claiming to have jurisdiction over such Lender or to the Federal Reserve Board
or the Federal Deposit Insurance Corporation or similar organizations (whether
in the United States or elsewhere) or their successors or (y) in connection with
any request or requirement of any such regulatory body, (c) as may be required
or appropriate in response to any summons or subpoena or in connection with any
litigation, (d) to comply with any law, order, regulation or ruling applicable
to such Lender, and (e) to any creditor or any prospective transferee or
participant in connection with any contemplated transfer or participation of any
of the Obligations or any interest therein by such Lender; provided that such
creditor or prospective transferee or participant agrees to be bound by this
Section 13.15 to the same extent as such Lender.

                  (b)      Each Credit Agreement Party hereby acknowledges and
agrees that each Lender may share with any of its affiliates or its investment
advisors any information related to Holdings or any of its Subsidiaries
(including, without limitation, any nonpublic customer information regarding the
creditworthiness of such entities), provided that such Persons shall be subject
to the provisions of this Section 13.15 to the same extent as such Lender and
shall only use such information in connection with matters relating to this
Agreement.

                  (c)      Each Credit Agreement Party hereby represents and
acknowledges that, to the best of its knowledge, neither any Agent nor any
Lender, nor any employees or agents of, or other persons affiliated with, any
Agent or any Lender, have directly or indirectly made or provided any statement
(oral or written) to such Credit Agreement Party or to any of its employees or
agents, or other persons affiliated with or related to such Credit Agreement
Party (or, so far as such Credit Agreement Party is aware, to any other person),
as to the potential tax consequences of the Transaction.

                  (d)      Neither the Agents nor the Lenders provide
accounting, tax or legal advice. Notwithstanding any express or implied claims
of exclusivity or proprietary rights, each Credit Agreement Party, each Agent
and each Lender hereby agree and acknowledge that each Credit Agreement Party,
each Agent and each Lender (and each of their employees,

                                     -255-
<PAGE>

representatives or other agents) are authorized to disclose to any and all
persons, beginning immediately upon commencement of their discussions and
without limitation of any kind, the tax treatment and tax structure of the
Transaction, and all materials of any kind (including opinions or other tax
analyses) that are provided to any Credit Agreement Party, any Agent or any
Lender relating to such tax treatment and tax structure. In this regard, each
Credit Agreement Party, each Agent and each Lender acknowledge and agree that
the disclosure of the tax treatment and tax structure of the Transaction is not
limited in any way by an express or implied understanding or agreement, oral or
written (whether or not such understanding or agreement is legally binding). For
purposes of this authorization, "tax" means United States Federal income tax,
"tax treatment" means the purported or claimed Federal income tax treatment of
the transaction, and "tax structure" means any fact that may be relevant to
understanding the purported or claimed Federal income tax treatment of the
transaction. This paragraph is intended to reflect the understanding of each
Credit Agreement Party, each Agent and each Lender that the Transaction is not a
"confidential transaction" as that phrase is used in Treasury Regulation Section
1.6011-4(b)(3)(i), and shall be interpreted in a manner consistent therewith.
Nothing herein is intended to imply that any of each Credit Agreement Party,
each Agent and each Lender made or provided a statement, oral or written, to, or
for the benefit of, any of each other as to any potential tax consequences that
are related to, or may result from, the Transaction.

                  13.16 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  13.17 Register. The Borrowers hereby designate the
Administrative Agent, and the Administrative Agent agrees, to serve as the
Borrowers' agent, solely for purposes of this Section 13.17, to maintain a
register at one of its offices in New York, New York (the "Register") on which
it will record the Commitments from time to time of each of the Lenders, the
Loans made by each of the Lenders and each repayment in respect of the principal
amount of the Loans of each Lender. Failure to make any such recordation, or any
error in such recordation shall not affect the Borrowers' obligations in respect
of such Loans. With respect to any Lender, the transfer of the Commitments of
such Lender and the rights to the principal of, and interest on, any Loan made
pursuant to such Commitments shall not be effective until such transfer is
recorded on the Register maintained by the Administrative Agent with respect to
ownership of such Commitments and/or Loans prior to such recordation all amounts
owing to the transferor with respect to such Commitments and/or Loans shall
remain owing to the transferor. The registration of an assignment or transfer of
all or part of any Commitments and/or Loans shall be recorded by the
Administrative Agent on the Register only upon the acceptance by the
Administrative Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to Section 13.04(b). Coincident with the delivery
of such an Assignment and Assumption Agreement to the Administrative Agent for
acceptance and registration of assignment or transfer of all or part of a
Commitment and/or Loan, or as soon thereafter as practicable, the assigning or
transferor Lender shall surrender the Note evidencing such Commitment and/or
Loan, and thereupon one or more new Notes in the same aggregate principal amount
shall be issued to the assigning or transferor Lender and/or the new Lender. The
registration of any provision of Incremental Loan Commitments pursuant to
Sections 1.15, 1.16

                                     -256-
<PAGE>

and 1.17 shall be recorded by the Administrative Agent on the Register only upon
the acceptance of the Administrative Agent of a properly executed and delivered
Incremental Loan Commitment Agreement. Coincident with the delivery of such
Incremental Loan Commitment Agreement for acceptance and registration of the
provision of an Incremental Loan Commitment, or as soon thereafter as
practicable, to the extent requested by such Incremental Loan Lenders,
Incremental Term Notes, U.S. Borrower Multicurrency Facility Revolving Notes,
Bermuda Borrower Multicurrency Facility Revolving Notes, U.S. Borrower Dollar
Facility Revolving Notes and/or Bermuda Borrower Dollar Facility Revolving
Notes, as the case may be, shall be issued, at the respective Borrower's
expense, to such Incremental Loan Lenders, to be in conformity with Section 1.05
(with appropriate modification) to the extent needed to reflect the Incremental
Loan Commitments and outstanding Incremental Term Loans and Revolving Loans made
by such Incremental Loan Lender. The Borrowers agree to indemnify the
Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature that may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this Section
13.17.

                  13.18 English Language. This Agreement and all other Credit
Documents shall be in the English language, except as required by applicable
local law (in which event certified English translations thereof shall, upon the
request of the Administrative Agent, be provided by Holdings to the
Administrative Agent). All documents, certificates, reports or notices to be
delivered or communications to be given or made by any party hereto pursuant to
the terms of this Agreement or any other Credit Document shall be in the English
language or, if originally written in another language, shall, upon request of
the Administrative Agent, be accompanied by an accurate English translation upon
which the other parties hereto shall have the right to rely for all purposes of
this Agreement and the other Credit Documents.

