<PAGE>

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                           THREE-YEAR CREDIT AGREEMENT

                           Dated as of August 22, 2003

                                      among

                       CHICAGO BRIDGE & IRON COMPANY N.V.,

                            THE SUBSIDIARY BORROWERS,

          THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS

                                       and

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

                                       and

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

                                       and

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

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

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

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

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

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                                TABLE OF CONTENTS

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

         1.1.     Certain Defined Terms.........................................................................      1
         1.2.     Singular/Plural References; Accounting Terms...................................................    27
         1.3.     References.....................................................................................    27
         1.4.     Supplemental Disclosure........................................................................    27

ARTICLE II: REVOLVING LOAN FACILITY..............................................................................    27

         2.1.     Revolving Loans................................................................................    27
                  (A)      Amount of Revolving Loans.............................................................    27
                  (B)      Borrowing/Election Notice.............................................................    28
                  (C)      Making of Revolving Loans.............................................................    28
         2.2.     Swing Line Loans...............................................................................    28
                  (A)      Amount of Swing Line Loans............................................................    28
                  (B)      Borrowing/Election Notice.............................................................    29
                  (C)      Making of Swing Line Loans............................................................    29
                  (D)      Repayment of Swing Line Loans.........................................................    29
         2.3.     Rate Options for all Advances; Maximum Interest Periods........................................    30
         2.4.     Optional Payments; Mandatory Prepayments.......................................................    30
                  (A)      Optional Payments.....................................................................    30
                  (B)      Determination of Dollar Amounts of Letters of Credit; Mandatory
                           Prepayments of Revolving Loans and Cash Collateralization of Letters of
                           Credit................................................................................    30
         2.5.     Changes in Commitments.........................................................................    31
                  (A)      Voluntary Commitment Reductions.......................................................    32
                  (B)      Increase in Commitments...............................................................    32
         2.6.     Method of Borrowing............................................................................    35
         2.7.     Method of Selecting Types and Interest Periods for Advances....................................    35
         2.8.     Minimum Amount of Each Advance.................................................................    35
         2.9.     Method of Selecting Types and Interest Periods for Conversion and Continuation of Advances.....    35
                  (A)      Right to Convert......................................................................    35
                  (B)      Automatic Conversion and Continuation.................................................    36
                  (C)      No Conversion Post-Default or Post-Unmatured Default..................................    36
                  (D)      Borrowing/Election Notice.............................................................    36
         2.10.    Default Rate...................................................................................    36
         2.11.    Method of Payment..............................................................................    36
                  (A)      Method of Payment.....................................................................    36
                  (B)      Market Disruption.....................................................................    37
         2.12.    Evidence of Debt...............................................................................    37
                  (A)      Loan Account..........................................................................    38
                  (B)      Register..............................................................................    38
                  (C)      Entries in Loan Account and Register..................................................    38
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
                  (D)      Noteless Transaction; Notes Issued Upon Request.......................................    38
         2.13.    Telephonic Notices.............................................................................    38
         2.14.    Promise to Pay; Interest and Commitment Fees; Interest Payment Dates; Interest and
                  Fee Basis; Taxes; Loan and Control Accounts....................................................    39
                  (A)      Promise to Pay........................................................................    39
                  (B)      Interest Payment Dates................................................................    39
                  (C)      Commitment Fees; Additional Fees......................................................    39
                  (D)      Interest and Fee Basis; Applicable Floating Rate Margins, Applicable Eurodollar
                           Margin, Applicable L/C Fee Percentage and Applicable Commitment Fee Percentage........    40
                  (E)      Taxes.................................................................................    42
         2.15.    Notification of Advances, Interest Rates, Prepayments and Aggregate Commitment Reductions......    45
         2.16.    Lending Installations..........................................................................    45
         2.17.    Non-Receipt of Funds by the Administrative Agent...............................................    45
         2.18.    Termination Date...............................................................................    46
         2.19.    Replacement of Certain Lenders.................................................................    46
         2.20.    Subsidiary Borrowers...........................................................................    47
         2.21.    Judgment Currency..............................................................................    47

