<PAGE>

                                                                  EXECUTION COPY

                                                                     Exhibit 4.1
--------------------------------------------------------------------------------

                           THIRD AMENDED AND RESTATED
                                CREDIT AGREEMENT

                           DATED AS OF OCTOBER 6, 2003

                                      AMONG

                             ROBBINS & MYERS, INC.,

                      ROBBINS & MYERS FINANCE EUROPE B.V.,

                            THE LENDERS NAMED HEREIN,

                                  BANK ONE, NA,
                           AS ADMINISTRATIVE AGENT AND
                                  ISSUING BANK,

                         HARRIS TRUST AND SAVINGS BANK,
                            AS CO-SYNDICATION AGENT,

                               NATIONAL CITY BANK,
                            AS CO-SYNDICATION AGENT,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                           AS CO-DOCUMENTATION AGENT,

                                       AND

                            THE BANK OF NOVA SCOTIA,
                   AS CO-DOCUMENTATION AGENT AND ISSUING BANK

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

                         BANC ONE CAPITAL MARKETS, INC.,
                    SOLE LEAD ARRANGER AND SOLE BOOK MANAGER

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                                Table of Contents

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ARTICLE I

DEFINITIONS...................................................................................................       1

SECTION 1.01.  Defined Terms..................................................................................       1
SECTION 1.02.  Terms Generally................................................................................      24
SECTION 1.03.  Types of Borrowings............................................................................      25

ARTICLE II

THE CREDITS...................................................................................................      25

SECTION 2.01.  Revolving Credit Facility......................................................................      25
SECTION 2.02.  Commitment to Make Loans.......................................................................      25
SECTION 2.03.  Loans..........................................................................................      26
SECTION 2.04.  Notice of Borrowings...........................................................................      29
SECTION 2.05.  Noteless Agreement; Repayment of Loans.........................................................      30
SECTION 2.06.  Fees...........................................................................................      31
SECTION 2.07.  Interest on Loans..............................................................................      32
SECTION 2.08.  Default Interest...............................................................................      32
SECTION 2.09.  Alternate Rate of Interest.....................................................................      33
SECTION 2.10.  Termination and Reduction of Commitments; Increase of Commitments..............................      33
SECTION 2.11.  Conversion and Continuation Options............................................................      34
SECTION 2.12.  Mandatory Repayments and Prepayments...........................................................      36
SECTION 2.13.  Optional Prepayments...........................................................................      38
SECTION 2.14.  Reserve Requirements; Change in Circumstances..................................................      38
SECTION 2.15.  Change in Legality.............................................................................      40
SECTION 2.16.  Indemnity......................................................................................      41
SECTION 2.17.  Pro Rata Treatment.............................................................................      41
SECTION 2.18.  Sharing of Setoffs.............................................................................      42
SECTION 2.19.  Payments.......................................................................................      42
SECTION 2.20.  Taxes..........................................................................................      43
SECTION 2.21.  Assignment of Commitments Under Certain Circumstances; Duty to Mitigate........................      46
SECTION 2.22.  Swingline Loans................................................................................      47
SECTION 2.23.  Letters of Credit..............................................................................      49
SECTION 2.24.  Existing Letters of Credit.....................................................................      54
SECTION 2.25.  Extension of Revolving Credit Maturity Date....................................................      54

ARTICLE III

REPRESENTATIONS AND WARRANTIES................................................................................      54

SECTION 3.01.  Organization, Powers...........................................................................      54
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SECTION 3.02.  Authorization..................................................................................      55
SECTION 3.03.  Enforceability.................................................................................      55
SECTION 3.04.  Consents and Governmental Approvals............................................................      55
SECTION 3.05.  Financial Statements, Undisclosed Liabilities..................................................      55
SECTION 3.06.  No Material Adverse Change.....................................................................      56
SECTION 3.07.  Title to Properties, Possession Under Leases...................................................      56
SECTION 3.08.  Subsidiaries...................................................................................      56
SECTION 3.09.  Litigation; Compliance with Laws...............................................................      56
SECTION 3.10.  Agreements.....................................................................................      57
SECTION 3.11.  Federal Reserve Regulations....................................................................      57
SECTION 3.12.  Investment Company Act; Public Utility Holding Company Act.....................................      58
SECTION 3.13.  Use of Proceeds................................................................................      58
SECTION 3.14.  Tax Returns....................................................................................      58
SECTION 3.15.  No Material Misstatements......................................................................      58
SECTION 3.16.  Employee Benefit Plans.........................................................................      58
SECTION 3.17.  Environmental and Safety Matters...............................................................      59
SECTION 3.18.  Security Interests.............................................................................      60
SECTION 3.19.  Solvency.......................................................................................      60
SECTION 3.20.  Transactions with Affiliates and Shareholders..................................................      61
SECTION 3.21.  Insurance......................................................................................      61
SECTION 3.22.  Labor Matters..................................................................................      61
SECTION 3.23.  Reportable Transaction.........................................................................      62

ARTICLE IV

CONDITIONS OF LENDING.........................................................................................      62

SECTION 4.01.  Conditions Precedent to the Effective Date.....................................................      62
SECTION 4.02.  All Credit Events..............................................................................      65

ARTICLE V

AFFIRMATIVE COVENANTS.........................................................................................      66

SECTION 5.01.  Existence, Businesses and Properties...........................................................      66
SECTION 5.02.  Insurance......................................................................................      66
SECTION 5.03.  Obligations and Taxes..........................................................................      67
SECTION 5.04.  Financial Statements, Reports, etc.............................................................      67
SECTION 5.05.  Other Information..............................................................................      69
SECTION 5.06.  ERISA..........................................................................................      70
SECTION 5.07.  Maintaining Records, Access to Properties and Inspections......................................      71
SECTION 5.08.  Use of Proceeds................................................................................      71
SECTION 5.09.  Interest Rate Protection Agreements............................................................      71
SECTION 5.10.  Fiscal Year....................................................................................      71
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SECTION 5.11.  Compliance with Environmental Laws; Preparation of Environmental Reports.......................      71
SECTION 5.12.  Subsidiaries...................................................................................      72
SECTION 5.13.  Further Assurances.............................................................................      72
SECTION 5.14.  Foreign Subsidiaries...........................................................................      73

ARTICLE VI

NEGATIVE COVENANTS............................................................................................      73

SECTION 6.01.  Indebtedness...................................................................................      73
SECTION 6.02.  Negative Pledge................................................................................      75
SECTION 6.03.  Certain Amendments.............................................................................      77
SECTION 6.04.  Investments, Loans and Advances................................................................      77
SECTION 6.05.  Mergers, Consolidations, Dispositions and Acquisitions.........................................      79
SECTION 6.06.  Dividends, Distributions and Other Restricted Payments.........................................      81
SECTION 6.07.  Impairment of Security Interests...............................................................      82
SECTION 6.08.  Limitation on Restrictions on Subsidiary Dividends, etc........................................      82
SECTION 6.09.  No Other Negative Pledges......................................................................      82
SECTION 6.10.  Transactions with Affiliates and Shareholders..................................................      83
SECTION 6.11.  Business of Borrower and Subsidiaries..........................................................      83
SECTION 6.12.  Capital Expenditures...........................................................................      83
SECTION 6.13.  Financial Covenants............................................................................      83

ARTICLE VII

EVENTS OF DEFAULT.............................................................................................      84

ARTICLE VIII

THE ADMINISTRATIVE AGENT AND ISSUING BANK.....................................................................      88

SECTION 8.01.  Appointment and Authorization..................................................................      88
SECTION 8.02.  Liability of the Administrative Agent..........................................................      88
SECTION 8.03.  Action by the Administrative Agent.............................................................      89
SECTION 8.04.  Successor Administrative Agent.................................................................      89
SECTION 8.05.  Administrative Agent and Affiliate.............................................................      89
SECTION 8.06.  Indemnification................................................................................      90
SECTION 8.07.  Credit Decision................................................................................      90
SECTION 8.08.  Collateral Agency Agreement....................................................................      90
SECTION 8.09.  Replacement of Administrative Agent............................................................      90
SECTION 8.10.  Syndication Agent, Documentation Agent, etc....................................................      90
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ARTICLE IX

MISCELLANEOUS.................................................................................................      91

SECTION 9.01.  Notices........................................................................................      91
SECTION 9.02.  Survival of Agreement and Indemnities..........................................................      91
SECTION 9.03.  Binding Effect.................................................................................      92
SECTION 9.04.  Successors and Assigns.........................................................................      92
SECTION 9.05.  Expenses: Indemnity............................................................................      96
SECTION 9.06.  Right of Setoff................................................................................      98
SECTION 9.07.  Applicable Law.................................................................................      98
SECTION 9.08.  Waivers; Amendment.............................................................................      98
SECTION 9.09.  Interest Rate Limitation.......................................................................      99
SECTION 9.10.  Entire Agreement...............................................................................     100
SECTION 9.11.  Severability...................................................................................     100
SECTION 9.12.  Counterparts...................................................................................     100
SECTION 9.13.  Headings.......................................................................................     100
SECTION 9.14.  Remedies.......................................................................................     101
SECTION 9.15.  Jurisdiction, Consent to Service of Process; Waiver of Jury Trial..............................     101
SECTION 9.16.  Legend.........................................................................................     102
SECTION 9.17.  Judgment Currency..............................................................................     102
SECTION 9.18.  Confidentiality................................................................................     102

ARTICLE X.....................................................................................................     103

SECTION 10.01.  Guaranty of Payment...........................................................................     103
SECTION 10.02.  Acceptance of Guaranty; No Setoffs............................................................     103
SECTION 10.03.  Nature of Guaranty; Continuing, Absolute and Unconditional....................................     104
SECTION 10.04.  Dealings with the Subsidiary Borrower.........................................................     105
SECTION 10.05.  Subrogation...................................................................................     105
SECTION 10.06.  Collateral....................................................................................     105
SECTION 10.07.  Rights to Payments, Etc.......................................................................     105
SECTION 10.08.  No Waiver.....................................................................................     106
SECTION 10.09.  Setoff........................................................................................     106
SECTION 10.10.  Severability..................................................................................     107
SECTION 10.11.  Miscellaneous.................................................................................     107
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                                       iv
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Schedules

Schedule 1.01        Subsidiaries
Schedule 1.02        Existing Letters of Credit
Schedule 2.02(a)     Revolving Credit Commitment
Schedule 3.05(b)     Liabilities
Schedule 3.08        Subsidiaries
Schedule 3.09        Litigation; Compliance with Laws
Schedule 3.10        Material Contracts
Schedule 3.16        Employee Benefit Plans
Schedule 3.17        Environmental Matters
Schedule 3.18        Filings
Schedule 3.20        Transactions with Affiliates and Shareholders
Schedule 3.22        Labor Matters
Schedule 5.14        Post Closing Matters
Schedule 6.01        Indebtedness
Schedule 6.02        Liens
Schedule 6.04        Investments

Exhibits

Exhibit A-1          Form of Revolving Credit Note
Exhibit A-2          Form of Swingline Note
Exhibit B-1          Form of Borrower's Consent and Agreement
Exhibit B-2          Form of Subsidiaries' Consent and Agreement
Exhibit C            Form of Intercompany Note
Exhibit D            Form of Assignment and Acceptance
Exhibit E-1          Form of Opinion of Counsel to Borrower
Exhibit E-2          Form of Opinion of Counsel to Subsidiary Borrower
Exhibit F            Form of Compliance Certificate
Exhibit G            Form of Supplemental Agreement
Exhibit H-1          Form of Notice of Borrowing/Conversion
Exhibit H-2          Form of Notice of Foreign Currency Revolving Loan Borrowing
Exhibit I            Form of Subordinated Note

                                       i
<PAGE>

         THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 6,
2003, among ROBBINS & MYERS, INC., an Ohio corporation, ROBBINS & MYERS FINANCE
EUROPE B.V., a Netherlands corporation, the Lenders (as defined in this Amended
Agreement), and BANK ONE, NA, a national banking association having its
principal office in Chicago, Illinois, as Administrative Agent and an Issuing
Bank.

                                    RECITALS

         The Borrower (such term, and all other capitalized terms in this
paragraph, being used as defined in this Amended Agreement below) requested the
Existing Lenders to extend or continue, and the Existing Lenders extended or
continued on January 9, 2002, credit to the Borrower in an aggregate principal
Dollar Amount of up to $180,000,000 pursuant to the terms and conditions of the
Existing Credit Agreement. The Borrower has requested that certain amendments
and modifications be made to the Existing Credit Agreement. The Lenders are
willing to do so upon the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree that, on the Effective Date, this Amended
Agreement will become effective and the Existing Credit Agreement will be
amended and restated in its entirety to read as follows:

                                   ARTICLE I

                                   DEFINITIONS

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

         "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

         "ABR Loan" shall mean any ABR Revolving Loan or any Swingline Loan.

         "ABR Revolving Loan" shall mean any Revolving Loan and any Swingline
Loan bearing interest at a rate determined by reference to the Alternate Base
Rate in accordance with the provisions of Article II.

         "Acquired Entity" shall have the meaning set forth in Section 6.04(g).

         The term "additional amounts" shall have the meaning assigned to that
term in Section 2.20(a).

         "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum equal to the sum
of (a) the product of (i) the LIBO Rate in effect for that Interest Period and
(ii) Statutory Reserves, plus (b) Mandatory Costs (each of the foregoing
components of the Adjusted LIBO Rate rounded upwards, if necessary, to the next
1/16 of 1%).

         "Administrative Agent" shall mean Bank One, in its capacity as
administrative agent for the Lenders under this Amended Agreement, and its
successors in that capacity.

                                        1
<PAGE>

         "Administrative Questionnaire" shall mean, with respect to each Lender,
the administrative questionnaire in the form submitted to that Lender by the
Administrative Agent and returned to the Administrative Agent duly completed by
the applicable Lender.

         "Affiliate" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified.

         "Aggregate Commitment" shall mean the aggregate of the Revolving Credit
Commitments of all the Lenders, as reduced or increased from time to time
pursuant to the terms hereof. The initial Aggregate Commitment is $125,000,000.

         "Aggregate Outstanding Credit Exposure" shall mean, at any time, the
sum of the Dollar Amount of all then outstanding Revolving Loans and Swingline
Loans plus the Dollar Amount of all then outstanding Letter of Credit Exposure.

         "Alternate Base Rate" shall mean, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the Federal Funds Effective Rate in effect on such day plus 0.50% and (b)
the Prime Rate in effect on such day. If the Administrative Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms of this Amended Agreement,
the Alternate Base Rate shall be determined without regard to clause (a) of the
first sentence of this definition until the circumstances giving rise to that
inability no longer exist. Any change in the Alternate Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the
effective date of the applicable change in the Prime Rate or the Federal Funds
Effective Rate, respectively, without notice to the Borrowers.

         "Amended Agreement" shall mean this Third Amended and Restated Credit
Agreement, as amended, modified, extended, restated or supplemented from time to
time.

         "Applicable Facility Fee Rate" shall mean the percentage rate per annum
set forth on the Pricing Schedule.

         "Applicable Laws" shall have the meaning assigned to such term in
Section 3.09(b).

         "Applicable LC Fee Rate" shall mean the percentage rate per annum set
forth on the Pricing Schedule.

         "Applicable Margin" shall mean, with respect to any Borrowing at any
time, the percentage rate per annum which is applicable at such time with
respect to Borrowings of such Type as set forth in the Pricing Schedule.

         "Applicable Office" shall mean (i) with respect to all matters
pertaining to Revolving Loans made to the Subsidiary Borrower the London office,
branch, subsidiary or Affiliate of the Administrative Agent as the
Administrative Agent shall designate, and (ii) for all other purposes

                                       2
<PAGE>

of this Amended Agreement, the Chicago, Illinois office of the Administrative
Agent at the address set forth in Section 9.01.

         "Applicable Percentage" of any Lender shall mean a fraction (expressed
as a percentage) the numerator of which is such Lender's Revolving Credit
Commitment (or, after the Revolving Credit Commitments have been terminated,
such Lender's share of the Aggregate Outstanding Credit Exposure) and the
denominator of which is the aggregate of all Revolving Credit Commitments (or,
after the Revolving Credit Commitments have been terminated, the Aggregate
Outstanding Exposure).

         "Applicable Time" shall mean London time with respect to all matters
pertaining to Revolving Loans made to the Subsidiary Borrower and Eastern
Standard Time for all other purposes of this Amended Agreement.

         "Approved Fund" shall mean any Fund that is administered or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of
an entity that administers or manages a Lender.

         "Asset Sale" shall mean any sale, lease, transfer, assignment,
condemnation, taking or other disposition or series of related sales, leases,
transfers, assignments or dispositions (including dispositions in the nature of
casualties, to the extent covered by insurance) of any businesses, business
units, assets (including licenses, trademarks and other intangibles and the
Capital Stock of any Subsidiary) or other properties of the Borrower or any
Subsidiary (each referred to for the purposes of this definition as a
"disposition") by the Borrower or any of its Subsidiaries (including any
disposition by means of a merger, consolidation or similar transaction) other
than (i) a disposition by a Subsidiary to the Borrower, (ii) a disposition by
the Borrower or a Subsidiary to a Wholly Owned Subsidiary that is a Qualified
Acquisition Subsidiary and (iii) a disposition permitted by Sections 6.05(a),
(b), (c), (e) and (g).

         "Assignment and Acceptance" shall mean an assignment agreement in the
form of Exhibit D or such other form as shall be approved by the Administrative
Agent.

         "Bank Guarantee" shall mean a Guarantee of any Lender with respect to
Indebtedness issued by the Borrower or any of its Subsidiaries; provided, that,
nothing in this definition shall be construed as a commitment or agreement of
any Lender to issue any such Bank Guarantee.

         "Bank One" means Bank One, NA, a national banking association having
its principal office in Chicago, Illinois.

         "Bank One Ohio" means Bank One, N.A., a national banking association
having its principal office in Columbus, Ohio.

         "Bank One Foreign Currency Letters of Credit" shall mean, collectively,
Letters of Credit issued pursuant Section 2.23(a)(iii) by Bank One for the sole
purpose of collaterizing Indebtedness of any Italian Subsidiary, any German
Subsidiary, any UK Subsidiary, and any Canadian Subsidiary, to the extent such
Indebtedness is permitted pursuant to Section 6.01(n).

                                        3
<PAGE>

         "Board" shall mean the Board of Governors of the Federal Reserve System
of the United States.

         "Borrower" shall mean Robbins & Myers, Inc., an Ohio corporation, and
its successors.

         "Borrowers" shall mean the Borrower and the Subsidiary Borrower and "a
Borrower" shall mean either of the Borrowers.

         "Borrower's Consent and Agreement" shall mean the Borrower's Consent
and Agreement dated as of the Effective Date between the Borrower and the
Administrative Agent in the form attached hereto as Exhibit B-1.

         "Borrowing" shall mean a group of Loans of a single Class and Type made
by the Lenders on a single date and as to which a single Interest Period is in
effect.

         "Breakage Event" shall have the meaning assigned to that term in
Section 2.16.

         "Business Day" shall mean (a) with respect to any borrowing, payment or
rate selection of LIBOR Loans, a day (other than a Saturday or Sunday) on which
banks generally are open in Chicago, New York and London for the conduct of
substantially all of their commercial lending activities, interbank wire
transfers can be made on the Fedwire system and dealings in dollars and the
other Foreign Currencies are carried on in the London interbank market (and, if
the Loans which are the subject of such borrowing, payment or rate selection are
denominated in Euro, a day which is a TARGET Day) and (b) for all other
purposes, a day (other than a Saturday or Sunday) on which banks generally are
open in Chicago, New York and London for the conduct of substantially all of
their commercial lending activities and interbank wire transfers can be made on
the Fedwire system.

         "Canadian Subsidiary" shall mean R&M Canada or any Wholly Owned
Subsidiary of the Borrower organized and existing under the laws of Canada or
any province thereof.

         "Capital Expenditures" shall mean, for any period, the sum of all
expenditures (whether paid in cash or other consideration or accrued as a
liability) which would, in accordance with GAAP, be included on a consolidated
statement of cash flows of the Borrower and its Consolidated Subsidiaries for
such period as additions to property, plant and equipment, Capital Lease
Obligations or similar items; provided, that, the foregoing shall exclude all
such expenditures to the extent made with insurance proceeds or condemnation
awards as permitted pursuant to Section 6.05(e).

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

                                        4
<PAGE>

         "Capital Stock" of any person shall mean any and all shares,
partnership, limited liability company and other interests, rights to purchase,
warrants, options, participations or other equivalents of or interests in
(however designated) the equity of such person.

         "Carry Over Amount" shall mean, for any Fiscal Year, an amount equal to
the difference between (i) fifty percent (50%) of the Borrower's Consolidated
Net Income for the preceding Fiscal Year and (ii) the aggregate amount of all
assets used to pay dividends on, or repurchase or redeem, the Capital Stock of
the Borrower during such previous Fiscal Year; provided, that, in no event shall
the Carry Over Amount exceed twenty-five percent (25%) of the Borrower's
Consolidated Net Income for such previous Fiscal Year.

         "Cash Equivalents" shall mean:

                  (a)      direct obligations of, or obligations the principal
         of and interest on which are unconditionally guaranteed by, the United
         States of America (or by any agency thereof to the extent such
         obligations are backed by the full faith and credit of the United
         States of America), in each case maturing within 180 days from the date
         of acquisition thereof;

                  (b)      investments in commercial paper maturing within 180
         days from the date of acquisition thereof and having, at such date of
         acquisition, the highest credit rating obtainable from Standard &
         Poor's Rating Service, a division of The McGraw Hill Companies, Inc. or
         from Moody's Investors Service, Inc. respectively;

                  (c)      investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof issued or guaranteed by or placed with, and money
         market deposit accounts issued or offered by, any domestic office of
         any Lender or any commercial bank organized under the laws of the
         United States of America or any State thereof, which has a combined
         capital and surplus and undivided profits of not less than
         $300,000,000;

                  (d)      money market funds substantially all of whose assets
         are comprised of securities of the types described in (a) through (c)
         above;

                  (e)      cash deposits in any deposit account or in any cash
         collateral account with any Lender; and

                  (f)      other investment instruments approved in writing by
         the Administrative Agent and offered by financial institutions which
         have a combined capital and surplus and undivided profits of not less
         than $300,000,000.

         "Cash Tax Expense" shall mean, for any period for any person, the
amount of expense for Federal, state, local and other income taxes of such
person and its Consolidated Subsidiaries, determined on a consolidated basis in
accordance with GAAP (assuming such person was deemed to be the common parent of
an affiliated group (within the meaning of Section 1504 of the Code) of which
only such person and its subsidiaries were members), for such period, but
excluding deferred income tax expense.

                                        5
<PAGE>

         "Change of Control" means and shall be deemed to have occurred on (a)
the date upon which a transaction or event or any series of transactions or
events occurs that is required to be reported on Schedule 13D pursuant to
Section 13(d) of the Exchange Act and the regulations promulgated thereunder,
whereby a person or group, as used for purposes of Section 13(d) of the Exchange
Act (other than M.H.M. & Co., Ltd., an Ohio limited partnership ("M.H.M.")), has
or will become the Beneficial Owner of 30% or more of the outstanding Voting
Shares or the date upon which the Borrower first learns that a person or group
(other than M.H.M.) has or will become the Beneficial Owner of 30% or more of
the outstanding Voting Shares; (b) the date of a change in the composition of
the Board of Directors of the Borrower (the "Board of Directors") such that
individuals who were members of the Board of Directors on the date two years
prior to such change (or who were subsequently elected to fill a vacancy in the
Board of Directors by the affirmative vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such two
year period) no longer constitute a majority of the Board of Directors; (c) the
date either the Board of Directors or shareholders approve a merger or
consolidation of the Borrower with any other person, other than a merger or
consolidation which would result in the Voting Shares outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into Voting Shares of the surviving entity) at least 80% of the
total voting power represented by the Voting Shares of such surviving entity
outstanding immediately after such merger or consolidation; (d) the date either
the Board of Directors or shareholders of the Borrower approve a plan of
liquidation of the Borrower or an agreement for the sale, lease, transfer or
other disposition by the Borrower of all or substantially all the Borrower's
assets, or (e) the date that members of the Murch family, individually or
collectively, no longer are the Beneficial Owners of a majority of the Voting
Stock of M.H.M. For purposes of this definition, "Beneficial Owner" means the
person or group has the power, directly or indirectly, to vote or direct the
vote of, and the power to dispose, or direct the disposition of, Voting Shares
or Voting Stock, as the case may be; "Voting Shares" means the Capital Stock of
the Borrower entitled to vote generally in the election of directors of the
Borrower; and "Voting Stock" means the Capital Stock of M.H.M. entitled to vote
generally on the management and affairs of M.H.M.

         "Charges" shall have the meaning assigned to that term in Section 9.09.

         "Class" shall have the meaning assigned to that term in Section 1.03.

         "Code" shall mean the Internal Revenue Code of 1986, as the same may be
amended from time to time.

         "Collateral" shall mean all the collateral pledged or purported to be
pledged pursuant to any of the Collateral Documents, including all Intercompany
Notes and the Capital Stock of all Restricted Subsidiaries.

         "Collateral Agency Agreement" shall mean the Intercreditor and
Collateral Agency Agreement, dated as of May 15, 1998, among the Borrower, the
Domestic Subsidiaries, the Collateral Agent, the Lenders, the Noteholders, Bank
One Ohio and Nationsbank, N.A., as from time to time amended in accordance with
its terms.

                                        6
<PAGE>

         "Collateral Agent" shall mean Bank One Trust Company, N.A., as
Collateral Agent under the Collateral Agency Agreement, and its successors and
assigns thereunder.

         "Collateral Documents" shall mean the Pledge Agreement, the Collateral
Agency Agreement and all other documents and instruments executed and delivered
pursuant to the terms hereof or thereof in order to secure any Obligations or
perfect any Lien granted for the benefit of the Lenders and the Noteholders
pursuant thereto.

         "Commercial LC" shall mean a Letter of Credit which is the payment
mechanism for a commercial trade transaction.

         "Commitment" shall mean, with respect to any Lender, such Lender's
Revolving Credit Commitment and, in the case of the Swingline Lender, its
Swingline Commitment and, in the case of an Issuing Bank, its Letter of Credit
Commitment.

         "Commonly Controlled Entity" shall mean an entity, whether or not
incorporated, which is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group which includes the Borrower and
which is treated as a single employer under Section 414 of the Code.

         "Confidential Information Memorandum" shall mean the confidential
information memorandum of the Borrower dated September, 2003.

         "Consolidated EBIT" shall mean, for any period for any person,
Consolidated Net Income of such person for such period, plus, to the extent
deducted in computing Consolidated Net Income for such period, (a) the sum of
(i) Consolidated Interest Expense for such period, and (ii) Cash Tax Expense for
such period, minus, to the extent added in computing such Consolidated Net
Income for such period, (b) the sum of (i) any interest income and (ii) any
non-cash income or non-cash gains during such period that requires footnote
disclosure on financial statements, reports or other filings pursuant to or in
accordance with GAAP or applicable SEC regulations, all as determined on a
consolidated basis with respect to such person and its Consolidated Subsidiaries
in accordance with GAAP.

         "Consolidated EBITDA" shall mean, for any period for any person,
Consolidated Net Income of such person for such period, plus, to the extent
deducted in computing such Consolidated Net Income for such period, (a) the sum
of (i) Consolidated Interest Expense for such period, (ii) Cash Tax Expense for
such period, and (iii) depreciation, depletion, amortization of intangibles and
other non-cash charges or non-cash losses, minus, to the extent added in
computing such Consolidated Net Income for such period, (b) the sum of (i) any
interest income, and (ii) any non-cash income or non-cash gains during such
period that requires footnote disclosure on financial statements, reports or
other filings pursuant to or in accordance with GAAP or applicable SEC
regulations, all as determined on a consolidated basis with respect to such
person and its Consolidated Subsidiaries in accordance with GAAP.

         "Consolidated Fixed Charge Coverage Ratio" shall mean, for the Borrower
as of any date, the ratio of (a) Consolidated EBIT for the Reference Period with
respect to such date, to (b) Consolidated Interest Expense for such Reference
Period; provided, that, if, since the beginning of the applicable Reference
Period, (A) the Borrower or any Consolidated Subsidiary has issued

                                       7
<PAGE>

or incurred any Indebtedness that remains outstanding as of the end of such
Reference Period in connection with any Permitted Acquisition or pursuant to
Sections 6.01(d), 6.01(g) or 6.01(j), Consolidated Interest Expense for such
Reference Period shall be calculated after giving effect on a pro forma basis to
(I) such Indebtedness as if such Indebtedness had been issued or incurred on the
first day of such Reference Period and (II) the discharge of any other
Indebtedness repaid, repurchased or otherwise discharged with the proceeds of
such new Indebtedness as if such discharge had occurred on the first day of such
Reference Period, (B) the Borrower or any Consolidated Subsidiary shall have
made any Asset Sale with a net book value in excess of $2,500,000, the
Consolidated EBIT for the applicable Reference Period shall be reduced by an
amount equal to the Consolidated EBIT (if positive) directly attributable to the
assets which are the subject of such Asset Sale for such Reference Period, or
increased by an amount equal to the Consolidated EBIT (if negative), directly
attributable thereto for such Reference Period and Consolidated Interest Expense
for such Reference Period shall be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness of the
Borrower or any Consolidated Subsidiary repaid or otherwise discharged with
respect to the Borrower and its continuing Consolidated Subsidiaries in
connection with such Asset Sale for such Reference Period (or, if the Capital
Stock of any Consolidated Subsidiary is sold, the Consolidated Interest Expense
for such Reference Period directly attributable to the Indebtedness of such
Consolidated Subsidiary to the extent the Borrower and its continuing
Consolidated Subsidiaries are no longer liable for such Indebtedness after such
sale), and (C) the Borrower or any Consolidated Subsidiary shall have made a
Permitted Acquisition, Consolidated EBIT for the applicable Reference Period
shall be calculated after giving pro forma effect thereto as if such Permitted
Acquisition occurred on the first day of such Reference Period. For purposes of
this definition, whenever pro forma effect is to be given to an acquisition of
assets, (i) the amount of income or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness issued or
incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible Financial Officer of the Borrower and (ii) if any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the date of the beginning of the applicable Reference Period had been
the applicable rate for the entire period. Whenever pro forma effect is to be
given to any event or for any Reference Period, the pro forma calculations made
shall be cumulative of all events for which pro forma effect is to be given that
have occurred within or that relate to the applicable Reference Period.

         "Consolidated Interest Expense" shall mean, for any period for any
person, the sum (without duplication) of (a) the gross amount of interest
expense, both expensed and capitalized, of such person and its Consolidated
Subsidiaries, determined on a consolidated basis in accordance with GAAP, for
such period, exclusive of any non-cash interest expense related to original
issue discount notes and pay-in-kind notes, and (b) all amounts paid (net of any
amounts received) by such person and its Consolidated Subsidiaries pursuant to
Interest Rate Protection Agreements for such period.

         "Consolidated Leverage Ratio" shall mean, for the Borrower as of any
date, the ratio of (a) Total Debt on such date to (b) Consolidated EBITDA for
the Reference Period applicable to such date; provided, that, if, since the
beginning of the applicable Reference Period, (A) the Borrower or any
Consolidated Subsidiary has issued or incurred any Indebtedness that remains
outstanding as of the end of such Reference Period in connection with any
Permitted Acquisition

                                        8
<PAGE>

or pursuant to Sections 6.01(d), 6.01(g) or 6.01(j), Consolidated Interest
Expense for such Reference Period shall be calculated after giving effect on a
pro forma basis to (I) such Indebtedness as if such Indebtedness had been issued
or incurred on the first day of such Reference Period and (II) the discharge of
any other Indebtedness repaid, repurchased or otherwise discharged with the
proceeds of such new Indebtedness as if such discharge had occurred on the first
day of such Reference Period, (B) the Borrower or any Consolidated Subsidiary
shall have made any Asset Sale with a net book value in excess of $2,500,000,
the Consolidated EBITDA for such Reference Period shall be reduced by the amount
equal to Consolidated EBITDA (if positive) directly attributable to the assets
which are the subject of such Asset Sale for such Reference Period, or increased
by an amount equal to the Consolidated EBITDA (if negative), directly
attributable thereto for such Reference Period, and Consolidated Interest
Expense for such Reference Period shall be reduced by an amount equal to the
Consolidated Interest Expense directly attributable to any Indebtedness of the
Borrower or any Consolidated Subsidiary repaid or otherwise discharged with
respect to the Borrower and its continuing Consolidated Subsidiaries in
connection with such Asset Sale for such Reference Period (or, if the Capital
Stock of any Consolidated Subsidiary is sold, the Consolidated Interest Expense
for such Reference Period directly attributable to the Indebtedness of such
Consolidated Subsidiary to the extent the Borrower and its continuing
Consolidated Subsidiaries are no longer liable for such Indebtedness after such
sale), and (C) the Borrower or any Consolidated Subsidiary shall have made a
Permitted Acquisition, Consolidated EBITDA for such Reference Period shall be
calculated after giving pro forma effect thereto as if such Permitted
Acquisition occurred on the first day of such Reference Period. For purposes of
this definition, whenever pro forma effect is to be given to an acquisition of
assets, (i) the amount of income or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness issued or
incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible Financial Officer of the Borrower and (ii) if any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the date of the beginning of the applicable Reference Period had been
the applicable rate for the entire period. Whenever pro forma effect is to be
given to any event or for any Reference Period, the pro forma calculations made
shall be cumulative of all events for which pro forma effect is to be given that
have occurred within or that relate to the applicable Reference Period.

         "Consolidated Net Income" shall mean, for any period for any person,
net income or loss of such person and its Consolidated Subsidiaries for such
period determined on a consolidated basis in accordance with GAAP; provided,
that, there shall be excluded from such calculation of net income or loss (a)
the income of any person in which any other person (other than such person or
any of its subsidiaries or any director holding qualifying shares in accordance
with applicable law) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to such person or any of its
Wholly Owned Subsidiaries by such other person during such periods, (b) the
income (or loss) of any other person accrued prior to the date it becomes a
subsidiary of such person or is merged into or consolidated with such person or
any of its subsidiaries or the date that such other person's assets are acquired
by such person or any of its subsidiaries, (c) the income of any subsidiary of
such person to the extent that the declaration or payment of dividends or
similar distributions by such subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation applicable to
that subsidiary, (d) any after-

                                        9
<PAGE>

tax gains attributable to sales of assets out of the ordinary course of
business, (e) (to the extent not included in clauses (a) through (d) above) any
non-cash extraordinary gains, and (f) up to $2,500,000 of cash restructuring
charges which have been previously specifically identified by the Borrower to
the Administrative Agent in writing and which are incurred during Fiscal Year
2004.

         "Consolidated Net Worth" shall mean, as of any date of determination,
the total of all amounts which would in accordance with GAAP be included on a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of such date as stockholder's equity, less any amounts attributable to
Disqualified Stock; provided, that currency translation adjustments otherwise
permitted or required by GAAP shall be disregarded in the computation of
Consolidated Net Worth.

         "Consolidated Subsidiaries" shall mean, for any person, all
subsidiaries of such person that should be consolidated with such person for
financial reporting purposes in accordance with GAAP.

         "Control" shall mean the possession, direct or indirect, of the power
to direct or cause the direction of the management or policies of a person,
whether through the ownership of voting securities, by contract or otherwise,
and "Controlling" and "Controlled" shall have meanings correlative thereto.

         "Convertible Debt" shall mean the Borrower's 8.0% Convertible
Subordinated Notes due January 31, 2008 originally issued in an aggregate
principal amount equal to $40,000,000 pursuant to the Indenture dated as of
February 10, 2003 between the Borrower and U.S. Bank National Association, as
Trustee.

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

         "Determination Date" shall mean:

                  (a)      in connection with the issuance of, or participation
         in, any Foreign Currency Letter of Credit, the Business Day of such
         issuance or participation;

                  (b)      in connection with any extension of any Foreign
         Currency Letter of Credit, the Business Day of such extension;

                  (c)      the date of any reduction of the Revolving Credit
         Commitments pursuant to the terms of Section 2.10;

                  (d)      for purposes of Section 2.12(c), the last Business
         Day of each calendar month;

                  (e)      in connection with the origination of any new Foreign
         Currency Revolving Loan, the Business Day which is the earliest of the
         date such loan is made or the date the interest rate is set, as
         applicable; or

                                       10
<PAGE>

                  (f)      in connection with any extension, conversion, or
         continuation of any Foreign Currency Revolving Loan, the last Business
         Day of each month or the Business Day which is the earlier of the date
         such Loan is extended, converted or continued, or the date the interest
         rate is set, as applicable, in connection with any extension,
         conversion or continuation.

         "Disqualified Stock" of any person shall mean (a) any Capital Stock of
such person or any subsidiary of such person which by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable or
exercisable), upon the happening of any event or otherwise (i) matures or is
mandatorily redeemable or subject to any mandatory repurchase requirement,
pursuant to a sinking fund obligation or otherwise, (ii) is convertible into or
exchangeable or exercisable for Indebtedness or Disqualified Stock, or (iii) is
redeemable or subject to any repurchase requirement exercisable at the option of
the holder thereof, in whole or in part, in each case on or prior to the first
anniversary of the Revolving Credit Maturity Date (or, if earlier, the first
anniversary of the date on which all the Obligations have been indefeasibly paid
in full in cash and the Commitments have been terminated) and (b) any Preferred
Stock of a subsidiary of such person.

         "Dollar Amount" shall mean (a) with respect to dollars or an amount
denominated in dollars, such amount and (b) with respect to an amount of any
Foreign Currency or an amount denominated in such Foreign Currency, the Dollar
Equivalent of such amount on the applicable date of determination.

         "Dollar Equivalent" shall mean, on any date, with respect to an amount
denominated in a Foreign Currency, the amount of dollars into which the
Administrative Agent could, in accordance with its practice from time to time in
the interbank foreign exchange market, convert such amount of such Foreign
Currency at its spot selling rate of exchange effective for that date for the
immediate exchange of such currencies (inclusive of all reasonable related costs
of conversion, if any are actually incurred, and based on the market rates
available to Administrative Agent) applicable to the relevant transaction at or
about 11:00 a.m., Applicable Time, on such date.

         "dollars" or "$" shall mean lawful money of the United States of
America.

         "Domestic Subsidiary" shall mean any Subsidiary incorporated or
organized under the laws of the United States of America, any state thereof or
the District of Columbia; provided, that, for purposes of this Amended
Agreement, Robbins & Myers International Sales Company, Inc., a U.S. Virgin
Islands Corporation, shall not be considered a Domestic Subsidiary.

         "Eastern Standard Time" shall mean Eastern Standard Time or, if
applicable, Daylight Savings Time in the eastern time zone in which Dayton, Ohio
is located.

         "Effective Date" shall have the meaning assigned to such term in
Section 4.01.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as the same may be amended from time to time.

                                       11
<PAGE>

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

         "Eurodollar Borrowing," shall mean a Borrowing (including a Foreign
Currency Borrowing) comprised of Revolving Loans bearing interest at a rate
based on the Adjusted LIBO Rate.

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

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Excluded Taxes" shall have the meaning assigned to such term in
Section 2.20(a).

         "Existing Credit Agreement" shall mean the Second Amended and Restated
Credit Agreement dated as of January 9, 2002 among the Borrower, the lenders
named therein, Bank One, as Administrative Agent and as an Issuing Bank, Harris
Trust and Savings Bank, National City Bank and Wachovia Bank, N.A., as
Co-Syndication Agents, and The Bank of Nova Scotia, as Documentation Agent and
as an Issuing Bank, as amended and in effect on the date hereof prior to giving
effect hereto.