                  13.19 Post Closing Actions. Notwithstanding anything to the
contrary contained in this Agreement or the other Credit Documents, the parties
hereto acknowledge and agree that:

                  1.       Real Property. The actions relating to the Mortgages
and Real Property of Holdings and its Subsidiaries described on Part A of
Schedule XIV shall be completed in accordance with Part A of said Schedule XIV.

                  2.       UCC Filings; Filings with respect to Intellectual
Property; etc. (i) Holdings and its Subsidiaries were not required to have filed
(or cause to have filed) on or prior to the Initial Borrowing Date Financing
Statements (Form UCC-1) or any filings with the United States Patent and
Trademark Office or the United States Copyright Office necessary to perfect the
security interest purported to be created by the U.S. Security Agreement. Not
later than the 7th day after the Initial Borrowing Date, Holdings and its
Subsidiaries shall have filed (or cause to have filed) all of such Financing
Statements (Form UCC-1) and any filings with the United States Patent and
Trademark Office or the United States Copyright Office necessary to perfect the
security interest purported to be created by the U.S. Security Agreement.

                  3.       Actions by Various Foreign Subsidiaries Relating to
Security Documents. Holdings and its Subsidiaries shall be required to take the
actions specified in Part B of Schedule XIV as promptly as practicable, and in
any event within the time periods set forth in Part B of

                                     -257-
<PAGE>

said Schedule XIV. The provisions of Part B of said Schedule XIV shall be deemed
incorporated by reference herein as fully as if set forth herein in its
entirety.

                  4.       Actions Relating to Foreign Asset Transfers. Holdings
and its Subsidiaries shall be required to take the actions specified in Part C
of Schedule XIV as promptly as practicable, and in any event within the time
periods set forth in Part C of said Schedule XIV (including, without limitation,
the required update of Schedule XIII). The provisions of Part C of said Schedule
XIV shall be deemed incorporated by reference herein as fully as if set forth
herein in its entirety.

                  5.       Miscellaneous Actions By Various Subsidiaries of
Holdings. Holdings and its Subsidiaries shall be required to take the actions
specified in Part D of Schedule XIV as promptly as practicable, and in any event
within the time periods set forth in Part D of said Schedule XIV. The provisions
of Part D of said Schedule XIV shall be deemed incorporated by reference herein
as fully as if set forth herein in its entirety.

All provisions of this Credit Agreement and the other Credit Documents
(including, without limitation, all conditions precedent, representations,
warranties, covenants, events of default and other agreements herein and
therein) shall be deemed modified to the extent necessary to effect the
foregoing (and to permit the taking of the actions described above within the
time periods required above, rather than as otherwise provided in the Credit
Documents); provided that (x) to the extent any representation and warranty
would not be true because the foregoing actions were not taken on the Initial
Borrowing Date the respective representation and warranty shall be required to
be true and correct in all material respects at the time the respective action
is taken (or was required to be taken) in accordance with the foregoing
provisions of this Section 13.19 and (y) all representations and warranties
relating to the Security Documents shall be required to be true immediately
after the actions required to be taken by this Section 13.19 have been taken (or
were required to be taken). The acceptance of the benefits of each Credit Event
shall constitute a covenant and agreement by each Credit Agreement Party to each
of the Lenders that the actions required pursuant to this Section 13.19 will be,
or have been, taken within the relevant time periods referred to in this Section
13.19 and that, at such time, all representations and warranties contained in
this Credit Agreement and the other Credit Documents shall then be true and
correct without any modification pursuant to this Section 13.19. The parties
hereto acknowledge and agree that the failure to take any of the actions
required above, within the relevant time periods required above, shall give rise
to an immediate Event of Default pursuant to this Agreement.

                  13.20 Special Provisions Regarding Pledges of Equity Interests
in, and Promissory Notes Owed by, Persons Not Organized in Qualified
Jurisdictions. The parties hereto acknowledge and agree that the provisions of
the various Security Documents executed and delivered by the Credit Parties
require that, among other things, all promissory notes executed by, and Equity
Interests in, various Persons owned by the respective Credit Party (to the
extent not constituting Excluded Collateral) be pledged, and delivered for
pledge, pursuant to the Security Documents. The parties hereto further
acknowledge and agree that each Credit Party shall be required to take all
actions under the laws of the jurisdiction in which such Credit Party is
organized to create and perfect all security interests granted pursuant to the
various Security Documents and to take all actions under the laws of each
Qualified Jurisdiction to perfect the

                                     -258-
<PAGE>

security interests in the Equity Interests of, and promissory notes issued by,
any Person organized under the laws of said jurisdictions (in each case, to the
extent said Equity Interests or promissory notes are owned by any Credit Party
and do not constitute Excluded Collateral). Except as provided in the
immediately preceding sentence, to the extent any Security Document requires or
provides for the pledge of promissory notes issued by, or Equity Interests in,
any Person organized under the laws of a jurisdiction other than those specified
in the immediately preceding sentence, it is acknowledged that, as of the
Initial Borrowing Date, no actions have been required to be taken to perfect,
under local law of the jurisdiction of the Person who issued the respective
promissory notes or whose Equity Interests are pledged, under the Security
Documents. The Credit Agreement Parties hereby agree that, following any request
by the Administrative Agent or Required Lenders to do so, each Credit Agreement
Party shall, and shall cause its Subsidiaries to, take such actions (including,
without limitation, the execution of Additional Security Documents, the making
of any filings and the delivery of appropriate legal opinions) under the local
law of any jurisdiction with respect to which such actions have not already been
taken as are determined by the Administrative Agent or Required Lenders to be
necessary or desirable in order to fully perfect, preserve or protect the
security interests granted pursuant to the various Security Documents under the
laws of such jurisdictions. If requested to do so pursuant to this Section
13.20, all such actions shall be taken in accordance with the provisions of this
Section 13.20 and Section 8.11 and within the time periods set forth therein.
All conditions and representations contained in this Agreement and the other
Credit Documents shall be deemed modified to the extent necessary to effect the
foregoing and so that same are not violated by reason of the failure to take
actions under local law (but only with respect to Equity Interests in, and
promissory notes issued by, Persons organized under laws of jurisdictions other
than Qualified Jurisdictions) not required to be taken in accordance with the
provisions of this Section 13.20, provided that to the extent any representation
or warranty would not be true because the foregoing actions were not taken, the
respective representation of warranties shall be required to be true and correct
in all material respects at such time as the respective action is required to be
taken in accordance with the foregoing provisions of this Section 13.20 or
pursuant to Section 8.11.