ARTICLE III: THE LETTER OF CREDIT FACILITY.......................................................................    48

         3.1.     Obligation to Issue Letters of Credit..........................................................    48
         3.2.     Transitional Provision.........................................................................    48
         3.3.     Types and Amounts..............................................................................    48
         3.4.     Conditions.....................................................................................    49
         3.5.     Procedure for Issuance of Letters of Credit....................................................    49
                  (A)      Issuance..............................................................................    49
                  (B)      Notice................................................................................    49
                  (C)      No Amendment..........................................................................    49
         3.6.     Letter of Credit Participation.................................................................    50
         3.7.     Reimbursement Obligation.......................................................................    50
         3.8.     Letter of Credit Fees..........................................................................    51
         3.9.     Borrower and Issuing Bank Reporting Requirements...............................................    51
         3.10.    Indemnification; Exoneration...................................................................    52
                  (A)      Indemnification.......................................................................    52
                  (B)      Risk Assumption.......................................................................    52
                  (C)      No Liability..........................................................................    53
                  (D)      Survival of Agreements and Obligations................................................    53
         3.11.    Market Disruption..............................................................................    53
         3.12.    L/C Collateral Account.........................................................................    53

ARTICLE IV: CHANGE IN CIRCUMSTANCES..............................................................................    54

         4.1.     Yield Protection...............................................................................    54
                  (A)      Yield Protection......................................................................    54
                  (B)      Non-U.S. Reserve Costs or Fees With Respect to Loans and Letters of Credit
                           to Borrowers..........................................................................    55
</TABLE>

                                      iii

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<TABLE>
<S>                                                                                                                  <C>
         4.2.     Changes in Capital Adequacy Regulations........................................................    55
         4.3.     Availability of Types of Advances..............................................................    56
         4.4.     Funding Indemnification........................................................................    56
         4.5.     Lender Statements; Survival of Indemnity.......................................................    56

ARTICLE V: CONDITIONS PRECEDENT..................................................................................    57

         5.1.     Initial Advances and Letters of Credit.........................................................    57
         5.2.     Initial Advance to Each New Subsidiary Borrower................................................    58
         5.3.     Each Advance and Letter of Credit..............................................................    59
                  (A)      No Defaults...........................................................................    59
                  (B)      Representations and Warranties........................................................    59
                  (C)      Maximum Amounts.......................................................................    59

ARTICLE VI: REPRESENTATIONS AND WARRANTIES.......................................................................    59

         6.1.     Organization; Corporate Powers.................................................................    60
         6.2.     Authority, Execution and Delivery; Loan Documents..............................................    60
                  (A)      Power and Authority...................................................................    60
                  (B)      Execution and Delivery................................................................    60
                  (C)      Loan Documents........................................................................    60
         6.3.     No Conflict; Governmental Consents.............................................................    60
         6.4.     Financial Statements...........................................................................    61
                  (A)      Pro Forma Financials..................................................................    61
                  (B)      Audited Financial Statements..........................................................    61
                  (C)      Interim Financial Statements..........................................................    61
         6.5.     No Material Adverse Change.....................................................................    61
         6.6.     Taxes..........................................................................................    62
                  (A)      Tax Examinations......................................................................    62
                  (B)      Payment of Taxes......................................................................    62
         6.7.     Litigation; Loss Contingencies and Violations..................................................    62
         6.8.     Subsidiaries...................................................................................    62
         6.9.     ERISA..........................................................................................    63
         6.10.    Accuracy of Information........................................................................    64
         6.11.    Securities Activities..........................................................................    64
         6.12.    Material Agreements............................................................................    64
         6.13.    Compliance with Laws...........................................................................    64
         6.14.    Assets and Properties..........................................................................    64
         6.15.    Statutory Indebtedness Restrictions............................................................    65
         6.16.    Insurance......................................................................................    65
         6.17.    Environmental Matters..........................................................................    65
                  (A)      Environmental Representations.........................................................    65
                  (B)      Materiality...........................................................................    65
         6.18.    Representations and Warranties of each Subsidiary Borrower.....................................    66
                  (A)      Organization and Corporate Powers.....................................................    66
                  (B)      Binding Effect........................................................................    66
                  (C)      No Conflict; Government Consent.......................................................    66
                  (D)      Filing................................................................................    66
</TABLE>

                                       iv

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<TABLE>
<S>                                                                                                                  <C>
                  (E)      No Immunity...........................................................................    67
                  (F)      Application of Representations and Warranties.........................................    67
         6.19.    Benefits.......................................................................................    67
         6.20.    Solvency.......................................................................................    67
         6.21.    Reportable Transaction.........................................................................    67