         "Existing Lenders" means Lenders party to the Existing Credit Agreement
as of the date hereof.

         "Existing Letter of Credit" means the "Letters of Credit" issued
pursuant to the Existing Agreement and identified on Schedule 1.02 hereto.

         "'Facility Fee" shall have the meaning assigned to that term in Section
2.06(a).

         "Fair Market Value" shall mean with respect to any Permitted
Acquisition, the value that would be obtained in an arm's-length transaction
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer.

         "Federal Funds Effective Rate" shall mean, for any day, an interest
rate per annum equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published for such day by the Federal Reserve Bank of
New York, or, if such rate is not so published for such 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 it.
Each change in the Federal Funds Effective Rate shall be effective on the date
thereof, without notice to the Borrowers.

         "Fee Letter" shall have the meaning assigned to such term in Section
2.06(c).

         "Fees" shall mean the Facility Fees, the Letter of Credit Fees, the
Fronting Fees and the other fees payable pursuant to the Fee Letter.

                                       12
<PAGE>

         "Financial Officer" of any corporation shall mean the chief financial
officer, principal accounting officer or similar officer of such corporation.

         "Fiscal Year" shall mean, when used with respect to any year, the
Fiscal Year of the Borrower ending on August 31 of such year.

         "Foreign Currency" shall mean (a) (i) with respect to the Bank One
Foreign Currency Letters of Credit issued to collateralize Indebtedness
permitted pursuant to Section 6.01(n), Canadian dollars, Swiss francs, British
pounds sterling and Euros and (ii) with respect to the Other Foreign Currency
Letters of Credit, such currencies (other than dollars) as may be agreed upon by
the Issuing Banks and the Borrower, from time to time, and (b) with respect to
Foreign Currency Revolving Loans, Euros, Swiss francs, British pounds sterling
and Canadian dollars.

         "Foreign Currency Borrowing" shall mean a Borrowing comprised of
Foreign Currency Revolving Loans.

         "Foreign Currency Equivalent" shall mean, on any date, with respect to
an amount denominated in dollars, the amount of any applicable Foreign Currency
into which the Administrative Agent could, in accordance with its practice from
time to time in the interbank foreign exchange market, convert such amount of
dollars at its spot rate of exchange (inclusive of all reasonable related costs
of conversion, if any are actually incurred) applicable to the relevant
transaction at or about 11:00 a.m., Applicable Time, on such date.

         "Foreign Currency Letter of Credit Exposure" shall mean all Letter of
Credit Exposure attributable to Foreign Currency Letters of Credit.

         "Foreign Currency Letters of Credit" shall mean, collectively, the Bank
One Foreign Currency Letters of Credit and Other Foreign Currency Letters of
Credit.

         "Foreign Currency Revolving Loan" shall have the meaning assigned to
such term in Section 2.03.

         "Foreign Subsidiary" shall mean any Subsidiary which is not a Domestic
Subsidiary (including, without limitation, Robbins & Myers International Sales
Company, Inc.).

         "Fronting Fee" shall have the meaning assigned to such term in Section
2.06(b).

         "Fund" shall mean any person (other than a natural person) that is (or
will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business.

         "GAAP" shall mean United States generally accepted accounting
principles, applied on a consistent basis.

         "German Subsidiary" shall mean Pfaudler or any other Wholly Owned
Subsidiary of the Borrower organized and existing under the laws of Germany.

                                       13
<PAGE>

         "Governmental Authority" shall mean any Federal, state, local or
foreign governmental department, commission, board, bureau, authority, agency,
court, instrumentality or judicial or regulatory body or entity.

         "Guarantee" of or by any person shall mean any obligation, contingent
or otherwise, of such person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other person (the "primary obligor") in any
manner, whether directly or indirectly, and including any obligation of such
person, direct or indirect, (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or to purchase (or to advance
or supply funds for the purchase of) any security for the payment of such
Indebtedness, (b) to purchase property, securities or services for the purpose
of assuring the owner of such Indebtedness of the payment of such Indebtedness
or (c) to maintain working capital, equity capital or other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness; provided, that, the term Guarantee shall not
include endorsements for collection or deposit, in either case in the ordinary
course of business.

         "Guarantee Agreement" shall mean the Amended and Restated Guarantee
Agreement dated as of May 15, 1998 among the Domestic Subsidiaries, the
Collateral Agent, and Bank One Ohio, as amended from time to time.

         "Guaranteed Debt" shall have the meaning assigned to such term in
Section 10.01.

         "Guarantor" shall mean any guarantor under the Guarantee Agreement.

         "Hazardous Materials" shall have the meaning assigned to such term in
Section 3.17.

         "Indebtedness" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or with respect to deposits or
advances of any kind made with or to such person, (b) all obligations of such
person evidenced by bonds, debentures, notes or similar instruments (other than
obligations under surety bonds incurred in the ordinary course of business), (c)
all obligations of such person upon which interest charges are customarily paid,
(d) all obligations of such person under conditional sale or other title
retention agreements relating to property or assets purchased by such person,
(e) all obligations of such person issued or assumed as the deferred purchase
price of property or services, (f) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
person, whether or not the obligations secured thereby have been assumed, (g)
all Guarantees by such person of Indebtedness of others, (h) all Capital Lease
Obligations of such person, (i) all obligations of such person in respect of
Interest Rate Protection Agreements, (j) all obligations of such person,
contingent or otherwise, as an account party in respect of letters of credit and
bankers' acceptances and (k) all obligations of such person to contribute money
or other property to any other person. The Indebtedness of any person shall
include, without duplication, the Indebtedness of any partnership in which such
person is a general partner and of any trust or other entity formed or utilized
in connection with a securitization of assets of such person. Notwithstanding
the foregoing, the Indebtedness of any person shall exclude all trade accounts
payable, customer advance payments, and accrued expenses determined in
accordance with GAAP and all of which arise or are incurred in the ordinary
course of business.

                                       14
<PAGE>

         "Indemnified Party" shall have the meaning assigned to such term in
Section 9.05(b).

         "Indemnity, Subrogation and Contribution Agreement" shall mean the
Indemnity, Subrogation and Contribution Agreement dated as of May 15, 1998 among
the Borrower and the Domestic Subsidiaries, as amended from time to time.

         "Intercompany Indebtedness" shall mean Indebtedness of the Borrower or
any Subsidiary to (a) any Wholly Owned Subsidiary that is a Domestic Subsidiary
or (b) the Borrower.

         "Intercompany Notes" shall mean the promissory notes issued as
contemplated by Sections 6.01(c) and 6.04(b), in the form attached hereto as
Exhibit C.

         "Interest Payment Date" shall mean, with respect to any Loan, all of
the following to the extent applicable: (a) the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part, (b) if such Loan is
part of any Eurodollar Borrowing with an Interest Period of more than three
months' duration, each day that would have been an Interest Payment Date had
successive Interest Periods of three months' duration been applicable to such
Borrowing, (c) if such Loan is part of any Eurodollar Borrowing, the date of any
repayment or prepayment of the Borrowing of which such Loan is a part, (d) if
such Loan is a part of any ABR Borrowing, the date of any prepayment of the
Borrowing required pursuant to the terms of Section 2.12 and (e) any conversion
of any Eurodollar Borrowing to any ABR Borrowing.

         "Interest Period" shall mean (a) as to any Eurodollar Borrowing the
period commencing on the date of such Borrowing or on the last day of the
immediately preceding Interest Period applicable to such Borrowing, as the case
may be, and ending on the numerically corresponding day (or, if there is no
numerically corresponding day, on the last day) in the calendar month that is 1,
2, 3 or 6 months thereafter, as the Borrower may elect, subject to the
availability thereof, as determined by the Administrative Agent, and (b) as to
any ABR Borrowing (including any ABR Borrowing comprised of Swingline Loans),
the period commencing on the date of such Borrowing or on the last day of the
immediately preceding Interest Period applicable to such Borrowing, as the case
may be, and ending on the earliest of (i) the next succeeding March 31, June 30,
September 30 or December 31, (ii) the Revolving Credit Maturity Date and (iii)
the date such Borrowing is prepaid in accordance with Section 2.12; provided,
that, if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless, in
the case of a Eurodollar Borrowing only, such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end on
the next preceding Business Day. Interest shall accrue from and including the
first day of an Interest Period to, but excluding, the last day of such Interest
Period.

         "Interest Rate Protection Agreement" shall mean any interest rate swap,
foreign currency exchange agreement, collar, cap or other arrangement requiring
payments contingent upon interest rates.

         "Issuing Bank" shall mean individually and collectively, as applicable,
each of Bank One and The Bank of Nova Scotia in their capacity as issuers of
Letters of Credit and their successors in such capacity and, with respect to any
particular Letter of Credit, shall mean whichever of the foregoing is the actual
or proposed issuer thereof.

                                       15
<PAGE>

         "Italian Subsidiary" shall mean any Wholly Owned Subsidiary of the
Borrower organized and existing under the laws of Italy.

         "Judgment Currency" shall have the meaning assigned to such term in
Section 9.17.

         "Judgment Currency Conversion Date" shall have the meaning assigned to
such term in Section 9.17.

         "Lender" shall mean each financial institution listed on the signature
pages hereof, each assignee which becomes a Lender pursuant to Section 9.04(c),
and their respective successors (including the Swingline Lender).

         "Letter of Credit Availability Period" shall mean the period from and
including the Effective Date to but excluding the earlier of (a) the date five
Business Days prior to the Revolving Credit Maturity Date and (b) the
termination of the Revolving Credit Commitments of the Lenders in accordance
with the terms hereof.

         "Letter of Credit Commitment" shall mean the commitment of the Issuing
Banks to issue Letters of Credit pursuant to Section 2.23.

         "Letter of Credit Disbursement" shall mean a payment or disbursement
made by the Issuing Bank pursuant to a Letter of Credit.

         "Letter of Credit Exposure" shall mean at any time an amount equal to
the sum of (a) the Dollar Amount of the aggregate undrawn amount of all
outstanding Letters of Credit, plus (b) the aggregate amount of the Dollar
Amount of all Letter of Credit Disbursements not yet reimbursed by the Borrower
as provided in Section 2.23. The Letter of Credit Exposure of any Lender at any
time shall mean its Applicable Percentage of the aggregate Letter of Credit
Exposure at such time.

         "Letter of Credit Fee" shall have the meaning assigned to that term in
Section 2.06(b)(i).

         "Letters of Credit" shall mean any and all letters of credit issued
pursuant to Section 2.23.

         "LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for
the relevant Interest Period, the applicable British Bankers' Association LIBOR
rate for deposits in the applicable currency as reported by any generally
recognized financial information service as of 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, and having a
maturity equal to such Interest Period, provided that, if no such British
Bankers' Association LIBOR rate is available, the applicable LIBO Rate for the
relevant Interest Period shall instead be the rate determined by the
Administrative Agent to be the rate at which Bank One or one of its Affiliate
Banks offers to place deposits in the applicable currency with first-class banks
in the London interbank market at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, in the approximate
amount of Bank One's relevant LIBOR Loan and having a maturity equal to such
Interest Period.

         "LIBOR Loan" shall mean any Revolving Loan bearing interest at a rate
determined by reference to the Adjusted LIBO Rate in accordance with the
provisions of Article II.

                                       16
<PAGE>

         "Lien" shall mean, with respect to any asset, any mortgage, deed of
trust, lien, pledge, easement, restriction, restrictive covenant, lease,
sublease, option, charge, security interest or encumbrance of any kind in
respect of such asset. For purposes hereof, the Borrower or any Subsidiary shall
be deemed to own subject to a lien any asset which it has acquired or holds
subject to the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset.

         "Loan Documents" shall mean this Amended Agreement, the Notes, the
Letters of Credit, the Guarantee Agreement, the Indemnity, Subrogation and
Contribution Agreement, the Intercompany Notes, the Collateral Documents, the
Borrower's Consent and Agreement, the Subsidiaries' Consent and Agreement, any
Interest Rate Protection Agreements entered into by the Borrower with any Lender
or Affiliate thereof as permitted hereunder and any Supplemental Agreements.

         "Loan Party" shall have the meaning assigned to such term in Section
9.17.

         "Loans" shall mean any or all of the Revolving Loans and the Swingline
Loans.

         "Mandatory Costs" shall mean the cost, expressed as an incremental per
annum addition to the interest rate charged with respect to each LIBOR Loan,
determined by the Administrative Agent as being imputed to a Lender in
compliance with any (a) mandatory liquid asset requirements of the Bank of
England and/or the Financial Services Authority (or other United Kingdom
governmental authorities or agencies) and (b) reserve asset requirements of the
European Central Bank.

         "Margin Stock" shall have the meaning assigned to such term under
Regulation U.

         "Material Adverse Change" shall mean a material adverse change in the
business, assets, liabilities, financial condition, prospects or results of
operations of Borrower and the Subsidiaries, taken as a whole.

         "Material Adverse Effect" shall mean (a) a materially adverse effect on
the material existing agreements and relationships, business, financial
condition or results of operations of the Borrower and the Subsidiaries, taken
as a whole, (b) a material impairment of the ability of the Borrower or any of
the Subsidiaries to perform its material obligations under any Loan Document to
which it is or will be a party or (c) a material impairment of the rights of or
benefits available to the Lenders or the Collateral Agent under any Loan
Document. In determining whether any individual event would result in a Material
Adverse Effect, notwithstanding that such event does not itself have such
effect, a Material Adverse Effect shall be deemed to have occurred if the
cumulative effect of such event and all other then existing events would result
in a Material Adverse Effect.

         "Material Contracts" shall have the meaning assigned to such term in
Section 3.10(a).

         "Maximum Rate" shall have the meaning assigned to such term in Section
9.09.

         "Mexican Subsidiary" shall mean Pfaudler S.A. de C.V., a Mexican
corporation.

                                       17
<PAGE>

         "Minimum Compliance Level" has the meaning set forth in Section
6.13(c).

         "Multiemployer Plan" shall mean a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

         "Net Aggregate Commitment" shall mean, at any time, the Aggregate
Commitment at such time less the Reserve at such time.

         "Net Cash Proceeds" shall mean, with respect to any event, an amount
equal to (a) the gross cash proceeds (including insurance proceeds and
condemnation awards in the case of any casualty) actually paid to or actually
received by or on behalf of the Borrower or any Subsidiary from or in respect of
such event (including cash received as proceeds from any noncash consideration
received in respect of any such event), less (b) the sum of (i) any expenses
reasonably incurred by the Borrower and the Subsidiaries in respect of such
event, including, in the case of a sale or issuance of Capital Stock,
underwriters' fees, discounts or commissions and, in the case of a disposition
of assets or properties, commissions, (ii) in the case of a disposition of
assets or properties subject to such event, amounts required to be applied to
repay Indebtedness (other than Loans) associated with the assets or properties
and (iii) in the case of a disposition of assets or properties, taxes paid or
payable by the Borrower and the Subsidiaries (as determined reasonably and in
good faith by a Financial Officer of the Borrower) in respect of such event.

         "New Lending Office" shall have the meaning assigned to such term in
Section 2.20(f).

         "Non-U.S. Lender" shall have the meaning assigned to such term in
Section 2.20(g).

         "Noteholders" shall mean the owners of the Senior Notes.

         "Notes" shall mean the Revolving Credit Notes and the Swingline Note.

         "Obligation Currency" shall have the meaning assigned to such term in
Section 9.17.

         "Obligations" shall mean (a) the Borrowers' obligations in respect of
the due and punctual payment of principal of and interest (including interest
accruing after the filing of a petition initiating any proceeding referred to in
paragraph (g) or (h) of Article VII of this Amended Agreement) on the Loans and
all amounts drawn under the Letters of Credit, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise, (b) all Fees, expenses, indemnities and expense reimbursement
obligations of the Borrowers under the Existing Agreement, this Amended
Agreement, the Fee Letter, or any other Loan Document and (c) all other
obligations, monetary or otherwise, of the Borrowers or any of the Subsidiaries
under any Loan Document to which it is a party, in each case, whether now owing
or hereafter existing.

         "Officer's Certificate" shall mean, as to any corporation, a
certificate executed on its behalf by the Chairman of the Board of Directors (if
an officer) or its President or one of its Vice Presidents and its Treasurer, or
Controller, or one of its Assistant Treasurers or Assistant Controllers, and, as
to any partnership, a certificate executed on behalf of such partnership by its

                                       18
<PAGE>

general partner in a manner which would qualify such certificate as an Officer's
Certificate of such general partner hereunder.

         "Original Credit Agreement" shall mean the Amended and Restated Credit
Agreement dated as of November 25, 1997 among the Borrower, the lenders named
therein, Bank One Ohio, as Administrative Agent and Issuing Bank, and
NationsBank, N.A., as Documentation and Syndication Agent, as amended, modified
or supplemented from time to time.

         "Other Foreign Currency Letters of Credit" shall mean, collectively,
Letters of Credit, issued in a Foreign Currency (other than Bank One Foreign
Currency Letters of Credit) and issued pursuant to Section 2.23(a)(ii).

         "Other Taxes" shall have the meaning assigned to that term in Section
2.20(b).

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA or any successor thereto.

         "Permitted Acquisition" shall have the meaning assigned to that term in
Section 6.04(g).

         "Permitted Indebtedness" shall mean Indebtedness permitted pursuant to
Section 6.01.

         A "person" shall mean any natural person, corporation, business trust,
joint venture. association, company, limited liability company, partnership,
government (or any agency or political subdivision thereof) or other entity.

         "Pfaudler" shall mean Pfaudler-Werke GMBH, a German limited liability
company.

         "Plan" shall mean at a particular time, any employee benefit plan which
is covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

         "Pledge Agreement" shall mean the Amended and Restated Pledge and
Security Agreement among the Borrower, the Domestic Subsidiaries, the Collateral
Agent and the Administrative Agent dated as of May 15, 1998 as amended from time
to time.

         "Preferred Stock", as applied to the Capital Stock of any corporation,
shall mean Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

         "Pricing Schedule" shall mean the Schedule attached hereto identified
as such.

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

                                       19
<PAGE>

         "Purchase Money Indebtedness" shall mean Indebtedness of the Borrower
or any Subsidiary in respect of which a Lien described in Section 6.02(i) is
incurred.

         "Qualified Acquisition Subsidiary" shall mean (i) any Domestic
Subsidiary, (ii) any Foreign Subsidiary that is a Restricted Subsidiary as long
as the Administrative Agent shall have received an opinion of counsel in form,
content and as to counsel reasonably satisfactory to the Administrative Agent
stating that the Administrative Agent, on behalf of the Lenders, has a valid,
perfected and first priority security interest, pursuant to the Pledge
Agreement, in the applicable percentage of the Capital Stock of that Subsidiary
as required by the Pledge Agreement, (iii) R&M UK as long as the Administrative
Agent shall have received an opinion of counsel in form, content and as to
counsel reasonably satisfactory to the Administrative Agent stating that the
Administrative Agent, on behalf of the Lenders, has a valid, perfected and first
priority security interest, pursuant to the Pledge Agreement, in the applicable
percentage of the Capital Stock of the parent or parents of R&M UK (whether
directly or indirectly), as required or contemplated by the Pledge Agreement,
and (iv) the Mexican Subsidiary, as long as the Administrative Agent shall have
received an opinion of counsel in form, content and as to counsel reasonably
satisfactory to the Administrative Agent stating that the Administrative Agent,
on behalf of the Lenders, has a valid, perfected and first priority security
interest, pursuant to the Pledge Agreement, in the applicable percentage of the
Capital Stock of the parent or parents of the Mexican Subsidiary (whether
directly or indirectly), as required or contemplated by the Pledge Agreement.

         "R&M Canada" shall mean Robbins & Myers Canada Ltd., a corporation
organized and existing under the laws of Canada.

         "R&M UK" shall mean Robbins & Myers U.K. Limited, an English
corporation.

         "Reference Period" with respect to any date shall mean the period of
four consecutive fiscal quarters of the Borrower immediately preceding such date
or, if such date is the last day of a fiscal quarter, ending on such date.

         "Register" shall have the meaning assigned to such term in Section
9.04(d).

         "Regulation U" shall mean Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "Regulation X" shall mean Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

         "Reportable Event" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the PBGC has waived either
the 30-day notice period or the penalty for failure to give notice.

         "Required Financial Statements" shall mean, with respect to any period,
the financial statements of the Borrower for such period required under Section
5.04.

         "Required Lenders" shall mean, at any time, Lenders holding Loans
(excluding Swingline Loans), Letter of Credit Exposure, and Swingline Exposure
and having Revolving

                                       20
<PAGE>

Credit Commitments representing in the aggregate at least 51% of the sum at such
time of (a) the aggregate principal Dollar Amount of the Loans outstanding
(excluding Swingline Loans), (b) the aggregate Dollar Amount of Letter of Credit
Exposure, (c) the aggregate amount of Swingline Exposure and (d) the aggregate
amount of unused Revolving Credit Commitments.

         "Reserve" shall mean (a) $0 at any time prior to February 28, 2006 and
(b) at any time after February 28, 2006, the then outstanding principal amount
of the Romaco Notes.

         "Responsible Officer" of any person shall mean and include the
president, chief executive officer, chief operating officer, any financial
officer, any vice president, the general counsel or any other senior officer of
such person (or, in the case of a partnership. of a general partner thereof).

         "Restricted Subsidiary" shall mean (i) all Domestic Subsidiaries of the
Borrower, none of the Capital Stock of which is owned by Unrestricted
Subsidiaries and (ii) all Foreign Subsidiaries of the Borrower, all of the
Capital Stock of which is owned directly by the Borrower or a Wholly Owned
Domestic Subsidiary, or any subsidiary described in clauses (i) or (ii) that is
formed or acquired after the date hereof; provided, that, nothing in this
definition shall be deemed to permit any such formation or acquisition of a
subsidiary. Each of such Domestic and Foreign Subsidiaries existing as of the
Effective Date are listed on Schedule 1.01.

         "Revolving Credit Availability Period" shall mean the period from and
including the Effective Date to but excluding the termination of the Revolving
Credit Commitments of the Lenders in accordance with the terms hereof.

         "Revolving Credit Borrowing" shall mean a Borrowing comprised of
Revolving Loans.

         "Revolving Credit Commitment" shall mean, with respect to each Lender,
the commitment of such Lender to make Revolving Loans hereunder as set forth on
Schedule 2.02(a), or in the Assignment and Acceptance pursuant to which such
Lender assumed its Revolving Credit Commitment, as applicable, as the same may
be reduced or increased from time to time pursuant to the terms hereof.

         "Revolving Credit Facility" shall mean the Revolving Loans, the
Swingline Loans and the Letters of Credit provided or participated in by the
Lenders to the Borrowers pursuant to this Amended Agreement and the other Loan
Documents.

         "Revolving Credit Maturity Date" shall mean October 6, 2006.

         "Revolving Credit Notes" shall mean a promissory notes of the
Borrowers, substantially in the form of Exhibit A-1 hereto, evidencing Revolving
Loans.

         "Revolving Loan Exposure" shall have the meaning assigned to such term
in Section 2.12(c).

         "Revolving Loans" shall mean the revolving loans made by the Lenders to
the Borrowers pursuant to Section 2.02(a) of this Amended Agreement. Such
Revolving Loans shall consist of U.S. Dollar Revolving Loans and Foreign
Currency Revolving Loans. Each U.S. Dollar

                                       21
<PAGE>

Revolving Loan shall be a LIBOR Loan or an ABR Loan. Each Foreign Currency
Revolving Loan shall be a LIBOR Loan.

         "Romaco Notes" shall mean the five year subordinated notes with an
outstanding aggregate principal balance as of August 31, 2003 of eur 20,642,662
due August 31, 2006 issued to Brian Fenwick-Smith pursuant to the Stock Purchase
Agreement dated August 10, 2001 among Robbins & Myers Holdings, Inc., the
Borrower and Brian Fenwick-Smith.

         "SEC" shall mean the Securities and Exchange Commission, and any
successor thereto.

         "Secured Parties" shall mean (a) the Lenders and the Issuing Banks, (b)
the Administrative Agent in its capacity as such under each Loan Document, (c)
each Lender with which the Borrower enters into an Interest Rate Protection
Agreement pursuant to this Amended Agreement, in its capacity as a party to such
agreement, (d) the beneficiaries of each indemnification obligation undertaken
by the Borrower or any of the Subsidiaries under any Loan Document, (e) the
Noteholders and (f) the successors and assigns of the foregoing.

         "Senior Notes" shall mean the senior secured notes of the Borrower
issued pursuant to the Senior Note Purchase Agreement.

         "Senior Note Purchase Agreement" shall mean, collectively, the separate
note purchase agreements dated May 1, 1998 pursuant to which the Borrower issued
up to $100,000,000 principal amount of the Senior Notes, together with all other
documents related thereto.

         "Shareholder" shall mean, as of any date, any person or "group" (within
the meaning of Rule 13d-3 under the Exchange Act) (a) which beneficially owns as
of such date Capital Stock of the Borrower (or of any person Controlling the
Borrower) representing 5% or more of the aggregate ordinary voting power of all
the outstanding Capital Stock of the Borrower (or of such person Controlling the
Borrower) and (b) of which the Borrower has knowledge.

         "Shortfall Amount" shall have the meaning assigned to such term in
Section 2.10(e).

         "Single Employer Plan" shall mean any Plan which is covered by Title IV
of ERISA, but which is not a Multiemployer Plan.

         "Solvent" shall have the meaning assigned to such term in Section
3.19(a).

         "Standby LC" shall mean a Letter of Credit which is not a Commercial
LC.

         "Statutory Reserves" shall mean a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board and any other domestic banking authority (and with
respect to any Non-U.S. Lender, any foreign banking authority) to which the
Administrative Agent or any Lender (including any branch, Affiliate or other
fronting office making or holding a Loan) is subject for Eurocurrency
Liabilities (as defined in Regulation D of the Board). Such reserve percentages
shall include those imposed pursuant to such Regulation D. LIBOR Loans shall be
deemed to constitute Eurocurrency Liabilities and to be subject to

                                       22
<PAGE>

such reserve requirements without benefit of or credit for proration, exemptions
or offsets which may be available from time to time to any Lender under such
Regulation D. Statutory Reserves shall be adjusted automatically on and as of
the effective date of any change in any reserve percentage.

         "Subordinated Notes" shall mean (i) the $40,000,000 8.0% Convertible
Subordinated Notes due January 31, 2008, and all documents and instruments
pursuant to which they were issued or related in any way thereto, and (ii) the
Romaco Notes and all documents and instruments pursuant to which they were
issued or related in any way thereto.

         The term "subsidiary" shall mean, with respect to any person (referred
to in this definition as the "parent"), any corporation, partnership,
association or other business entity (a) of which Capital Stock representing
more than 50% of the aggregate ordinary voting power or more than 50% of the
ownership interests is, at the time any determination is being made, owned,
Controlled or held, or (b) which is, at the time any determination is made,
otherwise Controlled, by (i) the parent, (ii) one or more subsidiaries of the
parent or (iii) the parent and one or more subsidiaries of the parent.

         "Subsidiary" shall mean the subsidiaries of the Borrower existing as of
the Effective Date and listed on Schedule 3.08 and other subsidiaries of the
Borrower that are permitted to be created or acquired hereafter pursuant to the
express terms of this Amended Agreement.

         "Subsidiary Borrower" shall mean Robbins & Myers Finance Europe B.V., a
Netherlands corporation.

         "Subsidiaries' Consent and Agreement" shall mean the Subsidiaries'
Consent and Agreement dated as of the Effective Date among the Domestic
Subsidiaries, the Lenders and the Administrative Agent in the form attached
hereto as Exhibit B-2.

         "Supplemental Agreement" shall mean an agreement among a Subsidiary,
the Collateral Agent and the Administrative Agent in the form attached hereto as
Exhibit G, as amended from time to time.

         "Swingline Borrowing" shall mean a Borrowing comprised of Swingline
Loans.

         "Swingline Commitment" shall mean the commitment of the Swingline
Lender to make loans pursuant to Section 2.02(c) and Section 2.22, as the same
may be reduced from time to time pursuant to Section 2.10.

         "Swingline Exposure" shall mean at any time the aggregate principal
amount at such time of all outstanding Swingline Loans. The Swingline Exposure
of any Lender at any time shall equal its Applicable Percentage of the aggregate
Swingline Exposure at such time.

         "Swingline Lender" shall mean Bank One, and its successors in such
capacity.

         "Swingline Loans" shall mean any loan made by the Swingline Lender
pursuant to Section 2.02(c) and 2.22.

                                       23
<PAGE>

         "Swingline Note" shall mean a promissory notes of the Borrower,
substantially in the form of Exhibit A-2 hereto, evidencing Swingline Loans.

         "TARGET" means Trans-European Automated Real-time Gross Settlement
Express Transfer payment system.

         "TARGET Day" means any day on which the TARGET payment system is open
for the settlement of payments in Euros.

         "Taxes" shall have the meaning assigned to such term in Section
2.20(a).

         "Total Debt" shall mean, without duplication, as of any date, the
aggregate amount of (a) all Revolving Loans, Letters of Credit and Swingline
Loans outstanding as of such date and (b) all other Indebtedness (other than (i)
Interest Rate Protection Agreements permitted by Section 6.01(h), (ii) the
obligations of Pfaudler with respect to its unfunded German pension plan and
(iii) post retirement obligations of the Borrower and the Domestic Subsidiaries)
of the Borrower and its Consolidated Subsidiaries as of such date, determined on
a consolidated basis in accordance with GAAP; provided, that the amount of Total
Debt outstanding at any time shall be deemed reduced by an amount equal to the
amount by which the aggregate amount of cash and Cash Equivalents of the
Borrower and its Subsidiaries at such time exceeds $10,000,000.

         "Transferee" shall have the meaning assigned to such term in Section
2.20(a).

         "Type" shall have the meaning assigned to such term in Section 1.03.

         "UK Subsidiary" shall mean R&M UK or any other Wholly Owned Subsidiary
of the Borrower organized and existing under the laws of England.

         "U.S. Dollar Borrowing" shall mean a Borrowing consisting of U.S.
Dollar Revolving Loans.

         "U.S. Dollar Revolving Loan" shall have the meaning assigned to such
term in Section 2.03(a).

         "Unrestricted Subsidiary" shall mean any Subsidiary other than a
Restricted Subsidiary.

         "Voting Stock" shall have the meaning assigned to such term in the
definition of "Change of Control".

         "Wholly Owned Subsidiary" shall mean, at any time, any Subsidiary, all
of the Capital Stock of which is at such time directly or indirectly owned by
the Borrower.

         SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
All references herein to Articles, Sections, Exhibits and Schedules shall be
deemed references to Articles and Sections of, and Exhibits and Schedules to,
this Amended Agreement

                                       24
<PAGE>

unless the context shall otherwise require. Unless otherwise expressly provided
herein, all terms of an accounting or financial nature used herein shall be
interpreted in accordance with GAAP, as in effect from time to time; provided,
that, for purposes of (a) making any calculation contemplated by the provisions
of Article II and (b) determining compliance with any covenant set forth in
Article VI, such terms shall be construed in accordance with GAAP as in effect
on the date of this Amended Agreement applied on a basis consistent with the
application used in preparing the audited financial statements of the Borrower
referred to in Section 3.05.

         SECTION 1.03. Types of Borrowings. The term "Borrowing" refers to the
portion of the aggregate principal amount of Loans of any Class outstanding
hereunder which bears interest of a specific Type and for a specific Interest
Period pursuant to a notice of Borrowing pursuant to Section 2.04. Each Lender's
ratable share of each Borrowing is referred to herein as a separate "Loan".
Borrowings and Loans hereunder are distinguished by "Class" and "Type". The
"Class" of a Loan or of a Commitment to make such a Loan or of a Borrowing
comprising such Loans refers to whether such Loan is a Revolving Loan or a
Swingline Loan. The "Type" of a Loan refers to whether a Revolving Loan is an
ABR Loan or a LIBOR Loan. Borrowings and Loans may (but need not) be identified
both by Class and Type (e.g. a "LIBOR Revolving Loan" is a Loan which is both a
Revolving Loan and a LIBOR Loan).

                                   ARTICLE II.

                                   THE CREDITS

         SECTION 2.01. Revolving Credit Facility. The Lenders hereby establish
in favor of the Borrowers a revolving credit facility consisting of Revolving
Loans, Swingline Loans and Letters of Credit on the terms and conditions set
forth in this Amended Agreement.

         SECTION 2.02. Commitment to Make Loans.

                  (a)      Subject to the terms and conditions and relying upon
         the representations and warranties herein set forth, each Lender
         agrees, severally and not jointly, to make Revolving Loans to the
         Borrowers, at any time and from time to time during the Revolving
         Credit Availability Period, in an aggregate principal amount at any one
         time outstanding not to exceed the excess, if any, of such Lender's
         Revolving Credit Commitment set forth opposite its name on Schedule
         2.02(a) (as the same may be reduced or increased from time to time
         pursuant to the terms hereof) over its Applicable Percentage of the sum
         of the Dollar Amount of outstanding and unpaid Revolving Loans at such
         time, plus the Dollar Amount of its Letter of Credit Exposure at such
         time, plus its Swingline Exposure at such time; provided, that, (i) the
         aggregate outstanding principal Dollar Amount of Foreign Currency
         Revolving Loans together with the aggregate Dollar Amount of Letter of
         Credit Exposure in respect of Foreign Currency Letters of Credit shall
         not exceed $75,000,000 at any time, (ii) the aggregate principal Dollar
         Amount of Letter of Credit Exposure shall not exceed the limits
         applicable thereto as set forth in Section 2.23, (iii) the aggregate
         outstanding principal amount of Swingline Loans shall not exceed the
         limits set forth in Section 2.02(c), (iv) the Aggregate Outstanding
         Credit Exposure shall not exceed the Net Aggregate Commitment and (v)
         the aggregate outstanding principal Dollar Amount of Loans made to the
         Subsidiary

                                       25
<PAGE>

         Borrower plus the aggregate Letter of Credit Exposure of the Lenders in
         respect of Letters of Credit issued for the account of the Subsidiary
         Borrower shall not exceed $50,000,000.

                  (b)      The Borrowers may borrow, pay or prepay and reborrow
         Revolving Loans during the Revolving Credit Availability Period, within
         the limits set forth in Section 2.02(a) and upon the other terms and
         subject to the other conditions and limitations set forth herein.

                  (c)      Subject to the terms and conditions and relying on
         the representations and warranties herein set forth, the Swingline
         Lender agrees to make loans to the Borrower, from time to time during
         the Revolving Credit Availability Period, in an aggregate principal
         amount at any one time outstanding not to exceed the lesser of (i)
         $10,000,000 and (ii) the excess, if any, of Net Aggregate Commitment at
         such time over the Aggregate Outstanding Credit Exposure at such time.
         Each Swingline Loan shall be in a principal amount that is an integral
         multiple of $100,000.

         SECTION 2.03. Loans.

                  (a)      Each Loan (other than Swingline Loans) shall be made
         as part of a Borrowing consisting of Loans made by the Lenders ratably
         in accordance with their respective Revolving Credit Commitments based
         on their Applicable Percentage; provided, that, the failure of any
         Lender to make any Loan shall not in itself relieve any other Lender of
         its obligation to lend hereunder (it being understood, however, that no
         Lender shall be responsible for the failure of any other Lender to make
         any Loan required to be made by such other Lender). Subject to the
         terms and conditions contained herein, funds advanced by the Lenders
         pursuant to any Revolving Loan may be in U.S. dollars (a "U.S. Dollar
         Revolving Loan") or a Foreign Currency (a "Foreign Currency Revolving
         Loan"). The Loans comprising any Borrowing made in U.S. Dollars (other
         than a Borrowing comprised of Swingline Loans) shall be in an aggregate
         principal amount which is (i) an integral multiple of $100,000 and not
         less than $500,000 in the case of LIBOR Loans and (ii) an integral
         multiple of $100,000 in the case of ABR Loans. Each Borrowing
         consisting of Foreign Currency Revolving Loans shall be in a minimum
         aggregate principal Dollar Amount equal to the applicable Foreign
         Currency Equivalent of approximately $1,000,000 and integral multiples
         of the applicable Foreign Currency Equivalent of approximately $500,000
         in excess thereof. At no time shall the aggregate outstanding principal
         Dollar Amount of Foreign Currency Revolving Loans exceed $75,000,000.

                  (b)      A particular Borrowing (other than a Borrowing
         comprised of Swingline Loans) shall consist solely of ABR Loans or
         LIBOR Loans as the Borrower may request pursuant to Section 2.04;
         provided, that, if an Event of Default or Default shall have occurred
         and be continuing (i) the Borrower shall not be entitled to request any
         LIBOR Loans and (ii) no Loans of any Type shall be made unless such
         Event of Default or Default shall have been waived in accordance with
         Section 9.08(b); provided, that, the Administrative Agent shall not be
         deemed liable to the Lenders for disbursing Loan proceeds received from
         a Lender if the Administrative Agent had no knowledge of the

                                       26
<PAGE>

         existence of a Default or Event of Default. Each Lender may at its
         option fulfill its Commitment with respect to any LIBOR Loan by causing
         any domestic or foreign branch or Affiliate of such Lender to make such
         Loan; provided, that, any exercise of such option shall not affect the
         obligation of the Borrowers to repay such Loan in accordance with the
         terms of this Amended Agreement and any applicable Note. Borrowings of
         more than one Type and LIBOR Loans bearing interest for more than one
         specific Interest Period may be outstanding at the same time; provided,
         that, the Borrower shall not be entitled to request any Borrowing or
         any continuation or conversion thereof which, if made, would result in
         an aggregate of more than ten separate LIBOR Loans of any Lender being
         outstanding hereunder at any one time. For purposes of the foregoing,
         Loans having different Interest Periods, regardless of whether they
         commence on the same date, shall be considered separate Loans.

                  (c)      All Swingline Loans shall be ABR Loans. No Swingline
         Loan shall be a LIBOR Loan.

                  (d)      (i) Subject to Section 2.03(h), each Lender shall
         make each U.S. Dollar Revolving Loan to be made by it hereunder on the
         proposed date thereof by wire transfer of immediately available funds
         to the Administrative Agent in the Applicable Office, not later than
         4:00 p.m., Applicable Time, and the Administrative Agent shall by 6:00
         p.m., Applicable Time, credit or wire transfer the amounts so received
         to an account in the name of the applicable Borrower maintained with
         the Administrative Agent or, if a Borrowing shall not occur on such
         date because any condition precedent herein specified shall not have
         been met, return the amounts so received to the respective Lenders.

                           (ii)     Subject to Section 2.03(h), each Lender
                  shall make each Foreign Currency Revolving Loan to be made by
                  it hereunder on the proposed date thereof by wire transfer of
                  immediately available funds to the Administrative Agent by
                  1:00 p.m., Applicable Time in the place where such deposit is
                  required to be made pursuant to Section 2.19, for payments by
                  the Borrowers, of same day funds in the applicable Foreign
                  Currency. Such deposit will be made to such accounts in the
                  primary market for such Foreign Currencies as the
                  Administrative Agent shall specify from time to time by notice
                  to the Lenders. To the extent funds are received from the
                  Lenders, the Administrative Agent shall promptly make such
                  funds available by wire transfer to such accounts as the
                  Borrower shall have specified to the Administrative Agent. If
                  Foreign Currency Revolving Loans shall not occur on such date
                  because any condition precedent herein specified shall not
                  have been met, the Administrative Agent shall return the
                  amounts received from Lenders in accordance with this
                  paragraph to the respective Lenders.