                  13.21 Powers of Attorney; etc. Each of Holdings and the U.S.
Borrower is hereby authorized by, and on behalf of, the Bermuda Borrower to give
Notices of Borrowing, Notices of Conversion and other notices and directions in
connection with the extensions of credit and repayments thereof to be made
pursuant to this Agreement to the Bermuda Borrower (including without limitation
notices as to the application of proceeds of such extensions of credit). The
Bermuda Borrower hereby grants to Holdings and the U.S. Borrower an irrevocable
power-of attorney, in the Bermuda Borrower's name, to take the actions
contemplated above in this Section 13.21 and in the last sentence of Section
1.13 hereof. Furthermore, the Bermuda Borrower agrees that the Agents and the
Lenders may at any time rely upon any notices, instructions or other information
furnished by Holdings or the U.S. Borrower.

                  13.22 Waiver of Sovereign Immunity. Each of the Credit
Agreement Parties, in respect of itself, its Subsidiaries, its process agents,
and its properties and revenues, hereby irrevocably agrees that, to the extent
that such Credit Agreement Party, its Subsidiaries or any of its properties has
or may hereafter acquire any right of immunity, whether characterized as
sovereign immunity or otherwise, from any legal proceedings, whether in the
United States, any other Qualified Jurisdiction or elsewhere, to enforce or
collect upon the Loans or any Credit

                                     -259-
<PAGE>

Document or any other liability or obligation of such Credit Agreement Party or
any of its Subsidiaries related to or arising from the transactions contemplated
by any of the Credit Documents, including, without limitation, immunity from
service of process, immunity from jurisdiction or judgment of any court or
tribunal, immunity from execution of a judgment, and immunity of any of its
property from attachment prior to any entry of judgment, or from attachment in
aid of execution upon a judgment, such Credit Agreement Party, for itself and on
behalf of its Subsidiaries, hereby expressly waives, to the fullest extent
permissible under applicable law, any such immunity, and agrees not to assert
any such right or claim in any such proceeding, whether in the United States,
any other Qualified Jurisdiction, or elsewhere. Without limiting the generality
of the foregoing, each Credit Agreement Party further agrees that the waivers
set forth in this Section 13.22 shall have the fullest extent permitted under
the Foreign Sovereign Immunities Act of 1976 of the United States and are
intended to be irrevocable for purposes of such Act.

                  13.23 Judgment Currency. (a) The Credit Parties' obligations
hereunder and under the other Credit Documents to make payments in the
respective Applicable Currency (the "Obligation Currency") shall not be
discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency other than the Obligation Currency,
except to the extent that such tender or recovery results in the effective
receipt by the Administrative Agent, the Collateral Agent or the respective
Lender of the full amount of the Obligation Currency expressed to be payable to
the Administrative Agent, the Collateral Agent or such Lender under this
Agreement or the other Credit Documents. If for the purpose of obtaining or
enforcing judgment against any Credit Party in any court or in any jurisdiction,
it becomes necessary to convert into or from any currency other than the
Obligation Currency (such other currency being hereinafter referred to as the
"Judgment Currency") an amount due in the Obligation Currency, the conversion
shall be made, at the Euro Equivalent or the Dollar Equivalent thereof, as the
case may be, and, in the case of other currencies, the rate of exchange (as
quoted by the Administrative Agent or if the Administrative Agent does not quote
a rate of exchange on such currency, by a known dealer in such currency
designated by the Administrative Agent) determined, in each case, as of the day
on which the judgment is given (such day being hereinafter referred to as the
"Judgment Currency Conversion Date").

                  (b)      If there is a change in the rate of exchange
prevailing between the Judgment Currency Conversion Date and the date of actual
payment of the amount due, each Borrower covenants and agrees to pay, or cause
to be paid, such additional amounts, if any (but in any event not a lesser
amount), as may be necessary to ensure that the amount paid in the Judgment
Currency, when converted at the rate of exchange prevailing on the date of
payment, will produce the amount of the Obligation Currency which could have
been purchased with the amount of Judgment Currency stipulated in the judgment
or judicial award at the rate or exchange prevailing on the Judgment Currency
Conversion Date.

                  (c)      For purposes of determining the Dollar Equivalent or
the Euro Equivalent or any other rate of exchange for this Section, such amounts
shall include any premium and costs payable in connection with the purchase of
the Obligation Currency.

                  13.24 Special Acknowledgments. By their execution and delivery
hereof, the Lenders party hereto hereby acknowledge (i) that the guarantee of
each Bermuda Partnership

                                     -260-
<PAGE>

Partner made pursuant to the U.S. Subsidiaries Guaranty is limited to the
Obligations of the U.S. Borrower under the Credit Documents and the obligations
of the U.S. Borrower and its Domestic Subsidiaries under Interest Rate
Protection Agreements and Other Hedging Agreements with Lenders and/or their
affiliates, all on the terms as more specifically provided therein, (ii) the
Bermuda Partnership has not entered into any Credit Documents and, as such, is
not a Credit Party (but is otherwise subject to the provisions of Section
9.01(c)) and (iii) the obligations secured pursuant to the Security Documents
are not secured by any Excluded Collateral.

                  SECTION 14. Holdings Guaranty.

                  14.01 The Guaranty. In order to induce the Lenders to enter
into this Agreement and to extend credit hereunder and to induce the Lenders or
any of their respective Affiliates to enter into Interest Rate Protection
Agreements or Other Hedging Agreements, and in recognition of the direct
benefits to be received by Holdings from the proceeds of the Loans, the issuance
of the Letters of Credit and Bank Guaranties and the entering into of Interest
Rate Protection Agreements or Other Hedging Agreements, Holdings hereby agrees
with the Lenders as follows: Holdings hereby unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety the full and prompt
payment when due, whether upon maturity, acceleration or otherwise, of any and
all of the Holdings Guaranteed Obligations to the Guaranteed Creditors. If any
or all of the Holdings Guaranteed Obligations to the Guaranteed Creditors
becomes due and payable hereunder, Holdings unconditionally promises to pay such
indebtedness to the Guaranteed Creditors, or order, on demand, together with any
and all expenses which may be incurred by the Guaranteed Creditors in collecting
any of the Holdings Guaranteed Obligations. This Holdings Guaranty is a guaranty
of payment and not of collection. This Holdings Guaranty is a continuing one and
all liabilities to which it applies or may apply under the terms hereof shall be
conclusively presumed to have been created in reliance hereon. If claim is ever
made upon any Guaranteed Creditor for repayment or recovery of any amount or
amounts received in payment or on account of any of the Holdings Guaranteed
Obligations and any of the aforesaid payees repays all or part of said amount by
reason of (i) any judgment, decree or order of any court or administrative body
having jurisdiction over such payee or any of its property or (ii) any
settlement or compromise of any such claim effected by such payee with any such
claimant (including the Borrowers and any other Holdings Guaranteed Party), then
and in such event Holdings agrees that any such judgment, decree, order,
settlement or compromise shall be binding upon Holdings, notwithstanding any
revocation of this Holdings Guaranty or any other instrument evidencing any
liability of either Borrower or any other Holdings Guaranteed Party, and
Holdings shall be and remain liable to the aforesaid payees hereunder for the
amount so repaid or recovered to the same extent as if such amount had never
originally been received by any such payee.