ARTICLE VII: COVENANTS...........................................................................................    68

         7.1.     Reporting......................................................................................    68
                  (A)      Financial Reporting...................................................................    68
                  (B)      Notice of Default.....................................................................    69
                  (C)      Lawsuits..............................................................................    70
                  (D)      ERISA Notices.........................................................................    70
                  (E)      Other Indebtedness....................................................................    71
                  (F)      Other Reports.........................................................................    71
                  (G)      Environmental Notices.................................................................    72
                  (H)      Other Information.....................................................................    72
         7.2.     Affirmative Covenants..........................................................................    72
                  (A)      Existence, Etc .......................................................................    72
                  (B)      Corporate Powers; Conduct of Business.................................................    72
                  (C)      Compliance with Laws, Etc ............................................................    72
                  (D)      Payment of Taxes and Claims; Tax Consolidation........................................    72
                  (E)      Insurance.............................................................................    73
                  (F)      Inspection of Property; Books and Records; Discussions................................    73
                  (G)      ERISA Compliance......................................................................    73
                  (H)      Maintenance of Property...............................................................    73
                  (I)      Environmental Compliance..............................................................    74
                  (J)      Use of Proceeds.......................................................................    74
                  (K)      Subsidiary Guarantors.................................................................    74
                  (L)      Foreign Employee Benefit Compliance...................................................    75
         7.3.     Negative Covenants.............................................................................    75
                  (A)      Subsidiary Indebtedness...............................................................    75
                  (B)      Sales of Assets.......................................................................    76
                  (C)      Liens.................................................................................    77
                  (D)      Investments...........................................................................    78
                  (E)      Contingent Obligations................................................................    78
                  (F)      Conduct of Business; Subsidiaries; Permitted Acquisitions.............................    79
                  (G)      Transactions with Shareholders and Affiliates.........................................    80
                  (H)      Restriction on Fundamental Changes....................................................    80
                  (I)      Sales and Leasebacks..................................................................    80
                  (J)      Margin Regulations....................................................................    80
                  (K)      ERISA.................................................................................    81
                  (L)      Corporate Documents...................................................................    81
                  (M)      Fiscal Year...........................................................................    81
                  (N)      Subsidiary Covenants..................................................................    81
                  (O)      Hedging Obligations...................................................................    81
                  (P)      Issuance of Disqualified Stock........................................................    82
</TABLE>

                                       v

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
                  (Q)      Non-Guarantor Subsidiaries............................................................    82
                  (R)      Intercompany Indebtedness.............................................................    82
                  (S)      Restricted Payments...................................................................    82
                  (T)      Changes to Note Purchase Agreement and Related Indebtedness...........................    82
         7.4.     Financial Covenants............................................................................    83
                  (A)      Maximum Leverage Ratio................................................................    83
                  (B)      Minimum Fixed Charge Coverage Ratio...................................................    83
                  (C)      Minimum Consolidated Net Worth........................................................    84

ARTICLE VIII: DEFAULTS...........................................................................................    84

         8.1.     Defaults.......................................................................................    84
                  (A)      Failure to Make Payments When Due.....................................................    84
                  (B)      Breach of Certain Covenants...........................................................    84
                  (C)      Breach of Representation or Warranty..................................................    84
                  (D)      Other Defaults........................................................................    84
                  (E)      Default as to Other Indebtedness......................................................    84
                  (F)      Involuntary Bankruptcy; Appointment of Receiver, Etc .................................    85
                  (G)      Voluntary Bankruptcy; Appointment of Receiver, Etc ...................................    85
                  (H)      Judgments and Attachments.............................................................    86
                  (I)      Dissolution...........................................................................    86
                  (J)      Loan Documents........................................................................    86
                  (K)      Termination Event.....................................................................    86
                  (L)      Waiver of Minimum Funding Standard....................................................    86
                  (M)      Change of Control.....................................................................    86
                  (N)      Environmental Matters.................................................................    86
                  (O)      Guarantor Revocation..................................................................    87

ARTICLE IX: ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.......................................................    87

         9.1.     Termination of Commitments; Acceleration.......................................................    87
         9.2.     Amendments.....................................................................................    88
         9.3.     Preservation of Rights.........................................................................    89

ARTICLE X: GUARANTY..............................................................................................    89

         10.1.    Guaranty.......................................................................................    89
         10.2.    Waivers; Subordination of Subrogation..........................................................    89
         10.3.    Guaranty Absolute..............................................................................    90
         10.4.    Acceleration...................................................................................    91
         10.5.    Marshaling; Reinstatement......................................................................    91
         10.6.    Termination Date...............................................................................    92

ARTICLE XI: GENERAL PROVISIONS...................................................................................    92

         11.1.    Survival of Representations....................................................................    92
         11.2.    Governmental Regulation........................................................................    92
         11.3.    Performance of Obligations.....................................................................    92
         11.4.    Headings.......................................................................................    93
</TABLE>