                  (e)      If the Administrative Agent has not received from the
         applicable Borrower the payment required by Section 2.23(g) by 2:00
         p.m., Eastern Standard Time, on the date of notice from the Issuing
         Bank that payment of a draft presented under any Letter of Credit has
         been or will be made, as provided in Section 2.23(g), the
         Administrative Agent will promptly notify the Issuing Bank and each
         Lender of the Letter of Credit Disbursement and the currency in which
         such disbursement is denominated and, in the

                                       27
<PAGE>

         case of each Lender, its pro rata portion of such Letter of Credit
         Disbursement. Not later than 2:00 p.m., Eastern Standard Time, on the
         next Business Day, each Lender shall make available its pro rata share
         (based on such Lender's Applicable Percentage) of such Letter of Credit
         Disbursement in the currency of such disbursement, in funds immediately
         available in Chicago, Illinois, to the Administrative Agent at its
         address set forth in Section 9.01, and the Administrative Agent will
         promptly make such funds available to the Issuing Bank. The
         Administrative Agent will promptly remit to each Lender that shall have
         made such funds available its pro rata portion (based on such Lender's
         Applicable Percentage) of any amounts subsequently received by the
         Administrative Agent from the applicable Borrower in respect of such
         Letter of Credit Disbursement in the currency in which it was received.

                  (f)      Unless the Administrative Agent shall have received
         notice from a Lender prior to the date of any Borrowing, or prior to
         the time of any required payment by any Lender in respect of a Letter
         of Credit Disbursement, that such Lender will not make available to the
         Administrative Agent such Lender's portion of such Borrowing or
         payment, the Administrative Agent may assume that such Lender has made
         such portion available to the Administrative Agent on the date of such
         Borrowing or payment in accordance with Section 2.03(a), and the
         Administrative Agent may, in reliance upon such assumption, make
         available to the Borrowers or the Issuing Bank, as the case may be, on
         such date a corresponding amount. If and to the extent that such Lender
         shall not have made such portion available to the Administrative Agent,
         such Lender and the Borrowers severally agree to repay to the
         Administrative Agent forthwith on demand such corresponding amount (or
         in the case of any Foreign Currency Revolving Loan, the Dollar
         Equivalent thereof) together with interest thereon, for each day from
         the date such amount is made available to the Borrowers or the Issuing
         Bank (or, if the Administrative Agent and the Issuing Bank are the same
         person, from the date of such payment in respect of a Letter of Credit
         Disbursement), as applicable, until the date such amount is repaid to
         the Administrative Agent at, (i) in the case of the Borrowers, the
         interest rate applicable thereto pursuant to Section 2.07 or 2.23(g),
         as applicable, and (ii) in the case of such Lender, the Federal Funds
         Effective Rate. If such Lender shall repay to the Administrative Agent
         such corresponding amount in respect of a Borrowing, such amount shall
         constitute such Lender's Loan as part of such Borrowing for purposes of
         this Amended Agreement.

                  (g)      Notwithstanding any other provision of this Amended
         Agreement, the Borrowers shall not be entitled to request any
         Eurodollar Borrowing if the Interest Period requested with respect
         thereto would end after the Revolving Credit Maturity Date. Any
         Revolving Credit Borrowing which cannot be refinanced as a Eurodollar
         Borrowing by reason of the preceding sentence shall be automatically
         converted at the end of the Interest Period in effect for such
         Borrowing into an ABR Borrowing.

                  (h)      The Borrowers may refinance all or any part of any
         Revolving Credit Borrowing with a Revolving Credit Borrowing of the
         same or a different Type, upon the terms and subject to the conditions
         and limitations set forth in this Amended Agreement. Any Revolving
         Credit Borrowing or part thereof so refinanced shall be deemed for all
         purposes to be simultaneously repaid or prepaid in accordance with
         Section 2.05 or 2.13,

                                       28
<PAGE>

         as applicable, with the proceeds of a new Revolving Credit Borrowing
         and the proceeds of such new Revolving Credit Borrowing (to the extent
         they do not exceed the principal amount of the Borrowing being
         refinanced) shall not be paid by the Lenders to the Administrative
         Agent or by the Administrative Agent to the Borrowers pursuant to
         Section 2.03(d).

         SECTION 2.04. Notice of Borrowings.

                  (a)      U.S. Dollar Borrowings. In order to request a
         Borrowing (other than a Swingline Loan) consisting of U.S. Dollar
         Revolving Loans, a Borrower shall give the Administrative Agent written
         or telecopy notice (or telephone notice promptly confirmed in writing
         or by telecopy) at the Applicable Office (a) in the case of a
         Eurodollar Borrowing, not later than 12:00 noon, Applicable Time, three
         Business Days before a proposed Borrowing and (b) in the case of an ABR
         Borrowing, not later than 12:00 noon, Applicable Time, on the Business
         Day of a proposed Borrowing. Any such notice of Borrowing shall be
         irrevocable, shall be substantially in the form of Exhibit H-1 hereto
         and shall in each case refer to this Amended Agreement and specify (i)
         whether the Borrowing then being requested is to be a Eurodollar
         Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which
         shall be a Business Day) and the amount thereof; and (iii) if such
         Borrowing is to be a Eurodollar Borrowing, the Interest Period with
         respect thereto. If no election as to the Type of Borrowing is
         specified in any such notice, then the requested Borrowing shall be an
         ABR Borrowing. If no Interest Period with respect to any Eurodollar
         Borrowing is specified in any such notice, then such Borrower shall be
         deemed to have selected an Interest Period of one month's duration. If
         such Borrower shall not have given notice in accordance with this
         Section 2.04(a) of its election to refinance a Revolving Credit
         Borrowing prior to the end of the Interest Period in effect for such
         Borrowing, then such Borrower shall (unless such Borrowing is repaid at
         the end of such Interest Period) be deemed to have given notice of an
         election to refinance such Borrowing with an ABR Borrowing. The
         Administrative Agent shall promptly, but no later than 2:00 p.m.
         Applicable Time, on the day it receives a notice hereunder from a
         Borrower, advise the applicable Lenders of any notice given pursuant to
         this Section 2.04(a) and of each Lender's portion of the requested
         Borrowing.

                  (b)      Foreign Currency Borrowings. In order to request a
         Borrowing consisting of Foreign Currency Revolving Loans, a Borrower
         shall give the Administrative Agent written or telecopy notice (or
         telephone notice promptly confirmed in writing or by telecopy) at the
         Applicable Office, not later than 12:00 noon, Applicable Time, five
         Business Days before a proposed Borrowing. Any such notice of Borrowing
         shall be irrevocable and shall be substantially in the form of Exhibit
         H-2 hereto and shall in each case refer to this Amended Agreement and
         specify (i) that a Borrowing consisting of Foreign Currency Revolving
         Loans is requested, (ii) the date of the requested Borrowing (which
         shall be a Business Day), (iii) the requested Foreign Currency, (iv)
         the aggregate principal amount requested to be borrowed and (v) the
         Interest Period(s) therefor. If such Borrower shall fail to specify in
         any such notice of Borrowing an applicable Interest Period, then such
         notice shall be deemed to be a request for an Interest Period of one
         month. The Administrative Agent shall give notice to each Lender
         promptly upon receipt of each such Notice of Borrowing pursuant to this
         Section 2.04(b), the contents thereof

                                       29
<PAGE>

         and the amount equal to each such Lender's Revolving Credit Commitment
         of the Borrowing to be made pursuant thereto.

         SECTION 2.05. Noteless Agreement; Repayment of Loans.

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

                  (b)      The Administrative Agent shall maintain accounts in
         which it will record (i) the amount of each Loan made hereunder, the
         applicable currency and Type thereof and the Interest Period with
         respect thereto, (ii) the amount of any principal or interest due and
         payable or to become due and payable from the Borrowers to each Lender
         hereunder, (iii) the original stated amount of each Letter of Credit
         and (iv) the amount of Letter of Credit Exposure outstanding at any
         time, and the amount of any sum received by the Administrative Agent
         hereunder from the Borrowers and each Lender's share thereof.

                  (c)      The entries maintained in the accounts maintained
         pursuant to paragraphs (a) and (b) above shall be prima facie evidence
         of the existence and amounts of the Obligations therein recorded;
         provided, that the failure of the Administrative Agent or any Lender to
         maintain such accounts or any error therein shall not in any manner
         affect the obligation of the Borrowers to repay the Obligations in
         accordance with their terms.

                  (d)      Any Lender may request that its Loans be evidenced by
         a Revolving Credit Note. In such event, the Borrowers shall prepare,
         execute and deliver to such Lender a Note payable to the order of such
         Lender in the form of Exhibit A-1 hereto. Thereafter, the Loans
         evidenced by such Revolving Credit Note and interest thereon shall at
         all times (including after any assignment pursuant to Section 9.04) be
         represented by one or more Notes payable to the order of the payee
         named therein or any assignee pursuant to Section 9.04, except to the
         extent that any such Lender or assignee subsequently returns any such
         Note for cancellation and requests that such Loans once again be
         evidenced as described in paragraphs (a) and (b) above.

                  (e)      The Swingline Loans made by the Swingline Lender
         shall, if so requested by the Swingline Lender, be evidenced by a
         Swingline Note, duly executed and delivered on behalf of the Borrower,
         substantially in the form attached hereto as Exhibit A-2, with the
         blanks appropriately filled, payable to the order of the Swingline
         Lender in a principal amount equal to the Swingline Commitment. The
         Swingline Lender shall, and is hereby authorized by the Borrower to,
         endorse on the schedule attached to the Swingline Note (or on a
         continuation of such schedule attached to the Swingline Note and made a
         part thereof), or otherwise to record in the Swingline Lender's
         internal records, an appropriate notation evidencing the date and
         amount of each applicable Swingline Loan from the Swingline Lender,
         each payment and prepayment of principal of any Swingline Loan, each
         payment of interest on any such Loan and the other information provided
         for on such schedule; provided, that, the failure of the Swingline
         Lender to make such a notation

                                       30
<PAGE>

         or any error therein shall not affect the obligation of the Borrower to
         repay the Swingline Loans made by the Swingline Lender in accordance
         with the terms of this Amended Agreement and the Swingline Note.

                  (f)      The outstanding principal balance of each Revolving
         Loan shall be payable on the last day of the Interest Period applicable
         to such Revolving Loan and on the Revolving Credit Maturity Date and
         shall bear interest as set forth in Section 2.07. All principal of, and
         interest on, all Loans shall be paid or repaid, as the case may be, in
         the applicable currency in which such Loan was made.

                  (g)      The outstanding principal balance of each Swingline
         Loan shall be payable on the last day of the Interest Period applicable
         to such Swingline Loan and on the Revolving Credit Maturity Date and
         shall bear interest as set forth in Section 2.07.

         SECTION 2.06. Fees.

                  (a)      The Borrower shall pay to the Administrative Agent
         for the account of each Lender, on the last day of March, June,
         September and December in each year and on the date on which the
         Revolving Credit Commitment of such Lender shall expire or be
         terminated as provided herein, a facility fee (a "Facility Fee") at a
         per annum rate equal to the Applicable Facility Fee Rate on the total
         Revolving Credit Commitment (as the same may be reduced from time to
         time pursuant to Section 2.10) of such Lender during the preceding
         quarter (or shorter period commencing with the Effective Date or ending
         with the date on which the Revolving Credit Commitment of such Lender
         shall be terminated). All Facility Fees shall be computed on the basis
         of the actual number of days elapsed in a year of 360 days. The
         Facility Fees due to each Lender shall commence to accrue on the
         Effective Date and cease to accrue on the date on which the Revolving
         Credit Commitment of such Lender shall be terminated as provided
         herein.

                  (b)      The Borrower shall pay to the Administrative Agent
         (i) for the account of each Lender, in arrears on the last day of
         March, June, September and December of each year and on the date on
         which the Revolving Credit Commitment of such Lender shall expire or be
         terminated as provided herein, a letter of credit fee (a "Letter of
         Credit Fee") equal to (A) such Lender's Applicable Percentage of the
         Dollar Amount of the average daily undrawn stated amount of each Letter
         of Credit (such Dollar Amount for any given day, in the case of Foreign
         Currency Letters of Credit, to be determined by reference to the
         exchange rate most recently used by the Administrative Agent in
         determining the Dollar Amount of such Letter of Credit) multiplied by
         (B) a per annum rate equal to the Applicable LC Fee Rate in effect from
         time to time during such period, and (ii) with regard to all Letters of
         Credit, for the account of the applicable Issuing Bank, in arrears on
         the last day of March, June, September and December of each year, a
         fronting fee (the "Fronting Fee") of 0.125% per annum on the Dollar
         Amount of the average daily undrawn stated amount of each Letter of
         Credit (such Dollar Amount for any given day, in the case of Foreign
         Currency Letters of Credit, to be determined by reference to the
         exchange rate most recently used by the Administrative Agent in
         determining the Dollar Amount of such Letter of Credit) and any other
         customary fees of the applicable Issuing Bank charged in connection
         with the issuance, amendment or transfer of any Letter of

                                       31
<PAGE>

         Credit or any Letter of Credit Disbursement by such Issuing Bank. All
         Letter of Credit Fees and Fronting Fees shall be computed on the basis
         of the actual number of days elapsed in a year of 360 days.

                  (c)      The Borrower agrees to pay to the Administrative
         Agent, for its own account, the fees set forth in the Fee Letter dated
         August 26, 2003 among BOCM, the Administrative Agent and the Borrower
         and in the applicable provisions of the Commitment Letter dated such
         date among such parties (together, the "Fee Letter") in the amounts and
         on the dates provided in the Fee Letter. Such fees shall be in addition
         to reimbursement of the Administrative Agent's reasonable out-of-pocket
         expenses.

                  (d)      All Fees shall be paid on the dates due immediately
         available funds. Once paid, none of the Fees shall be refundable under
         any circumstances (absent manifest error).

         SECTION 2.07. Interest on Loans.

                  (a)      Subject to the provisions of Section 2.08, each
         Revolving Loan and each Swingline Loan comprising an ABR Borrowing
         shall bear interest for each day from the date such Loan is made until
         it is paid in full (computed on the basis of the actual number of days
         elapsed over a year of 365 or 366 days, as the case may be when
         determined by reference to the Prime Rate) at a rate per annum equal to
         the Alternate Base Rate plus the Applicable Margin. So long as any ABR
         Borrowing is outstanding, the Administrative Agent shall promptly
         notify the Borrower of any change in the Prime Rate.

                  (b)      Subject to the provisions of Section 2.08, each
         Revolving Loan comprising a Eurodollar Borrowing shall bear interest
         for each day from the date such Loan is made until it is paid in full
         (computed on the basis of the actual number of days elapsed over a year
         of 360 days, except for interest on Loans denominated in British pounds
         sterling which shall be calculated for actual days elapsed on the basis
         of a 365 day year or otherwise in accordance with relevant market
         practice) at a rate per annum equal to the Adjusted LIBO Rate for the
         Interest Period in effect for such Borrowing, plus the Applicable LIBOR
         Margin in effect from time to time for such Class of Loan.

                  (c)      Interest on each Loan shall be payable on the
         Interest Payment Dates applicable to such Loan, except as otherwise
         provided in this Amended Agreement. The applicable Alternate Base Rate
         or Adjusted LIBO Rate for each Interest Period or day within an
         Interest Period, as the case may be, shall be determined by the
         Administrative Agent in good faith, and such determination shall be
         conclusive absent manifest error.

         SECTION 2.08. Default Interest. If and for so long as any Event of
Default shall have occurred and be continuing, interest shall accrue, to the
extent permitted by applicable law, on the outstanding amount of all Obligations
during the period from (and including) the date of such Event of Default to (but
not including) the date of actual payment (after as well as before judgment) at
(a) in the case of principal of or interest on any Loan, the rate per annum
(computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be, when determined by reference to the Prime Rate
and over a year of 360 days at all other

                                       32
<PAGE>

times) applicable to such Loan during such period pursuant to Section 2.07, plus
2.00% or (b) in the case of any other amount, a rate per annum (computed on the
basis of the actual number of days elapsed over a year of 365 or 366 days, as
the case may be, when determined by reference to the Prime Rate and over a year
of 360 days at all other times) equal to the rate applicable to ABR Loans during
such period pursuant to Section 2.07, plus 2.00%. The Borrowers shall pay all
such accrued but unpaid interest from time to time upon demand.

         SECTION 2.09. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
reasonably determined that deposits in the principal amounts in the relevant
currency of the Loans comprising such Borrowing are not generally available in
the applicable interbank market, or that the rates at which such deposits are
being offered will not adequately and fairly reflect the cost to the Lenders of
making or maintaining LIBOR Loans during such Interest Period, or that
reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the
Administrative Agent shall, as soon as practicable thereafter, give written or
telecopy notice of such determination to the Borrower and the Lenders. In the
event of any such determination, any request by the Borrower for a Eurodollar
Borrowing pursuant to Section 2.04 or 2.11 shall, until the Administrative Agent
shall have advised the Borrower and the Lenders that the circumstances giving
rise to such notice no longer exist, be deemed to be a request for an ABR
Borrowing. Each determination by the Administrative Agent hereunder shall be
conclusive absent manifest error.

         SECTION 2.10. Termination and Reduction of Commitments; Increase of
Commitments.

                  (a)      The Revolving Credit Commitments and the Swingline
         Commitment shall be automatically terminated at 5:00 p.m., Eastern
         Standard Time, on the Revolving Credit Maturity Date.

                  (b)      Upon at least three Business Days' prior irrevocable
         written or telecopy notice to the Administrative Agent, the Borrower
         may at any time in whole permanently terminate, or in part permanently
         reduce, the Revolving Credit Commitments; provided, that, (i) each
         partial reduction of the Revolving Credit Commitments shall be in a
         minimum aggregate principal amount which is an integral multiple of
         $1,000,000, and (ii) the aggregate of Revolving Credit Commitments
         shall not be reduced to an amount that is less than the Dollar Amount
         of all aggregate Letter of Credit Exposure at that time.

                  (c)      [Reserved].

                  (d)      Each reduction in the Revolving Credit Commitments
         shall be made ratably among the Lenders in accordance with their
         respective Revolving Credit Commitments and each such reduction shall
         proportionately reduce the Swingline Commitment. The Borrower shall pay
         to the Administrative Agent for the account of the Lenders, on the date
         of each termination or reduction of the Revolving Credit Commitments,
         the Facility Fees on the amount of the Revolving Credit Commitments so
         terminated or reduced accrued to the date of such termination or
         reduction.

                                       33
<PAGE>

                  (e)      To the extent that the Aggregate Commitment on the
         Effective Date is less than $150,000,000 (the amount of any such
         shortfall being the "Shortfall Amount"), the Borrower may, at its
         option, on up to two occasions, seek to increase the Aggregate
         Commitment by up to the Shortfall Amount (resulting in a maximum
         Aggregate Commitment of $150,000,000) upon at least three (3) Business
         Days' prior written notice to the Administrative Agent, which notice
         shall specify the amount of any such increase, shall be delivered at a
         time when no Default or Event of Default has occurred and is continuing
         and may not be delivered if the Borrower has previously terminated a
         portion of the Revolving Credit Commitment pursuant to Section 2.10(b)
         hereof. The Borrower may, after giving such notice, offer the increase
         (which may be declined by any Lender in its sole discretion) in the
         Aggregate Commitment on either a ratable basis to the Lenders or on a
         non pro-rata basis to one or more Lenders and/or to other lenders or
         entities reasonably acceptable to the Administrative Agent. No increase
         in the Aggregate Commitment shall become effective until the existing
         or new Lenders extending incremental Revolving Credit Commitment
         amounts and the Borrower shall have delivered to the Administrative
         Agent a document in form reasonably satisfactory to the Administrative
         Agent pursuant to which any such existing Lender states the amount of
         its Revolving Credit Commitment increase, any such new Lender states
         its Revolving Credit Commitment amount and agrees to assume and accept
         the obligations and rights of a Lender hereunder and the Borrower
         accepts such incremental Revolving Credit Commitments. The Lenders (new
         or existing) shall accept an assignment from the existing Lenders, and
         the existing Lenders shall make an assignment to the new or existing
         Lender accepting a new or increased Revolving Credit Commitment, of an
         interest in then outstanding extensions of credit hereunder such that,
         after giving effect thereto, all credit exposure hereunder (other than
         Swingline Loans as to which no participation notice pursuant to Section
         2.22(c) has been delivered) is held (directly or indirectly) ratably by
         the Lenders in proportion to their respective Revolving Credit
         Commitments. Assignments pursuant to the preceding sentence shall be
         made in exchange for the principal amount assigned plus accrued and
         unpaid interest and Facility Fees and Letter of Credit Fees. The
         Borrower shall make any payments under Section 2.16 resulting from such
         assignments. Any such increase of the Aggregate Commitment shall be
         subject to receipt by the Administrative Agent from the Borrower of
         such supplemental opinions, resolutions, certificates and other
         documents as the Administrative Agent may reasonably request.

         SECTION 2.11. Conversion and Continuation Options. Except with respect
to Borrowings comprised of Swingline Loans, as to which this Section 2.11 shall
not apply, a Borrower shall have the right at any time upon prior irrevocable
notice to the Administrative Agent at the Applicable Office (a) not later than
12:00 noon, Applicable Time, on the day of conversion, to convert any Eurodollar
Borrowing (other than a Foreign Currency Revolving Loan) into an ABR Borrowing,
(b) not later than 12:00 noon, Applicable Time, three Business Days prior to
conversion or continuation, to convert any ABR Borrowing into a Eurodollar
Borrowing or to continue any Eurodollar Borrowing (other than a Foreign Currency
Revolving Loan) as a Eurodollar Borrowing for an additional Interest Period, (c)
not later than 12:00 noon, Applicable Time, three Business Days prior to
conversion, to convert the Interest Period with respect to any Eurodollar
Borrowing (other than a Foreign Currency Revolving Loan) to another permissible
Interest Period, (d) not later than 12:00 noon, Applicable Time, five Business
Days

                                       34
<PAGE>

prior to conversion or continuation, to convert the Interest Period with respect
to any Foreign Currency Revolving Loan to another permissible Interest Period or
to continue any Foreign Currency Revolving Loan as a Foreign Currency Revolving
Loan for an additional Interest Period, subject in each case to the following:

                           (i)      each conversion or continuation shall be
                  made pro rata among the Lenders in accordance with the
                  respective principal amounts of the Loans comprising the
                  converted or continued Borrowing;

                           (ii)     the aggregate principal amount of such
                  Borrowing converted into or continued as (A) a Eurodollar
                  Borrowing in dollars, shall be an integral multiple of
                  $100,000 and not less than $500,000, (B) a Eurodollar
                  Borrowing in a Foreign Currency shall be an integral multiple
                  of the applicable Foreign Currency Equivalent of approximately
                  $500,000 and not less than the applicable Foreign Currency
                  Equivalent of approximately $1,000,000, or (C) an, ABR
                  Borrowing, shall be the lesser of (I) the remaining
                  outstanding principal amount of such Borrowing and (II) an
                  integral multiple of $100,000;

                           (iii)    each conversion or continuation shall be
                  effected by each Lender by applying the proceeds of the new
                  Loan of such Lender resulting from such conversion or
                  continuation to the Loan (or portion thereof) of such Lender
                  being converted or continued;

                           (iv)     accrued interest on a LIBOR Loan (or portion
                  thereof) being converted or continued shall be paid by the
                  Borrowers at the time of conversion;

                           (v)      if any Eurodollar Borrowing is converted or
                  continued at a time other than the end of the Interest Period
                  applicable thereto, the Borrowers shall pay, upon demand, any
                  amounts due to the Lenders pursuant to Section 2.16;

                           (vi)     any portion of a Borrowing maturing or
                  required to be repaid in less than one month may not be
                  converted into or continued as a Eurodollar Borrowing;

                           (vii)    any portion of a Eurodollar Borrowing (other
                  than a Eurodollar Borrowing in a Foreign Currency) which
                  cannot be converted into or continued as a Eurodollar
                  Borrowing by reason of clause (vi) above shall be
                  automatically converted at the end of the Interest Period in
                  effect for such Borrowing into an ABR Borrowing;

                           (viii)   Foreign Currency Revolving Loans may not be
                  converted into ABR Loans pursuant to this Section 2.11; and

                           (ix)     Foreign Currency Revolving Loans in a
                  particular Foreign Currency may not be converted into or
                  continued as Foreign Currency Revolving Loans of any other
                  Foreign Currency pursuant this Section 2.11.

                                       35
<PAGE>

         Each notice pursuant to this Section 2.11 shall be irrevocable, shall
be in substantially the form of Exhibit H-1 hereto or, if the request involves a
Foreign Currency Revolving Loan, Exhibit H-2 hereto, and shall in each case
refer to this Amended Agreement and specify (I) the principal amount, the Class,
the Type and, in the case of a Eurodollar Borrowing, the Interest Period of the
Borrowing that the Borrower requests be converted or continued, (II) whether
such Borrowing is to be converted to or continued as a Eurodollar Borrowing or
an ABR Borrowing, (III) if such notice requests a conversion, the date of such
conversion (which shall be a Business Day) and (IV) if such Borrowing is to be
converted to or continued as a Eurodollar Borrowing, the Interest Period with
respect thereto. If no Interest Period is specified in any such notice with
respect to any conversion to or continuation as a Eurodollar Borrowing, the
Borrowers shall be deemed to have selected an Interest Period of one month's
duration. The Administrative Agent shall advise the other Lenders of any notice
given pursuant to this Section 2.11 and of each Lender's portion of any
converted or continued Borrowing. If the Borrower shall not have given notice in
accordance with this Section 2.11 to continue any Borrowing into a subsequent
Interest Period (and shall not otherwise have given notice in accordance with
this Section 2.11 to convert such Borrowing), such Borrowing shall, at the end
of the Interest Period applicable thereto (unless repaid pursuant to the terms
hereof), automatically be continued into a new Interest Period as an ABR
Borrowing, unless such Borrowing is a Foreign Currency Borrowing, in which case
such Borrowing shall be automatically continued as a Foreign Currency Borrowing
in the same Foreign Currency for an Interest Period of one month.

         SECTION 2.12. Mandatory Repayments and Prepayments.

                  (a)      On the Revolving Credit Maturity Date, all Revolving
         Credit Borrowings and all Swingline Borrowings shall be due and payable
         to the extent not previously paid and all Letter of Credit Exposure (if
         any) shall be terminated or cash collateralized in a manner
         satisfactory to the Administrative Agent.

                  (b)      [Reserved].

                  (c)      In the event and on each occasion that the sum of (i)
         the aggregate outstanding principal Dollar Amount of Revolving Loans,
         (ii) the aggregate Dollar Amount of all Letter of Credit Exposure, and
         (iii) the aggregate Swingline Exposure (collectively, the "Revolving
         Loan Exposure") exceeds the Net Aggregate Commitment (or $50,000,000
         with respect to all Loans made to, and Letter of Credit Exposure of,
         the Subsidiary Borrower) at such time, the Borrowers shall immediately
         prepay Revolving Loans such that the aggregate Dollar Amount of all
         Revolving Loan Exposure is equal to or less than the Net Aggregate
         Commitment (or $50,000,000 with respect to all Loans made to, and
         Letter of Credit Exposure of, the Subsidiary Borrower). In addition, on
         the last day of each calendar month, or on any other Determination
         Date, the Borrowers shall pay or prepay outstanding Foreign Currency
         Revolving Loans to the extent, if necessary, so that (i) the Dollar
         Amount (determined as of such date) of all aggregate Revolving Loan
         Exposure is equal to or less than the Net Aggregate Commitment (or
         $50,000,000 with respect to all Loans made to, and Letter of Credit
         Exposure of, the Subsidiary Borrower) at that time and (ii) the Dollar
         Amount of the aggregate outstanding principal amount of such Foreign
         Currency Revolving Loans together with the Dollar Amount of the
         outstanding Letter of Credit Exposure in respect of Foreign Currency
         Letters of

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<PAGE>

         Credit shall not exceed $75,000,000 (or $50,000,000 with respect to all
         Loans made to, and Letter of Credit Exposure of, the Subsidiary
         Borrower). In addition, in the event that on the last day of any
         calendar month or on any other Determination Date, the Dollar Amount of
         the Foreign Currency Letter of Credit Exposure resulting from the Bank
         One Foreign Currency Letters of Credit exceeds $50,000,000, then the
         Borrower shall cash collateralize Foreign Currency Letter of Credit
         Exposure resulting from the Bank One Foreign Currency Letters of Credit
         (in each instance, in dollars or in a Foreign Currency reasonably
         required by the Issuing Bank) to the extent, if necessary, so that (i)
         the Dollar Amount (determined as of such date) of all aggregate
         Revolving Loan Exposure is equal to or less than the Net Aggregate
         Commitment at that time and (ii) the Dollar Amount (determined as of
         such date) of all Foreign Currency Letter of Credit Exposure resulting
         from the Bank One Foreign Currency Letters of Credit is equal to or
         less than $50,000,000 (and thereupon such cash shall be deemed to
         reduce the Letter of Credit Exposure for purposes of this Section
         2.12(c)). In the event that on the last day of any calendar month or on
         any other Determination Date, the Dollar Amount of the aggregate Letter
         of Credit Exposure resulting from Letters of Credit issued in dollars
         and Other Foreign Currency Letters of Credit, exceeds $75,000,000 (or
         $50,000,000 with respect to all Loans made to, and Letter of Credit
         Exposure of, the Subsidiary Borrower), then the Borrower shall cash
         collateralize such Letter of Credit Exposure (in each instance, in
         dollars or in a Foreign Currency reasonably required by the
         Administrative Agent) to the extent, if necessary, so that (i) the
         Dollar Amount (determined as of such date) of all aggregate Revolving
         Loan Exposure is equal to or less than the Net Aggregate Commitment (or
         $50,000,000 with respect to all Loans made to, and Letter of Credit
         Exposure of, the Subsidiary Borrower) at that time and (ii) the Dollar
         Amount (determined as of such date) of all aggregate Letter of Credit
         Exposure resulting from Letters of Credit issued in dollars and Other
         Foreign Currency Letters of Credit is equal to or less than $75,000,000
         (or $50,000,000 with respect to all Loans made to, and Letter of Credit
         Exposure of, the Subsidiary Borrower) (and thereupon such cash shall be
         deemed to reduce the Letter of Credit Exposure for purposes of this
         Section 2.12(c)).

                  (d)      All mandatory prepayments under Section 2.12(c) shall
         be applied (to the extent applicable) (i) first, to reduce the
         outstanding principal amount of U.S. Dollar Revolving Loans or Foreign
         Currency Revolving Loans, as the case may be, and (ii) second, to the
         extent that the remaining amount of such prepayment is greater than the
         aggregate principal Dollar Amount of outstanding Loans, to provide cash
         collateral in an amount equal to all such Letter of Credit Exposure
         (the amount to be deposited shall be denominated in the currency or
         currencies of the Letter(s) of Credit then outstanding) (and thereupon
         such cash shall be deemed to reduce the Letter of Credit Exposure for
         purposes of this Section 2.12(d)). Subject to the foregoing provisions,
         any mandatory prepayment of Loans of any Class pursuant to Section
         2.12(c) shall be applied to prepay all ABR Loans of such Class before
         any LIBOR Loans of such Class are prepaid. All mandatory prepayments
         shall be applied first to Loans in the currency in which payment is
         made by the Borrowers.

                  (e)      Each payment of Borrowings pursuant to this Section
         2.12 (except partial prepayments of ABR Borrowings) shall be
         accompanied by accrued interest on the principal amount paid to but
         excluding the date of payment. All payments under this

                                       37
<PAGE>

         Section 2.12 shall be subject to Section 2.16, but otherwise shall be
         without premium or penalty.

         SECTION 2.13. Optional Prepayments.

                  (a)      Subject to Section 2.13(b), the Borrowers shall have
         the right at any time and from time to time to prepay any LIBOR Loans,
         in whole or in part, upon giving prior written or telecopy notice (or
         telephone notice promptly confirmed by written or telecopy notice) to
         the Administrative Agent, at least three Business Days prior to the
         date of prepayment; provided, that each partial prepayment of LIBOR
         Loans shall be in a Dollar Amount which is an integral multiple of
         $500,000 and not less than $1,000,000 and a partial prepayment of a
         Eurodollar Borrowing under this Section 2.13(a) shall not be made that
         would result in the remaining aggregate outstanding principal Dollar
         Amount thereof being less than $500,000. Each notice of prepayment
         shall specify the prepayment date, the Class, the Type, the Interest
         Period of the Borrowing to be prepaid and the principal amount thereof
         to be prepaid, shall be irrevocable and shall commit the Borrowers to
         prepay such Borrowing by the amount stated therein on the date stated
         therein.

                  (b)      All prepayments under this Section 2.13 shall be
         subject to Section 2.16 but otherwise shall be without premium or
         penalty. All prepayments under this Section 2.13 shall be accompanied
         by accrued interest on the principal amount being prepaid to, but
         excluding, the date of payment.

         SECTION 2.14. Reserve Requirements; Change in Circumstances.

                  (a)      Notwithstanding any other provision of this Amended
         Agreement, if after the date of this Amended Agreement any change in
         applicable law or regulation or in the interpretation or administration
         thereof by any Governmental Authority charged with the interpretation
         or administration thereof (whether or not having the force of law)
         shall change the basis of taxation of payments to any Lender or the
         Issuing Bank of the principal of or interest on any LIBOR Loan made by
         such Lender or any Fees or other amounts payable hereunder (other than
         changes in respect of taxes imposed on the overall net income of such
         Lender or the Issuing Bank by the jurisdiction in which such Lender or
         the Issuing Bank has its principal office or by any state of the United
         States or by any political subdivision or taxing authority therein), or
         shall impose, modify or deem applicable any reserve, special deposit or
         similar requirement against assets of, deposits with or for the account
         of or credit extended by any Lender or the Issuing Bank (except any
         such reserve requirement that is reflected in the Adjusted LIBO Rate)
         or shall impose on such Lender or the Issuing Bank or the applicable
         interbank market any other condition affecting this Amended Agreement
         or LIBOR Loans made by such Lender or any Letter of Credit or
         participation therein, and the result of any of the foregoing shall be
         to increase the cost to such Lender or the Issuing Bank of making or
         maintaining any LIBOR Loan or increase the cost to any Lender of
         issuing or maintaining any Letter of Credit or purchasing or
         maintaining a participation therein or to reduce the amount of any sum
         received or receivable by such Lender (or Affiliate or parent thereof
         which fairly allocates any such increase to the Lender) or the Issuing
         Bank hereunder (whether of

                                       38
<PAGE>

         principal, interest or otherwise) by an amount deemed by such Lender or
         the Issuing Bank to be material, then the Borrower will pay to such
         Lender or the Issuing Bank, as the case may be, upon demand such
         additional amount or amounts as will compensate such Lender or the
         Issuing Bank, as the case may be, for such additional costs actually
         incurred or reduction suffered.

                  (b)      If any Lender or the Issuing Bank shall have
         determined that the adoption after the date hereof of any law, rule,
         regulation, agreement or guideline regarding capital adequacy, or any
         change after the date hereof in any such law, rule, regulation,
         agreement or guideline or in the interpretation or administration
         thereof by any Governmental Authority (including the National
         Association of Insurance Commissioners) charged with the interpretation
         or administration thereof, or compliance by any Lender (or any lending
         office of such Lender) or the Issuing Bank or any Lender's or the
         Issuing Bank's holding company with any request or directive regarding
         capital adequacy (whether or not having the force of law) of any
         Governmental Authority has or would have the effect of reducing the
         rate of return on such Lender's or the Issuing Bank's capital or on the
         capital of such Lender's or the Issuing Bank's holding company, if any,
         as a consequence of this Amended Agreement or the Loans made or
         participations in Letters of Credit purchased by such Lender pursuant
         hereto or the Letters of Credit issued by the Issuing Bank pursuant
         hereto to a level below that which such Lender or the Issuing Bank or
         such Lender's or the Issuing Bank's holding company could have achieved
         but for such applicability, adoption, change or compliance (taking into
         consideration such Lender's or the Issuing Bank's policies and the
         policies of such Lender's or the Issuing Bank's holding company with
         respect to capital adequacy) by an amount deemed by such Lender or the
         Issuing Bank to be material, then, from time to time the Borrower shall
         pay to such Lender or the Issuing Bank, as the case may be, such
         additional amount or amounts as will compensate such Lender or the
         Issuing Bank or such Lender's or the Issuing Bank's holding company for
         any such reduction suffered.

                  (c)      A certificate of a Lender or the Issuing Bank setting
         forth the circumstances requiring the payment of compensation, the
         calculations with respect thereto, and the amount or amounts necessary
         to compensate such Lender or the Issuing Bank or its holding company,
         as applicable, as specified in paragraph (a) or (b) above shall be
         delivered to the Borrower and shall be conclusive absent manifest
         error. The Borrower shall pay such Lender or the Issuing Bank the
         amount shown as due on any such certificate delivered by it within 10
         days after its receipt of the same.

                  (d)      Failure or delay on the part of any Lender or the
         Issuing Bank to demand compensation for any increased costs or
         reduction in amounts received or receivable or reduction in return on
         capital shall not constitute a waiver of such Lender's or the Issuing
         Bank's right to demand such compensation. The protection of this
         Section 2.14 shall be available to each Lender and the Issuing Bank
         regardless of any possible contention of the invalidity or
         inapplicability of the law, rule, regulation, agreement, guideline or
         other change or condition that shall have occurred or been imposed. In
         the event any Lender or the Issuing Bank ever receives a refund from
         any applicable Governmental Authority of any amount paid by the
         Borrower on account of the provisions of this Section 2.14, the

                                       39
<PAGE>

         applicable lender or Issuing Bank, as the case may be, shall repay
         those refunded amounts to the Borrower.

         SECTION 2.15. Change in Legality.

                  (a)      Notwithstanding any other provision of this Amended
         Agreement, if after the date hereof, (i) any change in any law or
         regulation or in the interpretation thereof by any Governmental
         Authority charged with the administration or interpretation thereof
         shall make it unlawful for any Lender to make or maintain any LIBOR
         Loan or to give effect to its obligations as contemplated hereby with
         respect to any LIBOR Loan, or (ii) there shall have occurred any change
         in national or international financial, political or economic
         conditions, other than those arising under Section 2.24, (including the
         imposition of or any change in exchange controls) or currency exchange
         rates which would make it impracticable for any Lender to make Loans
         denominated in any Foreign Currency to the Borrowers, as contemplated
         by this Amended Agreement, then, by written notice to the Borrower and
         to the Administrative Agent, such Lender may:

                  (A)      declare that LIBOR Loans or Foreign Currency
         Revolving Loans (in the affected Foreign Currency) will not thereafter
         (for the duration of such unlawfulness) be made by such Lender
         hereunder (or be continued for additional Interest Periods and ABR
         Loans will not thereafter (for such duration) be converted into LIBOR
         Loans), whereupon any request for a LIBOR Loan (or to convert an ABR
         Borrowing to a Eurodollar Borrowing or to continue a Eurodollar
         Borrowing for an additional Interest Period) shall, as to such Lender
         only, (I) if such Loan is a U.S. Dollar Revolving Loan, be deemed a
         request for an ABR Loan (or a request to continue an ABR Loan as such
         for an additional Interest Period or to convert a LIBOR Loan into an
         ABR Loan, as the case may be), unless such declaration shall be
         subsequently withdrawn, or (II) if such Loan is a Foreign Currency
         Revolving Loan, be deemed to have been withdrawn, unless such
         declaration shall be subsequently withdrawn; and

                  (B)      require that all outstanding LIBOR Loans or Foreign
         Currency Revolving Loans (in the affected Foreign Currency) as the case
         may be, made by it be (I) if such Loans are U.S. Dollar Revolving
         Loans, converted to ABR Loans, in which event all such LIBOR Loans
         shall be automatically converted to ABR Loans as of the effective date
         of such notice as provided in paragraph (b) below or (II) if such Loans
         are Foreign Currency Revolving Loans, repaid immediately, in which
         event all such Foreign Currency Revolving Loans (in the affected
         Foreign Currency) shall be required to be repaid in full by the
         Borrowers as of the effective date of such notice as provided in
         paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above with
respect to any U.S. Dollar Revolving Loans, all payments and prepayments of
principal that would otherwise have been applied to repay the LIBOR Loans that
would have been made by such Lender or the converted LIBOR Loans of such Lender
shall instead be applied to repay the ABR Loans made by such Lender in lieu of,
or resulting from the conversion of, such LIBOR Loans.