                  14.02 Bankruptcy. Additionally, Holdings unconditionally and
irrevocably guarantees the payment of any and all of the Holdings Guaranteed
Obligations to the Guaranteed Creditors whether or not due or payable by either
Borrower or any other Holdings Guaranteed Party upon the occurrence of any of
the events specified in Section 10.05, and unconditionally promises to pay such
indebtedness to the Guaranteed Creditors, or order, on demand.

                  14.03 Nature of Liability. The liability of Holdings hereunder
is exclusive and independent of any security for or other guaranty of the
Holdings Guaranteed Obligations

                                     -261-
<PAGE>

whether executed by Holdings, any other guarantor or by any other party, and the
liability of Holdings hereunder is not affected or impaired by (a) any direction
as to application of payment by either Borrower, any other Holdings Guaranteed
Party or any other party, or (b) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other party as to the
Holdings Guaranteed Obligations, or (c) any payment on or in reduction of any
such other guaranty or undertaking, or (d) any dissolution, termination or
increase, decrease or change in personnel by either Borrower or any other
Holdings Guaranteed Party, or (e) any payment made to the Guaranteed Creditors
on the Holdings Guaranteed Obligations which any such Guaranteed Creditor repays
to either Borrower or any other Holdings Guaranteed Party pursuant to court
order in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and Holdings waives any right to the deferral or modification
of its obligations hereunder by reason of any such proceeding, or (f) any action
or inaction of the type described in Section 14.05, or (g) the lack of validity
or enforceability of any Credit Document or any other instrument relating
thereto.

                  14.04 Independent Obligation. No invalidity, irregularity or
unenforceability of all or any part of the Holdings Guaranteed Obligations or of
any security therefor shall affect, impair or be a defense to this Holdings
Guaranty, and this Holdings Guaranty shall be primary, absolute and
unconditional notwithstanding the occurrence of any event or the existence of
any other circumstances which might constitute a legal or equitable discharge of
a surety or guarantor except payment in full in cash of the Holdings Guaranteed
Obligations. The obligations of Holdings hereunder are independent of the
obligations of either Borrower, any other Holdings Guaranteed Party, any other
guarantor or any other party and a separate action or actions may be brought and
prosecuted against Holdings whether or not action is brought against either
Borrower, any other Holdings Guaranteed Party, any other guarantor or any other
party and whether or not either Borrower, any other Holdings Guaranteed Party,
any other guarantor or any other party be joined in any such action or actions.
Holdings waives, to the full extent permitted by law, the benefit of any statute
of limitations affecting its liability hereunder or the enforcement thereof. Any
payment by a Borrower or any other Holdings Guaranteed Party or other
circumstance that operates to toll any statute of limitations as to such
Borrower or such other Holdings Guaranteed Party shall operate to toll the
statute of limitations as to Holdings.

                  14.05 Authorization. Holdings authorizes the Guaranteed
Creditors without notice or demand (except as shall be required by applicable
statute and cannot be waived), and without affecting or impairing its liability
hereunder, from time to time to:

                  (a)      change the manner, place or terms of payment of,
         and/or change or extend the time of payment of, renew, increase,
         accelerate or alter, any of the Holdings Guaranteed Obligations
         (including any increase or decrease in the rate of interest thereon),
         any security therefor, or any liability incurred directly or indirectly
         in respect thereof, and this Holdings Guaranty made shall apply to the
         Holdings Guaranteed Obligations as so changed, extended, renewed,
         increased or altered;

                  (b)      take and hold security for the payment of the
         Holdings Guaranteed Obligations and sell, exchange, release, impair,
         surrender, realize upon or otherwise deal with in any manner and in any
         order any property by whomsoever at any time pledged or mortgaged to
         secure, or howsoever securing, the Holdings Guaranteed Obligations or
         any

                                     -262-
<PAGE>

         liabilities (including any of those hereunder) incurred directly or
         indirectly in respect thereof or hereof, and/or any offset
         thereagainst;

                  (c)      exercise or refrain from exercising any rights
         against either Borrower, any other Holdings Guaranteed Party or others
         or otherwise act or refrain from acting;

                  (d)      release or substitute any one or more endorsers,
         guarantors, either Borrower, any other Holdings Guaranteed Party or
         other obligors;

                  (e)      settle or compromise any of the Holdings Guaranteed
         Obligations, any security therefor or any liability (including any of
         those hereunder) incurred directly or indirectly in respect thereof or
         hereof, and may subordinate the payment of all or any part thereof to
         the payment of any liability (whether due or not) of either Borrower or
         any other Holdings Guaranteed Party to their respective creditors other
         than the Guaranteed Creditors;

                  (f)      apply any sums by whomsoever paid or howsoever
         realized to any liability or liabilities of either Borrower or any
         other Holdings Guaranteed Party to the Guaranteed Creditors regardless
         of what liability or liabilities of such Borrower or such other
         Holdings Guaranteed Party remain unpaid;

                  (g)      consent to or waive any breach of, or any act,
         omission or default under, this Agreement, any other Credit Document,
         any Interest Rate Protection Agreement or Other Hedging Agreement or
         any of the instruments or agreements referred to herein or therein, or
         otherwise amend, modify or supplement this Agreement, any other Credit
         Document, any Interest Rate Protection Agreement or Other Hedging
         Agreement or any of such other instruments or agreements; and/or

                  (h)      take any other action that would, under otherwise
         applicable principles of common law, give rise to a legal or equitable
         discharge of Holdings from its liabilities under this Holdings
         Guaranty.