                                       vi

<PAGE>

<TABLE>
<S>                                                                                                                 <C>
         11.5.    Entire Agreement...............................................................................    93
         11.6.    Several Obligations; Benefits of this Agreement................................................    93
         11.7.    Expenses; Indemnification......................................................................    93
                  (A)      Expenses..............................................................................    93
                  (B)      Indemnity.............................................................................    94
                  (C)      Waiver of Certain Claims; Settlement of Claims........................................    95
                  (D)      Survival of Agreements................................................................    95
         11.8.    Numbers of Documents...........................................................................    95
         11.9.    Accounting.....................................................................................    95
         11.10.   Severability of Provisions.....................................................................    95
         11.11.   Nonliability of Lenders........................................................................    95
         11.12.   GOVERNING LAW..................................................................................    96
         11.13.   CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL........................................    96
                  (A)      EXCLUSIVE JURISDICTION................................................................    96
                  (B)      OTHER JURISDICTIONS...................................................................    96
                  (C)      VENUE.................................................................................    97
                  (D)      SERVICE OF PROCESS....................................................................    97
                  (E)      WAIVER OF JURY TRIAL..................................................................    97
                  (F)      ADVICE OF COUNSEL.....................................................................    97
         11.14.   Other Transactions.............................................................................    97
         11.15.   Subordination of Intercompany Indebtedness.....................................................    98
         11.16.   Lenders Not Utilizing Plan Assets..............................................................    99
         11.17.   Collateral.....................................................................................    99

ARTICLE XII: THE ADMINISTRATIVE AGENT............................................................................    99

         12.1.    Appointment; Nature of Relationship............................................................    99
         12.2.    Powers.........................................................................................    99
         12.3.    General Immunity..............................................................................    100
         12.4.    No Responsibility for Credit Extensions, Creditworthiness, Recitals, Etc .....................    100
         12.5.    Action on Instructions of Lenders.............................................................    100
         12.6.    Employment of Agents and Counsel..............................................................    100
         12.7.    Reliance on Documents; Counsel................................................................    101
         12.8.    The Administrative Agent's Reimbursement and Indemnification..................................    101
         12.9.    Rights as a Lender............................................................................    101
         12.10.   Lender Credit Decision........................................................................    101
         12.11.   Successor Administrative Agent................................................................    101
         12.12.   Documentation Agents, Syndication Agent and Arrangers.........................................    102

ARTICLE XIII:  SETOFF; RATABLE PAYMENTS.........................................................................    102

         13.1.    Setoff........................................................................................    102
         13.2.    Ratable Payments..............................................................................    102
         13.3.    Application of Payments.......................................................................    102
         13.4.    Relations Among Lenders.......................................................................    104
                  (A)      No Action Without Consent............................................................    104
                  (B)      Not Partners; No Liability...........................................................    104
</TABLE>

                                       vii

<PAGE>

<TABLE>
<S>                                                                                                                 <C>
ARTICLE XIV: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS..................................................    104

         14.1.    Successors and Assigns........................................................................    104
         14.2.    Participations................................................................................    104
                  (A)      Permitted Participants; Effect.......................................................    105
                  (B)      Voting Rights........................................................................    105
                  (C)      Benefit of Setoff....................................................................    105
         14.3.    Assignments...................................................................................    105
                  (A)      Permitted Assignments................................................................    105
                  (B)      Effect; Effective Date...............................................................    106
                  (C)      The Register.........................................................................    107
                  (D)      Designated Lender....................................................................    107
         14.4.    Confidentiality...............................................................................    108
         14.5.    Dissemination of Information..................................................................    109

ARTICLE XV: NOTICES.............................................................................................    109

         15.1.    Giving Notice.................................................................................    109
         15.2.    Change of Address.............................................................................    109

ARTICLE XVI: COUNTERPARTS.......................................................................................    109
</TABLE>

                                      viii

<PAGE>

                             EXHIBITS AND SCHEDULES

                                    Exhibits

<TABLE>
<S>                                    <C>
EXHIBIT A-1                            --         Commitments (Definitions)
EXHIBIT A-2                                       Issuing Banks
EXHIBIT B                              --         Form of Borrowing/Election Notice (Section 2.2 and Section
                                                  2.7 and Section 2.9)
EXHIBIT C                              --         Form of Request for Letter of Credit (Section 3.4)
EXHIBIT D                              --         Form of Assignment and Acceptance Agreement (Sections 2.19
                                                  and 14.3)
EXHIBIT E-1                            --         Form of Company's US Counsel's Opinion (Section 5.1)
EXHIBIT E-2                            --         Form of Company's Foreign Counsel's Opinion (Section 5.1)
EXHIBIT E-3                            --         List of  Closing Documents (Section 5.1)
EXHIBIT E-4                            --         Form of Counsel's Opinion for Subsidiary Borrowers