                                       40
<PAGE>

                  (b)      For purposes of this Section 2.15, a notice to the
         Borrower by any Lender shall be effective as to each LIBOR Loan made by
         such Lender, if lawful, on the last day of the Interest Period
         currently applicable to such LIBOR Loan or, if there are then two or
         more current Interest Periods, on the last day of each such Interest
         Period, respectively; otherwise, such notice shall be effective on the
         date of receipt by the Borrower.

         SECTION 2.16. Indemnity. The Borrower shall indemnify each Lender
against any loss or expense that such Lender may sustain or incur as a
consequence of (a) any event, other than a default by the Administrative Agent
or such Lender in the performance of its obligations hereunder, which results in
(i) such Lender receiving or being deemed to receive any amount on account of
the principal of any LIBOR Loan prior to the end of the Interest Period in
effect therefor, (ii) the conversion of any LIBOR Loan to a Loan of another
Type, or the conversion of the Interest Period with respect to any LIBOR Loan,
in each case other than on the last day of the Interest Period in effect
therefor, (iii) any LIBOR Loan to be made by such Lender (including any LIBOR
Loan to be made pursuant to a conversion or continuation under Section 2.11) not
being made after notice of such Loan shall have been given by the Borrower
hereunder (any of the events referred to in this clause (a) being called a
"Breakage Event") or (b) any default by the Borrowers in the making of any
payment or prepayment required to be made hereunder. In the case of any Breakage
Event, such loss shall include an amount equal to the excess, as reasonably
determined by such Lender, of (i) its cost of obtaining funds for the LIBOR Loan
that is the subject of such Breakage Event for the period from the date of such
Breakage Event to the last day of the Interest Period in effect (or that would
have been in effect) for such Loan over (ii) the amount of interest likely to be
realized by such Lender in redeploying the funds released or not utilized by
reason of such Breakage Event for such period. Determination of amounts payable
under this Section with respect to LIBOR Loans shall be calculated as though
each Lender funded its LIBOR Loan through the purchase of a deposit of the type
and maturity corresponding to the deposit used as a reference in determining the
LIBO Rate applicable to such Loan, whether in fact that is the case or not. A
certificate of any Lender setting forth any amount or amounts which such Lender
is entitled to receive pursuant to this Section 2.16 shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
each Lender the amount shown as due on any such certificate delivered by it
within 10 days after receipt of the same.

         SECTION 2.17. Pro Rata Treatment. Except as required under Section 2.15
and as provided in this Section 2.17 with respect to Swingline Loans, each
Borrowing, each payment or prepayment of principal of any Borrowing, each
payment of interest on the Loans, each payment of the Facility Fees, each
reduction of the Revolving Credit Commitments and each refinancing of any
Borrowing with, conversion of any Borrowing to, or continuation of any Borrowing
as, a Borrowing of any Type shall be allocated pro rata among the Lenders in
accordance with their respective applicable Commitments (or, if such Commitments
shall have expired or been terminated, in accordance with the sum of (a) the
respective principal amounts of their applicable outstanding Loans and (b) the
respective amounts of their Letter of Credit Exposure). For purposes of
determining the available Revolving Credit Commitments of the Lenders at any
time, each outstanding Swingline Loan shall be deemed to have utilized the
Revolving Credit Commitments of the Lenders (including, those Lenders which
shall not have made Swingline Loans) pro rata in accordance with such respective
Revolving Credit Commitments. Each Lender agrees that in computing such Lender's
portion of any Borrowing to be made hereunder,

                                       41
<PAGE>

the Administrative Agent may, in its discretion, round each Lender's percentage
of such Borrowing to the next higher or lower whole dollar amount.

         SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrowers, or pursuant to a secured claim under Section 506 of Title 11 of
the United States Code or other security or interest arising from, or in lieu
of, such secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise or by any other means, obtain
payment (voluntary or involuntary) in respect of any Loan or Loans as a result
of which the unpaid principal portion of its Loans of any Class shall be
proportionately less than the unpaid principal portion of the Loans of such
Class of any other Lender, it shall be deemed simultaneously to have purchased
from such other Lender at face value, and shall promptly pay to such other
Lender the purchase price for, a participation in such Loans of such other
Lender, so that the aggregate unpaid principal amount of the Loans and
participations in Loans of any Class held by each Lender shall be in the same
proportion to the aggregate unpaid principal amount of all Loans of such Class
then outstanding as the principal amount of its Loans of such Class prior to
such exercise of banker's lien, setoff or counterclaim or other event was to the
principal amount of all Loans of such Class outstanding prior to such exercise
of banker's lien, setoff or counterclaim or other event; provided, however,
that, if any such purchase or purchases or adjustments shall be made pursuant to
this Section 2.18 and the payment giving rise thereto shall thereafter be
recovered, such purchase or purchases or adjustments shall be rescinded to the
extent of such recovery and the purchase price or prices or adjustment restored
without interest. For purposes of this Section 2.18, the Revolving Loans of any
Lender shall include such Lender's Letter of Credit Exposure. Each of the
Borrowers expressly consents to the foregoing arrangements and agrees that any
Lender holding a participation in a Loan deemed to have been so purchased may
exercise any and all rights of banker's lien, setoff or counterclaim with
respect to any and all moneys owing by the Borrowers to such Lender by reason
thereof as fully as if such Lender had made a Loan directly to the Borrowers in
the amount of such interest.

         SECTION 2.19. Payments.

                  (a)      Unless expressly provided otherwise herein, the
         Borrowers shall make each payment (including principal of or interest
         on any Borrowing or any Fees or other amounts) hereunder or under any
         other Loan Document without setoff, defense or counterclaim not later
         than the time required by subparagraph 2.19(d) below, on the date when
         due in dollars to the Administrative Agent, in immediately available
         funds.

                  (b)      Whenever any payment (including principal of or
         interest on any Borrowing or any Fees or other amounts) hereunder or
         under any other Loan Document shall become due, or otherwise would
         occur, on a day that is not a Business Day, such payment may be made on
         the next succeeding Business Day, and such extension of time shall in
         such case be included in the computation of interest or Fees, if
         applicable.

                  (c)      With respect to any Foreign Currency Revolving Loan,
         each payment on account of an amount due from the Borrowers hereunder
         or under any other Loan Document shall be made by such Borrowers to the
         Administrative Agent in the currency in which such amount is
         denominated and in such funds as are customary at the place and

                                       42
<PAGE>

         time of payment for the settlement of international payments in such
         currency. Without limiting the terms of the preceding sentence, accrued
         interest on any Loans denominated in a Foreign Currency shall be
         payable in the same Foreign Currency as such Loan. Upon request, the
         Administrative Agent will give the Borrower a statement showing the
         computation used in calculating such amount, which statement shall be
         conclusive in the absence of manifest error. The obligation of the
         Borrowers to make each payment on account of such amount in the
         currency in which such amount is denominated shall not be discharged or
         satisfied by any tender, or any recovery pursuant to any judgment,
         which is expressed in or converted into any other currency, except to
         the extent such tender or recovery shall result in the actual receipt
         by the Administrative Agent of the full amount in the appropriate
         currency payable hereunder. Each of the Borrowers agrees that its
         obligation to make each payment on account of such amount in the
         currency in which such amount is denominated shall be enforceable as an
         additional or alternative claim for recovery in such currency of the
         amount (if any) by which such actual receipt shall fall short of the
         full amount of such currency payable hereunder, and shall not be
         affected by judgment being obtained for such amount.

Except as otherwise specifically provided herein, each payment (including
principal of or interest on, any Loan, any Fees, or other fees or amounts)
hereunder and under any instrument delivered hereunder shall be made to the
Administrative Agent at such place as may be designated by the Administrative
Agent to the Borrower in writing in immediately available funds, without offset,
deduction, counterclaim or withholding of any kind, prior to 11:00 a.m., local
time in the place where such payment is required to be made pursuant to this
subsection (d) on the date due. Any payments received after such time shall be
deemed received on the next succeeding Business Day.

         SECTION 2.20. Taxes.

                  (a)      Any and all payments by or on behalf of the Borrower
         or any Subsidiary hereunder and under any other Loan Document shall be
         made, in accordance with Section 2.19, free and clear of and without
         deduction for any and all current or future taxes, levies, imposts,
         deductions, charges or withholdings, and all liabilities with respect
         thereto, excluding (i) income taxes or branch profit taxes imposed on
         the net income of the Administrative Agent, any Lender or the Issuing
         Bank (or any transferee or assignee thereof, including a participation
         holder (any such entity a "Transferee")) and (ii) franchise taxes
         imposed on the net income of the Administrative Agent, any Lender or
         the Issuing Bank (or Transferee), in each case by the jurisdiction
         under the laws of which the Administrative Agent, such Lender or the
         Issuing Bank (or Transferee) is organized or any political subdivision
         thereof or the jurisdiction in which such Lender or Transferee has its
         applicable lending office (all such nonexcluded taxes, levies, imposts,
         deductions, charges, withholdings and liabilities, collectively or
         individually, being called "Taxes" and all such excluded taxes, levies,
         imposts, deductions, charges, withholdings and liabilities being called
         "Excluded Taxes"). Subject to the provisions of Section 2.20(f) if the
         Borrower or any Subsidiary shall be required to deduct any Taxes from
         or in respect of any sum payable hereunder or under any other Loan
         Document to any Lender or the Issuing Bank (or any Transferee) or the
         Administrative Agent, (A) the sum payable shall be increased by the
         amount (an "additional amount") necessary so that after making all

                                       43
<PAGE>

         required deductions (including deductions applicable to additional sums
         payable under this Section 2.20 but excluding Excluded Taxes) such
         Lender or the Issuing Bank (or Transferee) or the Administrative Agent,
         as the case may be, shall receive an amount equal to the sum it would
         have received had no such deductions been made, (B) the Borrower or
         such Subsidiary shall make such deductions and (C) the Borrower or such
         Subsidiary shall pay the full amount deducted to the relevant
         Governmental Authority in accordance with applicable law.

                  (b)      In addition, the Borrowers agree to pay to the
         relevant Governmental Authority in accordance with applicable law, any
         current or future stamp or documentary taxes or any other excise or
         property taxes, charges or similar levies (including mortgage recording
         taxes and similar fees) that arise from any payment made hereunder or
         under any other Loan Document or from the execution, delivery or
         registration of, or otherwise with respect to, this Amended Agreement
         or any other Loan Document ("Other Taxes").

                  (c)      The Borrowers will jointly and severally indemnify
         each Lender (or Transferee), the Administrative Agent and the Issuing
         Bank (or Transferee) for the full amount of Taxes and Other Taxes paid
         by such Lender (or Transferee) or the Administrative Agent or the
         Issuing Bank, as the case may be, and any liability (excluding Excluded
         Taxes, but including penalties, interest and expenses (including
         reasonable attorneys' fees and expenses)) arising therefrom or with
         respect thereto, whether or not such Taxes or Other Taxes were
         correctly or legally asserted by the relevant Governmental Authority. A
         certificate as to the amount of such payment or liability and the
         method of computation thereof prepared by the Administrative Agent, a
         Lender or the Issuing Bank (or Transferee) or the Administrative Agent
         on its behalf, absent manifest error, shall be final, conclusive and
         binding for all purposes. Such indemnification shall be made within 30
         days after the date the Administrative Agent, any Lender or the Issuing
         Bank (or Transferee), as the case may be, makes written demand therefor
         and provides the Borrower with the certificate described above.

                  (d)      If (i) any Lender (or Transferee) or the
         Administrative Agent shall be notified by the Borrower that it has
         determined in good faith that a reasonable basis exists for such Lender
         (or Transferee) or the Administrative Agent to claim a refund in
         respect of Taxes or Other Taxes as to which it has been indemnified by
         the Borrowers, or with respect to which the Borrowers have paid
         additional amounts pursuant to this Section 2.20, and (ii) such Lender
         (or Transferee) or the Administrative Agent, as applicable, concurs in
         such determination and determines in good faith that seeking such
         refund will not have an adverse effect on such person, then, within 30
         days after receipt of request by the Borrower, such Lender (or
         Transferee) or the Administrative Agent, as applicable, shall make a
         claim to such Governmental Authority for such refund at the Borrowers'
         expense. If any Lender (or Transferee) or the Administrative Agent
         receives a refund (including pursuant to a claim for refund made
         pursuant to the preceding sentence) in respect of any Taxes or Other
         Taxes as to which it has been indemnified by the Borrowers, or with
         respect to which the Borrowers have paid additional amounts, pursuant
         to this Section 2.20, it shall within 30 days from the date of such
         receipt, so long as no Event of Default has occurred and is continuing,
         pay over such refund to the Borrowers (but only to the extent of
         indemnity payments made, or additional amounts

                                       44
<PAGE>

         paid, by the Borrowers under this Section 2.20 with respect to the
         Taxes or Other Taxes giving rise to such refund), net of all
         out-of-pocket expenses of such Lender (or Transferee) or the
         Administrative Agent and without interest (other than interest paid by
         the relevant Governmental Authority with respect to such refund);
         provided, however, that the Borrowers, upon the request of such Lender
         (or Transferee) or the Administrative Agent, agree to repay the amount
         paid over to the Borrowers (plus penalties, interest or other charges)
         to such Lender (or Transferee) or the Administrative Agent in the event
         such Lender (or Transferee) or the Administrative Agent is required to
         repay such refund to such Governmental Authority.

                  (e)      As soon as practicable after the date of any payment
         of Taxes or Other Taxes by the Borrower or any Subsidiary to the
         relevant Governmental Authority, the Borrower or such Subsidiary will
         deliver to the Administrative Agent, at its address referred to in
         Section 9.01, the original or a certified copy of a receipt issued by
         such Governmental Authority evidencing payment thereof.

                  (f)      Each Lender (or Transferee) that is organized under
         the laws of a jurisdiction other than the United States, any State
         thereof or the District of Columbia (a "Non-U.S. Lender") shall deliver
         to the Borrower and the Administrative Agent two copies of (i) either
         United States Internal Revenue Service Form W-8BEN or Form W-8ECI, or,
         in the case of a Non-U.S. Lender claiming exemption from U.S. Federal
         withholding tax under Section 871(h) or 881(c) of the Code with respect
         to payments of "portfolio interest", a Form W-8, or any subsequent
         versions thereof or successors thereto (and, if such Non-U.S. Lender
         delivers a Form W-8, a certificate representing that such Non-U.S.
         Lender is not a bank for purposes of Section 881(c) of the Code, is not
         a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of
         the Code) of the Borrower and is not a controlled foreign corporation
         related to the Borrower (within the meaning of Section 864(d)(4) of the
         Code)), properly completed and duly executed by such Non-U.S. Lender
         claiming complete exemption from, or reduced rate of, U.S. Federal
         withholding tax on payments by the Borrower under this Amended
         Agreement and the other Loan Documents and (ii) an Internal Revenue
         Service Form W-8 or W-9 entitling such Non-U.S. Lender to receive a
         complete exemption from United States backup withholding tax. Such
         forms shall be delivered by each Non-U.S. Lender on or before the date
         it becomes a party to this Amended Agreement (or, in the case of a
         Transferee that is a participation holder, on or before the date such
         participation holder becomes a Transferee hereunder) and on or before
         the date, if any, such Non-U.S. Lender changes its applicable lending
         office by designating a different lending office,(a "New Lending
         Office"). In addition, each Non-U.S. Lender shall deliver such forms
         promptly upon the obsolescence or invalidity of any form previously
         delivered by such Non-U.S. Lender. If a Non-U.S. Lender who has
         delivered the forms referred to above on the date it becomes a party to
         this Amended Agreement (or, in the case of a Transferee, on the date
         that it becomes a Transferee hereunder) determines that it is unable
         subsequently to submit to the Borrower any such form, or that it is
         required to withdraw or cancel any such form, such Non-U.S. Lender
         shall promptly notify the Borrower of such fact. Notwithstanding any
         other provision of this Section 2.20(g), a Non-U.S. Lender shall not be
         required to deliver any form pursuant to this Section 2.20(g) that such
         Non-U.S. Lender is not legally able to deliver.

                                       45
<PAGE>

                  (g)      The Borrowers shall not be required to indemnify any
         Non-U.S. Lender, or to pay any additional amounts to any Non-U.S.
         Lender, in respect of United States Federal withholding tax pursuant to
         paragraph (a) or (c) above to the extent that (i) the obligation to pay
         such additional amounts would not have arisen but for a failure by such
         Non-U.S. Lender to comply with Section 2.20(f) or (ii) the obligation
         to withhold amounts with respect to United States Federal withholding
         tax existed on the date such Non-U.S. Lender become a party to this
         Amended Agreement (or, in the case of a Transferee that is a
         participation holder, on the date such participation holder became a
         Transferee hereunder) or, with respect to payments to a New Lending
         Office, the date such Non-U.S. Lender designated such New Lending
         Office with respect to a Loan; provided, however, that this clause (ii)
         shall not apply (A) to any Transferee or New Lending Office that
         becomes a Transferee or New Lending Office as a result of an
         assignment, participation, transfer or designation made at the request
         of the Borrower and (B) to the extent the indemnity payment or
         additional amounts any Transferee, or any Lender (or Transferee) acting
         through a New Lending Office, would be entitled to receive (without
         regard to this clause (ii)) do not exceed the indemnity payment or
         additional amounts that the person making the assignment, participation
         or transfer to such Transferee, or Lender (or Transferee) making the
         designation of such New Lending Office, would have been entitled to
         receive in the absence of such assignment, participation, transfer or
         designation or (ii) the obligation to pay such additional amounts would
         not have arisen but for a failure by such Non-U.S. Lender to comply
         with the provisions of paragraph (f) above.

                  (h)      Nothing contained in this Section 2.20 shall require
         any Lender or the Issuing Bank (or Transferee) or the Administrative
         Agent to make available any of its tax returns (or any other
         information that it deems to be confidential or proprietary).

                  (i)      The provisions of this Section 2.20 shall remain
         operative and in full force and effect regardless of the expiration of
         the term of this Amended Agreement, the consummation of the
         transactions contemplated hereby, the repayment of any of the Loans,
         the invalidity or unenforceability of any term or provision of this
         Amended Agreement or any other Loan Document, or any investigation made
         by or on behalf of the Administrative Agent or any Lender.

         SECTION 2.21. Assignment of Commitments Under Certain Circumstances;
Duty to Mitigate.

                  (a)      In the event (i) any Lender or the Issuing Bank
         delivers a certificate requesting compensation pursuant to Section
         2.14, (ii) any Lender or the Issuing Bank delivers a notice described
         in Section 2.15 or (iii) the Borrowers are required to pay any
         additional amount to any Lender or the Issuing Bank or any Governmental
         Authority on account of any Lender or the Issuing Bank pursuant to
         Section 2.20, the Borrower may, at its sole expense and effort
         (including with respect to the processing and recordation fee referred
         to in Section 9.04(b)), upon notice to such Lender or the Issuing Bank
         and the Administrative Agent, as the case may be, require such Lender
         or the Issuing Bank, as applicable, to transfer and assign, without
         recourse (in accordance with and subject to the restrictions contained
         in Section 9.04), all of its interests, rights and obligations under
         this

                                       46
<PAGE>

         Amended Agreement to an assignee reasonably acceptable to the
         Administrative Agent that shall assume such assigned obligations (which
         assignee may be another Lender, if a Lender accepts such assignment),
         provided, that (A) such assignment shall not conflict with any law,
         rule or regulation or order of any court or other Governmental
         Authority having jurisdiction, (B) the Borrower shall have received the
         prior written consent of the Administrative Agent (and, if a Revolving
         Credit Commitment is being assigned, of the Issuing Bank and the
         Swingline Lender), which consent shall not unreasonably be withheld,
         (C) no Event of Default shall have occurred and be continuing and (D)
         the Borrowers or such assignee shall have paid to the affected Lender
         or the Issuing Bank in immediately available funds an amount equal to
         the sum of 100% of the principal of and interest accrued to the date of
         such payment on the outstanding Loans or Letter of Credit Disbursements
         of such Lender or the Issuing Bank, respectively, plus all Fees and
         other amounts accrued for the account of such Lender or the Issuing
         Bank hereunder (including any amounts under Section 2.14 and Section
         2.16); provided, further, that if prior to any such assignment the
         circumstances or event that resulted in such Lender's notice or
         certificate under Section 2.14 or 2.15 or demand for additional amounts
         under Section 2.20, as the case may be, shall cease to exist or become
         inapplicable for any reason or if such Lender shall waive its rights in
         respect of such circumstances or event under Section 2.14, 2.15, 2.16
         or 2.20, as the case may be, then such Lender shall not thereafter be
         required to make any such assignment hereunder.

                  (b)      If (i) any Lender or the Issuing Bank shall request
         compensation under Section 2.14, (ii) any Lender or the Issuing Bank
         delivers a notice described in Section 2.15 or (iii) the Borrowers are
         required to pay any additional amount to any Lender or the Issuing Bank
         or any Governmental Authority on account of any Lender or the Issuing
         Bank, pursuant to Section 2.20, then such Lender or the Issuing Bank
         shall use reasonable efforts (which shall not require such Lender or
         the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or
         expense or otherwise take any action inconsistent with its internal
         policies or legal or regulatory restrictions or suffer any disadvantage
         or burden deemed by it to be significant) (A) to file any certificate
         or document reasonably requested in writing by the Borrower or (B) to
         assign its rights and delegate and transfer its obligations hereunder
         to another of its offices, branches or affiliates, if such filing or
         assignment would reduce its claims for compensation under Section 2.14
         or enable it to withdraw its notice pursuant to Section 2.15 or would
         reduce amounts payable pursuant to Section 2.20, as the case may be, in
         the future. The Borrower hereby agrees to pay all reasonable costs and
         expenses incurred by any Lender or the Issuing Bank in connection with
         any such filing or assignment, delegation and transfer.

         SECTION 2.22. Swingline Loans.

                  (a)      Swingline Loans. The Borrower shall notify the
         Administrative Agent by telecopy, or by telephone (confirmed by
         telecopy), not later than 12:00 (noon), Eastern Standard Time, on the
         day of a proposed Swingline Loan. Such notice shall be delivered on a
         Business Day, shall be irrevocable and shall refer to this Amended
         Agreement and shall specify the requested date (which shall be a
         Business Day) and amount of such Swingline Loan. The Administrative
         Agent will promptly advise the Swingline Lender

                                       47
<PAGE>

         of any notice received from the Borrower pursuant to this paragraph
         (a). The Swingline Lender shall make each Swingline Loan available to
         the Borrower by means of a credit to the general deposit account of the
         Borrower with the Swingline Lender by 6:00 p.m. Eastern Standard Time,
         on the date such Swingline Loan is so requested.

                  (b)      Prepayment. The Borrower shall have the right at any
         time and from time to time to prepay any Swingline Loan, in whole or in
         part, upon giving written or telecopy notice (or telephone notice
         promptly confirmed by written, or telecopy notice) to the Swingline
         Lender and to the Administrative Agent before 12:00 noon, Eastern
         Standard Time, on the date of prepayment at the Swingline Lender's
         address for notices specified in Section 9.01.

                  (c)      Participations. The Swingline Lender may by written
         notice given to the Administrative Agent not later than 1:00 p.m.,
         Eastern Standard Time, on any Business Day require the Lenders to
         acquire participations on such Business Day in all or a portion of the
         Swingline Loans outstanding. Such notice shall specify the aggregate
         amount of Swingline Loans in which Lenders will participate. The
         Administrative Agent will, by 2:00 p.m., Eastern Standard Time, on the
         date of receipt of such notice, give notice to each Lender, specifying
         in such notice such Lender's Applicable Percentage of such Swingline
         Loan or Loans. In furtherance of the foregoing, each Lender hereby
         absolutely and unconditionally agrees, upon receipt of notice as
         provided above, to pay to the Administrative Agent by 4:00 p.m.,
         Eastern Standard Time, on the date such notice is received from the
         Swingline Lender, for the account of the Swingline Lender, such
         Lender's Applicable Percentage of such Swingline Loan or Loans. Each
         Lender acknowledges and agrees that its obligation to acquire
         participations in Swingline Loans pursuant to this paragraph is
         absolute and unconditional and shall not be affected by any
         circumstance whatsoever, including the occurrence and continuance of a
         Default or an Event of Default, and that each such payment shall be
         made without any offset, abatement, withholding or reduction
         whatsoever. Each Lender shall comply with its obligation under this
         paragraph by wire transfer of immediately available funds, in the same
         manner as provided in Section 2.03(d) with respect to Loans made by
         such Lender (and Section 2.03(c) shall apply, mutatis mutandis, to the
         payment obligations of the Lenders) and the Administrative Agent shall
         promptly pay to the Swingline Lender the amounts so received by it from
         the Lenders. The Administrative Agent shall notify the Borrower of any
         participations in any Swingline Loan acquired pursuant to this
         paragraph and thereafter payments in respect of such Swingline Loan
         shall be made to the Administrative Agent and not to the Swingline
         Lender. Any amounts received by the Swingline Lender from the Borrower
         (or other party on behalf of the Borrower) in respect of a Swingline
         Loan after receipt by the Swingline Lender of the proceeds of a sale of
         participations therein shall be promptly remitted to the Administrative
         Agent, any such amounts received by the Administrative Agent shall be
         promptly remitted by the Administrative Agent to the Lenders that shall
         have made their payments pursuant to this paragraph and to the
         Swingline Lender, as their interests may appear. The purchase of
         participations in a Swingline Loan pursuant to this paragraph shall not
         relieve the Borrower (or other party liable for obligations of the
         Borrower) of any default in the payment thereof.

                                       48

<PAGE>

         SECTION 2.23. Letters of Credit.

                  (a)      The Borrower may request the issuance of (i) Letters
         of Credit in dollars, in form and substance reasonably acceptable to
         the Administrative Agent and the Issuing Bank, for the account of the
         Borrowers, at any time and from time to time during the Letter of
         Credit Availability Period; provided, that, any such Letter of Credit
         shall be issued only if, and each request by the Borrower for the
         issuance of any Letter of Credit shall be deemed a representation and
         warranty of the Borrowers that, immediately following the issuance of
         such Letter of Credit, (A) the aggregate Dollar Amount of Letter of
         Credit Exposure resulting from Letters of Credit (other than Bank One
         Foreign Currency Letters of Credit) does not exceed $75,000,000, and
         (B) the Aggregate Outstanding Credit Exposure does not exceed the Net
         Aggregate Commitment at such time, (ii) Other Foreign Currency Letters
         of Credit, in form and substance reasonably acceptable to the
         Administrative Agent and the Issuing Bank for the account of the
         Borrowers, at any time and from time to time during the Letter of
         Credit Availability Period; provided, that, any such Other Foreign
         Currency Letter of Credit shall be issued only if, and each request by
         the Borrower for the issuance of any such Other Foreign Currency Letter
         of Credit shall be deemed a representation and warranty of the
         Borrowers that, immediately following the issuance of such Other
         Foreign Currency Letter of Credit (A) the aggregate Dollar Amount of
         aggregate Letter of Credit Exposure resulting from Letters of Credit
         (other than Bank One Foreign Currency Letters of Credit) does not
         exceed $75,000,000 and (B) the Aggregate Outstanding Credit Exposure
         does not exceed the Net Aggregate Commitment at such time, and (iii)
         Bank One Foreign Currency Letters of Credit, in form and substance
         reasonably acceptable to the Administrative Agent and Bank One, for the
         account of the Borrowers, at any time and from time to time during the
         Letter of Credit Availability Period; provided, that, any such Bank One
         Foreign Currency Letter of Credit shall be issued only if, and each
         request by the Borrower for the issuance of any such Bank One Foreign
         Currency Letter of Credit shall be deemed a representation and warranty
         of the Borrowers that, immediately following the issuance of such Bank
         One Foreign Currency Letter of Credit, (A) the aggregate Dollar Amount
         of Foreign Currency Letter of Credit Exposure resulting from the Bank
         One Foreign Currency Letters of Credit does not exceed $50,000,000 and
         (B) the Aggregate Outstanding Credit Exposure does not exceed the
         aggregate amount of the Net Aggregate Commitment at such time. In no
         event shall an Issuing Bank be obligated to issue any Letter of Credit
         if after giving effect thereto, the Aggregate Outstanding Credit
         Exposure would exceed the Net Aggregate Commitment. For purposes
         hereof, the "issuance" of a Letter of Credit includes the amendment,
         renewal or extension of a Letter of Credit.

                  (b)      Each Commercial LC shall expire no later than earlier
         of (i) 270 days after the date of issuance of such Letter of Credit and
         (ii) the fifth Business Day prior to the Revolving Credit Maturity
         Date. Each Standby LC shall expire no later than the fifth Business Day
         prior to the Revolving Credit Maturity Date.

                  (c)      Each issuance of any Letter of Credit shall be made
         on at least two Business Days' prior irrevocable written or telecopy
         notice (such notice to be delivered by 12:00 noon, Eastern Standard
         Time) from the Borrower (or such shorter notice as shall

                                       49

<PAGE>

         be acceptable to the Issuing Bank) to the Administrative Agent at its
         address set forth in Section 9.01 and the Issuing Bank specifying
         whether such Letter of Credit is a Standby LC or a Commercial LC, the
         date of issuance, the date on which such Letter of Credit is to expire,
         the amount of such Letter of Credit, whether such Letter of Credit is
         to be issued in dollars or a Foreign Currency (and if such Letter of
         Credit is to be issued in a Foreign Currency, the applicable Foreign
         Currency and whether such Letter of Credit is to be an Other Foreign
         Currency Letter of Credit or a Bank One Foreign Currency Letter of
         Credit), the name and address of the beneficiary of such Letter of
         Credit, and such other information as may be necessary or desirable to
         complete such Letter of Credit; provided, that, with respect to Bank
         One Foreign Currency Letters of Credit any such Letter of Credit issued
         in the same Foreign Currency shall be issued in amounts that shall not
         be less than the approximate Dollar Equivalent of US $2,000,000 or
         multiples thereof (or such other amounts as agreed to by Bank One in
         its sole discretion). The Issuing Bank will give the Administrative
         Agent prompt notice of the issuance and amount of such Letter of Credit
         and the expiration date of such Letter of Credit (and the
         Administrative Agent shall give prompt notice thereof to each Lender).
         During the Letter of Credit Availability Period, the Issuing Bank also
         will give the Administrative Agent (i) if and when requested, notice of
         the amount available to be drawn under each outstanding Letter of
         Credit and (ii) prompt notice of any payment or disbursement that has
         been or will be made under any Letter of Credit. Each Letter of Credit
         (other than Foreign Currency Letters of Credit) issued hereunder will
         be subject to the Uniform Customs and Practices for Documentary
         Credits, as in effect from time to time. Each Foreign Currency Letter
         of Credit issued hereunder shall be subject to and incorporate the
         Uniform Customs and Practice for Documentary Credits, 1993 Revision,
         International Chamber of Commerce Publication No. 500 (the "UCP")
         (other than Articles 41 and 43 thereof with respect to standby Letters
         of Credit); to the extent not inconsistent with the UCP, Article 5 of
         the Uniform Commercial Code as adopted in New York ("Article 5"); and
         Section 5-102(a)(10) of the 1995 Official Text with comments of the
         Uniform Commercial Code Revised Article 5, as promulgated by the
         American Law Institute and National Conference of Commissioners on
         Uniform State Laws ("Revised Article 5"), which section of Revised
         Article 5 shall govern and control over any inconsistent provision of
         the UCP or Article 5.

                  (d)      By the issuance of a Letter of Credit and without any
         further action on the part of the Issuing Bank, the Administrative
         Agent or the Lenders in respect thereof, the Issuing Bank hereby grants
         to each Lender, and each Lender hereby acquires from the Issuing Bank,
         a participation in such Letter of Credit equal to such Lender's
         Applicable Percentage of the aggregate amount available to be drawn
         under such Letter of Credit, effective upon the issuance of such Letter
         of Credit. In consideration and in furtherance of the foregoing, each
         Lender hereby absolutely and unconditionally agrees to pay to the
         Administrative Agent, on behalf of the Issuing Bank, in accordance with
         Section 2.03(e), such Lender's Applicable Percentage of the amount of
         each Letter of Credit Disbursement in the currency of such disbursement
         made by the Issuing Bank and not reimbursed by the Borrowers when due
         in accordance with Section 2.23(g).

                  (e)      Each Lender acknowledges and agrees that its
         obligation to acquire participations pursuant to Section 2.23(d) in
         respect of Letters of Credit is absolute and

                                       50

<PAGE>

         unconditional and shall not be affected by any circumstance whatsoever,
         including the occurrence and continuance of a Default or Event of
         Default, and that each such payment shall be made without any offset,
         abatement, withholding or reduction whatsoever.

                  (f)      The Borrower shall pay to the Administrative Agent,
         for the account of the Lenders and the Issuing Bank, as applicable, a
         nonrefundable Letter of Credit Fee and Fronting Fee in accordance with
         Section 2.06(b). In addition to the foregoing fees and commissions, the
         Borrower shall pay or reimburse the Issuing Bank for such normal and
         customary costs and expenses, including, without limitation,
         administrative, issuance, amendment, payment and negotiation charges,
         as are incurred or charged by the Issuing Bank in issuing, effecting
         payment under, amending or otherwise administering any Letter of Credit
         (including any Letter of Credit issued for the account of a
         Subsidiary).

                  (g)      The applicable Borrower hereby agrees to reimburse
         the Issuing Bank for any payment or disbursement made by the Issuing
         Bank under any Letter of Credit (including any Letter of Credit issued
         for the account of a Subsidiary), by making payment in immediately
         available funds, to the Administrative Agent on the same Business Day
         after receipt of notice of such payment or disbursement (or notice that
         such payment or disbursement will be made), in the amount and currency
         of such payment or disbursement, plus interest on the amount so paid or
         disbursed by the Issuing Bank, at a rate per annum equal to the greater
         of (i) the rate applicable to ABR Loans pursuant to Section 2.07 or
         (ii) the cost on a per annum basis to the Issuing Bank of the funds so
         paid or disbursed under the Letter of Credit plus the Applicable LIBOR
         Margin (such cost plus such margin being referred to herein as the
         "Cost of Funds"); provided, that, if such amount is not reimbursed
         prior to 2:00 p.m., Eastern Standard Time, on the same Business Day
         after receipt by the Borrower of the notice of such payment or
         disbursement (or notice that such payment or disbursement will be
         made), interest shall thereafter accrue on such unreimbursed amount at
         a rate per annum equal to the greater of (i) the rate applicable to ABR
         Loans during such period pursuant to Section 2.07, plus 2.00% or (ii)
         the Cost of Funds plus 2.00%. The Administrative Agent shall promptly
         pay any such amounts received by it to the Issuing Bank. Borrowers
         hereby agree to indemnify and hold harmless the Administrative Agent,
         each Issuing Bank, and each Lender (in any capacity hereunder) from and
         against any and all loss, liability, cost, and expense arising at any
         time or times from the exchange of one or more currencies for one or
         more other currencies hereunder.

                  (h)      The Borrowers' obligation to reimburse Letter of
         Credit Disbursements as provided in Section 2.23(g) shall be absolute,
         unconditional and irrevocable and shall be performed strictly in
         accordance with the terms of this Amended Agreement under any and all
         circumstances whatsoever, and irrespective of:

                           (i)      any lack of validity or enforceability of
                  any Letter of Credit or any other Loan Document or any term or
                  provision therein;

                           (ii)     the existence of any claim, setoff, defense
                  or other right which the Borrowers, any Subsidiary or any
                  other person may at any time have against the beneficiary
                  under any Letter of Credit, the Issuing Bank, the
                  Administrative

                                       51

<PAGE>

                  Agent, any Lender or any other person, whether in connection
                  with this Amended Agreement, any other Loan Document or any
                  other related or unrelated agreement or transaction;

                           (iii)    any draft or other document presented under
                  a Letter of Credit proving to be forged, fraudulent, invalid
                  or insufficient in any respect or failing to comply with the
                  Uniform Customs and Practices for Documentary Credits, as in
                  effect from time to time, or any statement therein being
                  untrue or inaccurate in any respect,

                           (iv)     payment by the Issuing Bank under a Letter
                  of Credit against presentation of a draft or other document
                  which does not comply with the terms of such Letter of Credit;

                           (v)      any amendment, waiver or consent in respect
                  of this Amended Agreement or any other Loan Document; and

                           (vi)     any other act or omission or delay of any
                  kind or any other circumstance or event whatsoever, whether or
                  not similar to any of the foregoing and whether or not
                  foreseeable, that might, but for the provisions of this
                  Section 2.23(h), constitute a legal or equitable discharge of
                  the Borrowers' obligations hereunder.

                  (i)      Without limiting the generality of the provisions of
         the foregoing paragraph (h), it is expressly understood and agreed that
         the absolute and unconditional obligation of the Borrowers hereunder to
         reimburse Letter of Credit Disbursements will not be excused by the
         gross negligence or willful misconduct of the Issuing Bank. However,
         the preceding sentence and the provisions of Section 2.23(h) shall not
         be construed to excuse the Issuing Bank from liability to the Borrowers
         to the extent of any direct damages (as opposed to consequential
         damages, claims in respect of which are hereby waived by the Borrowers
         to the extent permitted by applicable law) suffered by the Borrowers
         that are caused by the Issuing Bank's bad faith, gross negligence or
         willful misconduct in determining whether drafts and other documents
         presented under a Letter of Credit comply with the terms thereof. It is
         understood that the Issuing Bank may accept documents that appear on
         their face to be in order, without responsibility for further
         investigation, regardless of any notice or information to the contrary
         and, in making any payment under any Letter of Credit (i) the Issuing
         Bank's exclusive reliance in good faith on the documents presented to
         it under such Letter of Credit as to any and all matters set forth
         therein, including reliance on the amount of any draft presented under
         such Letter of Credit, if such document on its face appears to be in
         order, and whether or not any other statement or any other document
         presented pursuant to such Letter of Credit proves to be forged or
         invalid or any statement therein proves to be inaccurate or untrue in
         any respect whatsoever and (ii) any noncompliance in any immaterial
         respect of the documents presented under such Letter of Credit with the
         terms thereof shall, in each case, be deemed not to constitute bad
         faith, gross negligence or willful misconduct of the Issuing Bank.