                  14.06 Reliance. It is not necessary for the Guaranteed
Creditors to inquire into the capacity or powers of either Borrower or any other
Holdings Guaranteed Party or the officers, directors, partners or agents acting
or purporting to act on their behalf, and any Holdings Guaranteed Obligations
made or created in reliance upon the professed exercise of such powers shall be
guaranteed hereunder.

                  14.07 Subordination. Any of the indebtedness of either
Borrower or any other Holdings Guaranteed Party now or hereafter owing to
Holdings is hereby subordinated to the Holdings Guaranteed Obligations of such
Borrower or such other Holdings Guaranteed Party owing to the Guaranteed
Creditors; and if the Administrative Agent so requests at a time when an Event
of Default exists, all such indebtedness of such Borrower or such other Holdings
Guaranteed Party to Holdings shall be collected, enforced and received by
Holdings for the benefit of the Guaranteed Creditors and be paid over to the
Administrative Agent on behalf of the Guaranteed Creditors on account of the
Holdings Guaranteed Obligations of such Borrower or such Holdings Guaranteed
Party to the Guaranteed Creditors, but without affecting or impairing in any
manner the liability of Holdings under the other provisions of this Holdings

                                     -263-
<PAGE>

Guaranty. Prior to the transfer by Holdings of any note or negotiable instrument
evidencing any of the indebtedness of either Borrower or any other Holdings
Guaranteed Party to Holdings, Holdings shall mark such note or negotiable
instrument with a legend that the same is subject to this subordination. Without
limiting the generality of the foregoing, Holdings hereby agrees with the
Guaranteed Creditors that it will not exercise any right of subrogation which it
may at any time otherwise have as a result of this Holdings Guaranty (whether
contractual, under Section 509 of the Bankruptcy Code or otherwise) until all
Holdings Guaranteed Obligations have been irrevocably paid in full in cash.

                  14.08 Waiver. (a) Holdings waives any right (except as shall
be required by applicable statute and cannot be waived) to require any
Guaranteed Creditor to (i) proceed against either Borrower, any other Holdings
Guaranteed Party, any other guarantor or any other party, (ii) proceed against
or exhaust any security held from either Borrower, any other Holdings Guaranteed
Party, any other guarantor or any other party or (iii) pursue any other remedy
in any Guaranteed Creditor's power whatsoever. Holdings waives any defense based
on or arising out of any defense of either Borrower, any other Holdings
Guaranteed Party, any other guarantor or any other party, other than payment in
full in cash of the Holdings Guaranteed Obligations, based on or arising out of
the disability of either Borrower, any other Holdings Guaranteed Party, any
other guarantor or any other party, or the unenforceability of the Holdings
Guaranteed Obligations or any part thereof from any cause, or the cessation from
any cause of the liability of either Borrower or any other Holdings Guaranteed
Party other than payment in full in cash of the Holdings Guaranteed Obligations.
The Guaranteed Creditors may, at their election, foreclose on any security held
by the Administrative Agent, the Collateral Agent or any other Guaranteed
Creditor by one or more judicial or nonjudicial sales, whether or not every
aspect of any such sale is commercially reasonable (to the extent such sale is
permitted by applicable law), or exercise any other right or remedy the
Guaranteed Creditors may have against either Borrower, any other Holdings
Guaranteed Party or any other party, or any security, without affecting or
impairing in any way the liability of Holdings hereunder except to the extent
the Holdings Guaranteed Obligations have been paid in full in cash. Holdings
waives any defense arising out of any such election by the Guaranteed Creditors,
even though such election operates to impair or extinguish any right of
reimbursement or subrogation or other right or remedy of Holdings against either
Borrower, any other Holdings Guaranteed Party or any other party or any
security.

                  (b)      Holdings waives all presentments, demands for
performance, protests and notices, including, without limitation, notices of
nonperformance, notices of protest, notices of dishonor, notices of acceptance
of this Holdings Guaranty, and notices of the existence, creation or incurring
of new or additional Holdings Guaranteed Obligations. Holdings assumes all
responsibility for being and keeping itself informed of each Borrower's and each
other Holdings Guaranteed Party's financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Holdings
Guaranteed Obligations and the nature, scope and extent of the risks which
Holdings assumes and incurs hereunder, and agrees that the Guaranteed Creditors
shall have no duty to advise Holdings of information known to them regarding
such circumstances or risks.

                  (c)      Until such time as the Holdings Guaranteed
Obligations have been paid in full in cash, Holdings hereby waives all rights of
subrogation which it may at any time otherwise have as a result of this Holdings
Guaranty (whether contractual, under Section 509 of the

                                     -264-
<PAGE>

Bankruptcy Code, or otherwise) to the claims of the Guaranteed Creditors against
either Borrower, any other Holdings Guaranteed Party or any other guarantor of
the Holdings Guaranteed Obligations and all contractual, statutory or common law
rights of reimbursement, contribution or indemnity from either Borrower, any
other Holdings Guaranteed Party or any other guarantor which it may at any time
otherwise have as a result of this Holdings Guaranty.

                  (d)      Holdings hereby acknowledges and affirms that it
understands that to the extent the Holdings Guaranteed Obligations are secured
by Real Property located in California, Holdings shall be liable for the full
amount of the liability hereunder notwithstanding the foreclosure on such Real
Property by trustee sale or any other reason impairing Holdings' or any
Guaranteed Creditor's right to proceed against either Borrower, any other
Holdings Guaranteed Party or any other guarantor of the Holdings Guaranteed
Obligations. In accordance with Section 2856 of the California Code of Civil
Procedure, Holdings hereby waives:

                  (i)      all rights of subrogation, reimbursement,
         indemnification, and contribution and any other rights and defenses
         that are or may become available to Holdings by reason of Sections 2787
         to 2855, inclusive, 2899 and 3433 of the California Code of Civil
         Procedure;

                  (ii)     all rights and defenses that Holdings may have
         because the Holdings Guaranteed Obligations are secured by Real
         Property located in California, meaning, among other things, that: (A)
         the Guaranteed Creditors may collect from Holdings without first
         foreclosing on any real or personal property collateral pledged by
         either Borrower or any other Credit Party, and (B) if the Guaranteed
         Creditors foreclose on any Real Property collateral pledged by either
         Borrower or any other Credit Party, (1) the amount of the Holdings
         Guaranteed Obligations may be reduced only by the price for which that
         collateral is sold at the foreclosure sale, even if the collateral is
         worth more than the sale price, and (2) the Guaranteed Creditors may
         collect from Holdings even if the Guaranteed Creditors, by foreclosing
         on the Real Property collateral, have destroyed any right Holdings may
         have to collect from either Borrower or any other Holdings Guaranteed
         Party, it being understood that this is an unconditional and
         irrevocable waiver of any rights and defenses Holdings may have because
         the Holdings Guaranteed Obligations are secured by Real Property
         (including, without limitation, any rights or defenses based upon
         Section 580a, 580d or 726 of the California Code of Civil Procedure);
         and

                  (iii)    all rights and defenses arising out of an election of
         remedies by the Guaranteed Creditors, even though that election of
         remedies, such as a nonjudicial foreclosure with respect to security
         for the Holdings Guaranteed Obligations, has destroyed Holdings' rights
         of subrogation and reimbursement against either Borrower or any other
         Holdings Guaranteed Party by the operation of Section 580d of the
         California Code of Civil Procedure or otherwise.