EXHIBIT F                              --         Form of Officer's Certificate (Sections 5.3 and
                                                  7.1(A)(iii))
EXHIBIT G                              --         Form of Compliance Certificate (Sections 5.3 and
                                                  7.1(A)(iii))
EXHIBIT H                              --         Form of Subsidiary Guaranty (Definitions)
EXHIBIT I                              --         Form of Revolving Loan Note
EXHIBIT J                              --         Form of Assumption Letter (Definitions)
EXHIBIT K                              --         Form of Designation Agreement (Section 14.3(D))
EXHIBIT L                              --         Form of Commitment and Acceptance (Section 2.5(B)(i))
</TABLE>

                                    Schedules

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

                                       ix

<PAGE>

                           THREE-YEAR CREDIT AGREEMENT

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

                             ARTICLE I: DEFINITIONS

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

                  "Accounting Change" is defined in Section 11.9.

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

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

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

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

                                       1


<PAGE>

                  "Advance" means a borrowing hereunder consisting of the
aggregate amount of the several Loans made by some or all of the Lenders to the
applicable Borrower of the same Type and, in the case of Eurodollar Rate
Advances for the same Interest Period.

                  "Affected Lender" is defined in Section 2.19.

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

                  "Aggregate Commitment" means the aggregate of the Commitments
of all the Lenders, as may be adjusted from time to time pursuant to the terms
hereof. The Aggregate Commitment as of the Closing Date is Two Hundred
Thirty-Three Million Three Hundred and Thirty-Three Thousand and Three Hundred
and Three and 33/100 Dollars ($233,333,333.33).

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

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

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

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

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

                                       2

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       3

<PAGE>

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

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

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

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

                  "Borrowing Date" means a date on which an Advance or Swing
Line Loan is made hereunder.

                  "Borrowing/Election Notice" is defined in Section 2.7.

                  "Business Day" means (i) with respect to any borrowing,
payment or rate selection of Loans bearing interest at the Eurodollar Rate, a
day (other than a Saturday or Sunday) on which banks are open for business in
Chicago, Illinois and New York, New York and on which dealings in Dollars and
the other Agreed Currencies are carried on in the London interbank market (and,
if the Letter of Credit which is the subject of such issuance or payment is
denominated in euro, a day upon which such clearing system as is determined by
the Administrative Agent to be suitable for clearing or settlement of the euro
is open for business) and (ii) for all other purposes a day (other than a
Saturday or Sunday) on which banks are open for business in Chicago, Illinois
and New York, New York.

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

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

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

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

                  "Cash Equivalents" means (i) marketable direct obligations
issued or unconditionally guaranteed by the United States government and backed
by the full faith and credit of the United States government; (ii) domestic and
Eurodollar certificates of deposit and

                                       4

<PAGE>

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

                  "Change" is defined in Section 4.2.

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

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

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

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

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

                  "Closing Date" means August 22, 2003.

                                       5

<PAGE>

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

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

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

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

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

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

                  "Computation Date" is defined in Section 2.4(B).

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

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

                                       6

<PAGE>

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

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

                  "Consolidated Net Worth" means, at a particular date, all
amounts which would be included under shareholders' or members' equity on the
consolidated balance sheet for the Company and its consolidated Subsidiaries
plus any preferred stock of the Company to the extent that it has not been
redeemed for indebtedness, as determined in accordance with Agreement Accounting
Principles.

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

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

                  "Continuing Director" means, with respect to any person as of
any date of determination, any member of the board of directors of such Person
who (a) was a member of such board of directors on the Closing Date, or (b) was
nominated for election or elected to such board of directors with the approval
of the required majority of the Continuing Directors who were members of such
board at the time of such nomination or election; provided that an individual
who is so elected or nominated in connection with a merger, consolidation,
acquisition

                                       7

<PAGE>

or similar transaction shall not be a Continuing Director unless such individual
was a Continuing Director prior thereto.

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

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

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

                  "Country Risk Event" means:

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

                           (a)      changing the Obligations as originally
                  agreed,

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

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

                  (ii)     force majeure; and

                  (iii)    any similar event

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

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

                                       8

<PAGE>

                  "Customary Permitted Liens" means:

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

                  (ii)     statutory Liens of landlords and Liens of suppliers,
         mechanics, carriers, materialmen, warehousemen, service providers or
         workmen and other similar Liens imposed by law created in the ordinary
         course of business for amounts not yet due or which are being contested
         in good faith by appropriate proceedings properly instituted and
         diligently conducted and with respect to which adequate reserves or
         other appropriate provisions are being maintained in accordance with
         Agreement Accounting Principles;

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

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

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

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

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

                                       9

<PAGE>

                  "Designated Lender" means, with respect to each Designating
Lender, each Eligible Designee designated by such Designating Lender pursuant to
Section 14.3(D).