                                       52

<PAGE>

                  (j)      The Issuing Bank shall, promptly following its
         receipt thereof, examine all documents purporting to represent a demand
         for payment under a Letter of Credit. The Issuing Bank shall as
         promptly as possible give telephonic notification, confirmed by telex
         or telecopy, to the Administrative Agent and the Borrower of such
         demand for payment and whether the Issuing Bank has made or will make a
         Letter of Credit Disbursement thereunder; provided, that, the failure
         to give such notice shall not relieve the Borrowers of its obligation
         to reimburse any such Letter of Credit Disbursement in accordance with
         this Section 2.23. The Administrative Agent shall promptly give each
         Lender notice thereof.

                  (k)      In the event that the Borrowers are required or elect
         pursuant to the terms of this Amended Agreement, including, but not
         limited to, Section 2.12(c) (other than Article VII) or any other Loan
         Document, to provide cash collateral in respect of the Letter of Credit
         Exposure, the Borrowers shall deposit in an account with the
         Administrative Agent, for the benefit of each Lender, an amount in cash
         equal to the amount of such Letter of Credit Exposure (or such lesser
         amount as shall be required hereunder or thereunder); the amount to be
         deposited shall be denominated in the currency or currencies of the
         Letter(s) of Credit outstanding as determined by the Issuing Bank. Such
         deposit shall be held by the Administrative Agent as collateral for the
         payment and performance of the Obligations to Lenders. The
         Administrative Agent shall have exclusive dominion and control,
         including the exclusive right of withdrawal, over such account. Other
         than any interest earned on the investment of such deposits in Cash
         Equivalents, which investments shall be made as directed by the
         Borrower (subject, however, to the preservation of such deposits in the
         currency in which deposited and unless such investments shall be
         contrary to applicable law or regulation or a Default or Event of
         Default shall have occurred and be continuing, in which case the
         Administrative Agent shall determine in its discretion whether to make
         investments and, if so, shall determine in its discretion the Cash
         Equivalents to be selected), such deposits shall not bear interest.
         Interest or profits, if any, on such investments shall accumulate in
         such account. Borrowers hereby pledge all such deposits and accounts
         and cash collateral, together with the proceeds, investments, and
         increases thereof and the interest thereon, to the Administrative Agent
         for the benefit of the Issuing Banks and the other Lenders to secure
         payment and performance of the Obligations. Moneys in such account
         shall automatically be applied by the Administrative Agent to reimburse
         the Issuing Bank for Letter of Credit Disbursements and, if the
         maturity of the Loans has been accelerated, to satisfy the Obligations
         to the Lenders. If the Borrowers are required to provide an amount of
         cash collateral hereunder pursuant to Section 2.12(c), such amount (to
         the extent not applied as aforesaid) shall be returned to the Borrowers
         upon demand; provided, that, after giving effect to such return, (i)
         the sum of the Dollar Amount of the aggregate Letter of Credit
         Exposure, plus the aggregate outstanding Swingline Exposure, plus the
         aggregate outstanding Dollar Amount of Revolving Loans would not exceed
         the aggregate Revolving Credit Commitments, (ii) the Dollar Amount of
         Letters of Credit (other than Bank One Foreign Currency Letters of
         Credit) does not exceed $25,000,000, (iii) the Dollar Amount of the
         Bank One Foreign Currency Letters of Credit does not exceed $50,000,000
         and (iv) no Default or Event of Default shall have occurred and be
         continuing. In the event that the Borrowers are required pursuant to
         the terms of Article VII of this Amended Agreement to provide cash
         collateral in respect of Letter of Credit

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         Exposure, the Borrowers shall deposit such cash collateral in an
         account with the Collateral Agent pursuant to the Collateral Agency
         Agreement. Such deposit shall be held by the Collateral Agent in
         accordance with the Collateral Agency Agreement. Any such deposit to be
         held by the Administrative Agent or the Collateral Agent, as provided
         herein, shall be accompanied by notice from the Borrower, in form
         satisfactory to the Administrative Agent or the Collateral Agent, as
         the case may be, setting forth the basis for such deposit, identifying
         in reasonable detail the Letters of Credit to which such deposit
         relates, and setting forth any other information related to such
         deposit reasonably requested by the Administrative Agent or the
         Collateral Agent, as the case may be. The Borrowers shall promptly
         provide the Administrative Agent with a copy of any such notice to the
         Collateral Agent and shall promptly provide the Collateral Agent with a
         copy of any such notice to the Administrative Agent. If the Borrowers
         are required to provide an amount of cash collateral hereunder as a
         result of an Event of Default, such amount (to the extent not applied
         as aforesaid) shall be returned to the Borrowers within three Business
         Days after all Events of Default have been cured or waived.

         SECTION 2.24. Existing Letters of Credit. It is understood and agreed
that notwithstanding any other provision hereof (a) the Existing Letters of
Credit are "Letters of Credit" issued by Bank One under the Existing Agreement;
(b) such Letters of Credit shall, on the Effective Date, be deemed Letters of
Credit issued hereunder as of the Effective Date as to which Bank One is the
Issuing Bank and in which each Lender shall participate in accordance with
Section 2.23(d).

         SECTION 2.25. Extension of Revolving Credit Maturity Date. The Borrower
may request a one-year extension of the Revolving Credit Maturity Date by
submitting a request for an extension to the Administrative Agent (an "Extension
Request") no more than 90 and no less than 30 days prior to each anniversary of
the date hereof. Promptly upon receipt of an Extension Request, the
Administrative Agent shall notify each Lender thereof and shall request each
Lender to act upon the Extension Request. Each Lender approving the Extension
Request shall deliver its written consent no later than 15 days prior to such
anniversary. If and only if the consent of each of the Lenders is received by
the Administrative Agent prior to the Revolving Credit Maturity Date, the
Revolving Credit Maturity Date shall be extended by one year and the
Administrative Agent shall promptly notify the Borrower and each Lender of the
new Revolving Credit Maturity Date.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         Each of the Borrowers represents and warrants to each of the Lenders
that:

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

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<PAGE>

execute, deliver and perform its obligations under each of the Loan Documents
and each other agreement or instrument contemplated thereby to which it is or
will be a party and, in the case of the Borrowers, to obtain extensions of
credit hereunder.

         SECTION 3.02. Authorization. The execution, delivery and performance by
each of the Borrower and the Subsidiaries of each of the Loan Documents to which
it is or will be a party (including the exercise of remedies thereunder) and, in
the case of the Borrowers, the extensions of credit hereunder (a) have been duly
authorized by all requisite corporate or partnership and, if required,
stockholder action and (b) will not (i) violate (A) any provision of law,
statute, rule or regulation, (B) any provision of the certificate of
incorporation, partnership agreement, operating agreement or other constitutive
documents or by-laws of the Borrower and the Subsidiaries, (C) any order of any
Governmental Authority or (D) any provision of any Material Contract or other
indenture, agreement or instrument to which the Borrower or any of the
Subsidiaries is a party or by which any of them or any of their property is or
may be bound, (ii) be in conflict with, result in a breach of or constitute
(alone or with notice or lapse of time or both) a Default or give rise to
increased, additional, accelerated or guaranteed rights of any person under any
Material Contract or other indenture, agreement or instrument or (iii) except
for the Liens of the Collateral Documents, result in the creation or imposition
of any Lien upon or with respect to any property or assets now owned or
hereafter acquired by the Borrower or any of the Subsidiaries.

         SECTION 3.03. Enforceability. This Amended Agreement has been duly
executed and delivered by the Borrowers and constitutes, and each other Loan
Document when executed and delivered by the Borrower or any of the Subsidiaries
will constitute, a legal, valid and binding obligation of such party enforceable
against such party in accordance with its terms, subject to the effect of
bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent
conveyance, voidable preference or similar laws and the application of equitable
principles generally.

         SECTION 3.04. Consents and Governmental Approvals. No action, consent
or approval of, registration or filing with or any other action by (a) any
Governmental Authority, (b) any creditor or shareholder of the Borrowers or any
creditor, shareholder, partner or member of the Subsidiaries, (c) any
counterparty to a Material Contract or (d) except where failure to take or
obtain such action, consent or approval of, registration or filing with or such
other action could not reasonably be expected to have a Material Adverse Effect,
any other person, is or will be required in connection with the Revolving Credit
Facility or the performance by the Borrower or any of the Subsidiaries of the
Loan Documents to which it is or will be a party, in each case except such as
have been made or obtained and are in full force and effect.

         SECTION 3.05. Financial Statements, Undisclosed Liabilities.

                  (a)      The Borrower has heretofore furnished to the Lenders
         its consolidated balance sheet and statements of income and cash flows
         as of and for the 2002 Fiscal Year, audited by and accompanied by the
         unqualified opinion of Ernst & Young LLP, independent public
         accountants. Such financial statements present fairly the financial
         condition and results of operations and cash flows of the Borrower and
         its Consolidated Subsidiaries as of such dates and for such periods.
         Such balance sheet and the notes thereto disclose all material
         liabilities, direct, contingent or otherwise, of the Borrower

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<PAGE>

         and its Consolidated Subsidiaries as of the dates thereof for which
         disclosure is required in accordance with GAAP. Such financial
         statements were prepared in accordance with GAAP applied on a
         consistent basis, except as otherwise noted therein.

                  (b)      As of the Effective Date, the Borrower and the
         Subsidiaries do not have any material liability, contingent or
         otherwise, required by GAAP to be set forth on a consolidated balance
         sheet of the Borrower, except (i) as set forth in the financial
         statements referred to in Section 3.05(a), (ii) for items set forth in
         Schedule 3.05(b) and (iii) for liabilities and obligations incurred in
         the ordinary course of business consistent with past practice.

         SECTION 3.06. No Material Adverse Change. Since August 31, 2002, and as
of the Effective Date, there has not been any Material Adverse Change in the
business of the Borrower.

         SECTION 3.07. Title to Properties, Possession Under Leases.

                  (a)      Each of the Borrower and the Subsidiaries has good
         and marketable title to, or valid leasehold interests or licenses in,
         all its properties and assets (including without limitation, real
         property and intellectual property interests), except for defects in
         title that do not materially interfere with its ability to conduct its
         business as currently conducted or to utilize such properties and
         assets for their intended purposes. All such properties and assets are
         free and clear of Liens, other than Liens permitted by Section 6.02.

                  (b)      Each of the Borrower and the Subsidiaries has
         complied in all material respects with all obligations under all
         material leases to which it is a party and all such leases are in full
         force and effect. Each of the Borrower and the Subsidiaries enjoys
         peaceful and undisturbed possession under all such material leases.

         SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth a list of all of
the Subsidiaries as of the date hereof, the respective jurisdictions of
organization thereof and the percentage ownership interest, direct or indirect,
of the Borrower therein. All of the Subsidiaries are Consolidated Subsidiaries.

         SECTION 3.09. Litigation; Compliance with Laws.

                  (a)      As of the Effective Date, except as set forth in
         Schedule 3.09 or as fully covered by third party insurance, there are
         no pending or, to the knowledge of the Borrower, threatened litigation,
         arbitrations or other proceedings against the Borrower or any
         Subsidiary involving a claim for more than $500,000. Except as noted on
         Schedule 3.09, there are no lawsuits, claims, arbitrations or other
         proceedings which, if adversely determined, whether individually or in
         the aggregate, would have a Material Adverse Effect. As of the
         Effective Date, to the knowledge of the Borrower, except as set forth
         in Schedule 3.09, neither the Borrower nor any Subsidiary is a party or
         subject to or in default under any material judgment, order, injunction
         or decree of any Governmental Authority or arbitration tribunal. Except
         as set forth in Schedule 3.09, there are no actions, suits,
         investigations or proceedings at law or in equity or by or before any
         arbitrator or Governmental Authority now pending or, to the knowledge
         of the Borrower,

                                       56

<PAGE>

         threatened against or affecting the Borrower, any of the Subsidiaries
         or any business, property or rights of the Borrower or any of the
         Subsidiaries (i) which involve any Loan Document or (ii) as to which
         there is a reasonable possibility of an adverse determination and
         which, if adversely determined, could, individually or in the
         aggregate, reasonably be expected to have a Material Adverse Effect.

                  (b)      Except as set forth in Schedule 3.09, the Borrower
         and the Subsidiaries are in compliance with all applicable statutes,
         laws, ordinances, rules, orders and regulations of any Governmental
         Authority ("Applicable Laws") including those relating to the
         environment, taxes and occupational health and safety, except for
         instances of noncompliance that, in the aggregate, could not reasonably
         be expected to have a Material Adverse Effect. Except as set forth in
         Schedule 3.09 and as of the Effective Date, neither the Borrower nor
         any Subsidiary has received any written communication during the past
         three years from a Governmental Authority that alleges that the
         Borrower or a Subsidiary is not in compliance in any material respect
         with any Applicable Laws. Except as set forth in Schedule 3.09 and as
         of the Effective Date, to the knowledge of the Borrower, there is no
         pending or threatened investigation of the Borrower or a Subsidiary by
         any Governmental Authority.

         SECTION 3.10. Agreements.

                  (a)      Each indenture or other agreement or instrument
         evidencing Indebtedness and each other material agreement, contract,
         lease, license, commitment or other instrument (within the meaning of
         17 C.F.R. ss.229.601(b)(10)(1996)) to which the Borrower or any of the
         Subsidiaries is a party or by which it or any of its properties or
         assets are or may be bound as of the Effective Date is listed on
         Schedule 3.10 hereto (collectively with the Subordinated Notes and any
         agreements listed on Schedule 3.20, the "Material Contracts").

                  (b)      Except as set forth in Schedule 3.10, all the
         Material Contracts are valid, binding and in full force and effect in
         all material respects. Except as set forth in Schedule 3.10, the
         Borrower and the Subsidiaries have performed all material obligations
         required to be performed by them to date under the Material Contracts
         and they are not in breach or default in any material respect
         thereunder and, to the knowledge of the Borrower, no other party to any
         of the Material Contracts is in breach or default in any material
         respect thereunder. Neither the Borrower, nor any of the Subsidiaries,
         nor, to the knowledge of the Borrower, any other party to any Material
         Contract has given notice of termination of, or taken any action
         inconsistent with the continuation of, any Material Contract. None of
         such other parties has any presently exercisable right to terminate any
         Material Contract nor will any such other party have any right to
         terminate any Material Contract on account of the execution, delivery
         or performance of the Loan Documents.

         SECTION 3.11. Federal Reserve Regulations.

                  (a)      Neither the Borrower nor any of the Subsidiaries is
         engaged principally, or as one of its important activities, in the
         business of extending credit for the purpose of purchasing or carrying
         Margin Stock.

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<PAGE>

                  (b)      No part of the proceeds of any Loan and no Letter of
         Credit will be used, whether directly or indirectly, and whether
         immediately, incidentally or ultimately, for any purpose which entails
         a violation of, or which is inconsistent with, the provisions of the
         regulations of the Board, including Regulations U and X.

         SECTION 3.12. Investment Company Act; Public Utility Holding Company
Act. Neither the Borrower nor any of the Subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940 or (b) a "holding company" as defined in, or subject to regulation
under, the Public Utility Holding Company Act of 1935 or (c) subject to
regulation as a "public utility" or a "public service corporation" or the
equivalent under any Federal or state law.

         SECTION 3.13. Use of Proceeds. The proceeds of all Loans will be used
solely (a) to provide for the ongoing working capital requirements of the
Borrower and the Subsidiaries and for general corporate purposes (including
working capital, Capital Expenditures in the ordinary course of business and
Permitted Acquisitions) and (b) to pay related fees and expenses. The Letters of
Credit will be issued solely (i) to support various financial and other
performance obligations of the Borrower and the Subsidiaries incurred in the
ordinary course of business and (ii) with respect to the Bank One Foreign
Currency Letters of Credit, to collateralize certain permitted Indebtedness of
certain Foreign Subsidiaries.

         SECTION 3.14. Tax Returns. Each of the Borrower and the Subsidiaries
has filed or caused to be filed all Federal, state and local tax returns
required to have been filed by it and has paid or caused to be paid all taxes
shown to be due and payable on such returns or on any assessments received by
it, except taxes that are being contested in good faith by appropriate
proceedings diligently pursued and for which adequate reserves in accordance
with GAAP have been set aside on its financial statements.

         SECTION 3.15. No Material Misstatements. The Confidential Information
Memorandum and the exhibits and schedules (except for forecasts and projections)
furnished by or on behalf of the Borrower to the Lenders in connection with the
negotiation of any Loan Document or included therein or delivered pursuant
thereto, when taken as a whole and evaluated in the context presented, do not
contain any material misstatement of fact or omit to state any material fact
necessary to make the statements therein not misleading in light of the
circumstances under which such information was provided. Any such exhibit or
schedule which constitutes a forecast or a projection was prepared in good
faith, was based on assumptions that the Borrower believes to be reasonable and
was based on the best information reasonably available to the Borrower. The
Borrower has no reason to believe that any such forecasts or projections are
misleading in any material respect in light of the circumstances existing at the
time of preparation thereof.

         SECTION 3.16. Employee Benefit Plans.

                  (a)      Except as set forth in Schedule 3.16, each of the
         Borrower and the Commonly Controlled Entities is in compliance in all
         material respects with the applicable provisions of ERISA and the
         regulations and published interpretations thereunder. Neither a
         Reportable Event nor an "accumulated funding deficiency" (within

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<PAGE>

         the meaning of Section 412 of the Code or Section 302 of ERISA) has
         occurred within the last five years with respect to any Plan, and each
         Plan has complied in all material respects with the applicable
         provisions of ERISA and the Code. No termination of a Single Employer
         Plan has occurred and no Lien in favor of the PBGC or a Plan has arisen
         during the five years prior to the Effective Date.

                  (b)      Except as set forth in Schedule 3.16, the present
         value of all accrued benefits under each Single Employer Plan in which
         the Borrower or any Commonly Controlled Entity is a participant (based
         on those assumptions used to fund the Plans) did not, as of the last
         annual valuation date, exceed the value of the assets of such Plan
         allocable to such accrued benefits.

                  (c)      Neither the Borrower nor any Commonly Controlled
         Entity has had a complete or partial withdrawal from any Multiemployer
         Plan, and neither the Borrower nor any Commonly Controlled Entity would
         become subject to any liability under ERISA if the Borrower or any such
         Commonly Controlled Entity were to withdraw completely from all
         Multiemployer Plans as of the last valuation date.

                  (d)      No such Multiemployer Plan is in "reorganization" or
         "insolvent," within the meaning of such terms as used in ERISA.

                  (e)      Except as set forth in Schedule 3.16, neither the
         Borrower nor any Commonly Controlled Entity has any liability for post
         retirement benefits to be provided to its current and former employees.

                  (f)      No prohibited transaction under ERISA or the Code has
         occurred with respect to any Multiemployer Plan or Single Employer Plan
         which could have a Material Adverse Effect.

         SECTION 3.17. Environmental and Safety Matters. As of the Effective
Date, except as set forth in Schedule 3.17, each of the Borrower and the
Subsidiaries has complied in all material respects with all applicable Federal,
state, local and other statutes, ordinances, orders, judgments, rulings and
regulations relating to protection of the environment or to employee health or
safety. As of the Effective Date, except as set forth in Schedule 3.17, neither
the Borrower nor any Subsidiary has received notice of any material failure so
to comply. The facilities of the Borrower and the Subsidiaries do not manage or
contain any hazardous wastes, hazardous substances, hazardous materials, toxic
substances, toxic pollutants or similarly denominated substances, as those terms
or similar terms are used in the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response Compensation and Liability Act, the
Hazardous Materials Transportation Act, the Toxic Substance Control Act, the
Clean Air Act, the Clean Water Act or any other applicable law relating to
protection of the environment, human health or to employee health and safety
(collectively, "Hazardous Materials"), in violation in any material respect of
any such law or any regulations promulgated pursuant thereto. Except as set
forth in Schedule 3.17, to the knowledge of the Borrowers, there are no events,
conditions or circumstances involving environmental pollution, regulation or
control or employee health or safety that are reasonably likely to result in any
material liabilities being incurred by the Borrower or any Subsidiary.

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         SECTION 3.18. Security Interests.

                  (a)      The Collateral Agent for the benefit of the Secured
         Parties will at all times have the Liens provided for in the Collateral
         Documents and, subject to the filing by the Borrower of continuation
         statements to the extent required by the Uniform Commercial Code and
         the continuing possession by the Collateral Agent of the certificates
         representing the securities pledged pursuant to the Pledge Agreement,
         the Collateral Documents will at all times constitute a valid and
         continuing lien of record and first priority perfected security
         interest in all the Collateral referred to therein. No filings or
         recordings are required in order to perfect the security interests
         created under the Collateral Documents, except for filings or
         recordings listed on Schedule 3.18. All such listed filings and
         recordings will have been made on or prior to the Effective Date.

                  (b)      All of the shares of common stock of each Subsidiary
         have been duly and validly authorized and issued, are fully paid and
         nonassessable, and were not issued in violation of the preemptive
         rights of any stockholder. The Borrower owns, directly or indirectly,
         good and valid title to 100% (or such other percentage as the Borrower
         does own, directly or indirectly, as noted on Schedule 3.08) of the
         Capital Stock of each Subsidiary, free and clear of all Liens, other
         than the Liens of the Collateral Documents, of every kind, whether
         absolute, matured, contingent or otherwise. There are no existing
         options, warrants, calls or commitments relating to, or any securities
         or rights convertible into, exercisable for or exchangeable for, any
         Capital Stock of the Subsidiaries.

         SECTION 3.19. Solvency.

                  (a)      After the making of each Loan made on the Effective
         Date and the uses of proceeds therefrom, each of the Borrower and the
         Subsidiaries will be Solvent on the Effective Date. "Solvent" means,
         with respect to any person, that (i) the fair value of the assets of
         such person, at a fair valuation, will exceed the debts and
         liabilities, subordinated, contingent or otherwise, of such person;
         (ii) the present fair saleable value of the property of such person
         will be greater than the amount that will be required to pay the
         liabilities of such person on its debts and other liabilities,
         subordinated, contingent or otherwise, as such debts and other
         liabilities become absolute and matured; (iii) such person will be able
         to pay its debts and liabilities, subordinated, contingent or
         otherwise, as such debts and liabilities become absolute and matured;
         and (iv) such person will not have an unreasonably small amount of
         capital with which to conduct the businesses in which it is engaged as
         such businesses are now conducted and are proposed to be conducted.
         With respect to any contingent liabilities, such liabilities shall be
         computed at the amount which, in light of all the facts and
         circumstances existing at the time, represents the amount which can
         reasonably be expected to become an actual or matured liability.

                  (b)      The Borrower does not intend to, or to permit any of
         the Subsidiaries to, and does not believe that the Borrower or any of
         the Subsidiaries will, incur debts beyond its ability to pay such debts
         as they mature taking into account the timing of and amounts of cash to
         be received by the Borrower or any such Subsidiary and the timing of
         and

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<PAGE>

         amounts of cash to be payable on or in respect of indebtedness of the
         Borrower or any such Subsidiary.

         SECTION 3.20. Transactions with Affiliates and Shareholders. Except as
set forth in Schedule 3.20 and except for agreements and arrangements among the
Borrower and Wholly Owned Subsidiaries or among Wholly Owned Subsidiaries,
neither the Borrower nor any of the Subsidiaries is a party to, and none of the
properties and assets of the Borrower or any of the Subsidiaries is subject to
or bound by, any agreement or arrangement with, (a) any Affiliate of the
Borrower or any of the Subsidiaries, except in each case those agreements or
arrangements that are entered into on terms not less favorable to the Borrower
or any Subsidiary as a comparable transaction on an arm's-length basis with an
unrelated third party or as may be expressly permitted by Section 6.10, or (b)
any Shareholder. Except as set forth in Schedule 3.20 and except for
transactions among the Borrower and Wholly Owned Subsidiaries or among Wholly
Owned Subsidiaries, neither the Borrower nor any of the Subsidiaries is engaged
in any transaction with (i) any Affiliate of the Borrower or of any Subsidiary,
except in each case those agreements or arrangements that are entered into on
terms not less favorable to the Borrower or any Subsidiary as a comparable
transaction on an arm's-length basis with an unrelated third party or as may be
expressly permitted by Section 6.10, or (ii) any Shareholder.

         SECTION 3.21. Insurance. The Borrower and the Subsidiaries maintain
policies of fire and casualty, liability, business interruption and other forms
of insurance in such amounts, with such deductibles and against such risks and
losses, all of which are in accordance with normal industry practices. All such
policies are in full force and effect, all premiums due and payable thereon have
been paid (other than retroactive or retrospective premium adjustments that are
not yet, but may be, required to be paid with respect to any period under
comprehensive general liability and workmen's compensation insurance policies),
and no notice of cancellation or termination has been received with respect to
any such policy which has not been replaced on substantially similar terms prior
to the date of such cancellation. The activities and operations of the Borrower
and the Subsidiaries have been conducted in a manner so as to conform in all
material respects to all applicable provisions of such insurance policies.

         SECTION 3.22. Labor Matters. (a) As of the Effective Date, except as
set forth in Schedule 3.22, there is no labor strike, dispute, work stoppage or
lockout pending or, to the knowledge of the Borrower, threatened against the
Borrower or a Subsidiary; (b) to the knowledge of the Borrower, as of the
Effective Date, no union organizational campaign is in progress with respect to
the employees of the Borrower or a Subsidiary; (c) as of the Effective Date,
there is no unfair labor practice charge or complaint against the Borrower or a
Subsidiary pending or, to the knowledge of the Borrower, threatened before the
National Labor Relations Board; (d) there are no pending or threatened union
grievances against the Borrower or a Subsidiary as to which there is a
reasonable possibility of adverse determination and that, if so determined,
would have a Material Adverse Effect; (e) there are no pending, or, to the
knowledge of the Borrower, threatened, charges against the Borrower, a
Subsidiary or any current or former employee of the Borrower before the Equal
Employment Opportunity Commission or any state or local agency responsible for
the prevention of unlawful employment practices which individually or in the
aggregate are reasonably likely to have a Material Adverse Effect; and (f) as of
the Effective Date, none of the Borrower and the Subsidiaries has received
written notice during the past three years of the intent of any Governmental
Authority

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responsible for the enforcement of labor or employment laws to conduct an
investigation of the Borrower or a Subsidiary and, to the knowledge of the
Borrower, no such investigation is in progress.

         SECTION 3.23. Reportable Transaction. The Borrower does not intend to
treat the Loans and related transactions as being a "reportable transaction"
(within the meaning of Treasury Regulation Section 1.6011-4). In the event the
Borrower determines to take any action inconsistent with such intention, it will
promptly notify the Administrative Agent thereof in writing.

                                   ARTICLE IV

                              CONDITIONS OF LENDING

         SECTION 4.01. Conditions Precedent to the Effective Date. This Amended
Agreement shall become effective on the first date (the "Effective Date") when
all of the following conditions precedent set forth in this Section 4.01, and
the additional conditions precedent set forth in Section 4.02, have been
satisfied:

                  (a)      The Administrative Agent shall have received (i)
         counterparts hereof signed by each of the parties (or, in the case of
         any Lender as to which an executed counterpart shall not have been
         received, telecopy or other written confirmation from such party in
         form satisfactory to the Administrative Agent of the execution of a
         counterpart hereof by such Lender), (ii) counterparts of the Borrower's
         Consent and Agreement signed by each of the parties thereto (or, in the
         case of any Lender as to which an executed counterpart shall not have
         been received, telecopy or other written confirmation from such party
         in form satisfactory to the Administrative Agent of the execution of
         the counterpart thereof by such Lender), and (iii) counterparts of the
         Subsidiary's Consent and Agreement signed by each of the parties
         thereto (or, in the case of any Lender as to which an executed
         counterpart shall not have been received, telecopy or other written
         confirmation from such party in form satisfactory to the Administrative
         Agent of the execution of the counterpart thereof by such Lender).

                  (b)      The Administrative Agent shall have received for the
         account of each Lender requesting the same a duly executed Note or
         Notes, dated the Effective Date, complying with the provisions of
         Section 2.05. On the Effective Date, the Lenders under the Existing
         Credit Agreement will return the notes issued pursuant to the Existing
         Credit Agreement to the Borrower for cancellation, and such Notes will
         be (to the extent new Notes are requested) replaced, as applicable, by
         the Notes dated the Effective Date and issued to the Lenders hereunder.

                  (c)      The Collateral Agent on behalf of the Secured Parties
         shall have a security interest in the Collateral of the type and
         priority described in the Collateral Documents, perfected to the extent
         contemplated by Section 3.18 and the Administrative Agent shall have
         received:

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                           (i)      confirmation by the Borrower and the
                  Collateral Agent that the Collateral Agent has previously
                  received with respect to all Pledged Securities (as defined in
                  the Pledge Agreement), Intercompany Notes or stock
                  certificates (to the extent the same are certificated)
                  accompanied by stock or note powers endorsed in blank or else
                  has made arrangements satisfactory to the Administrative Agent
                  for the delivery of same within, subject to Section 5.14
                  hereof, sixty days after the date hereof (and the Borrower
                  agrees to cause all such deliveries, subject to Section 5.14,
                  to be made within such time period);

                           (ii)     confirmation by the Borrower that no
                  additional filing, registration or recordation of any document
                  (including any Uniform Commercial Code financing statement) is
                  required to be filed, registered or recorded in order to
                  create in favor of the Collateral Agent for the benefit of the
                  Secured Parties a valid, legal and perfected security interest
                  in or Lien on the Collateral except for filings ("Effective
                  Date Filings") disclosed to the Administrative Agent and as to
                  which arrangements for filing satisfactory to the
                  Administrative Agent have been made as of the Effective Date;
                  and

                           (iii)    searches of Uniform Commercial Code filings
                  in the jurisdiction of incorporation and the chief executive
                  office of the Borrower and each Subsidiary and each
                  jurisdiction where any Collateral is located and where a
                  filing was made in connection with the Original Credit
                  Agreement or the Existing Credit Agreement and the Collateral
                  Documents, confirming (subject to the Effective Date Filings
                  and to the extent filing is required) the perfected security
                  interest in the Collateral in favor of the Collateral Agent
                  for the benefit of the Secured Parties.

                  (d)      The Administrative Agent shall have received (i) an
         opinion of Thompson Hine LLP, counsel to the Borrower and the
         Subsidiaries, substantially in the form of Exhibit E-1 hereto and (ii)
         an opinion of Lexence N.V., counsel to the Subsidiary Borrower,
         substantially in the form of Exhibit E-2 hereto, each dated the
         Effective Date and addressed to the Administrative Agent and the
         Lenders.

                  (e)      The Administrative Agent shall have received:

                           (i)      Copies of the certificate of incorporation
                  of the Borrowers and each Guarantor, together with all
                  amendments, and a certificate of good standing, each certified
                  by the appropriate governmental officer in its jurisdiction of
                  incorporation.

                           (ii)     Copies, certified by the Secretary or
                  Assistant Secretary of the Borrowers and each Guarantor, of
                  its by-laws and of its Board of Directors' resolutions and of
                  resolutions or actions of any other body authorizing the
                  execution of the Loan Documents to which such person is a
                  party.

                           (iii)    An incumbency certificate, executed by the
                  Secretary or Assistant Secretary of the Borrowers and each
                  Guarantor, which shall identify by name and

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                  title and bear the signatures of the Responsible Officers and
                  any other officers of the Borrowers and each Guarantor
                  authorized to sign the Loan Documents to which the Borrowers
                  or such Guarantor is a party, upon which certificate the
                  Administrative Agent and the Lenders shall be entitled to rely
                  until informed of any change in writing by the Borrowers or
                  such Guarantor.

                           (iv)     An Officer's Certificate, dated the
                  Effective Date and signed by a Responsible Officer of the
                  Borrowers confirming compliance with the conditions precedent
                  set forth in subparagraphs (g), (h), (i) and (j) of this
                  Section 4.01 and in subparagraphs (b), (c) and (d) of Section
                  4.02;

                           (v)      such other documents, opinions, certificates
                  and agreements in connection with the Revolving Credit
                  Facility, in form and substance satisfactory to the
                  Administrative Agent, as it shall reasonably request.

                  (f)      The Borrower shall have paid all Fees and other
         amounts due and payable to the Administrative Agent or any Lender on or
         prior to the Effective Date, including, without limitation, all fees
         and other amounts accrued to the Effective Date to the Administrative
         Agent for the account of each Lender pursuant to Section 2.05 of the
         Existing Credit agreement.

                  (g)      No Material Adverse Change shall have occurred (i)
         since August 31, 2002 or (ii) relative to the pro-forma financial
         statements in the Confidential Information Memorandum.

                  (h)      The Administrative Agent shall have received evidence
         satisfactory to it that the Borrower and the Subsidiaries have obtained
         all governmental (whether domestic or foreign), shareholder and third
         party consents and approvals and expiration of all applicable waiting
         or appeal periods necessary or, in the opinion of the Administrative
         Agent, appropriate in connection with the Revolving Credit Facility and
         the pledge of the Collateral for the Revolving Credit Facility without
         any action being taken that could restrain, prevent or impose any
         material adverse condition on the Borrower, the Subsidiaries (or any of
         them) or the transactions contemplated hereby or that could seek or
         threaten any of the foregoing, and no law or regulation or condition
         shall be applicable which in the judgment of the Administrative Agent
         could have such effect.

                  (i)      There shall not exist any action, suit, investigation
         or proceeding pending or threatened in any court or before any
         arbitrator or Governmental Authority that purports to adversely affect
         the Revolving Credit Facility or that could have a Material Adverse
         Effect.

                  (j)      None of the Borrower and the Subsidiaries shall be in
         violation of any law, rule or regulation, or in default with respect to
         any judgment, writ, injunction or decree of any Governmental Authority,
         where such violation or default could reasonably be expected to result
         in a Material Adverse Effect.

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                  (k)      Each "Lender" under the Existing Agreement which is
         not a Lender under this Amended Agreement shall have delivered to the
         Administrative Agent a consent hereto in form satisfactory to the
         Administrative Agent.

                  (l)      An Intercompany Note and Supplemental Agreement shall
         have been executed and delivered by Tarby of Delaware, Inc.

                  (m)      The Borrower shall have repaid in full (or shall
         repay in full substantially contemporaneously with the initial
         extension of credit hereunder) all loans outstanding under the Existing
         Agreement together with all accrued interest and fees including Letter
         of Credit Fees) payable thereunder (whether or not due and owing).

                  (n)      Each Lender which is not already a party to the
         Collateral Agency Agreement shall have executed a counterpart thereof.

         SECTION 4.02. All Credit Events. The obligations of the Lenders to make
Loans hereunder, and the obligation of the Issuing Bank to issue or amend
Letters of Credit hereunder, are subject to the satisfaction of the conditions
that on the date of each Borrowing and on the date of issuance of each Letter of
Credit:

                  (a)      The Administrative Agent shall have received a notice
         of such Borrowing as required by Section 2.04 or Section 2.11, or a
         notice requesting the issuance of such Letter of Credit as required by
         Section 2.23(c), or a notice requesting a Swingline Borrowing as
         required by Section 2.22(a), as applicable.

                  (b)      The representations and warranties set forth in
         Article III and the representations and warranties of the Borrower and
         the Subsidiaries set forth in the other Loan Documents shall be true
         and correct in all material respects on and as of the date of such
         Borrowing or the date of the issuance of such Letter of Credit with the
         same effect as though made on and as of such date, except to the extent
         such representations and warranties expressly relate to an earlier date
         (in which case such representations and warranties shall be true and
         correct in all material respects on and as of such earlier date).

                  (c)      At the time of and immediately after such Borrowing
         or the issuance of such Letter of Credit, the aggregate outstanding
         Dollar Amount of the Loans of each Class, the Swingline Exposure and
         the Letter of Credit Exposure shall not exceed the limitations set
         forth in Section 2.02.

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

Each Borrowing hereunder and each issuance or amendment of a Letter of Credit
hereunder shall be deemed to constitute a representation and warranty by the
Borrowers on the date of such Borrowing or issuance of such Letter of Credit as
to the matters specified in paragraphs (b), (c) and (d) of this Section 4.02.
For purposes of this Section 4.02, a "Borrowing" does not include a conversion
or continuation of a previously outstanding Borrowing pursuant to Section 2.11.

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                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

         Each of the Borrowers covenants and agrees with each Lender that so
long as this Amended Agreement shall remain in effect and until the Commitments
have been terminated and the Loans, together with interest, Fees and all other
Obligations have been paid in full, all Letters of Credit have been canceled or
have expired, and all amounts drawn thereunder have been reimbursed in full,
unless the Required Lenders shall otherwise consent in writing:

         SECTION 5.01. Existence, Businesses and Properties.

                  (a)      The Borrower will, and will cause each of the
         Subsidiaries to, do or cause to be done all things necessary to
         preserve, renew and keep in full force and effect its legal existence,
         except as otherwise expressly permitted under Sections 6.05(a) and (b).

                  (b)      The Borrower will, and will cause each of the
         Subsidiaries to, do or cause to be done all things necessary to obtain,
         preserve, renew, extend and keep in full force and effect the rights,
         leases, privileges, licenses, permits, franchises, authorizations,
         patents, copyrights, trademarks, trade names and all other intellectual
         property material to the conduct of its business; maintain and operate
         such business in substantially the manner in which it is presently
         conducted and operated; comply in all material respects with all
         applicable laws, rules, regulations (including any zoning, building,
         ordinance, code or approval or any building permits or any restrictions
         of record or agreements affecting real property and excluding
         environmental laws, which are subject to the provisions of Section
         5.11) and judgments, writs, injunctions, decrees and orders of any
         Governmental Authority, whether now in effect or hereafter enacted; and
         at all times maintain and preserve all property material to the conduct
         of such business and keep such property in good repair, working order
         and condition (subject to ordinary wear and tear) and from time to time
         make, or cause to be made, all needful and proper repairs, renewals,
         additions, improvements and replacements thereto necessary in order
         that the business carried on in connection therewith may be properly
         conducted at all times.

         SECTION 5.02. Insurance.

                  (a)      The Borrower will, and will cause each of the
         Subsidiaries to, keep its insurable properties fully insured at all
         times by financially sound and reputable insurers; such insurance to
         include fire and other risks insured against by extended coverage,
         public and product liability insurance against claims for personal
         injury or death or property damage occurring upon, in, about or in
         connection with the use of any properties owned, occupied or controlled
         by it and business interruption insurance, and maintain such other
         insurance as may be required by law and as is customary in the
         industry.

                  (b)      The Borrower will, and will cause each of the
         Subsidiaries to, on the request of the Administrative Agent, deliver
         original or certified copies of all insurance policies to the
         Administrative Agent.

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                  (c)      In connection with the covenants set forth in this
         Section 5.02, it is understood and agreed that:

                           (i)      none of the Administrative Agent, the
                  Lenders, the Issuing Bank or their respective agents or
                  employees shall be liable for any loss or damage insured by
                  the insurance policies required to be maintained under this
                  Section 5.02, it being understood that (A) the Borrower and
                  the Subsidiaries shall look solely to their insurance
                  companies or any other parties other than the aforesaid
                  parties for the recovery of such loss or damage and (B) such
                  insurance companies shall have no rights of subrogation
                  against the Administrative Agent, the Lenders, the Issuing
                  Bank or their Affiliates, agents or employees;

                           (ii)     upon the occurrence of an Event of Default,
                  the Borrower will permit an insurance consultant retained by
                  the Administrative Agent, at the expense of the Borrower, to
                  review the insurance policies maintained by the Borrower and
                  the Subsidiaries; and

                           (iii)    the designation of any form, type or amount
                  of insurance coverage by the Administrative Agent or the
                  Lenders under this Section 5.02 shall in no event be deemed a
                  representation, warranty or advice by the Administrative Agent
                  or the Lenders that such insurance is adequate for the
                  purposes of the business of the Borrower and the Subsidiaries
                  or the protection of their properties.