                  (e)      Holdings warrants and agrees that each of the waivers
set forth above is made with full knowledge of its significance and consequences
and that if any of such waivers are determined to be contrary to any applicable
law of public policy, such waivers shall be effective only to the maximum extent
permitted by law.

                                     -265-
<PAGE>

                  14.09 Payments. All payments made by Holdings pursuant to this
Section 14 shall be made in the respective Applicable Currency in which the
Holdings Guaranteed Obligations are then due and payable (giving effect, in the
circumstances contemplated by Section 1.14, to any conversion occurring pursuant
thereto). All payments made by Holdings pursuant to this Section 14 will be made
without setoff, counterclaim or other defense, and shall be subject to the
provisions of Sections 4.03, 4.04 and 13.23.

                  SECTION 15. U.S. Borrower's Guaranty.

                  15.01 The U.S. Borrower's Guaranty. In order to induce the
Lenders to enter into this Agreement and to extend credit hereunder and to
induce the Lenders or any of their respective Affiliates to enter into Interest
Rate Protection Agreements or Other Hedging Agreements, and in recognition of
the direct benefits to be received by the U.S. Borrower from the proceeds of the
Loans, the issuance of the Letters of Credit and Bank Guaranties and the
entering into of Interest Rate Protection Agreements or Other Hedging
Agreements, the U.S. Borrower hereby agrees with the Lenders as follows: the
U.S. Borrower hereby unconditionally and irrevocably guarantees, as primary
obligor and not merely as surety the full and prompt payment when due, whether
upon maturity, acceleration or otherwise, of any and all of the U.S. Borrower
Guaranteed Obligations to the Guaranteed Creditors. If any or all of the U.S.
Borrower Guaranteed Obligations to the Guaranteed Creditors becomes due and
payable hereunder, the U.S. Borrower unconditionally promises to pay such
indebtedness to the Guaranteed Creditors, or order, on demand, together with any
and all expenses which may be incurred by the Guaranteed Creditors in collecting
any of the U.S. Borrower Guaranteed Obligations. This U.S. Borrower's Guaranty
is a guaranty of payment and not of collection. This U.S. Borrower's Guaranty is
a continuing one and all liabilities to which it applies or may apply under the
terms hereof shall be conclusively presumed to have been created in reliance
hereon. If claim is ever made upon any Guaranteed Creditor for repayment or
recovery of any amount or amounts received in payment or on account of any of
the U.S. Borrower Guaranteed Obligations and any of the aforesaid payees repays
all or part of said amount by reason of (i) any judgment, decree or order of any
court or administrative body having jurisdiction over such payee or any of its
property or (ii) any settlement or compromise of any such claim effected by such
payee with any such claimant (including the Bermuda Borrower or any other U.S.
Borrower Guaranteed Party), then and in such event the U.S. Borrower agrees that
any such judgment, decree, order, settlement or compromise shall be binding upon
the U.S. Borrower, notwithstanding any revocation of this U.S. Borrower's
Guaranty or any other instrument evidencing any liability of the Bermuda
Borrower or any U.S. Borrower Guaranteed Party, and the U.S. Borrower shall be
and remain liable to the aforesaid payees hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been
received by any such payee.

                  15.02 Bankruptcy. Additionally, the U.S. Borrower
unconditionally and irrevocably, guarantees the payment of any and all of the
U.S. Borrower Guaranteed Obligations to the Guaranteed Creditors whether or not
due or payable by the Bermuda Borrower or any other U.S. Borrower Guaranteed
Party upon the occurrence of any of the events specified in Section 10.05, and
unconditionally promises to pay such indebtedness to the Guaranteed Creditors,
or order, on demand.

                                     -266-
<PAGE>

                  15.03 Nature of Liability. The liability of the U.S. Borrower
hereunder is exclusive and independent of any security for or other guaranty of
the U.S. Borrower Guaranteed Obligations whether executed by the U.S. Borrower,
any other guarantor or by any other party, and the liability of the U.S.
Borrower hereunder is not affected or impaired by (a) any direction as to
application of payment by the Bermuda Borrower, any other U.S. Borrower
Guaranteed Party or any other party, or (b) any other continuing or other
guaranty, undertaking or maximum liability of a guarantor or of any other party
as to the U.S. Borrower Guaranteed Obligations, or (c) any payment on or in
reduction of any such other guaranty or undertaking, or (d) any dissolution,
termination or increase, decrease or change in personnel by the Bermuda Borrower
or any other U.S. Borrower Guaranteed Party or (e) any payment made to the
Guaranteed Creditors on the U.S. Borrower Guaranteed Obligations which any such
Guaranteed Creditor repays to the Bermuda Borrower or any other U.S. Borrower
Guaranteed Party pursuant to court order in any bankruptcy, reorganization,
arrangement, moratorium or other debtor relief proceeding, and the U.S. Borrower
waives any right to the deferral or modification of its obligations hereunder by
reason of any such proceeding, or (f) any action or inaction of the type
described in Section 15.05, or (g) the lack of validity or enforceability of any
Credit Document or any other instrument relating thereto.