                  "Designating Lender" means, with respect to each Designated
Lender, the Lender that designated such Designated Lender pursuant to Section
14.3(D).

                  "Designation Agreement" is defined in Section 14.3(D).

                  "Disclosed Litigation" is defined in Section 6.7.

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

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

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

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

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

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

                  "EBITDA" means, for any period, on a consolidated basis for
the Company and its Subsidiaries, the sum of the amounts for such period,
without duplication, calculated in each

                                       10

<PAGE>

case in accordance with Agreement Accounting Principles, of (i) EBIT plus (ii)
depreciation expense to the extent deducted in computing Net Income, plus (iii)
amortization expense, including, without limitation, amortization of goodwill
and other intangible assets to the extent deducted in computing Net Income.

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

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

                  "Eligible Cash Equivalents" means Cash Equivalents consisting
of (i) marketable direct obligations issued or unconditionally guaranteed by the
United States government and backed by the full faith and credit of the United
States government, (ii) domestic and Eurodollar certificates of deposit and time
deposits, bankers' acceptances and floating rate certificates of deposit issued
by any commercial bank organized under the laws of the United States, any state
thereof, the District of Columbia, any foreign bank, or its branches or
agencies, the long-term indebtedness of which institution at the time of
acquisition is rated A- (or better) by S&P or A3 (or better) by Moody's, and
which certificates of deposit and time deposits are fully protected against
currency fluctuations for any such deposits with a term of more than ninety (90)
days, (iii) commercial paper rated at least A-1 by Standard & Poor's Ratings
Services or P-1 by Moody's Investors Service, Inc. and maturing not more than
thirty (30) days from the date of issuance or (iv) debt securities other than
commercial paper, the issuer of which shall have a senior unsecured long-term
debt rating from Standard & Poor's Ratings Services of at least A and which debt
securities shall mature not more than thirty (30) days from the date of
issuance.

                  "Eligible Designee" means a special purpose corporation,
partnership, limited partnership or limited liability company that is
administered by a Lender or an Affiliate of a Lender and (i) is organized under
the laws of the United States of America or any state thereof, (ii) is engaged
primarily in making, purchasing or otherwise investing in commercial loans in
the ordinary course of its business and (iii) issues (or the parent of which
issues) commercial paper rated at least A-1 or the equivalent thereof by S&P or
the equivalent thereof by Moody's.

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

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

                                       11

<PAGE>

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

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

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

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

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

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

                  "Eurodollar Base Rate" means, with respect to a Eurodollar
Rate Advance for the relevant Interest Period, the applicable British Bankers'
Association Interest Settlement Rate for deposits in Dollars appearing on
Reuters Screen FRBD 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, (i) if Reuters Screen FRBD is not available to
the Administrative Agent for any reason, the applicable Eurodollar Reference
Rate for the relevant Interest Period shall instead be the applicable British
Bankers' Association Interest Settlement Rate for deposits in Dollars as
reported by any other 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, and (ii)
if no such British Bankers' Association Interest Settlement Rate is available,
the applicable Eurodollar Reference Rate for the relevant Interest Period shall
instead be the rate determined by the Administrative Agent to be the rate at
which Bank One offers to place deposits in Dollars 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 Eurodollar Loan and having a maturity equal to such
Interest Period.

                  "Eurodollar Rate" means, with respect to a Eurodollar Rate
Advance for the relevant Interest Period, the sum of (i) the quotient of (a) the
Eurodollar Base Rate applicable to

                                       12

<PAGE>

such Interest Period, divided by (b) one minus the Reserve Requirement
(expressed as a decimal) applicable to such Interest Period, plus (ii) the then
Applicable Eurodollar Margin, changing as and when the Applicable Eurodollar
Margin changes.

                  "Eurodollar Rate Advance" means an Advance which bears
interest at a Eurodollar Rate.

                  "Eurodollar Rate Loan" means a Loan made on a fully syndicated
basis pursuant to Section 2.1, which bears interest at a Eurodollar Rate.

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

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

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

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

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

                  "Financial Letter of Credit" means any letter of credit or
Bank Undertaking other than a Performance Letter of Credit.

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

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

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

                  "Five-Year Credit Agreement" means that certain Five-Year
Credit Agreement dated as of the Closing Date by and among the Company, the
subsidiary borrowers from time to time parties thereto, the lenders from time to
time parties thereto, and Bank One, as the

                                       13

<PAGE>

administrative agent thereunder, as the same may be amended, restated,
supplemented or otherwise modified and as in effect from time to time.