         SECTION 5.03. Obligations and Taxes. The Borrower will, and will cause
each of the Subsidiaries to, pay all of its Indebtedness and other obligations
promptly and in accordance with their terms and pay and discharge promptly when
due all taxes, assessments and governmental charges or levies imposed upon it or
upon its income or profits or in respect of its property, before the same shall
become delinquent or in default, as well as all lawful claims for labor,
materials and supplies or otherwise which, if unpaid, might give rise to a Lien
upon such properties or any part thereof, provided, that, such payment and
discharge shall not be required with respect to any such tax, assessment,
charge, levy or claim so long as the validity or amount thereof shall be
contested in good faith by appropriate proceedings diligently pursued and the
Borrower shall have set aside on its books adequate reserves in accordance with
GAAP with respect thereto and such contest operates to suspend collection of the
contested obligation, tax, assessment or charge and enforcement of a Lien.

         SECTION 5.04. Financial Statements, Reports, etc. The Borrower will
furnish to the Administrative Agent and each Lender:

                  (a)      as soon as available, and in any event within 105
         days after the end of each Fiscal Year (i) its consolidated and
         consolidating balance sheet and related consolidated and consolidating
         statements of operations and cash flows, showing the consolidated and
         consolidating financial position of the Borrower and its Consolidated
         Subsidiaries as of the close of such Fiscal Year and the consolidated
         and consolidating results of their operations and cash flows during
         such year, in each case setting forth in comparative form the figures
         for the preceding Fiscal Year, with all of the consolidated statements
         having been audited by a nationally recognized independent public
         accounting

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         firm and accompanied by an opinion of such accountants (which shall not
         be qualified in any material respect) to the effect that such financial
         statements fairly present the consolidated financial position and
         consolidated results of operations and cash flows of the Borrower and
         its Consolidated Subsidiaries in accordance with GAAP consistently
         applied and (ii) copies of its Annual Report on Form 10-K prepared in
         compliance with the requirements therefor and filed with the SEC;

                  (b)      as soon as available, and in any event within 45 days
         after the end of each of the first three fiscal quarters of each Fiscal
         Year (i) its consolidated balance sheet and related consolidated
         statements of operations and cash flows, showing the consolidated
         financial position of the Borrower and its Consolidated Subsidiaries as
         of the close of such fiscal quarter, the consolidated results of their
         operations and cash flows during such fiscal quarter and the then
         elapsed portion of such Fiscal Year and the consolidated cash flows for
         the then elapsed portion of such Fiscal Year, all certified by one of
         its Financial Officers as fairly presenting the consolidated financial
         position and consolidated results of operations and cash flows of the
         Borrower and its Consolidated Subsidiaries in accordance with GAAP
         consistently applied, subject to normal year-end audit adjustments and
         (ii) copies of its Quarterly Report on form 10-Q prepared in compliance
         with the requirements therefore and filed with the SEC;

                  (c)      concurrently with any delivery of financial
         statements under paragraph (a) or (b) above, an Officer's Certificate
         of the Borrower certifying that no Default or Event of Default has
         occurred or, if such a Default or Event of Default has occurred,
         specifying the nature and extent thereof and any corrective action
         taken or proposed to be taken with respect thereto;

                  (d)      concurrently with any delivery of financial
         statements under paragraph (a) or (b) above, a certificate of a
         Financial Officer of the Borrower, substantially in the form of Exhibit
         F hereto, (i) setting forth computations in reasonable detail
         satisfactory to the Administrative Agent demonstrating compliance with
         the covenants contained in Sections 6.12 and 6.13, (ii) setting forth
         computations in reasonable detail satisfactory to the Administrative
         Agent demonstrating the Consolidated Leverage Ratio, and (iii) stating
         whether, since the date of the most recent Required Financial
         Statements previously delivered, there has been any material change in
         the generally accepted accounting principles applied in the preparation
         of the Borrower's financial statements and, if so, describing such
         change;

                  (e)      promptly upon their becoming publicly available,
         copies of all (i) financial statements, reports, notices and proxy
         statements sent or made available by the Borrower to all of its
         security holders in compliance with the Exchange Act or any comparable
         Federal or state laws relating to the disclosure by any person of
         information to its security holders, (ii) all regular and periodic
         reports and all registration statements and prospectuses filed by the
         Borrower with any securities exchange or with the SEC, and (iii) all
         press releases and other statements made available by the Borrower or
         its Subsidiaries concerning material developments in the business of
         the Borrower or any of the Subsidiaries, as the case may be;

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                  (f)      promptly upon completion, but in any event not later
         than 45 days after the commencement of each Fiscal Year, a copy of
         projections by the Borrower of its consolidated balance sheet and
         related consolidated statements of operations and cash flows for such
         Fiscal Year (including all material assumptions to such projections)
         and a budget for such Fiscal Year, all in form customarily prepared by
         the Borrower's management, such projected financial statements to be
         accompanied by a certificate of a Financial Officer to the effect that
         such projected financial statements have been prepared in good faith,
         based on assumptions that the Borrower believes to be reasonable and
         based on the best information available to the Borrower and that such
         Financial Officer has no reason to believe they are misleading, in any
         material respect in light of the circumstances existing at the time of
         preparation thereof;

                  (g)      at least 10 but not more than 30 days prior to any
         Permitted Acquisition, financial projections covering the period from
         the date of such Permitted Acquisition through the Revolving Credit
         Maturity Date giving effect to such Permitted Acquisition and
         demonstrating compliance by the Borrower on a pro forma basis with the
         covenants in Article VI from and after the date of, and after giving
         effect to such Permitted Acquisition through the Revolving Credit
         Maturity Date (such projections to be certified by a Financial Officer
         of the Borrower as having been prepared in good faith on the basis of
         assumptions believed by the Borrower to be reasonable);

                  (h)      as soon as available, and in any event within 15 days
         of receipt, any final management letter issued or provided by the
         auditors of the Borrower or any Subsidiary; and

                  (i)      promptly, from time to time, such other information
         regarding the operations, business affairs and financial condition of
         the Borrower or any Subsidiary, or compliance with the terms of any
         Loan Document, as the Administrative Agent or any Lender may reasonably
         request.

         SECTION 5.05. Other Information. (a) The Borrower will furnish to the
Administrative Agent prompt written notice of the following:

                           (i)      any Default or Event of Default, specifying
                  the nature and extent thereof and the corrective action (if
                  any) proposed to be taken with respect thereto;

                           (ii)     the filing or commencement of, or any threat
                  or notice of intention of any person to file or commence, any
                  action, suit or proceeding, whether at law or in equity or by
                  or before any Governmental Authority, against or affecting the
                  Borrower or any of the Subsidiaries (A) which, if adversely
                  determined, could individually or in the aggregate, reasonably
                  be expected to have a Material Adverse Effect or (B) which
                  involves a claim or series of related claims against the
                  Borrower or any Subsidiary in excess of $2,000,000; provided,
                  that, the Borrower is not required to give written notice of
                  claims fully covered by third party insurance;

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                           (iii)    all matters materially affecting the value,
                  enforceability or collectibility of any material portion of
                  its assets, including changes to significant contracts,
                  schedules of equipment, changes of significant equipment or
                  real property, the reclamation or repossession of, or the
                  return to the Borrower or any of the Subsidiaries of, a
                  material amount of goods and material claims or disputes
                  asserted by any customer or other obligor, which matters could
                  have a Material Adverse Effect;

                           (iv)     any material adverse change in the
                  relationship between any of the Borrowers and the
                  Subsidiaries, on the one hand, and any of its respective
                  suppliers, licensors or customers, on the other hand, which
                  could reasonably be expected to have a Material Adverse
                  Effect;

                           (v)      all proposed amendments to any material
                  agreement relating to Indebtedness to which the Borrower or
                  any Subsidiary is a party; and

                           (vi)     any development that individually or in the
                  aggregate has resulted in, or could reasonably be expected to
                  have, a Material Adverse Effect.

                  (b)      Immediately upon receipt by the Borrower, the
         Borrower shall provide the Administrative Agent and the Lenders with
         copies of all notices (including notices of default), statements and
         financial information received from any other creditor or lessor with
         respect to any item of Indebtedness which, if not paid, could give rise
         to an Event of Default or the repossession of material property from
         the Borrower or any of the Subsidiaries.

                  (c)      Any notification required by this Section 5.05 shall
         be accompanied by a certificate of a Financial Officer of the Borrower
         setting forth the details of the specified events and the action which
         the Borrower proposes to take with respect thereto.

         SECTION 5.06. ERISA.

                  (a)      The Borrower will, and will cause each of the
         Subsidiaries to, comply in all material respects with the applicable
         provisions of ERISA and the Code.

                  (b)      The Borrower will promptly give notice to the
         Administrative Agent and each Lender of the following events, as soon
         as possible and in any event within 30 days after the Borrower knows or
         has reason to know thereof: (i) the occurrence or expected occurrence
         of any Reportable Event with respect to any Plan, a failure to make any
         required contribution to a Plan, any filing by the Borrower with the
         PBGC of a notice of intent to terminate a Plan, any receipt by the
         Borrower of notice from the PBGC of the intention of the PBGC to
         terminate a Plan or appoint a trustee to administer a Plan, any Lien in
         favor of the PBGC or a Plan, or any withdrawal from, or the
         termination, reorganization or insolvency (within the meaning of such
         terms as used in ERISA) of, any Multiemployer Plan; or (ii) the
         institution of proceedings or the taking of any other action by the
         PBGC or the Borrower or any Commonly Controlled Entity or any
         Multiemployer Plan with respect to the withdrawal from, or the
         termination,

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         reorganization or insolvency (within the meaning of such terms as used
         in ERISA) of, any Single Employer Plan or Multiemployer Plan.

         SECTION 5.07. Maintaining Records, Access to Properties and
Inspections. The Borrower will, and will cause each of the Subsidiaries to, keep
proper books of record and account in which full, true and correct entries in
conformity with GAAP and all requirements of law are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and
will cause each of the Subsidiaries to, permit any representatives designated by
the Administrative Agent or any Lender to visit and inspect the financial
records and the properties of the Borrower or any Subsidiary at reasonable times
and as often as reasonably requested, and to make extracts from and copies of
such financial records, and permit any representatives designated by the
Administrative Agent or any Lender to discuss the affairs, finances and
condition of the Borrower or any Subsidiary with the officers thereof and
independent accountants therefor (with representatives of the Borrower present
unless an Event of Default or Default has occurred and is continuing).

         SECTION 5.08. Use of Proceeds. The Borrowers will use the proceeds of
the Loans and request the issuance of Letters of Credit only for the purposes
set forth in Section 3.13.

         SECTION 5.09. Interest Rate Protection Agreements. After the Effective
Date in the event the Borrower elects to enter into and thereafter maintain in
full force and effect Interest Rate Protection Agreements, then such Interest
Rate Protection Agreements shall be at rates and on terms reasonably
satisfactory to the Administrative Agent and the Borrower; provided, that, it is
understood and agreed that any Interest Rate Protection Agreement entered into
with any person other than a Lender must be unsecured. The Borrower will
promptly deliver evidence of the execution and delivery of such Interest Rate
Protection Agreements to the Administrative Agent.

         SECTION 5.10. Fiscal Year. The Borrower will cause its Fiscal Year to
end on August 31 in each year. The Borrower will cause each Subsidiary to cause
their respective Fiscal Years to end on the date in each year that is the date
of such Subsidiaries' Fiscal Year end in effect as of the Effective Date.

         SECTION 5.11. Compliance with Environmental Laws; Preparation of
Environmental Reports.

                  (a)      The Borrower will, and will cause each Subsidiary to,
         comply, and use its best efforts to cause all lessees and other persons
         occupying the properties owned or leased by the Borrower and the
         Subsidiaries to comply, in all material respects with all environmental
         laws and environmental permits applicable to its operations and
         properties except to the extent that the failure to comply therewith
         could not reasonably be expected to result in liability in excess of
         $500,000; obtain and renew all material environmental permits necessary
         for its operations and properties; and conduct any remedial action
         required under, and in accordance with, environmental laws, except to
         the extent that: (i) the cost of such remedial action could not
         reasonably be expected to exceed $500,000; or (ii) the necessity of any
         such remedial action is being contested in good faith by

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         appropriate proceedings timely instituted and diligently pursued and in
         the manner provided by applicable law.

                  (b)      If a Default or Event of Default caused by reason of
         a breach of Section 3.17 or 5.11(a) shall have occurred and be
         continuing, or if the laws of the United States or any state in which
         the Borrower or any of the Subsidiaries leases or owns property provide
         that a Lien upon the property of the Borrower or any of the
         Subsidiaries may be obtained for the removal of Hazardous Materials
         which have been released, at the request of the Required Lenders
         through the Administrative Agent, the Borrower will provide to the
         Lenders within 45 days after such request, at the expense of the
         Borrower, an environmental site assessment report for the properties
         which are the subject of such Default or Event of Default prepared by
         an environmental consulting firm reasonably acceptable to the
         Administrative Agent and indicating the presence or absence of
         Hazardous Materials and the estimated cost of any compliance or
         remedial action in connection with such properties. To the extent any
         such Hazardous Materials are located therein or thereunder that either
         (i) subjects a property to Lien or (ii) requires removal to safeguard
         the health of any person, the Borrower shall, and shall cause each of
         the Subsidiaries to, remove, or cause to be removed, such Lien and such
         Hazardous Materials at the Borrower's expense.

         SECTION 5.12. Subsidiaries. The Borrower shall cause each and every
Domestic Subsidiary that is organized or acquired subsequent to the Effective
Date to execute and deliver an Intercompany Note and a Supplemental Agreement
immediately upon and contemporaneously with their organization or acquisition.
The Borrower will cause each and every Wholly Owned Subsidiary that is a Foreign
Subsidiary and each and every Foreign Subsidiary that is not a Wholly Owned
Subsidiary that is existing as of the Effective Date, or organized or is
acquired subsequent thereto, to (x) prior to the date the applicable Foreign
Subsidiary incurs Intercompany Indebtedness to the Borrower or a Wholly Owned
Subsidiary that is a Domestic Subsidiary, at which time and as a condition to
that borrowing, such Foreign Subsidiary shall execute and deliver an
Intercompany Note, and (y) in the event any Foreign Subsidiary borrows funds (as
permitted hereunder) in excess of $250,000 from the Borrower or any Domestic
Subsidiary, contemporaneously with such borrowing, deliver an opinion of counsel
reasonably required by the Administrative Agent and the Collateral Agent, as the
case may be, regarding the enforceability thereof and the Lender's security
interest therein. Nothing in this Section 5.12 shall be deemed to imply that any
such acquisition or organization of a Subsidiary is permitted under this Amended
Agreement.

         SECTION 5.13. Further Assurances. Within 10 days after a request by the
Administrative Agent, the Collateral Agent or the Required Lenders, the Borrower
will, and will cause each Subsidiary to, execute any and all further documents,
financing statements, agreements and instruments, and take all further action
(including filing Uniform Commercial Code and other financing statements that
may be required under applicable law, or that the Required Lenders, the
Administrative Agent or the Collateral Agent may reasonably request), in order
to effectuate the transactions contemplated by the Loan Documents and in order
to grant, maintain, preserve, protect and perfect the validity and first
priority of the security interests created or intended to be created by the
Collateral Documents. Such security interests and Liens will be created under
the Collateral Documents and other security agreements, instruments and

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documents in form and substance satisfactory to the Administrative Agent and the
Collateral Agent, and the Borrower shall deliver or cause to be delivered to the
Lenders all such instruments and documents (including legal opinions and lien
searches) as the Administrative Agent and the Collateral Agent shall reasonably
request to evidence compliance with this Section 5.13. The Borrower agrees to
provide such evidence as the Administrative Agent and the Collateral Agent shall
reasonably request as to the perfection and priority status of each such
security interest and Lien.

         SECTION 5.14. Foreign Subsidiaries. With respect to those Foreign
Subsidiaries that are Wholly Owned Subsidiaries and listed on Schedule 5.14, the
Borrower agrees (to the extent it has not already done so) to cause such Foreign
Subsidiaries to execute and deliver to the Borrower, and then to the Collateral
Agent pursuant to the Pledge Agreement, all within 90 days from the Effective
Date, Intercompany Notes executed on behalf of such Foreign Subsidiaries.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

         Each of the Borrowers covenants and agrees with each Lender that so
long as this Amended Agreement shall remain in effect and until the Commitments
have been terminated and the Loans, together with interest, Fees and all other
Obligations have been paid in full, all Letters of Credit have been canceled or
have expired and all amounts drawn thereunder have been reimbursed in full,
unless the Required Lenders shall otherwise consent in writing:

         SECTION 6.01. Indebtedness. The Borrower will not, and will not cause
or permit any of the Subsidiaries to, incur, create, issue, assume, guarantee or
permit to exist any Indebtedness or Disqualified Stock, except:

                  (a)      Indebtedness or Disqualified Stock existing on the
         Effective Date that is set forth in Schedule 6.01 (but not any
         extension, renewal, increase or refinancing thereof, other than the
         refinancing of Indebtedness permitted under Section 6.01(d) if such
         refinancing is within the terms and limits of Section 6.01(d));

                  (b)      Indebtedness created and evidenced by the Loan
         Documents;

                  (c)      Intercompany Indebtedness existing on the Effective
         Date that is set forth on Schedule 6.01, or arising thereafter;
         provided, that (i) in the case of Intercompany Indebtedness existing on
         the Effective Date, all such Indebtedness is listed on Schedule 6.01,
         (ii) in the case of Intercompany Indebtedness arising after the
         Effective Date, all such Indebtedness is evidenced by Intercompany
         Notes pledged to the Collateral Agent pursuant to the Pledge Agreement
         and is permitted pursuant to Section 6.04(b); provided, that, the
         aggregate Intercompany Indebtedness of Foreign Subsidiaries to the
         Borrower or any Domestic Subsidiary shall not exceed $60,000,000 at any
         time and, contemporaneously with any loan or advance to a Foreign
         Subsidiary, if required by the terms of Section 5.12, the Borrower
         shall deliver or cause to be delivered to the Collateral Agent an
         opinion of counsel to such Foreign Subsidiary, in form and substance
         reasonably satisfactory to the Collateral Agent, stating that the
         applicable Intercompany

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         Note is the valid, binding and enforceable obligation of such Foreign
         Subsidiary and (iii) Intercompany Indebtedness that is created between
         Domestic Subsidiaries that are Wholly Owned Subsidiaries is not
         required to be evidenced by Intercompany Notes; provided that such
         Indebtedness (A) is incurred in good faith, in the ordinary course of
         business, and for a legitimate company purpose, (B) is unsecured and
         (C) is, by its terms, not assignable, transferable, sellable, or
         otherwise pledgeable to any third party;

                  (d)      Indebtedness for borrowed money of Foreign
         Subsidiaries to unrelated third parties (including guarantees with
         respect thereto by the Borrower or any other Subsidiaries, so long as
         such guarantees are unsecured; provided, that such guarantees may be
         secured by Liens on the assets (other than Capital Stock) of the
         applicable Foreign Subsidiary)) that does not exceed $30,000,000 in an
         aggregate amount outstanding at any time, (which Indebtedness includes
         the Indebtedness described in item 6 of Schedule 6.01);

                  (e)      Indebtedness of the Borrower or any Wholly Owned
         Subsidiary that is a Domestic Subsidiary to Foreign Subsidiaries;
         provided, that such Indebtedness is unsecured and is created and
         outstanding under an agreement or instrument pursuant to which such
         Indebtedness is subordinated to the Obligations secured under the
         Collateral Documents at least to the extent provided in the instrument
         attached hereto as Exhibit I;

                  (f)      Indebtedness owed to any person providing worker's
         compensation, health, disability or other employee benefits, property,
         casualty or liability insurance to the Borrower or any Subsidiary, so
         long as such Indebtedness shall not be in excess of the amount of the
         unpaid cost or estimated or negotiated amounts of, and shall be
         incurred only to defer the cost or estimated or negotiated amounts of,
         such insurance for the applicable insurance period for which such
         Indebtedness is incurred and such Indebtedness shall be outstanding
         only during such period (which period shall not extend beyond the date
         that is two years after the date on which such Indebtedness is
         incurred);

                  (g)      Indebtedness (including Capital Lease Obligations and
         Purchase Money Indebtedness) issued or assumed as the deferred purchase
         price of property or services (excluding trade accounts payable arising
         in the ordinary course of business and paid in accordance with
         customary trade terms) in a principal amount at any time outstanding
         not in excess of $5,000,000 and incurred to finance Capital
         Expenditures permitted by Section 6.12;

                  (h)      Interest Rate Protection Agreements entered into in
         accordance with Section 5.09;

                  (i)      Indebtedness for advances permitted by Section
         6.04(d);

                  (j)      Indebtedness issued to a seller or assumed as the
         deferred purchase price of a person (or to which the acquired person is
         subject), business or asset in connection with a Permitted Acquisition
         pursuant to Section 6.04(g); provided, that (i) such Indebtedness is
         not secured by a Lien on any assets other than assets acquired in such
         Permitted Acquisition, (ii) any Indebtedness issued or assumed pursuant
         to this Section

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         6.01(j) may not be refinanced in any manner except with Revolving Loans
         and (iii) the aggregate principal Dollar Amount of all such
         Indebtedness outstanding at any time (together with the aggregate
         principal amount of Indebtedness outstanding at such time pursuant to
         Section 6.01(m)) shall not exceed $30,000,000;

                  (k)      Indebtedness from one Wholly Owned Foreign Subsidiary
         to another Wholly Owned Foreign Subsidiary; provided, that, such
         Indebtedness (i) is incurred in good faith, in the ordinary course of
         business, and for a legitimate company purpose, (ii) is unsecured and
         (iii) is, by its terms, not assignable, transferable, sellable, or
         otherwise pledgeable to any third party;

                  (l)      Indebtedness of Foreign Subsidiaries pursuant to
         foreign currency hedge contracts entered into in the ordinary course of
         business;

                  (m)      Indebtedness arising under the Romaco Notes; provided
         that the outstanding principal amount of such Indebtedness, together
         with the outstanding aggregate principal Dollar Amount of Indebtedness
         incurred pursuant to Section 6.01(j) shall at no time exceed
         $30,000,000;

                  (n)      Indebtedness of any Italian Subsidiary, any German
         Subsidiary, any UK Subsidiary, any Canadian Subsidiary that (i) does
         not exceed, for all such Subsidiaries on a collective basis,
         $50,000,000 in the aggregate, (ii) is collateralized by a Bank One
         Foreign Currency Letter of Credit, and (iii) is unsecured;

                  (o)      Indebtedness created pursuant to the Senior Note
         Purchase Agreement and evidenced by the Senior Notes;

                  (p)      Indebtedness of the Borrower or any of its
         Subsidiaries incurred in connection with the issuance of Bank
         Guarantees; provided, that (i) the aggregate principal Dollar Amount of
         such Bank Guarantees does not exceed $15,000,000 at any one time and
         (ii) such Bank Guarantees shall be (A) incurred in good faith, in the
         ordinary course of business and for a legitimate company purpose, (B)
         unsecured and (C) otherwise issued on terms satisfactory to the
         Administrative Agent and the Required Lenders; and

                  (q)      Unsecured Indebtedness the net proceeds of which are
         used to refinance the Subordinated Notes, provided, that, such
         Indebtedness shall have subordination terms at least as favorable to
         the Lenders as those in the Subordinated Notes and shall otherwise be
         on terms satisfactory to the Administrative Agent and the Required
         Lenders; and further provided that the Borrower shall not refinance the
         Subordinated Notes prior to maturity pursuant to any subsection of this
         Section 6.01 with Indebtedness which is not so subordinated unless the
         Consolidated Leverage Ratio is, on a pro forma basis giving effect to
         such refinancing, less than 3.25 to 1.0.

         SECTION 6.02. Negative Pledge. The Borrower will not, and will not
cause or permit any of the Subsidiaries to, create, incur, assume or permit to
exist any Lien on any property or assets (including Capital Stock or other
securities of any Subsidiary or other person) now owned

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or hereafter acquired by it or on any income or revenues or rights in respect
of any thereof, except:

                  (a)      Liens existing on the Effective Date and that are set
         forth in Schedule 6.02, provided that such Liens secure only those
         obligations which they secure on the Effective Date;

                  (b)      Liens in favor of the Collateral Agent on behalf of
         the Secured Parties created by the Collateral Documents securing the
         Obligations and the Senior Notes;

                  (c)      Liens for taxes not yet due or which are being
         contested in compliance with Section 5.03;

                  (d)      carriers', warehousemen's, mechanic's, materialmen's,
         repairmen's or other like Liens arising in the ordinary course of
         business and securing obligations that are not due or which are being
         contested in compliance with Section 5.03;

                  (e)      pledges and deposits made in the ordinary course of
         business in compliance with workmen's compensation, unemployment
         insurance and other social security laws or regulations;

                  (f)      deposits to secure the performance of bids, trade
         contracts (other than for Indebtedness), leases (other than Capital
         Lease Obligations), statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature incurred in
         the ordinary course of business;

                  (g)      zoning restrictions, easements, rights-of-way and
         restrictions on use of real property existing as of the Effective Date
         or incurred in the ordinary course of business which, in the aggregate,
         are not substantial in amount and do not materially detract from the
         value of the property subject thereto or interfere with the ordinary
         conduct of the business of the Borrower or any of the Subsidiaries;

                  (h)      unperfected Liens arising by operation of law under
         Article 2 of the Uniform Commercial Code in favor of unpaid sellers or
         prepaying buyers of goods relating, to amounts that are not past due in
         accordance with their respective terms of sale;

                  (i)      purchase money security interests in real property,
         improvements thereto or equipment hereafter acquired (or, in the case
         of improvements, constructed) by the Borrower or any Subsidiary;
         provided, that (i) such security interests secure Indebtedness
         permitted by Section 6.01(g), (ii) such security interests are
         incurred, and the Indebtedness secured thereby is created, within 90
         days after such acquisition (or completion of construction), (iii) the
         Indebtedness secured thereby does not exceed 100% of the lesser of the
         cost or the fair market value of such real property, improvements or
         equipment at the time of such acquisition (or completion of
         construction) and (iv) such security interests do not apply to any
         other property or assets of the Borrower or any Subsidiary;

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                  (j)      leases or subleases which are entered into in the
         ordinary course of the business and which do not interfere in any
         material respect with the ordinary conduct of the business of the
         Borrower or its Subsidiaries;

                  (k)      Liens existing on any asset (other than Capital
         Stock) acquired in a Permitted Acquisition or on the assets (other than
         Capital Stock) of any person acquired in a Permitted Acquisition;
         provided, that, (i) the Indebtedness secured by any such Lien is
         permitted under Section 6.01(j), (ii) any such Lien is created at the
         time of completion of the Permitted Acquisition, (iii) the Indebtedness
         secured thereby does not exceed 100% of the lesser of the cost or the
         fair market value of the asset acquired at the time of the Permitted
         Acquisition and (iv) such Liens are confined solely to the asset
         acquired (or assets of the person acquired) and do not apply to any
         other asset of the Borrower or any Subsidiary; and

                  (l)      Liens on assets (other than Capital Stock) of Foreign
         Subsidiaries securing Indebtedness or guarantees permitted under
         Section 6.01(d).

         SECTION 6.03. Certain Amendments. The Borrower will not, and will not
cause or permit any of the Subsidiaries to, enter into any amendment,
modification or waiver of (a) the Certificate of Incorporation or By-laws or
comparable governing instruments of the Borrower or any of the Subsidiaries as
in effect on January 8, 1999, other than amendments, modifications and waivers
which are not, individually or in the aggregate, adverse in any material respect
to the rights or interests of the Lenders, (b) the Subordinated Notes or (c) the
Senior Note Purchase Agreement without the written consent of the Lenders
required under the Collateral Agency Agreement.

         SECTION 6.04. Investments, Loans and Advances. The Borrower will not,
and will not cause or permit any of the Subsidiaries to, purchase, hold or
acquire any assets, Capital Stock, evidences of indebtedness or other securities
of, make or permit to exist any loans, extensions of credit or advances to, make
guarantees in favor of, or make or permit to exist any other investment, capital
contribution or other interest in, any other person, except:

                  (a)      (i) equity investments existing on the Effective Date
         by the Borrower in the Subsidiaries and listed on Schedule 6.04, (ii)
         contributions of equity made after the Effective Date to Subsidiaries
         of the Borrower that do not exceed $15,000,000 in the aggregate during
         any Fiscal Year, as long as such contributions are not made for the
         purpose of funding an acquisition not otherwise permitted hereunder,
         and (iii) treasury stock held by the Borrower and its Subsidiaries on
         the Effective Date and listed on Schedule 6.04 or acquired by the
         Borrower or a Subsidiary as permitted pursuant to Section 6.06(a);

                  (b)      loans and advances made after the Effective Date by
         the Borrower or any Wholly Owned Subsidiary that is a Domestic
         Subsidiary to any Subsidiary or the Borrower; provided, that, any such
         loan or advance (i) is evidenced by an Intercompany Note pledged and
         delivered to the Administrative Agent on behalf of the Secured Parties
         pursuant to the Pledge Agreement (other than as excepted in clause
         (iii) of Section 6.01(c)), and (ii) is otherwise permitted pursuant to
         Section 6.01 (c);

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                  (c)      trade accounts receivable (and related notes and
         instruments) arising in the ordinary course of business consistent with
         past practices;

                  (d)      (i) advances to employees for home-swing loans and
         moving and travel expenses in the ordinary course of business
         consistent with past practices, and guarantees by the Borrower in
         connection with home-swing loans of third parties to employees and (ii)
         loans to executive officers of the Borrower to assist in the payment of
         taxes resulting from an election made under Section 83(b) of the Code;

                  (e)      Cash Equivalents;

                  (f)      securities held by the Borrower or any of the
         Subsidiaries prior to the Effective Date and listed in Schedule 6.04;

                  (g)      in connection with one or more non-hostile
         acquisitions by the Borrower or any Qualified Acquisition Subsidiary,
         any assets or Capital Stock (other than Margin Stock) of any other
         person (such assets, in the case of an asset acquisition, or person, in
         the case of the acquisition of Capital Stock, is referred to herein as
         the "Acquired Entity") so long as (A) in the case of an acquisition of
         assets, such assets are to be used, and in the case of an acquisition
         of Capital Stock, the person so acquired is engaged, in a business
         substantially similar or related to the businesses of the Borrower on
         the date hereof, (B) the Borrower shall have provided the Lenders with
         the financial projections required by Section 5.04(g) and such other
         information as the Lenders shall reasonably request, (C) on the date of
         such acquisition and immediately after giving effect thereto, the
         representations and warranties set forth in Article III shall be true
         and correct in all material respects with the same effect as though
         made on and as of such date and no Default or Event of Default shall
         exist, (D) after giving effect to such Permitted Acquisition (as
         defined below), the Borrower shall have delivered to the Administrative
         Agent calculations satisfactory to the Administrative Agent
         demonstrating that on a pro forma basis the Borrower is in compliance
         with Sections 6.13(a) and (b), (E) in the case of an acquisition of
         Capital Stock of a person, then simultaneously with any such
         acquisition, the Administrative Agent for the benefit of the Secured
         Parties shall be granted (i) in the case of a person organized under
         the laws of the United States, any State thereof or the District of
         Columbia, a first priority security interest in all of such Capital
         Stock acquired by the Borrower or any Qualified Acquisition Subsidiary
         as part of such acquisition, and (ii) in the case of a person organized
         under the laws of a jurisdiction other than the United States, any
         State thereof or the District of Columbia, that will be acquired
         directly by the Borrower or a Domestic Subsidiary, a first priority
         security interest in 65% of all of the Capital Stock of the person so
         acquired, and in all cases the Borrower shall, and shall cause any
         applicable Subsidiary to, execute any documents (including a
         Supplemental Agreement, Intercompany Note, financing statements and
         other Collateral Documents) and take all action (including filing
         financing statements and obtaining and providing consents, and legal
         opinions) that may be required under applicable law, or that the
         Administrative Agent may request, in order to grant, preserve, protect
         and perfect such security interest, (F) in the case of an acquisition
         of Capital Stock of a person, the Borrower acquires directly or
         indirectly 100% of the Capital Stock of such person; and (G) the total
         aggregate consideration for any single acquisition (or

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         series of related acquisitions) of such Capital Stock or assets shall
         not exceed (i) $20,000,000 if immediately prior, and after giving
         effect, to such acquisition, the Consolidated Leverage Ratio is less
         than 3.00 to 1.00 and the Consolidated Fixed Charge Coverage Ratio is
         not less than 2.75 to 1.00 and (ii) $5,000,000 (and $15,000,000 in the
         aggregate for all such acquisitions in any Fiscal Year) if immediately
         prior, and after giving effect, to such acquisition, the Consolidated
         Leverage Ratio is less than 3.25 to 1.00 and the Consolidated Fixed
         Charge Coverage Ratio is not less than 2.50 to 1.00 (such consideration
         in clauses (i) and (ii) above to include, without limitation, the
         amount of Indebtedness incurred pursuant thereto as permitted by
         Section 6.01(j)) (any acquisition satisfying each of the criteria set
         forth in the preceding clauses (A) through (G) being referred to herein
         as a "Permitted Acquisition");

                  (h)      loans and advances made after the Effective Date by
         (i) any Foreign Subsidiaries to the Borrower or any Wholly Owned
         Subsidiary that is a Domestic Subsidiary that are permitted pursuant to
         Section 6.01(e) and (ii) any Wholly Owned Foreign Subsidiary to another
         Wholly Owned Foreign Subsidiary that are permitted pursuant to Section
         6.01(k);

                  (i)      loans to any Affiliate of the Borrower or its
         Subsidiaries; provided, that, (i) such loans do not exceed an aggregate
         amount equal to $5,000,000 at any one time outstanding, and (ii) all
         such loans are evidenced by Intercompany Notes pledged to the
         Administrative Agent and the Lenders pursuant to the Pledge Agreement;
         and

                  (j)      a contribution of assets to the Borrower or any
         Wholly Owned Subsidiary that is a Domestic Subsidiary to the extent
         permitted by Section 6.05(g).

         SECTION 6.05. Mergers, Consolidations, Dispositions and Acquisitions.
The Borrower will not, and will not cause or permit any of the Subsidiaries to,
(i) merge into or consolidate with any other person, (ii) permit any other
person to merge into or consolidate with it, (iii) sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or
any substantial part of its assets (whether now owned or hereafter acquired)
(iv) issue, sell, transfer, lease or otherwise dispose of any Capital Stock of
any Subsidiary to, or permit any Subsidiary to accept any capital contribution
from, any person, or (v) purchase, lease or acquire (in one transaction or a
series of transactions) all or any substantial part of the assets of any other
person, except that:

                  (a)      any Foreign Subsidiary may be merged, liquidated or
         consolidated with or into another Foreign Subsidiary if, immediately
         after giving effect to such transaction, no condition or event shall
         exist which constitutes a Default or Event of Default;

                  (b)      any Subsidiary may be merged, liquidated or
         consolidated with or into the Borrower or any Domestic Subsidiary that
         is a Wholly Owned Subsidiary if, immediately after giving effect to
         such transaction, no condition or event shall exist which constitutes a
         Default or Event of Default and the relevant Borrower or such Domestic
         Subsidiary, as applicable, is the surviving entity;

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                  (c)      the Borrower and any of the Subsidiaries may sell
         inventory in the ordinary course of business for fair value and on an
         arm's-length basis (and as may be permitted pursuant to Section 6.10)
         and may purchase inventory in the ordinary course of business;

                  (d)      the Borrower and any of the Subsidiaries may sell
         damaged, worn out or obsolete tangible assets or scrap in the ordinary
         course of business and in a commercially reasonable manner;

                  (e)      this Section 6.05 shall not be deemed violated by any
         casualty or condemnation affecting assets of the Borrower or any
         Subsidiary;

                  (f)      the Borrower and any of the Subsidiaries may sell,
         lease, transfer, assign or dispose of assets to any other person to the
         extent that the aggregate Net Cash Proceeds from such sale, lease,
         transfer, assignment or other disposition to such person do not exceed
         $2,500,000, so long as the fair market value of all property disposed
         of pursuant to this clause (f) does not exceed $5,000,000 in the
         aggregate in any Fiscal Year;

                  (g)      the Borrower or any of its Subsidiaries may transfer
         assets to the Borrower or any Wholly Owned Subsidiary which is a
         Domestic Subsidiary;

                  (h)      the Borrower or a Qualified Acquisition Subsidiary
         may make Permitted Acquisitions to the extent permitted by Section
         6.04(g);

                  (i)      the Borrower may make equity contributions to Wholly
         Owned Subsidiaries to the extent permitted by Section 6.04(a)(ii);

                  (j)      the Borrower and the Subsidiaries may make Capital
         Expenditures to the extent permitted by Section 6.12;

                  (k)      the Borrower and any applicable Subsidiary may
         acquire the Capital Stock of the Borrower or the Subsidiaries to the
         extent permitted by Section 6.06(a);

                  (l)      a non-Wholly owned Foreign Subsidiary may issue
         Capital Stock to third parties as long as (i) the proceeds thereof are
         used for working capital purposes of such Subsidiary or to finance the
         acquisition of capital assets in the ordinary course of business; and
         (ii) the issuer remains a majority-owned Subsidiary of the Borrower
         after the issuance of such Capital Stock;

                  (m)      the Borrower and its Subsidiaries may dispose of
         assets in sale lease back transactions to the extent the aggregate Net
         Cash Proceeds thereof do not exceed $5,000,000; and

                  (n)      the Borrower and any of its Subsidiaries may transfer
         the stock of any Subsidiary to any Wholly Owned Subsidiary if,
         immediately after giving effect to such transfer, no condition or event
         shall exist which constitutes a Default or Event of Default;

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         provided, however, that the stock of a Domestic Subsidiary may not be
         transferred to a Foreign Subsidiary pursuant to this subsection.

         SECTION 6.06. Dividends, Distributions and Other Restricted Payments.