                  15.04 Independent Obligation. No invalidity, irregularity or
unenforceability of all or any part of the U.S. Borrower Guaranteed Obligations
or of any security therefor shall affect, impair or be a defense to this U.S.
Borrower's Guaranty, and this U.S. Borrower's Guaranty shall be primary,
absolute and unconditional notwithstanding the occurrence of any event or the
existence of any other circumstances which might constitute a legal or equitable
discharge of a surety or guarantor except payment in full in cash of the U.S.
Borrower Guaranteed Obligations. The obligations of the U.S. Borrower hereunder
are independent of the obligations of the Bermuda Borrower, any other U.S.
Borrower Guaranteed Party, any other guarantor or any other party, and a
separate action or actions may be brought and prosecuted against the U.S.
Borrower whether or not action is brought against the Bermuda Borrower, any
other U.S. Borrower Guaranteed Party, any other guarantor or any other party and
whether or not the Bermuda Borrower, any other U.S. Borrower Guaranteed Party,
any other guarantor or any other party be joined in any such action or actions.
The U.S. Borrower waives, to the full extent permitted by law, the benefit of
any statute of limitations affecting its liability hereunder or the enforcement
thereof. Any payment by the Bermuda Borrower or any other U.S. Borrower
Guaranteed Party or other circumstance that operates to toll any statute of
limitations as to the Bermuda Borrower or such other U.S. Borrower Guaranteed
Party shall operate to toll the statute of limitations as to the U.S. Borrower.

                  15.05 Authorization. The U.S. Borrower authorizes the
Guaranteed Creditors without notice or demand (except as shall be required by
applicable statute and cannot be waived), and without affecting or impairing its
liability hereunder, from time to time to:

                  (a)      change the manner, place or terms of payment of,
         and/or change or extend the time of payment of, renew, increase,
         accelerate or alter, any of the U.S. Borrower Guaranteed Obligations
         (including any increase or decrease in the rate of interest thereon),
         any security therefor, or any liability incurred directly or indirectly
         in respect thereof, and this U.S. Borrower's Guaranty made shall apply
         to the U.S. Borrower Guaranteed Obligations as so changed, extended,
         renewed, increased or altered;

                                     -267-
<PAGE>

                  (b)      take and hold security for the payment of the U.S.
         Borrower Guaranteed Obligations and sell, exchange, release, impair,
         surrender, realize upon or otherwise deal with in any manner and in any
         order any property by whomsoever at any time pledged or mortgaged to
         secure, or howsoever securing, the U.S. Borrower Guaranteed Obligations
         or any liabilities (including any of those hereunder) incurred directly
         or indirectly in respect thereof or hereof, and/or any offset
         thereagainst;

                  (c)      exercise or refrain from exercising any rights
         against the Bermuda Borrower, any other U.S. Borrower Guaranteed Party
         or others or otherwise act or refrain from acting;

                  (d)      release or substitute any one or more endorsers,
         guarantors, the Bermuda Borrower, any other U.S. Borrower Guaranteed
         Party or other obligors;

                  (e)      settle or compromise any of the U.S. Borrower
         Guaranteed Obligations, any security therefor or any liability
         (including any of those hereunder) incurred directly or indirectly in
         respect thereof or hereof, and may subordinate the payment of all or
         any part thereof to the payment of any liability (whether due or not)
         of the Bermuda Borrower or any other U.S. Borrower Guaranteed Party to
         their respective creditors other than the Guaranteed Creditors;

                  (f)      apply any sums by whomsoever paid or howsoever
         realized to any liability or liabilities of the Bermuda Borrower or any
         other U.S. Borrower Guaranteed Party to the Guaranteed Creditors
         regardless of what liability or liabilities of the Bermuda Borrower or
         such other U.S. Borrower Guaranteed Party remain unpaid;

                  (g)      consent to or waive any breach of, or any act,
         omission or default under, this Agreement, any other Credit Document,
         any Interest Rate Protection Agreement or Other Hedging Agreement or
         any of the instruments or agreements referred to herein or therein, or
         otherwise amend, modify or supplement this Agreement, any other Credit
         Document, any Interest Rate Protection Agreement or Other Hedging
         Agreement or any of such other instruments or agreements; and/or

                  (h)      take any other action that would, under otherwise
         applicable principles of common law, give rise to a legal or equitable
         discharge of the U.S. Borrower from its liabilities under this U.S.
         Borrower's Guaranty.

                  15.06 Reliance. It is not necessary for the Guaranteed
Creditors to inquire into the capacity or powers of the Bermuda Borrower or any
other U.S. Borrower Guaranteed Party or the officers, directors, partners or
agents acting or purporting to act on its or their behalf, and any U.S. Borrower
Guaranteed Obligations made or created in reliance upon the professed exercise
of such powers shall be guaranteed hereunder.

                  15.07 Subordination. Any of the indebtedness of the Bermuda
Borrower or any other U.S. Borrower Guaranteed Party now or hereafter owing to
the U.S. Borrower is hereby subordinated to the U.S. Borrower Guaranteed
Obligations of the Bermuda Borrower or such other U.S. Borrower Guaranteed Party
owing to the Guaranteed Creditors; and if the Administrative Agent so requests
at a time when an Event of Default exists, all such

                                     -268-
<PAGE>

indebtedness of the Bermuda Borrower or such other U.S. Borrower Guaranteed
Party to the U.S. Borrower shall be collected, enforced and received by the U.S.
Borrower for the benefit of the Guaranteed Creditors and be paid over to the
Administrative Agent on behalf of the Guaranteed Creditors on account of the
U.S. Borrower Guaranteed Obligations of the Bermuda Borrower or such other U.S.
Borrower Guaranteed Party to the Guaranteed Creditors, but without affecting or
impairing in any manner the liability of the U.S. Borrower under the other
provisions of this U.S. Borrower's Guaranty. Prior to the transfer by the U.S.
Borrower of any note or negotiable instrument evidencing any of the indebtedness
of the Bermuda Borrower or any other U.S. Borrower Guaranteed Party to the U.S.
Borrower, the U.S. Borrower shall mark such note or negotiable instrument with a
legend that the same is subject to this subordination. Without limiting the
generality of the foregoing, the U.S. Borrower hereby agrees with the Guaranteed
Creditors that it will not exercise any right of subrogation which it may at any
time otherwise have as a result of this U.S. Borrower's Guaranty (whether
contractual, under Section 509 of the Bankruptcy Code or otherwise) until all
U.S. Borrower Guaranteed Obligations have been irrevocably paid in full in cash.