                  "Five-Year L/C Obligations" means the "L/C Obligations" under,
and as defined in, the Five-Year Credit Agreement.

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

                  "Floating Rate" means, for any day for any Loan, a rate per
annum equal to the Alternate Base Rate for such day, changing when and as the
Alternate Base Rate changes, plus the then Applicable Floating Rate Margin.

                  "Floating Rate Advance" means an Advance which bears interest
at the Floating Rate.

                  "Floating Rate Loan" means a Loan, or portion thereof, which
bears interest at the Floating Rate.

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

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

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

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

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

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

                  "Gross Negligence" means recklessness, or actions taken or
omitted with conscious indifference to or the complete disregard of consequences
or rights of others affected. Gross Negligence does not mean the absence of
ordinary care or diligence, or an inadvertent act or inadvertent failure to act.
If the term "gross negligence" is used with respect to the

                                       14

<PAGE>

Administrative Agent or any Lender or any indemnitee in any of the other Loan
Documents, it shall have the meaning set forth herein.

                  "Guaranteed Obligations" is defined in Section 10.1.

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

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

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

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

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

                  "Indebtedness" of a Person means, without duplication, such
Person's (a) obligations for borrowed money, (b) obligations representing the
deferred purchase price of property or services (other than (i) accounts payable
arising in the ordinary course of such Person's business payable on terms
customary in the trade, and (ii) earnouts or other similar forms of contingent
purchase prices), (c) obligations, whether or not assumed, secured by Liens or
payable out of the proceeds or production from property or assets now or
hereafter owned or acquired by such Person, (d) obligations which are evidenced
by notes, acceptances or other instruments, (e) Capitalized Lease Obligations,
(f) Contingent Obligations, (g) obligations with respect to any letters of
credit, bank guarantees and similar instruments, including, without limitation,
Financial Letters of Credit and Performance Letters of Credit, and all
reimbursement agreements related thereto, (h) Off-Balance Sheet Liabilities and
(j) Disqualified Stock.

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

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

                                       15

<PAGE>

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

                  "Interest Period" means with respect to a Eurodollar Rate
Loan, a period of one (1), two (2), three (3) months or six (6) months,
commencing on a Business Day selected by the applicable Borrower on which a
Eurodollar Rate Advance is made to such Borrower pursuant to this Agreement.
Such Interest Period shall end on (but exclude) the day which corresponds
numerically to such date one, two, three or six months thereafter; provided,
however, that if there is no such numerically corresponding day in such next,
second, third or sixth succeeding month, such Interest Period shall end on the
last Business Day of such next, second, third or sixth succeeding month. If an
Interest Period would otherwise end on a day which is not a Business Day, such
Interest Period shall end on the next succeeding Business Day, provided,
however, that if said next succeeding Business Day falls in a new calendar
month, such Interest Period shall end on the immediately preceding Business Day.

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

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

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

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

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

                                       16

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       17

<PAGE>

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

                  "Loan(s)" means, with respect to a Lender, such Lender's
portion of any Advance made pursuant to Section 2.1 hereof, and in the case of
the Swing Line Bank, any Swing Line Loan made pursuant to Section 2.2 hereof,
and collectively all Revolving Loans and Swing Line Loans, whether made or
continued as or converted to Floating Rate Loans or Eurodollar Rate Loans.

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

                  "Market Disruption" is defined in Section 2.11.

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

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

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

                                       18

<PAGE>

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

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

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

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

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

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

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

                  "Obligations" means all Loans, L/C Obligations, advances,
debts, liabilities, obligations, covenants and duties owing, by the Borrowers or
any of their Subsidiaries to the Administrative Agent, any Lender, the Swing
Line Bank, the Arrangers, any Affiliate of the

                                       19

<PAGE>

Administrative Agent or any Lender, any Issuing Bank, any Indemnitee, of any
kind or nature, present or future, arising under this Agreement, the L/C
Documents or any other Loan Document, whether or not evidenced by any note,
guaranty or other instrument, whether or not for the payment of money, whether
arising by reason of an extension of credit, loan, foreign exchange risk,
guaranty, indemnification, or in any other manner, whether direct or indirect
(including those acquired by assignment), absolute or contingent, due or to
become due, now existing or hereafter arising and however acquired. The term
includes, without limitation, all interest, charges, expenses, fees, attorneys'
fees and disbursements, paralegals' fees (in each case whether or not allowed),
and any other sum chargeable to the Company or any of its Subsidiaries under
this Agreement or any other Loan Document.