                  (a)      The Borrower will not, and will not cause or permit
         any of the Subsidiaries to, (i) declare or pay, directly or indirectly,
         any dividend or make any other distribution (by reduction of capital or
         otherwise and including any tax sharing or indemnification payments),
         whether in cash, property, securities or a combination thereof, with
         respect to any Capital Stock of the Borrower or any of the
         Subsidiaries, (ii) except as expressly permitted pursuant to Section
         6.06(b) below and except for Capital Stock reacquired by the Borrower
         in connection with the exercise of stock options granted pursuant to
         employee or director stock option plans of the Borrower or in
         connection with withholding taxes due under any stock plan in which
         employees or directors participate, directly or indirectly redeem,
         purchase, retire or otherwise acquire for value, any Capital Stock of
         the Borrower or any of the Subsidiaries, whether such acquisition is
         made at the option of the Borrower or such Subsidiary or at the option
         of the holder of such Capital Stock and whether or not such acquisition
         is required under the terms and conditions applicable to such Capital
         Stock or set aside any amount for any such purpose, (iii) release,
         cancel, compromise or forgive in whole or in part any Indebtedness
         evidenced by the Intercompany Notes or (iv) directly or indirectly
         redeem, purchase, prepay, retire, defease or otherwise acquire for
         value any Indebtedness (other than Obligations), whether such
         acquisition is made at the option of the Borrower or such Subsidiary or
         at the option of the holder of such Indebtedness and whether or not
         such acquisition is required under the terms and conditions applicable
         to such Indebtedness, or set aside any amount for any such purpose,
         except for repayments of principal of any such Indebtedness in
         accordance with the scheduled amortization thereof; provided, that (v)
         any Subsidiary may declare and pay dividends or make other
         distributions to the Borrower or any Wholly Owned Subsidiary, (w) as
         long as no Event of Default then exists, the Borrower may pay cash
         dividends to the holders of its Capital Stock and repurchase or redeem
         Capital Stock of the Borrower in each Fiscal Year of the Borrower that
         do not exceed the greater of (A) the sum of (1) fifty percent (50%) of
         the Borrower's Consolidated Net Income for the preceding Fiscal Year
         and (2) the Carry Over Amount, if any, for that Fiscal Year or (B)
         $3,500,000, (x) the Borrower may prepay the Senior Notes so long as no
         Event of Default has occurred and is continuing on the date of such
         prepayment, (y) subject to Section 6.01(q), the Borrower may prepay the
         Subordinated Notes so long as no Event of Default has occurred and is
         continuing on the date of such prepayment and, (z) as a condition to
         any payments made pursuant to clauses (w), (x) or (y) preceding, after
         giving effect to such payment or prepayment, as the case may be, the
         Borrower is in compliance on a pro forma basis with the covenants
         contained in this Article VI from the date of such payment or
         prepayment through the Revolving Credit Maturity Date, and the Borrower
         shall, prior to the date of such payment or prepayment (other than with
         respect to the payment of cash dividends and the repurchase or
         redemption of Capital Stock), as the case may be, deliver to each
         Lender projections (certified in accordance with Section 5.04(g))
         demonstrating such compliance.

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                  (b)      In connection with a Permitted Acquisition in which
         Capital Stock of the Borrower is to be issued as all or part of the
         consideration therefor, the Borrower or a Restricted Subsidiary may
         repurchase a number of shares of the Capital Stock of the Borrower
         which is not greater than the number of shares of the Borrower's
         Capital Stock issued or to be issued in connection with such Permitted
         Acquisition so long as: (i) all of such Capital Stock is repurchased
         during the fiscal quarter of the Borrower in which the Permitted
         Acquisition occurs, (ii) the aggregate consideration paid for the
         Capital Stock so repurchased, together with all other consideration
         paid in such Permitted Acquisition (other than consideration consisting
         of a number of shares of the Borrower's Capital Stock not greater than
         the number of shares so repurchased) does not exceed the amount
         permitted by Section 6.04(g), and (iii) immediately prior, and after
         giving effect, to the incurrence of any Indebtedness used to effect
         such repurchase of Capital Stock, (A) if such Permitted Acquisition was
         accomplished pursuant to Section 6.04(g)(G)(i), the Consolidated
         Leverage Ratio is less than 3.00 to 1.00 and the Consolidated Fixed
         Charge Coverage Ratio is not less than 2.75 to 1.00, and (ii) if such
         Permitted Acquisition was accomplished pursuant to Section
         6.04(g)(G)(ii), the Consolidated Leverage Ratio is less than 3.25 to
         1.00 and the Consolidated Fixed Charge Coverage Ratio is not less than
         2.50 to 1.00; provided, that, any such repurchase of Capital Stock of
         the Borrower in connection with a Permitted Acquisition that is not
         completed must otherwise be permitted under Section 6.06(a).

         SECTION 6.07. Impairment of Security Interests. The Borrower will not,
and will not permit any of the Subsidiaries to, take or omit to take any action,
which action or omission might or would have the result of materially impairing
the security interests in favor of the Collateral Agent on behalf of the Secured
Parties with respect to the Collateral, and the Borrower will not, and will not
permit any of the Subsidiaries to, grant to any person (other than the
Collateral Agent on behalf of the Secured Parties pursuant to the Loan
Documents) any interest whatsoever in the Collateral.

         SECTION 6.08. Limitation on Restrictions on Subsidiary Dividends, etc.
The Borrower will not, and will not cause or permit any of the Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction or any restriction in its
articles of incorporation (except restrictions imposed by state law), By-laws or
comparable governing instruments on the ability of any Subsidiary to (a) pay
dividends or make any other distributions on or in respect of its Capital Stock,
or pay any indebtedness owed to the Borrower or any Subsidiary, (b) make loans
or advances to the Borrower or any Subsidiary or (c) except in agreements
entered into in connection with a transaction permitted by Section 6.02(i),
transfer any of its properties or assets to the Borrower or any Subsidiary,
except for such encumbrances or restrictions existing under or by reason of (i)
customary non-assignment provisions in any lease governing a leasehold interest
or in any other contract governing a contract right which in the ordinary course
of business is not assignable or (ii) this Amended Agreement and the Collateral
Documents.

         SECTION 6.09. No Other Negative Pledges. The Borrower will not, and
will not cause or permit any of the Subsidiaries to, directly or indirectly,
enter into any agreement prohibiting the creation or assumption of any Lien upon
the properties or assets of the Borrower or any Subsidiary, whether now owned or
hereafter acquired, or requiring an obligation to be secured if

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some other obligation is secured, except for this Amended Agreement and except
in agreements entered into in connection with a transaction permitted by Section
6.02(i), Section 6.02(l) or Section 6.01(n).

         SECTION 6.10. Transactions with Affiliates and Shareholders. The
Borrower will not, and will not cause or permit any of the Subsidiaries to, sell
or transfer any property or assets to, or purchase or acquire any property or
assets from, or otherwise enter into or maintain any other transactions with,
any Affiliate of the Borrower or any of the Shareholders, except that so long as
no Default or Event of Default shall have occurred and be continuing, the
Borrower or any Subsidiary may enter into any of the foregoing transactions in
the ordinary course of business at prices and on terms and conditions that are
(i) set forth in writing and (ii) as favorable to the Borrower or such
Subsidiary as would be obtainable at the time in a comparable transaction on an
arm's-length basis from an unrelated third party. The provisions of this Section
6.10 shall not prohibit (A) any payment expressly permitted under Section 6.04
or 6.06, (B) any transaction entered into and maintained among the Borrower and
any Restricted Subsidiaries or among Restricted Subsidiaries and (C) payment of
compensation to employees and directors in the ordinary course of business.
Notwithstanding the foregoing, (x) the Borrower and the Subsidiaries may engage
in transactions on a non-arm's-length basis in connection with "beachhead"
pricing in new markets as long as such transactions are permitted by the rules
and regulations regarding international transfer pricing set forth in the
Internal Revenue Code, and (y) except as required by other provisions of this
Amended Agreement, permitted transactions between Subsidiaries are not required
to be in writing.

         SECTION 6.11. Business of Borrower and Subsidiaries. The Borrower will
not, and. will not cause or permit any of the Subsidiaries to, engage at any
time in any business or business activity other than the businesses conducted by
it on the Effective Date, other businesses generally considered to be a part of
the fluids management industries and business activities reasonably incidental
thereto.

         SECTION 6.12. Capital Expenditures. The Borrower will not permit the
aggregate amount of Capital Expenditures made by the Borrower and its
Subsidiaries taken as a whole (i) for the Fiscal Year ending August 31, 2004, to
exceed $25,000,000, and (ii) for any Fiscal Year ending after August 31, 2004 to
exceed $30,000,000 plus the amount, if any, by which Capital Expenditures (y)
for the Fiscal Year ending August 31, 2004 are less than $25,000,000 and (z) for
any Fiscal Year ending after August 31, 2004 are less than $30,000,000.

         SECTION 6.13. Financial Covenants.

                  (a)      Consolidated Fixed Charge Coverage Ratio. The
         Borrower will not permit the Consolidated Fixed Charge Coverage Ratio
         (i) to be less than 2.00 to 1.00 for any Reference Period ending on or
         prior to May 31, 2004, (ii) to be less than 2.25 to 1.0 for any
         Reference Period ending after May 31, 2004 and on or prior to May 31,
         2005 or (iii) to be less than 2.50 to 1.0 for any Reference Period
         ending thereafter.

                  (b)      Consolidated Leverage Ratio. The Borrower will not
         permit the Consolidated Leverage Ratio to exceed 4.00 to 1.00 for any
         Reference Period ending on or prior to May 31, 2004 (ii) to exceed 3.75
         to 1.0 for any Reference Period ending after

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         May 31, 2004 and on or prior to May 31, 2005, or (iii) to exceed 3.5 to
         1.0 for any Reference Period ending thereafter.

                  (c)      Minimum Consolidated Net Worth. The Borrower will not
         permit its Consolidated Net Worth as of the last day of any fiscal
         quarter of the Borrower to be less than the Minimum Compliance Level at
         any time during the term of this Amended Agreement. The "Minimum
         Compliance Level" shall initially be $250,000,000 as of August 31, 2003
         and shall be increased as of the last day of each fiscal quarter of the
         Borrower ending on or after November 30, 2003 by an amount equal to the
         sum of (a) 50% of Consolidated Net Income (if positive) for such fiscal
         quarter, (b) 50% of the Net Cash Proceeds of the issuance of any
         Capital Stock of the Borrower or any Subsidiary that does not
         constitute Disqualified Stock and 80% of the Net Cash Proceeds of the
         issuance of any Disqualified Stock of the Borrower or any Subsidiary
         and (c) from and after the date of any conversion to equity of the
         Convertible Debt in accordance with the terms thereof, an aggregate
         amount equal to 80% of the book value of the increase in the capital
         and surplus of the Borrower resulting from such conversion of the
         Convertible Debt; provided, that, nothing in this paragraph shall be
         construed to permit the issuance of any such Capital Stock or
         Disqualified Stock. It is understood that the first increase in the
         Minimum Compliance Level pursuant to the foregoing provisions shall be
         determined as of the Borrower's fiscal quarter ending November 30,
         2003. The foregoing increases in the Minimum Compliance Level shall be
         fully cumulative and no reduction in the Minimum Compliance Level shall
         be made to reflect negative Consolidated Net Income for any period.

                                  ARTICLE VII

                                EVENTS OF DEFAULT

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

                  (a)      default shall be made in the payment of any principal
         of any Loan or any reimbursement obligation in respect of a Letter of
         Credit when and as the same shall become due and payable, whether at
         the due date thereof or at a date fixed for prepayment thereof or by
         acceleration thereof or otherwise;

                  (b)      default shall be made in the payment of any interest
         on any Loan or any Fee or any other amount (other than an amount
         referred to in paragraph (a) above) due under any Loan Document, when
         and as the same shall become due and payable, and such default shall
         continue unremedied for a period of three Business Days;

                  (c)      default shall be made in the due observance or
         performance by the Borrower or any Subsidiary of any covenant,
         condition or agreement contained in Section 5.01(a), 5.05, 5.08, 5.09,
         5.10, 5.12, 5.13 or 5.14 or in Article VI;

                  (d)      default shall be made in the due observance or
         performance by the Borrower or any Subsidiary of any covenant,
         condition or agreement contained herein

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         and in any other Loan Document (other than those specified in paragraph
         (a), (b) or (c) above) and such default shall continue unremedied for a
         period of 30 days after such default becomes known to a Responsible
         Officer of the Borrower or such Subsidiary or notice thereof is
         delivered to the Borrower by the Administrative Agent or a Lender;

                  (e)      any representation or warranty made or deemed made in
         any Loan Document or the extensions of credit hereunder, or any
         representation, warranty, statement or information contained in any
         report, certificate, financial statement or other instrument furnished
         in connection with or pursuant to any Loan Document, shall prove to
         have been false or misleading in any material respect when so made,
         deemed made or furnished;

                  (f)      the Borrower or any Subsidiary shall (i) fail to pay
         any principal or interest, regardless of amount, due in respect of any
         Indebtedness in a principal amount in excess of $2,500,000, when and as
         the same shall become due and payable, or (ii) fail to observe or
         perform any other term, covenant, condition or agreement contained in
         any agreement or instrument evidencing or governing any Indebtedness in
         excess of $4,000,000 if the effect of any failure referred to in this
         clause (ii) is to cause, or to permit the holder or holders of such
         Indebtedness or a trustee on its or their behalf to cause, with or
         without the giving of notice or the lapse of time or both, such
         Indebtedness to become due prior to its stated maturity;

                  (g)      an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed in a court of competent
         jurisdiction seeking (i) relief in respect of the Borrower or any
         Subsidiary, or of a substantial part of its property or assets, under
         Title 11 of the United States Code, as now constituted or hereafter
         amended, or any other Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law, (ii) the appointment of a receiver,
         trustee, custodian, sequestrator, conservator or similar official for
         the Borrower or any Subsidiary, or for a substantial part of its
         property or assets, or (iii) the winding-up or liquidation of the
         Borrower or any Subsidiary; and such proceeding or petition shall
         continue undismissed for 60 days or an order or decree approving or
         ordering any of the foregoing shall be entered;

                  (h)      the Borrower or any Subsidiary shall (i) voluntarily
         commence any proceeding or file any petition seeking relief under Title
         11 of the United States Code, as now constituted or hereafter amended,
         or any other Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law, (ii) consent to the institution of, or
         fail to contest in a timely and appropriate manner, any proceeding or
         the filing of any petition described in paragraph (g) above, (iii)
         apply for or consent to the appointment of a receiver, trustee,
         custodian, sequestrator, conservator or similar official for such party
         or for a substantial part of its property or assets, (iv) file an
         answer admitting the material allegations of a petition filed against
         it in any such proceeding, (v) make a general assignment for the
         benefit of creditors, (vi) become unable, admit in writing its
         inability or fail generally to pay its debts as they become due or
         (vii) take any action for the purpose of effecting any of the
         foregoing.

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                  (i)      one or more judgments or orders for the payment of
         money in an aggregate amount in excess of $500,000 shall be rendered
         against the Borrower or any Subsidiary or any combination thereof and
         the same shall remain undischarged for a period of 30 consecutive days
         during which execution shall not be effectively stayed, or any judgment
         creditor shall levy upon assets or properties of the Borrower or any
         Subsidiary to enforce any such judgment;

                  (j)      (i) any person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan, or any Lien shall arise on the assets of the
         Borrower or any Commonly Controlled Entity in favor of the PBGC or a
         Plan, (iii) a Reportable Event shall occur with respect to, or
         proceedings shall commence to have a trustee appointed (or a trustee
         shall be appointed) to administer, or to terminate, any Single Employer
         Plan, which Reportable Event or commencement of proceedings or
         appointment of a trustee is, in the reasonable opinion of the Required
         Lenders, likely to result in the termination of such Plan for purposes
         of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
         purposes of Title IV of ERISA, (v) the Borrower or any Commonly
         Controlled Entity shall, or in the reasonable opinion of the Required
         Lenders is likely to, incur any liability in connection with a
         withdrawal from, or the termination, reorganization or insolvency of
         (within the meaning of such terms as used in ERISA), a Multiemployer
         Plan or (vi) any other event or condition shall occur or exist with
         respect to a Plan; and, in each case in clauses (i) through (vi) above,
         such event or condition, together with all other such events or
         conditions, if any, could reasonably be expected to result in liability
         of the Borrower and the Subsidiaries in an aggregate amount exceeding
         $2,500,000 or require payments by the Borrower and the Subsidiaries
         exceeding $1,000,000 in any year;

                  (k)      any Lien purported to be created by any Collateral
         Document shall cease to be, or shall for any reason be asserted by the
         Borrower or any Subsidiary not to be, a valid, perfected, first
         priority Lien on the securities, properties or, assets covered thereby,
         except as priority may be affected by Liens permitted under Section
         6.02 and except for releases of Collateral in accordance with all
         applicable provisions of this Amended Agreement and the Collateral
         Documents;

                  (l)      any Loan Document or any material provision of any
         Loan Document shall be declared by any Governmental Authority to be
         invalid or unenforceable in whole or in part, or shall be asserted by
         the Borrower or any Subsidiary not to be, in full force and effect and
         enforceable in accordance with its terms;

                  (m)      any adverse change in the material agreements or
         relationships of the Borrower and the Subsidiaries shall occur and such
         event or condition, together with all other such events or conditions,
         if any, could, in light of all the then existing circumstances,
         reasonably be expected to result in net losses, claims or actions
         (after tax) to which the Borrower or its Subsidiaries are or may become
         subject (with or without the passage of time) in an amount equal to or
         greater than the greater of (i) $10,000,000 or (ii) 7% of the
         Borrower's Consolidated Net Worth;

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                  (n)      any material intellectual property or any material
         license relating thereto shall be invalid or unenforceable in whole or
         in part or shall for any reason not be in full force and effect and
         enforceable by the Borrower and the Subsidiaries or shall infringe the
         rights of any other person or any other adverse change in the material
         intellectual property rights of the Borrower and the Subsidiaries shall
         occur and such event or condition, together with all other such events
         or conditions, if any, could reasonably be expected to have a Material
         Adverse Effect;

                  (o)      either (i) the Borrower or any Subsidiary shall be
         liable, whether directly, indirectly through required indemnification
         of any person or otherwise, for the costs of investigation and/or
         remediation of any Hazardous Material originating from or affecting
         property or properties, whether or not owned, leased or operated by the
         Borrower or any Subsidiary, which liability, together with all other
         such liabilities, could reasonably be expected to exceed $10,000,000 or
         require payments exceeding $3,000,000 in any year or (ii) any Federal,
         state, regional, local or other environmental regulatory agency or
         authority shall commence an investigation or take any other action that
         could reasonably be expected to be determined adversely to the Borrower
         or any Subsidiary and, on the basis of such a determination, to have a
         Material Adverse Effect; or

                  (p)      either shall occur (i) any Change of Control (as
         defined in this Amended Agreement) or (ii) any change of control as
         contemplated by any of the Subordinated Notes;

then, and in every such event, and at any time thereafter during the continuance
of such event, the Administrative Agent may, and at the request of the Required
Lenders shall, take one or more of the following actions, at the same or
different times: (i) by notice to the Borrowers terminate the Commitments and
they shall immediately terminate; (ii) by notice to the Borrowers declare the
Loans then outstanding to be forthwith due and payable (in whole or, in the sole
discretion of the Required Lenders, from time to time in part, provided that any
such partial acceleration shall be made pro rata based on the outstanding
principal amount of Loans of each Class), whereupon the principal of the Loans
so declared to be due and payable, together with accrued interest thereon and
any unpaid accrued Fees and all other liabilities of the Borrowers accrued
hereunder or under any other Loan Document, shall thereupon become immediately
due and payable, without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived by the Borrowers, anything
contained herein or in any other Loan Document to the contrary notwithstanding;
(iii) require cash collateral as contemplated by Section 2.23(k) in an amount
not exceeding the Letter of Credit Exposure; (iv) exercise any remedies
available under the Guarantee Agreement, the Collateral Documents or otherwise;
or (v) any combination of the foregoing; provided, that, in the case of (A) any
of the Events of Default with respect to the Borrowers described in paragraph
(g) or (h) above or (B) the Event of Default specified in paragraph (p) above,
the Commitments shall automatically terminate and the principal of the Loans
then outstanding, together with accrued interest thereon and any unpaid accrued
Fees and all other liabilities of the Borrowers accrued hereunder or under any
other Loan Document, shall automatically become due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrowers, anything contained herein or in any
other Loan Document to the contrary notwithstanding.

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                                  ARTICLE VIII

                    THE ADMINISTRATIVE AGENT AND ISSUING BANK

         SECTION 8.01. Appointment and Authorization.

                  (a)      Each of the Lenders, and each subsequent holder of
         any Note by its acceptance thereof, hereby irrevocably appoints and
         authorizes the Administrative Agent and the Issuing Bank to take such
         actions as administrative agent on behalf of such Lender or holder and
         to exercise such powers as are specifically delegated to the
         Administrative Agent or the Issuing Bank, as the case may be, by the
         terms and provisions hereof and of the other Loan Documents, together
         with such actions and powers as are reasonably incidental thereto.

                  (b)      The Administrative Agent is hereby expressly
         authorized by the Lenders, without hereby limiting any implied
         authority, and hereby agrees (in the case of clause (ii) below, at the
         direction of the Required Lenders), (i) to receive on behalf of the
         Lenders all payments of principal of and interest on the Loans and all
         other amounts due to the Lenders hereunder, and promptly to distribute
         to each Lender its proper share of each payment so received; (ii) to
         give notice on behalf of each of the Lenders to the Borrower of any
         Event of Default specified in this Amended Agreement of which the
         Administrative Agent has actual knowledge acquired in connection with
         its agency hereunder; (iii) to give notice to the Lenders of any Event
         of Default specified in this Amended Agreement of which the
         Administrative Agent has actual knowledge acquired in connection with
         its agency hereunder; and (iv) to distribute to each Lender copies of
         all notices, financial statements and other materials delivered by the
         Borrower pursuant to this Amended Agreement as received by the
         Administrative Agent.

         SECTION 8.02. Liability of the Administrative Agent. Neither the
Administrative Agent, the Issuing Bank, nor any of their respective directors,
officers, employees or agents, shall be liable as such for any action taken or
omitted to be taken by any of them, except for such party's own gross negligence
or willful misconduct, or be responsible for any statement, warranty or
representation herein or the contents of any document delivered in connection
herewith, or be required to ascertain or to make any inquiry concerning the
performance or observance by the Borrower or any Subsidiary of any of the terms,
conditions, covenants or agreements contained in any Loan Document. Neither the
Administrative Agent nor the Issuing Bank shall be responsible to the Lenders or
the holders of the Notes for the due execution, genuineness, validity,
enforceability or effectiveness of this Amended Agreement, the Notes or any
other Loan Documents or other instruments or agreements. The Administrative
Agent and the Issuing Bank may deem and treat the payee of any Note as the owner
thereof for all purposes hereof until it shall have received from the payee of
such Note notice, given as provided herein, of the transfer thereof in
compliance with Section 9.04. Each of the Administrative Agent and the Issuing
Bank shall in all cases be fully protected in acting, or refraining from acting,
in accordance with written instructions signed by the Required Lenders and,
except as otherwise specifically provided herein, such instructions and any
action or inaction pursuant thereto shall be binding on all the Lenders and each
subsequent holder of any Note. The Administrative Agent, the Issuing Bank and
the Required Lenders shall, in the absence of knowledge to the contrary, be
entitled to

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<PAGE>

rely on any instrument or document believed by it in good faith to be genuine
and correct and to have been signed or sent by the proper person or persons.
Neither the Administrative Agent, the Issuing Bank nor any of their respective
directors, officers, employees or agents, shall have any responsibility to the
Borrowers on account of the failure of or delay in performance or breach by any
Lender of any of its obligations hereunder or to any Lender on account of the
failure of or delay in performance or breach by any other Lender or the Borrower
or any Subsidiary of any of their respective obligations hereunder or under any
other Loan Document or in connection herewith or therewith. The Administrative
Agent and the Issuing Bank may execute any and all duties hereunder by or
through agents or employees, shall be entitled to consult with legal counsel,
independent public accountants and other experts selected by it with respect to
all matters arising hereunder and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts.

         SECTION 8.03. Action by the Administrative Agent. The Lenders hereby
acknowledge that neither the Administrative Agent nor the Issuing Bank shall be
under any duty to take any discretionary action permitted to be taken by it
pursuant to the provisions of this Amended Agreement unless it shall be
requested in writing to do so by the Required Lenders. The obligations of the
Administrative Agent and the Issuing Bank under the Loan Documents are only
those expressly set forth herein and therein. Without limiting the generality of
the foregoing, no Administrative Agent shall be required to take any action with
respect to any Default or Event of Default, except as expressly required
pursuant to Article VII.

         SECTION 8.04. Successor Administrative Agent. Subject to the
appointment and acceptance of a successor Administrative Agent, the
Administrative Agent and the Issuing Bank (except, in the case of the Issuing
Bank, in respect of Letters of Credit issued by it) may resign at any time by
notifying the Lenders and the Borrower. Upon any such resignation, the Required
Lenders shall have the right to appoint a successor subject to approval by the
Borrower (which shall not be unreasonably withheld). If no successor shall have
been so appointed by the Required Lenders, and shall have accepted such
appointment within 30 days after the retiring Administrative Agent or Issuing
Bank, as the case may be, gives notice of its resignation, then the retiring
Administrative Agent or Issuing Bank, as the case may be, on behalf of the
Lenders, shall appoint a successor Administrative Agent or Issuing Bank, as
applicable, which shall be a commercial bank organized or licensed under the
laws of the United States of America or of any State thereof and having a
combined capital and surplus of at least $500,000,000 or an Affiliate of any
such bank. Upon the acceptance of any appointment as an Administrative Agent or
Issuing Bank, as the case may be, hereunder by a successor bank, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent or Issuing Bank and the retiring
Administrative Agent or Issuing Bank shall be discharged from its duties and
obligations hereunder. After the resignation of an Administrative Agent or the
Issuing Bank, as the case may be, hereunder, the provisions of this Article and
Section 9.05 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as an Administrative
Agent or Issuing Bank.

         SECTION 8.05. Administrative Agent and Affiliate. With respect to the
Loans made by it hereunder, the Letters of Credit issued by it hereunder and the
Notes issued to it, the Administrative Agent and the Issuing Bank, each in its
individual capacity and not as the Administrative Agent or the Issuing Bank, as
the case may be, shall have the same rights and

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powers as any other Lender and may exercise the same as though it were not the
Administrative Agent or the Issuing Bank. The Administrative Agent and the
Issuing Bank (and its Affiliates) may accept deposits from, lend money to and
generally engage in any kind of business and transactions with the Borrower or
any Subsidiary or other Affiliate thereof as if it were not the Administrative
Agent or the Issuing Bank (or such Affiliate thereof).

         SECTION 8.06. Indemnification. Each Lender agrees (a) to reimburse each
of the Administrative Agent and the Issuing Bank, on demand, in the amount of
its pro rata share (as determined under Section 2.17) of any expenses incurred
for the benefit of the Lenders by the Administrative Agent or the Issuing Bank,
as the case may be, including counsel fees and compensation of agents and
employees paid for services rendered on behalf of the Lenders, which shall not
have been reimbursed by the Borrower and (b) to indemnify and hold harmless the
Administrative Agent, the Issuing Bank and any of their respective directors,
officers, employees or agents, on demand, in the amount of such pro rata share,
from and against any and all liabilities, taxes, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against it in its capacity as the Administrative Agent or the Issuing Bank, as
the case may be, or any of them in any way relating to or arising out of this
Amended Agreement or any other Loan Document or any action taken or omitted by
it or any of them under this Amended Agreement or any other such Loan Document,
to the extent the same shall not have been reimbursed by the Borrower; provided,
that, no Lender shall be liable to the Administrative Agent or the Issuing Bank
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
gross negligence or willful misconduct of the Administrative Agent, the Issuing
Bank or any of their respective directors, officers, employees or agents.

         SECTION 8.07. Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Issuing
Bank or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Amended Agreement. Each Lender also acknowledges that it will, independently and
without reliance upon the Administrative Agent, the Issuing Bank or any other
Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking
action under or based upon this Amended Agreement or any other Loan Document,
any related agreement or any document furnished hereunder or thereunder.

         SECTION 8.08. Collateral Agency Agreement. The Lenders hereby authorize
the Administrative Agent to enter into or join the Collateral Agency Agreement
and the Administrative Agent and each Lender agree to be bound by the terms
thereof.

         SECTION 8.09. Replacement of Administrative Agent. It is understood and
agreed that, contemporaneously with the effectiveness hereof, Bank One Ohio, the
"Administrative Agent" under the Existing Agreement, resigns as such and is
replaced as the Administrative agent hereunder by Bank One.

         SECTION 8.10. Syndication Agent, Documentation Agent, etc. None of the
Lenders identified in this Amended Agreement as the "Co-Syndication Agent" or
"Documentation Agent"

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shall have any right, power, obligation, liability, responsibility or duty under
this Amended Agreement other than those applicable to all Lenders as such.
Without limiting the foregoing, none of such Lenders shall have or be deemed to
have a fiduciary relationship with any Lender. Each Lender hereby makes the same
acknowledgments with respect to such Lenders as it makes with respect to the
Administrative Agent in Section 8.07.

                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 9.01. Notices. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy as follows:

                  (a)      if to any Borrower, to it at 1400 Kettering Tower,
         Dayton, Ohio 45423, Attention of Kevin Brown (Telecopy No. (937)
         225-3314), with a copy to Thompson Hine LLP, 2000 Courthouse Plaza,
         N.E., P.O. Box 8801, Dayton, Ohio 45401-8801, Attention of David A.
         Neuhardt, Esq. (Telecopy No: (937) 443-6635);

                  (b)      if to the Administrative Agent to it at 131 S.
         Dearborn, Mail Code IL1-0364, Chicago, IL 60670, Attention: Suzanne
         Ergastolo (Telecopy No. (312) 325-3239); and

                  (c)      if to a Lender, to it at its address (or telecopy
         number) set forth on its signature page hereto or in the Assignment and
         Acceptance pursuant to which such Lender shall have become a party
         hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Amended Agreement shall be deemed to have been given
on the date of receipt if delivered by hand or overnight courier service or sent
by telecopy or on the date three Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 9.01 or in accordance with
the latest unrevoked direction from such party given in accordance with this
Section 9.01. In all events, notice shall be deemed effective immediately upon
refusal of delivery thereof irrespective of the method of such delivery.

         SECTION 9.02. Survival of Agreement and Indemnities. (a) All covenants,
agreements, representations and warranties made by the Borrowers herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Amended Agreement or any other Loan Document shall be
considered to have been relied upon by the Lenders, the Administrative Agent and
the Issuing Bank and shall survive the making by the Lenders of the Loans, the
execution and delivery to the Lenders of the Notes evidencing such Loans, and
the issuance of the Letters of Credit, regardless of any investigation made by
the Lenders, the Administrative Agent or the Issuing Bank or on their behalf,
and shall continue in full force and effect as long as the principal of or any
accrued interest on any loan, any Fee, any Letter of Credit Disbursement or any
other amount payable under this Amended Agreement or any other Loan Document is
outstanding and unpaid or any Letter of Credit is outstanding and so

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long as the Commitments have not been terminated. The provisions of Section
2.14, 2.16, 2.20 and 9.05 shall remain operative and in full force and effect
regardless of the expiration of the term of this Amended Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the expiration of the Commitments, the expiration of any Letter of
Credit, the invalidity or unenforceability of any term or provision of this
Amended Agreement or any other Loan Document or any investigation made by or on
behalf of the Administrative Agent, the Issuing Bank or any Lender.

                  (b)      Notwithstanding anything contained herein to the
contrary, each of the Borrowers acknowledges and agrees that all Obligations of
the Borrowers under Section 2.14, 2.16, 2.20 and 9.05 of the Existing Credit
Agreement shall remain operative and in full force and effect for the benefit of
the "Lenders", "Issuing Banks" and "Agents" under the Existing Credit Agreement
despite the effectiveness of this Amended Agreement and regardless of whether
any of the foregoing parties are parties to this Amended Agreement. The
"Syndication Agents" and any "Lender" under the Existing Credit Agreement which
is not a Lender hereunder shall be a third party beneficiary of this Section.

         SECTION 9.03. Binding Effect. This Amended Agreement shall become
effective on the Effective Date.

         SECTION 9.04. Successors and Assigns.

                  (a)      The terms and provisions of the Loan Documents shall
         be binding upon and inure to the benefit of the Borrowers and the
         Lenders and their respective successors and assigns permitted hereby,
         except that (i) neither Borrower shall have the right to assign its
         rights or obligations under the Loan Documents without the prior
         written consent of each Lender and (ii) any assignment by any Lender
         must be made in compliance with Section 9.04(c) and (iii) transfer by
         participation must be made in compliance with Section 9.04(b). Any
         attempted assignment or transfer by any party not made in compliance
         with this Section 9.04 shall be null and void, unless such attempted
         assignment or transfer is treated as a participation in accordance with
         Section 9.04(b). The parties to this Amended Agreement acknowledge that
         clause (ii) of this Section 9.04(a) relates only to absolute
         assignments and this Section 9.04(a) does not prohibit assignments
         creating security interests, including, without limitation, (1) any
         pledge or assignment by any Lender of all or any portion of its rights
         under this Amended Agreement and any Note to a Federal Reserve Bank or
         (2) in the case of a Lender which is a Fund, any pledge or assignment
         of all or any portion of its rights under this Amended Agreement and
         any Note to its trustee in support of its obligations to its trustee;
         provided, however, that no such pledge or assignment creating a
         security interest shall release the transferor Lender from its
         obligations hereunder unless and until the parties thereto have
         complied with the provisions of Section 9.04(c). The Administrative
         Agent may treat the person which made any Loan or which holds any Note
         as the owner thereof for all purposes hereof unless and until such
         person complies with Section 9.04(c); provided, however, that the
         Administrative Agent may in its discretion (but shall not be required
         to) follow instructions from the person which made any Loan or which
         holds any Note to direct payments relating to such Loan or Note to
         another person. Any assignee of the rights to any Loan or any Note
         agrees by acceptance of such assignment to be bound by

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         all the terms and provisions of the Loan Documents. Any request,
         authority or consent of any person, who at the time of making such
         request or giving such authority or consent is the owner of the rights
         to any Loan (whether or not a Note has been issued in evidence
         thereof), shall be conclusive and binding on any subsequent holder or
         assignee of the rights to such Loan.

                  (b)      Participations.

                           (i)      Any Lender may at any time sell to one or
                  more banks or other entities ("Participants") participating
                  interests in any Loan and Letter of Credit Exposure of such
                  Lender, any Note held by such Lender, any Commitment of such
                  Lender or any other interest of such Lender under the Loan
                  Documents. In the event of any such sale by a Lender of
                  participating interests to a Participant, such Lender's
                  obligations under the Loan Documents shall remain unchanged,
                  such Lender shall remain solely responsible to the other
                  parties hereto for the performance of such obligations, such
                  Lender shall remain the owner of its Loans and Letter of
                  Credit Exposure and the holder of any Note issued to it in
                  evidence thereof for all purposes under the Loan Documents,
                  all amounts payable by the Borrowers under this Amended
                  Agreement shall be determined as if such Lender had not sold
                  such participating interests, and the Borrowers and the
                  Administrative Agent shall continue to deal solely and
                  directly with such Lender in connection with such Lender's
                  rights and obligations under the Loan Documents.

                           (ii)     Each Lender shall retain the sole right to
                  approve, without the consent of any Participant, any
                  amendment, modification or waiver of any provision of the Loan
                  Documents other than any amendment, modification or waiver
                  with respect to any Loan or Commitment in which such
                  Participant has an interest which would require consent of all
                  of the Lenders pursuant to the terms of Section 9.08 or of any
                  other Loan Document.

                           (iii)    The Borrowers agree that each Participant
                  shall be deemed to have the right of setoff provided in
                  Section 9.06 in respect of its participating interest in
                  amounts owing under the Loan Documents to the same extent as
                  if the amount of its participating interest were owing
                  directly to it as a Lender under the Loan Documents, provided
                  that each Lender shall retain the right of setoff provided in
                  Section 9.06 with respect to the amount of participating
                  interests sold to each Participant. The Lenders agree to share
                  with each Participant, and each Participant, by exercising the
                  right of setoff provided in Section 9.06, agrees to share with
                  each Lender, any amount received pursuant to the exercise of
                  its right of setoff, such amounts to be shared in accordance
                  with Section 2.18 as if each Participant were a Lender. Each
                  Borrower further agrees that each Participant shall be
                  entitled to the benefits of Sections 2.14, 2.15, 2.16, 2.19
                  and 2.20 to the same extent as if it were a Lender and had
                  acquired its interest by assignment pursuant to Section
                  9.04(c), provided that (i) a Participant shall not be entitled
                  to receive any greater payment under Section 2.14, 2.15, 2.16
                  or 2.19 than the Lender who sold the participating interest to
                  such Participant would have received

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                  had it retained such interest for its own account, unless the
                  sale of such interest to such Participant is made with the
                  prior written consent of the Borrower, and (ii) any
                  Participant not incorporated under the laws of the United
                  States of America or any State thereof agrees to comply with
                  the provisions of Section 2.20 to the same extent as if it
                  were a Lender.

                  (c)      Assignments.

                           (i)      Any Lender may at any time assign to one or
                  more banks or other entities ("Purchasers") all or any part of
                  its rights and obligations under the Loan Documents. Such
                  assignment shall be substantially in the form of Exhibit D or
                  in such other form as may be agreed to by the parties thereto.
                  Each such assignment with respect to a Purchaser which is not
                  a Lender or an Affiliate of a Lender or an Approved Fund shall
                  either be in an amount equal to the entire applicable
                  Commitment and Loans of the assigning Lender or (unless each
                  of the Borrower and the Administrative Agent otherwise
                  consents) be in an aggregate amount not less than $5,000,000.
                  The amount of the assignment shall be based on the Commitment
                  or outstanding Loans (if the Commitment has been terminated)
                  subject to the assignment, determined as of the date of such
                  assignment or as of the "Trade Date," if the "Trade Date" is
                  specified in the assignment

                           (ii)     The consent of the Borrower shall be
                  required prior to an assignment becoming effective unless the
                  Purchaser is a Lender, an Affiliate of a Lender or an Approved
                  Fund, provided that the consent of the Borrower shall not be
                  required if a Default has occurred and is continuing. The
                  consent of the Agent shall be required prior to an assignment
                  becoming effective unless the Purchaser is a Lender with a
                  Revolving Commitment (in the case of an assignment of a
                  Revolving Commitment) or is a Lender, an Affiliate of a Lender
                  or an Approved Fund (in the case of an assignment of any other
                  Commitment or Loans). The consent of the Issuing Bank shall be
                  required prior to an assignment of a Revolving Commitment
                  becoming effective unless the Purchaser is a Lender with a
                  Revolving Commitment. Any consent required under this Section
                  9.04(c) shall not be unreasonably withheld or delayed.

                           (iii)    Upon (A) delivery to the Administrative
                  Agent of an assignment, together with any consents required by
                  Section 9.04(c), and (B) payment of a $4,000 fee to the
                  Administrative Agent for processing such assignment (unless
                  such fee is waived by the Administrative Agent), such
                  assignment shall become effective on the effective date
                  specified in such assignment. The assignment shall contain a
                  representation by the Purchaser to the effect that none of the
                  consideration used to make the purchase of the Commitment and
                  Loans under the applicable assignment agreement constitutes
                  "plan assets" as defined under ERISA and that the rights and
                  interests of the Purchaser in and under the Loan Documents
                  will not be "plan assets" under ERISA. On and after the
                  effective date of such assignment, such Purchaser shall for
                  all purposes be a Lender party to this Amended Agreement and
                  any other Loan Document executed by or on behalf of the
                  Lenders and shall have all the rights and obligations of a
                  Lender

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                  under the Loan Documents, to the same extent as if it were an
                  original party thereto, and the transferor Lender shall be
                  released with respect to the Commitment and Loans assigned to
                  such Purchaser without any further consent or action by the
                  Borrowers, the Lenders or the Administrative Agent. In the
                  case of an assignment covering all of the assigning Lender's
                  rights and obligations under this Amended Agreement, such
                  Lender shall cease to be a Lender hereunder but shall continue
                  to be entitled to the benefits of, and subject to, those
                  provisions of this Amended Agreement and the other Loan
                  Documents which survive payment of the Obligations and
                  termination of the applicable agreement. Any assignment or
                  transfer by a Lender of rights or obligations under this
                  Amended Agreement that does not comply with this Section
                  9.04(c) shall be treated for purposes of this Amended
                  Agreement as a sale by such Lender of a participation in such
                  rights and obligations in accordance with Section 9.04(b).
                  Upon the consummation of any assignment to a Purchaser
                  pursuant to this Section 9.04(c), the transferor Lender, the
                  Administrative Agent and the Borrowers shall, if the
                  transferor Lender or the Purchaser desires that its Loans be
                  evidenced by Notes, make appropriate arrangements so that new
                  Notes or, as appropriate, replacement Notes are issued to such
                  transferor Lender and new Notes or, as appropriate,
                  replacement Notes, are issued to such Purchaser, in each case
                  in principal amounts reflecting their respective Commitments,
                  as adjusted pursuant to such assignment.