                  15.08 Waiver. (a) The U.S. Borrower waives any right (except
as shall be required by applicable statute and cannot be waived) to require any
Guaranteed Creditor to (i) proceed against the Bermuda Borrower, any other U.S.
Borrower Guaranteed Party, any other guarantor or any other party, (ii) proceed
against or exhaust any security held from the Bermuda Borrower, any other U.S.
Borrower Guaranteed Party, any other guarantor or any other party or (iii)
pursue any other remedy in any Guaranteed Creditor's power whatsoever. The U.S.
Borrower waives any defense based on or arising out of any defense of the
Bermuda Borrower, any other U.S. Borrower Guaranteed Party, any other guarantor
or any other party, other than payment in full in cash of the U.S. Borrower
Guaranteed Obligations, based on or arising out of the disability of the Bermuda
Borrower, any other Guaranteed Party, any other guarantor or any other party, or
the unenforceability of the U.S. Borrower Guaranteed Obligations or any part
thereof from any cause, or the cessation from any cause of the liability of the
Bermuda Borrower or any other U.S. Borrower Guaranteed Party other than payment
in full in cash of the U.S. Borrower Guaranteed Obligations. The Guaranteed
Creditors may, at their election, foreclose on any security held by the
Administrative Agent, the Collateral Agent or any other Guaranteed Creditor by
one or more judicial or nonjudicial sales, whether or not every aspect of any
such sale is commercially reasonable (to the extent such sale is permitted by
applicable law), or exercise any other right or remedy the Guaranteed Creditors
may have against the Bermuda Borrower, any other U.S. Borrower Guaranteed Party
or any other party, or any security, without affecting or impairing in any way
the liability of the U.S. Borrower hereunder except to the extent the U.S.
Borrower Guaranteed Obligations have been paid in full in cash. The U.S.
Borrower waives any defense arising out of any such election by the Guaranteed
Creditors, even though such election operates to impair or extinguish any right
of reimbursement or subrogation or other right or remedy of the U.S. Borrower
against the Bermuda Borrower, any other U.S. Borrower Guaranteed Party or any
other party or any security.

                  (b)      The U.S. Borrower waives all presentments, demands
for performance, protests and notices, including, without limitation, notices of
nonperformance, notices of protest, notices of dishonor, notices of acceptance
of this U.S. Borrower's Guaranty, and notices of the existence, creation or
incurring of new or additional U.S. Borrower Guaranteed Obligations. The U.S.
Borrower assumes all responsibility for being and keeping itself informed of the
Bermuda

                                     -269-
<PAGE>

Borrower's and each other U.S. Borrower Guaranteed Party's financial condition
and assets, and of all other circumstances bearing upon the risk of nonpayment
of the U.S. Borrower Guaranteed Obligations and the nature, scope and extent of
the risks which the U.S. Borrower assumes and incurs hereunder, and agrees that
the Guaranteed Creditors shall have no duty to advise the U.S. Borrower of
information known to them regarding such circumstances or risks.

                  (c)      Until such time as the U.S. Borrower Guaranteed
Obligations have been paid in full in cash, the U.S. Borrower hereby waives all
rights of subrogation which it may at any time otherwise have as a result of
this U.S. Borrower's Guaranty (whether contractual, under Section 509 of the
Bankruptcy Code, or otherwise) to the claims of the Guaranteed Creditors against
the Bermuda Borrower, any other U.S. Borrower Guaranteed Party or any other
guarantor of the U.S. Borrower Guaranteed Obligations and all contractual,
statutory or common law rights of reimbursement, contribution or indemnity from
the Bermuda Borrower, any other U.S. Borrower Guaranteed Party or any other
guarantor which it may at any time otherwise have as a result of this U.S.
Borrower's Guaranty.

                  (d)      The U.S. Borrower hereby acknowledges and affirms
that it understands that to the extent the U.S. Borrower Guaranteed Obligations
are secured by Real Property located in California, the U.S. Borrower shall be
liable for the full amount of the liability hereunder notwithstanding the
foreclosure on such Real Property by trustee sale or any other reason impairing
the U.S. Borrower's or any Guaranteed Creditor's right to proceed against any
U.S. Borrower Guaranteed Party or any other guarantor of the U.S. Borrower
Guaranteed Obligations. In accordance with Section 2856 of the California Code
of Civil Procedure, the U.S. Borrower hereby waives:

                  (i)      all rights of subrogation, reimbursement,
         indemnification, and contribution and any other rights and defenses
         that are or may become available to the U.S. Borrower by reason of
         Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Code
         of Civil Procedure;

                  (ii)     all rights and defenses that the U.S. Borrower may
         have because the U.S. Borrower Guaranteed Obligations are secured by
         Real Property located in California, meaning, among other things, that:
         (A) the Guaranteed Creditors may collect from the U.S. Borrower without
         first foreclosing on any real or personal property collateral pledged
         by any Credit Party, and (B) if the Guaranteed Creditors foreclose on
         any Real Property collateral pledged by any Credit Party, (1) the
         amount of the U.S. Borrower Guaranteed Obligations may be reduced only
         by the price for which that collateral is sold at the foreclosure sale,
         even if the collateral is worth more than the sale price, and (2) the
         Guaranteed Creditors may collect from the U.S. Borrower even if the
         Guaranteed Creditors, by foreclosing on the Real Property collateral,
         have destroyed any right the U.S. Borrower may have to collect from any
         U.S. Borrower Guaranteed Party, it being understood that this is an
         unconditional and irrevocable waiver of any rights and defenses the
         U.S. Borrower may have because the U.S. Borrower Guaranteed Obligations
         are secured by Real Property (including, without limitation, any rights
         or defenses based upon Section 580a, 580d or 726 of the California Code
         of Civil Procedure); and

                                     -270-
<PAGE>

                  (iii)    all rights and defenses arising out of an election of
         remedies by the Guaranteed Creditors, even though that election of
         remedies, such as a non-judicial foreclosure with respect to security
         for the U.S. Borrower Guaranteed Obligations, has destroyed the U.S.
         Borrower' rights of subrogation and reimbursement against any U.S.
         Borrower Guaranteed Party by the operation of Section 580d of the
         California Code of Civil Procedure or otherwise.

                  (e)      The U.S. Borrower warrants and agrees that each of
the waivers set forth above is made with full knowledge of its significance and
consequences and that if any of such waivers are determined to be contrary to
any applicable law of public policy, such waivers shall be effective only to the
maximum extent permitted by law.

                  15.09 Payments. All payments made by the U.S. Borrower
pursuant to this Section 15 shall be made in the respective Applicable Currency
in which the U.S. Borrower Guaranteed Obligations are then due and payable
(giving effect, in the circumstances contemplated by Section 1.14, to any
conversion occurring pursuant thereto). All payments made by the U.S. Borrower
pursuant to this Section 15 will be made without setoff, counterclaim or other
defense, and shall be subject to the provisions of Sections 4.03, 4.04 and
13.23.

                                     * * * *

                                     -271-