                           (iv)     The Administrative Agent, acting solely for
                  this purpose as an agent of the Borrowers, shall maintain at
                  one of its offices in Chicago, Illinois a copy of each
                  Assignment and Assumption delivered to it and a register for
                  the recordation of the names and addresses of the Lenders, and
                  the Commitments of, and principal amounts of the Loans owing
                  to, each Lender pursuant to the terms hereof from time to time
                  (the "Register"). The entries in the Register shall be
                  conclusive, and the Borrowers, the Agent and the Lenders may
                  treat each person whose name is recorded in the Register
                  pursuant to the terms hereof as a Lender hereunder for all
                  purposes of this Amended Agreement, notwithstanding notice to
                  the contrary. The Register shall be available for inspection
                  by the Borrowers at any reasonable time and from time to time
                  upon reasonable prior notice.

                  (d)      The Borrowers authorize each Lender to disclose to
         any Participant or Purchaser or any other person acquiring an interest
         in the Loan Documents by operation of law (each a "Transferee") and any
         prospective Transferee any and all information in such Lender's
         possession concerning the creditworthiness of the Borrower and its
         Subsidiaries, including without limitation any information contained in
         any Reports; provided, that each Transferee and prospective Transferee
         agrees to be bound by Section 9.18 of this Amended Agreement.

                  (e)      If any interest in any Loan Document is transferred
         to any Transferee which is not incorporated under the laws of the
         United States or any State thereof, the transferor Lender shall cause
         such Transferee, concurrently with the effectiveness of such transfer,
         to comply with the provisions of Section 2.20.

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         SECTION 9.05. Expenses: Indemnity.

                  (a)      The Borrower agrees to pay all reasonable
         out-of-pocket expenses incurred by the Administrative Agent, BOCM or
         the Issuing Bank in connection with the preparation, execution and
         administration of this Amended Agreement and the other Loan Documents,
         the syndication or closing of the Revolving Credit Facility, the
         administration of the Revolving Credit Facility or any actual or
         proposed amendment, modification or waiver of the provisions hereof or
         thereof and the Borrower agrees to pay all reasonable out-of-pocket
         expenses incurred by the Administrative Agent, BOCM, the Issuing Bank
         or any Lender in connection with the enforcement or protection of the
         rights of the Administrative Agent, the Issuing Bank and the Lenders
         under this Amended Agreement and the other Loan Documents or in
         connection with the Loans made, the Notes issued hereunder or the
         Letters of Credit issued hereunder, including the reasonable fees,
         charges and disbursements of (i) Winston & Strawn LLP counsel to the
         Administrative Agent, (ii) any third party consultants retained with
         the Borrower's consent, which consent will not be unreasonably
         withheld, to assist the Administrative Agent in analyzing any
         environmental, insurance, solvency related and other due diligence
         issues and (iii) in connection with any such enforcement or protection
         (including any workout or restructuring or any negotiations relating
         thereto), any other counsel for the Administrative Agent, the Issuing
         Bank or any Lender (including the allocated internal fees and expenses
         of any in-house staff counsel).

                  (b)      The Borrower agrees to indemnify the Administrative
         Agent, BOCM, the Issuing Bank, the Affiliates of the Administrative
         Agent, the Lenders, and their respective directors, officers,
         employees, agents and Controlling persons (each, an "Indemnified
         Party") from and against any and all losses, claims (whether valid or
         not), damages and liabilities, joint or several, to which such
         Indemnified Party may become subject, related to or arising out of (i)
         the Revolving Credit Facility, (ii) the execution or delivery of the
         Original Credit Agreement, the Existing Credit Agreement, this Amended
         Agreement or any other Loan Document or any agreement or instrument
         contemplated hereby or thereby, the performance by the parties hereto
         or thereto of their respective obligations hereunder or thereunder and
         the other transactions contemplated hereby and thereby, (iii) the use
         of the Letters of Credit or the proceeds of the Loans or (iv) any
         claim, litigation, investigation or proceeding relating to any of the
         foregoing, whether or not any Indemnified Party is a party thereto. The
         Borrower further agrees to reimburse each Indemnified Party for all
         expenses (including reasonable attorneys' fees and expenses) as they
         are incurred in connection with the investigation of, preparation for
         or defense of any pending or threatened claim or any action or
         proceeding arising therefrom. Notwithstanding the foregoing, the
         obligation to indemnify any Indemnified Party under this Section
         9.05(b) shall not apply in respect of any loss, claim, damage or
         liability to the extent that a court of competent jurisdiction shall
         have determined by final and nonappealable judgment that such loss,
         claim, damage or liability resulted from such Indemnified Party's gross
         negligence or willful misconduct.

                  (c)      The Borrower agrees to indemnify the Administrative
         Agent, BOCM, the Issuing Bank, the Lenders and the other Indemnified
         Parties from and against any and all losses, claims (whether valid or
         not), damages and liabilities, joint or several, to which

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         such Indemnified Party may become subject, related to or arising out of
         (i) any Federal, state, local or other statute, ordinance, order,
         judgment, ruling or regulation relating to environmental pollution,
         regulation or control affecting the Borrower, any Subsidiary or its
         properties or assets, (ii) any Hazardous Materials managed by the
         Borrower or any Subsidiary, (iii) any event, condition or circumstance
         involving environmental protection, pollution, regulation or control
         affecting the Borrower or any Subsidiary or its properties or assets or
         (iv) any claim, litigation, investigation or proceeding relating to any
         of the foregoing, whether or not any Indemnified Party is a party
         thereto. The Borrower further agrees to reimburse each Indemnified
         Party for all expenses (including reasonable consultants' and
         attorneys' fees and expenses) as they are incurred in connection with
         the investigation of, preparation for or defense of any pending or
         threatened claim or any action or proceeding arising therefrom.
         Notwithstanding the foregoing, the obligation to indemnify any
         Indemnified Party under this Section 9.05(c) shall not apply in respect
         of any loss, claim, damage or liability to the extent that a court of
         competent jurisdiction shall have determined by final and nonappealable
         judgment that such loss, claim, damage or liability resulted from such
         Indemnified Party's gross negligence or willful misconduct.

                  (d)      In the event that the foregoing indemnity is
         unavailable or insufficient to hold an Indemnified Party harmless, then
         the Borrower will contribute to amounts paid or payable by such
         Indemnified Party in respect of such Indemnified Party's losses,
         claims, damages or liabilities in such proportions as appropriately
         reflect the relative benefits received by and fault of the Borrower and
         such Indemnified Party in connection with the matters as to which such
         losses, claims, damages or liabilities relate and other equitable
         considerations.

                  (e)      If any action, proceeding or investigation is
         commenced, as to which any Indemnified Party proposes to demand such
         indemnification, it shall notify the Borrower with reasonable
         promptness; provided, that, any failure by such Indemnified Party to
         notify the Borrower shall not relieve the Borrower from its obligations
         hereunder except to the extent the Borrower is prejudiced thereby. The
         Borrower shall be entitled to assume the defense of any such action,
         proceeding or investigation, including the employment of counsel and
         the payment of all fees and expenses. Each Indemnified Party shall have
         the right to employ separate counsel in connection with any such
         action, proceeding or investigation and to participate in the defense
         thereof, but the fees and expenses of such counsel shall be paid by
         such Indemnified Party, unless (i) the Borrower has failed to assume
         the defense and employ counsel as provided herein, (ii) the Borrower
         has agreed in writing to pay such fees and expenses of separate counsel
         or (iii) an action, proceeding or investigation has been commenced
         against such Indemnified Party and the Borrower and representation of
         both the Borrower and such Indemnified Party by the same counsel would
         be inappropriate because of actual or potential conflicts of interest
         between the parties (in the case of the Administrative Agent or any
         Lender, the existence of any such actual or potential conflict of
         interest to be determined by such party, taking into account, among
         other things, any relevant regulatory concerns). In the case of any
         circumstance described in clause (i), (ii), or (iii) of the immediately
         preceding sentence, the Borrower shall be responsible for the
         reasonable fees and expenses of such separate counsel; provided, that,
         the Borrower shall not in any event be required to pay

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         the fees and expenses of more than one separate counsel (plus
         appropriate local counsel under the direction of such separate counsel)
         for all Indemnified Parties, unless representation of all Indemnified
         Parties by the same counsel would be inappropriate due to actual or
         potential conflicting interests between such Indemnified Parties, in
         which case, the Borrower shall be required to pay the fees and expenses
         of such additional counsel as are necessary to prevent such conflicting
         interests. The Borrower shall be liable only for settlement of any
         claim against an Indemnified Party made with the Borrower's written
         consent.

                  (f)      The provisions of this Section 9.05 shall remain
         operative and in full force and effect regardless of the expiration of
         the term of this Amended Agreement, the consummation of the
         transactions contemplated hereby, the repayment of any of the Loans,
         the invalidity or unenforceability of any term or provision of this
         Amended Agreement or any other Loan Document, or any investigation made
         by or on behalf of the Administrative Agent or any Lender. All amounts
         due under this Section 9.05 shall be payable on written demand
         therefor.

         SECTION 9.06. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final
except deposits for the payment of payroll taxes) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the
account of the Borrowers against any of and all the obligations of the Borrowers
now or hereafter existing under this Amended Agreement and the other Loan
Documents held by such Lender, irrespective of whether or not such Lender shall
have made any demand under this Amended Agreement or such other Loan Document
and although such obligations may be unmatured. The rights of each Lender under
this Section 9.06 are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.

         SECTION 9.07. Applicable Law. THIS AMENDED AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

         SECTION 9.08. Waivers; Amendment.

                  (a)      No failure or delay of the Administrative Agent, the
         Issuing Bank or any Lender in exercising any power or right hereunder
         shall operate as a waiver thereof, nor shall any single or partial
         exercise of any such right or power, or any abandonment or
         discontinuance of steps to enforce such a right or power, preclude any
         other or further exercise thereof or the exercise of any other right or
         power. The rights and remedies of the Administrative Agent, the Issuing
         Bank and the Lenders hereunder and under the other Loan Documents are
         cumulative and are not exclusive of any rights or remedies which they
         would otherwise have. No waiver of any provision of this Amended
         Agreement or any other Loan Document or consent to any departure by the
         Borrowers or any other Secured Party therefrom shall in any event be
         effective unless the same shall be permitted by Section 9.08(b), and
         then such waiver or consent shall be effective only in

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         the specific instance and for the purpose for which given. No notice or
         demand on the Borrowers in any case shall entitle the Borrowers to any
         other or further notice or demand in similar or other circumstances.

                  (b)      None of this Amended Agreement, the other Loan
         Documents and any provision hereof or thereof may be waived, amended or
         modified (and no consent to the departure by the Borrowers or any other
         Secured Party therefrom may be effective), except pursuant to an
         agreement or agreements in writing entered into (or consented to in
         writing) by the Borrowers and the Required Lenders; provided, that, no
         such agreement shall (i) decrease the principal amount of or extend the
         maturity of or date for the payment of any interest on any Loan or of
         the reimbursement of a Letter of Credit Disbursement, or waive or
         excuse any such payment or any part thereof, or decrease the rate of
         interest on any Loan or a Letter of Credit Disbursement, without the
         prior written consent of each Lender affected thereby, (ii) change or
         extend the Commitments or decrease the Fees of any Lender without the
         prior written consent of such Lender, (iii) except as contemplated by
         Section 2.10(e), increase the aggregate Commitments of the Lenders
         without the prior written consent of each Lender, (iv) amend or modify
         the provisions of Section 2.17 or 9.04(a)(i), the provisions of this
         Section, the definition of the term "Required Lenders," release at one
         time or serially in the aggregate all or substantially all the
         Guarantors or all or substantially all the Collateral, without the
         prior written consent of each Lender; and (v) reduce the amount or
         extend the payment date for any mandatory prepayment required by
         Section 2.12 provided, further, that no such agreement shall amend,
         modify or otherwise affect the rights or duties of the Administrative
         Agent, the Swingline Lender (in its capacity as such) or the Issuing
         Bank hereunder or under any other Loan Document without the prior
         written consent of the Administrative Agent, the Swingline Lender or
         the Issuing Bank, as applicable. Notwithstanding the foregoing, upon
         the execution and delivery of all documentation required by Section
         2.10(e) to be delivered in connection with an increase to the Aggregate
         Commitment, the Administrative Agent, the Borrowers and the new or
         existing Lenders whose Revolving Credit Commitments have been affected
         may and shall enter into an amendment hereof (which shall be binding on
         all parties hereto) solely for the purpose of reflecting any new
         Lenders and their new Revolving Credit Commitments and any increase in
         the Revolving Credit Commitment of any existing Lender. Each Lender and
         each holder of a Note shall be bound by any waiver, amendment or
         modification authorized by this Section 9.08 regardless of whether its
         Note shall have been marked to make reference thereto, and any consent
         by any Lender or holder of a Note pursuant to this Section 9.08 shall
         bind any person subsequently acquiring any Obligation.

         SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein
or in the Notes to the contrary, if at any time the applicable interest rate,
together with all fees and charges which are treated as interest under
applicable law (collectively the "Charges"), as provided for herein or in any
other document executed in connection herewith, or otherwise contracted for,
charged, received, taken or reserved by any Lender, shall exceed the maximum
rate permitted by applicable law (the "Maximum Rate") which may be contracted
for, charged, taken, received or reserved by such Lender in accordance with
applicable law, the rate of interest payable under the

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<PAGE>

affected Note held by such Lender, together with all Charges payable to such
Lender, shall be limited to the Maximum Rate.

         SECTION 9.10. Entire Agreement.

                  (a)      This Amended Agreement, the other Loan Documents and
         the Fee Letter constitute the entire contract among the parties
         relative to the subject matter hereof and thereof. Any previous
         agreement among the parties with respect to the subject matter hereof
         and thereof is superseded by this Amended Agreement, the other Loan
         Documents and the Fee Letter. Nothing in this Amended Agreement, the
         other Loan Documents or the Fee Letter, expressed or implied, is
         intended to confer upon any party (other than the parties hereto and
         the other Secured Parties) any rights, remedies, obligations or
         liabilities under or by reason of this Amended Agreement, the other
         Loan Documents or the Fee Letter.

                  (b)      THIS WRITTEN AMENDED AGREEMENT, THE NOTES, THE OTHER
         LOAN DOCUMENTS, THE FEE LETTER AND THE DOCUMENTS EXECUTED IN CONNECTION
         HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
         BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
         ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
         BETWEEN THE PARTIES.

         SECTION 9.11. Severability. In the event any one or more of the
provisions contained in this Amended Agreement or in any other Loan Document
should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein and
therein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

         SECTION 9.12. Counterparts. This Amended Agreement may be executed by
the parties hereto in several counterparts and each such counterpart shall be
deemed to be an original, admissible into evidence, but all such counterparts
shall together constitute but one and the same Agreement, and shall become
effective as provided in Section 9.03. Delivery of an executed counterpart of
this Amended Agreement by facsimile shall be equally as effective as delivery of
a manually executed counterpart of this Amended Agreement. Any party delivering
an executed counterpart of this Amended Agreement by facsimile shall also
deliver a manually executed counterpart of this Amended Agreement, but the
failure to deliver a manually executed counterpart shall not affect the
validity, enforceability, and binding effect of this Amended Agreement.

         SECTION 9.13. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Amended Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amended Agreement.

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<PAGE>

         SECTION 9.14. Remedies. In case any one or more of the covenants and/or
agreements set forth in this Amended Agreement shall have been breached by any
Borrower, then the Administrative Agent may, on behalf of the Lenders, proceed
to protect and enforce the Lenders' rights either by suit in equity and/or by
action at law, including, but not limited to, an action for damages as a result
of any such breach and/or an action for specific performance of any such
covenant or agreement contained in this Amended Agreement. Without limitation of
the foregoing, the Borrowers agree that failure to comply with any of the
covenants contained herein will cause irreparable harm and that specific
performance shall be available in the event of any breach thereof. The
Administrative Agent acting pursuant to this Section 9.14, shall be indemnified
against all liability, loss or damage, together with all reasonable costs and
expenses related thereto (including reasonable legal and accounting fees and
expenses) in accordance with Section 9.05.

         SECTION 9.15. Jurisdiction, Consent to Service of Process; Waiver of
Jury Trial.

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

                  (b)      Each of the Borrowers hereby irrevocably and
         unconditionally waives, to the fullest extent it may legally and
         effectively do so, any objection which it may now or hereafter have to
         the laying of venue of any suit, action or proceeding arising out of or
         relating to this Amended Agreement or the other Loan Documents in any
         New York State court or Federal court of the United States of America
         sitting in the State of New York. Each of the parties hereto hereby
         irrevocably waives, to the fullest extent permitted by law, the defense
         of an inconvenient forum to the maintenance of such action or
         proceeding in any such court.

                  (c)      Each party to this Amended Agreement irrevocably
         consents to service of process in the manner provided for notices in
         Section 9.01. Nothing in this Amended Agreement will affect the right
         of any party to this Amended Agreement to serve process in any other
         manner permitted by law.

                  (d)      THE BORROWERS, THE ADMINISTRATIVE AGENT, THE ISSUING
         BANK AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL
         PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY

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<PAGE>

         MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY
         ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDED AGREEMENT OR
         THE RELATIONSHIP ESTABLISHED THEREUNDER.

         SECTION 9.16. Legend. THIS AMENDED AGREEMENT AND THE NOTES ARE SUBJECT
TO THE TERMS AND CONDITIONS CONTAINED IN THE COLLATERAL AGENCY AGREEMENT WHICH,
AMONG OTHER THINGS, ESTABLISHES CERTAIN RIGHTS WITH RESPECT TO THE SECURITY FOR
THIS AMENDED AGREEMENT AND THE NOTES AND THE SHARING OF PROCEEDS THEREOF WITH
CERTAIN OTHER SECURED CREDITORS. COPIES OF THE COLLATERAL AGENCY AGREEMENT WILL
BE FURNISHED TO ANY HOLDER OF THE NOTES UPON REQUEST TO THE BORROWER.

         SECTION 9.17. Judgment Currency.

                  (a)      Each of the Borrower's and any of its Subsidiaries'
         (each, a "Loan Party") obligations hereunder to make payments in
         dollars or in any Foreign 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 or a
         Lender of the full amount of the Obligation Currency expressed to be
         payable to the Administrative Agent or such Lender under this Amended
         Agreement. If, for the purpose of obtaining or enforcing judgment
         against any Loan 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 Dollar Equivalent or the Foreign
         Currency Equivalent, as applicable, determined in each case as of the
         Business Day immediately preceding the day on which the judgment is
         given (such Business 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, such amount payable by the
         applicable Loan Party shall be reduced or increased, as applicable,
         such 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 of exchange prevailing on the Judgment
         Currency Conversion Date.

         SECTION 9.18. Confidentiality. Each Lender agrees to hold any
confidential information which it may receive from the Borrower pursuant to this
Amended Agreement in confidence, except for disclosure (i) to its Affiliates and
to other Lenders and their respective Affiliates, (ii) to legal counsel,
accountants, and other professional advisors to such Lender or to a Transferee,
(iii) to regulatory officials, (iv) to any person as requested pursuant to or as
required by law, regulation, or legal process, (v) to any person in connection
with any legal

                                      102

<PAGE>

proceeding to which such Lender is a party, (vi) to such Lender's direct or
indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, (vii)
permitted by Section 9.04(d) and (viii) to rating agencies if requested or
required by such agencies in connection with a rating relating to the Loans
hereunder. Notwithstanding anything herein to the contrary, confidential
information shall not include, and each Lender (and each employee,
representative or other agent of any Lender) may disclose to any and all
persons, without limitation of any kind, the "tax treatment" and "tax structure"
(in each case, within the meaning of Treasury Regulation Section 1.6011-4) of
the transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are or have been provided to such Lender
relating to such tax treatment or tax structure; provided that with respect to
any document or similar item that in either case contains information concerning
such tax treatment or tax structure of the transactions contemplated hereby as
well as other information, this sentence shall only apply to such portions of
the document or similar item that relate to such tax treatment or tax structure.

                                   ARTICLE X

                                    GUARANTY

         SECTION 10.01. Guaranty of Payment. The Borrower hereby, absolutely,
irrevocably and unconditionally guarantees, as primary obligor and not as
surety, the full and punctual payment (whether at stated maturity, upon
acceleration or early termination or otherwise, and at all times thereafter) and
performance of the Obligations of the Subsidiary Borrower, including without
limitation any such Obligations incurred or accrued during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding of the
Subsidiary Borrower, whether or not allowed or allowable in such proceeding
(collectively, the "Guaranteed Debt"). Upon failure by the Subsidiary Borrower
to pay punctually any such amount pursuant to this Amended Agreement or to
deposit any amount or deliver any cash collateral, execute any documents or take
any other action pursuant to this Amended Agreement or any other Loan Document,
the Borrower agrees that it shall forthwith on demand pay to (or deposit with,
as applicable) the Administrative Agent for the benefit of the Lenders and, if
applicable, their Affiliates, the amount not so paid or deposited at the place
and in the manner specified in this Amended Agreement or any other Loan
Document, as the case may be, and shall also execute any documents and take any
other action the Subsidiary Borrower is required to execute or take but has
failed to execute or take (it being understood that the intent hereof is that to
the extent that the Subsidiary Borrower shall fail to provide the Administrative
Agent with a perfected first priority security interest in a specified amount of
cash collateral as required hereby, the Borrower shall be obligated to make all
deposits, sign all documents and take all such other actions as may be required
to assure the Administrative Agent such a security interest in such cash
collateral). This Guaranty is a guaranty of payment and not of collection. The
Borrower waives any right to require the Administrative Agent or any Lender to
sue the Subsidiary Borrower, any other guarantor, or any other person obligated
for all or any part of the Guaranteed Debt, or otherwise to enforce its payment
against any collateral securing all or any part of the Guaranteed Debt.

         SECTION 10.02. Acceptance of Guaranty; No Setoffs. The Borrower waives
notice of the acceptance of this Guaranty and of the extension or incurrence of
the Guaranteed Debt or any part thereof. The Borrower further waives all setoffs
and counterclaims and presentment, protest,

                                      103

<PAGE>

notice, filing of claims with a court in the event of receivership, bankruptcy
or reorganization of the Subsidiary Borrower, demand or action on delinquency in
respect of the Guaranteed Debt or any part thereof, including any right to
require the Administrative Agent, the Issuer or the Participants to sue the
Subsidiary Borrower, any other guarantor or any other person obligated with
respect to the Guaranteed Debt or any part thereof, or otherwise to enforce
payment thereof against any collateral securing the Guaranteed Debt or any part
thereof.

         SECTION 10.03. Nature of Guaranty; Continuing, Absolute and
Unconditional. The Borrower hereby agrees that, to the fullest extent permitted
by law, its obligations hereunder shall be continuing, absolute and
unconditional under any and all circumstances and not subject to any reduction,
limitation, impairment, termination, defense (other than indefeasible payment in
full), setoff, counterclaim or recoupment whatsoever (all of which are hereby
expressly waived by it to the fullest extent permitted by law), whether by
reason of any claim of any character whatsoever, including, without limitation,
any claim of waiver, release, surrender, alteration or compromise. The validity
and enforceability of this Guaranty shall not be impaired or affected by any of
the following: (a) any extension, modification or renewal of, or indulgence with
respect to, or substitution for, the Guaranteed Debt or any part thereof or any
agreement relating thereto at any time; (b) any failure or omission to perfect
or maintain any lien on, or preserve rights to, any security or collateral or to
enforce any right, power or remedy with respect to the Guaranteed Debt or any
part thereof or any agreement relating thereto, or any collateral securing the
Guaranteed Debt or any part thereof; (c) any waiver of any right, power or
remedy or of any default with respect to the Guaranteed Debt or any part thereof
or any agreement relating thereto or with respect to any collateral securing the
Guaranteed Debt or any part thereof; (d) any release, surrender, compromise,
settlement, waiver, subordination or modification, with or without
consideration, of any collateral securing the Guaranteed Debt or any part
thereof, any other guaranties with respect to the Guaranteed Debt or any part
thereof, or any other obligations of any person or entity with respect to the
Guaranteed Debt or any part thereof; (e) the enforceability or validity of the
Guaranteed Debt or any part thereof or the genuineness, enforceability or
validity of any agreement relating thereto or with respect to any collateral
securing the Guaranteed Debt or any part thereof; (f) the application of
payments received from any source to the payment of indebtedness other than the
Guaranteed Debt, any part thereof or amounts which are not covered by this
Guaranty even though the Lenders might lawfully have elected to apply such
payments to any part or all of the Guaranteed Debt; (g) any change of ownership
of the Subsidiary Borrower or the insolvency, bankruptcy or any other change in
the legal status of the Subsidiary Borrower; (h) any change in, or the
imposition of, any law, decree, regulation or other governmental act which does
or might impair, delay or in any way affect the validity, enforceability or the
payment when due of the Guaranteed Debt; (i) the failure of the Subsidiary
Borrower to maintain in full force, validity or effect or to obtain or renew
when required all governmental, insurance and other approvals, licenses or
consents required in connection with the Guaranteed Debt, or to take any other
action required in connection with the performance of all obligations pursuant
to the Guaranteed Debt; (j) the existence of any claim, setoff or other rights
which the Borrower may have at any time against the Subsidiary Borrower or any
other guarantor or any other person in connection herewith or with any unrelated
transaction; (k) any borrowing, use of cash collateral, or grant of a security
interest by the Subsidiary Borrower, as debtor in possession, under any
applicable federal, state or foreign bankruptcy or other similar law; (l) the
disallowance of all or any portion of any of the Lenders' claims for repayment
of the Guaranteed Debt under any applicable federal, state or foreign

                                      104

<PAGE>

bankruptcy or other similar law; or (m) any other fact or circumstance which
might otherwise constitute grounds at law or equity for the discharge or release
of the Borrower from its obligations hereunder, all whether or not the Borrower
shall have had notice or knowledge of any act or omission referred to in the
foregoing clauses (a) through (l) of this paragraph. It is agreed that the
Borrower's liability hereunder is independent of any other guaranties or other
obligations at any time in effect with respect to the Guaranteed Debt or any
part thereof, and that the Borrower's liability hereunder may be enforced
regardless of the existence, validity, enforcement or non-enforcement of any
such other guaranties or other obligations or any provision of any applicable
law or regulation purporting to prohibit payment by the Subsidiary Borrower of
the Guaranteed Debt in the manner agreed upon among the Administrative Agent,
the Lenders and the Borrower.

         SECTION 10.04. Dealings with the Subsidiary Borrower. Credit may be
granted or continued from time to time by Lenders to the Subsidiary Borrower
without notice to or authorization from the Borrower regardless of the
Subsidiary Borrower's financial or other condition at the time of any such grant
or continuation. Neither the Administrative Agent nor any Lender shall have an
obligation to disclose or discuss with the Borrower its assessment of the
financial condition of the Subsidiary Borrower.

         SECTION 10.05. Subrogation. Until the irrevocable payment in full of
the Obligations and termination or expiry of this Amended Agreement and
termination of all commitments which could give rise to any Obligation, the
Borrower (a) shall not enforce or exercise any right of subrogation with respect
to the Guaranteed Debt, (b) hereby waives any right to enforce any remedy which
the Administrative Agent or the Lenders now have or may hereafter have against
the Subsidiary Borrower, any endorser or any other guarantor of all or any part
of the Guaranteed Debt, and (c) hereby waives any benefit of, and any right to
participate in, any security or collateral given to the Administrative Agent or
the Lenders to secure payment of the Guaranteed Debt or any part thereof or any
other liability of the Subsidiary Borrower to the Administrative Agent or the
Lenders.

         SECTION 10.06. Collateral. The Borrower authorizes the Administrative
Agent to take any action or exercise any remedy available to them hereunder,
under any Loan Document or under applicable law with respect to any cash
collateral from time to time securing the Guaranteed Debt, which the
Administrative Agent in its sole discretion shall determine, without prior
notice to the Borrower (but with prompt written notice to the Borrower after the
application of cash collateral). In the event the Administrative Agent and the
Lenders in their sole discretion elect to give notice of any action with respect
to any cash collateral securing the Guaranteed Debt or any part thereof, ten
(10) days' written notice sent to the Borrower by recognized courier service at
the addresses set forth on the signature pages hereto shall be deemed reasonable
notice of any matters contained in such notice. The Borrower consents and agrees
that neither the Administrative Agent nor the Lender shall be under any
obligation to marshall any assets in favor of the Borrower or against or in
payment of any or all of the Guaranteed Debt. Notwithstanding anything herein to
the contrary, cash collateral provided hereunder may be applied only to the
Obligations.

         SECTION 10.07. Rights to Payments, Etc. In the event that acceleration
of the time for payment of any of the Guaranteed Debt is stayed upon the
insolvency, bankruptcy or

                                      105

<PAGE>

reorganization of the Subsidiary Borrower, or otherwise, all such amounts shall
nonetheless be payable by the Borrower forthwith upon demand by the
Administrative Agent or the Lenders. The Borrower further agrees that, to the
extent that any other Borrower makes a payment or payments to any of the Lenders
on the Guaranteed Debt (including any payment pursuant to Article VIII), or the
Administrative Agent or the Lenders receive any collateral or proceeds of
collateral securing the Guaranteed Debt, which payment or receipt of proceeds or
collateral or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required to be returned or repaid to
such Borrower, its estate, trustee, receiver, debtor in possession or any other
party, including, without limitation, the Borrower, under any insolvency or
bankruptcy law, state or federal law, common law or equitable cause, then to the
extent of such payment, return or repayment, the obligation or part thereof
which has been paid, reduced or satisfied by such amount shall be reinstated and
continued in full force and effect as of the date when such initial payment,
reduction or satisfaction occurred.

         SECTION 10.08. No Waiver. No delay on the part of the Administrative
Agent or the Lenders in the exercise of any right, power or remedy shall operate
as a waiver thereof, and no single or partial exercise by the Administrative
Agent or the Lenders of any right, power or remedy shall preclude any further
exercise thereof; nor shall any amendment, supplement, modification or waiver of
any of the terms or provisions of this Guaranty be binding upon the
Administrative Agent or the Lenders, except as expressly set forth in a writing
duly signed and delivered on the Lenders' behalf by the Administrative Agent.
The failure by the Administrative Agent or the Lenders at any time or times
hereafter to require strict performance by any Borrower (including, without
limitation, the Borrower hereunder) of any of the provisions, warranties, terms
and conditions contained in any promissory note, security agreement, agreement,
guaranty, instrument or document now or at any time or times hereafter executed
pursuant to the terms of, or in connection with, this Amended Agreement by any
Borrower and delivered to the Administrative Agent or the Lenders shall not
waive, affect or diminish any right of the Administrative Agent or the Lenders
at any time or times hereafter to demand strict performance thereof, and such
right shall not be deemed to have been waived by any act or knowledge of the
Administrative Agent or the Lenders, their agents, officers or employees, unless
such waiver is contained in an instrument in writing duly signed and delivered
on the Lenders' behalf by the Administrative Agent. No waiver by the
Administrative Agent or the Lenders of any default shall operate as a waiver of
any other default or the same default on a future occasion, and no action by the
Administrative Agent or the Lenders permitted hereunder shall in any way affect
or impair the Administrative Agent's or the Lenders' rights or powers, or the
obligations of the Borrower under this Guaranty. Any determination by a court of
competent jurisdiction of the amount of any Guaranteed Debt owing by the
Subsidiary Borrower to the Lenders shall be conclusive and binding on the
Borrower irrespective of whether the Borrower was a party to the suit or action
in which such determination was made.

         SECTION 10.09. Setoff. In addition to and without limitation of any
rights, powers or remedies of the Administrative Agent or the Lenders under
applicable law, any time after maturity of the Guaranteed Debt, whether by
acceleration or otherwise, the Administrative Agent or the Lenders may, in their
sole discretion, with prompt written notice after the fact to the Borrower and
regardless of the acceptance of any security or collateral for the payment
hereof, appropriate and apply toward the payment of outstanding Guaranteed Debt
(a) any indebtedness due or to become due from any of the Lenders to the
Borrower, and (b) any moneys, credits or

                                      106

<PAGE>

other property belonging to the Borrower (including all account balances,
whether provisional or final and whether or not collected or available) at any
time held by or coming into the possession of any of the Administrative Agent or
any Lender whether for deposit or otherwise.

         SECTION 10.10. Severability. Wherever possible, each provision of this
Article X shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of
such prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Guaranty.

         SECTION 10.11. Miscellaneous. It is understood that while the amount of
the Guaranteed Debt guaranteed hereby is not limited, if in any action or
proceeding involving any state, federal or foreign bankruptcy, insolvency or
other law affecting the rights of creditors generally, this Guaranty would be
held or determined to be void, invalid or unenforceable on account of the amount
of the aggregate liability under this Guaranty with respect to the Borrower,
then, notwithstanding any other provision of this Guaranty to the contrary, the
aggregate amount of such liability shall, with respect to the Borrower, without
any further action of the Administrative Agent, the Issuer, the Participants or
any other person, be automatically limited and reduced with respect to the
Borrower to the highest amount which is valid and enforceable as determined in
such action or proceeding. The obligations of the Borrower under this Article X
shall survive the termination of this Amended Agreement.

                            [SIGNATURE PAGE FOLLOWS]

                                      107

<PAGE>

         IN WITNESS WHEREOF, the Borrower, the Administrative Agent, the Issuing
Banks and the Lenders have caused this Amended Agreement to be duly executed by
their respective authorized officers as of the day and year first above written.

                                     ROBBINS & MYERS, INC.,
                                     AS BORROWER

                                     By:  ___________________________
                                     Name:  Kevin Brown
                                     Title: Vice President, Finance and
                                            Chief Financial Officer

                                     ROBBINS & MYERS FINANCE
                                     EUROPE B.V., AS SUBSIDIARY BORROWER

                                     By:  ___________________________
                                     Name:  _________________________
                                     Title: _________________________

                    [Signature Page to Robbins & Myers, Inc.
                  Third Amended and Restated Credit Agreement]

<PAGE>

                                     BANK ONE, NA, AS ADMINISTRATIVE
                                     AGENT, ISSUING BANK AND LENDER

                                     By: ____________________________
                                     Name:  _________________________
                                     Title: _________________________

                    [Signature Page to Robbins & Myers, Inc.
                  Third Amended and Restated Credit Agreement]

<PAGE>

                                     HARRIS TRUST AND SAVINGS BANK

                                     By: ____________________________
                                     Name:  _________________________
                                     Title: _________________________
                                     Address: 111 West Monroe St.
                                              Chicago, Illinois 60603
                                     Telephone: _____________________
                                     Fax: _____________________

                    [Signature Page to Robbins & Myers, Inc.
                  Third Amended and Restated Credit Agreement]

<PAGE>

                                     NATIONAL CITY BANK

                                     By: ____________________________
                                     Name:  _________________________
                                     Title: _________________________
                                     Address: 6 N. Main Street
                                              Dayton, Ohio 45412-2200
                                     Telephone: _____________________
                                     Fax: _____________________

                    [Signature Page to Robbins & Myers, Inc.
                  Third Amended and Restated Credit Agreement]

<PAGE>

                                     WACHOVIA BANK, N.A.

                                     By: ____________________________
                                     Name:  _________________________
                                     Title: _________________________
                                     Address: 301 S. College St. TW-5
                                              Charlotte, North Carolina 28288
                                     Telephone:  _____________________
                                     Fax:  _____________________

                    [Signature Page to Robbins & Myers, Inc.
                  Third Amended and Restated Credit Agreement]
<PAGE>

                                     THE BANK OF NOVA SCOTIA

                                     By: ____________________________
                                     Name:  _________________________
                                     Title: _________________________
                                     Address: 600 Peachtree St., N.E. Suite 2700
                                              Atlanta, Georgia  30308
                                     Telephone: _____________________
                                     Fax: _____________________

                    [Signature Page to Robbins & Myers, Inc.
                  Third Amended and Restated Credit Agreement]

<PAGE>

                                     FIFTH THIRD BANK (WESTERN OHIO)

                                     By: ____________________________
                                     Name:  _________________________
                                     Title: _________________________
                                     Address: 110 N. Main St. MD 332921
                                              Dayton, Ohio 45402
                                     Telephone: _____________________
                                     Fax: _____________________

                    [Signature Page to Robbins & Myers, Inc.
                  Third Amended and Restated Credit Agreement]

<PAGE>

                                     UNICREDITO ITALIANO,
                                     NEW YORK BRANCH

                                     By: ____________________________
                                     Name: __________________________
                                     Title: _________________________

                                     By: _____________________________
                                     Name:  __________________________
                                     Title:  _________________________
                                     Address: 375 Park Ave., 2nd Floor
                                              New York, NY 10152
                                     Telephone: ______________________
                                     Fax: ______________________

                    [Signature Page to Robbins & Myers, Inc.
                  Third Amended and Restated Credit Agreement]

<PAGE>

                                PRICING SCHEDULE

<TABLE>
<CAPTION>
APPLICABLE MARGIN         LEVEL I STATUS     LEVEL II STATUS     LEVEL III STATUS    LEVEL IV STATUS
<S>                       <C>                <C>                 <C>                 <C>
LIBOR Loans                  1.375%              1.50%               1.75%               2.375%

 ABR Loans                   0.125%              0.25%               0.50%                0.75%
</TABLE>

<TABLE>
<CAPTION>
APPLICABLE FEE RATE         LEVEL I STATUS     LEVEL II STATUS     LEVEL III STATUS    LEVEL IV STATUS
<S>                         <C>                <C>                 <C>                 <C>
Letter of Credit Fee           1.375%              1.50%               1.75%               2.375%

   Facility Fee                0.375%              0.50%               0.50%               0.625%
</TABLE>

For the purposes of this Schedule, the following terms have the following
meanings, subject to the final paragraph of this Schedule:

         "Financials" means the annual or quarterly financial statements of the
Borrower delivered pursuant to the Amended Agreement.

         "Level I Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, the
Consolidated Leverage Ratio (as defined in the Existing Facility) is less than
2.50 to 1.00.

         "Level II Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status and (ii) the Consolidated
Leverage Ratio is less than 3.00 to 1.00.

         "Level III Status" exists at any date if, as of the last day of the
fiscal quarter of the Borrower referred to in the most recent Financials, (i)
the Borrower has not qualified for Level I Status or Level II Status and (ii)
the Consolidated Leverage Ratio is less than 3.50 to 1.00.

         "Level IV Status" exists at any date if the Borrower has not qualified
for Level I Status, Level II Status or Level III Status.

         "Status" means Level I Status, Level II Status, Level III Status or
Level IV Status.

         The Applicable Margin and Applicable Fee Rate shall be determined in
accordance with the foregoing table based on the Borrower's Status as reflected
in the then most recent Financials. Adjustments, if any, to the Applicable
Margin or Applicable Fee Rate shall be effective five Business Days after the
Administrative Agent has received the applicable Financials. If the Borrower
fails to deliver the Financials to the Agent at the time required pursuant to
the Credit Agreement, then the Applicable Margin and Applicable Fee Rate shall
be the highest Applicable Margin and Applicable Fee Rate set forth in the
foregoing table until five days after such Financials are so delivered.