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

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

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

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

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

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

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

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

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

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

                                       20

<PAGE>

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

                  "Permitted Sale and Leaseback Transactions" means (a) (i) any
Sale and Leaseback Transaction of the Company's administrative headquarters
facility in The Woodlands, Texas and (ii) any Sale and Leaseback Transaction of
all or any portion of the Company's other property, in each case on terms
acceptable to the Administrative Agent and only to the extent that the aggregate
amount of Net Cash Proceeds from all such Permitted Sale and Leaseback
Transactions is less than or equal to $30,000,000 and (b) any Sale and Leaseback
Transaction of the Company's facility in Plainfield, Illinois.

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

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

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

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

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

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

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

                                       21

<PAGE>

                  "Rate Option" means the Eurodollar Rate or the Floating Rate,
as applicable.

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

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

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

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

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

                  "Reimbursement Obligation" is defined in Section 3.7.

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

                  "Replacement Lender" is defined in Section 2.19.

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

                  "Required Lenders" means Facility Lenders whose Combined Pro
Rata Shares, in the aggregate, are greater than fifty percent (50%); provided,
however, that, if any of the Lenders

                                       22

<PAGE>

shall have failed to fund its Pro Rata Share of (i) any Revolving Loan requested
by the applicable Borrower, (ii) any Revolving Loan required to be made in
connection with reimbursement for any L/C Obligations, (iii) any participation
in any Swing Line Loan as requested by the Administrative Agent, which such
Lenders are obligated to fund under the terms of this Agreement and any such
failure has not been cured, then for so long as such failure continues,
"Required Lenders" means Facility Lenders (excluding all Lenders whose failure
to fund their respective Pro Rata Shares of such Revolving Loans or any
participation in Swing Line Loans has not been so cured) whose Combined Pro Rata
Shares represent greater than fifty percent (50%) of the aggregate Combined Pro
Rata Shares of such Facility Lenders; provided further, however, that, if the
Commitments or the "Commitments" under the Five-Year Credit Agreement have been
terminated pursuant to the terms of this Agreement or the Five-Year Credit
Agreement (as applicable), "Required Lenders" means Facility Lenders (without
regard to the Lenders' performance of their respective obligations hereunder)
whose aggregate ratable shares (stated as a percentage) of the aggregate
outstanding principal balance of the sum of (x) all Loans and L/C Obligations
and (y) all "L/C Obligations" under the Five-Year Credit Agreement are greater
than fifty percent (50%).

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

                  "Reserve Requirement" means, with respect to an Interest
Period, the maximum aggregate reserve requirement (including all basic,
supplemental, marginal and other reserves) which is imposed under Regulation D
on Eurodollar liabilities.

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

                                       23

<PAGE>

arising from the purchase or sale of, any Indebtedness (other than the
Obligations) or any Equity Interests of the Company or any of its Subsidiaries,
or of a claim for reimbursement, indemnification or contribution arising out of
or related to any such claim for damages or rescission and (v) any payment in
respect of a purchase price adjustment, earn-out or other similar form of
contingent purchase price.

                  "Revolving Credit Availability" means, at any particular time,
the amount by which the Adjusted Aggregate Commitment at such time exceeds the
Revolving Credit Obligations outstanding at such time.

                  "Revolving Credit Obligations" means, at any particular time,
the sum of (i) the outstanding principal amount of the Revolving Loans at such
time, plus (ii) the outstanding principal amount of the Swing Line Loans at such
time, plus (iii) the outstanding L/C Obligations at such time.

                  "Revolving Loan" is defined in Section 2.1.

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

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

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

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

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

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

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

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

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

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

                                       24

<PAGE>

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

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

                  "Subsidiary Borrower" means any Subsidiaries of the Company
duly designated by the Company pursuant to Section 2.20 to request Advances
hereunder, which Subsidiary shall have delivered to the Administrative Agent an
Assumption Letter in accordance with Section 2.20 and such other documents as
may be required pursuant to this Agreement, in each case together with its
respective successors and assigns, including a debtor-in-possession on behalf of
such Subsidiary Borrower.

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

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

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

                                       25

<PAGE>

                  "Swing Line Bank" means Bank One or any other Lender as a
successor Swing Line Bank pursuant to the terms hereof.

                  "Swing Line Commitment" means the commitment of the Swing Line
Bank to make Swing Line Loans up to a maximum principal amount of Twenty-Five
Million and 00/100 Dollars ($25,000,000) at any one time outstanding.

                  "Swing Line Loan" means a Loan made available to the
applicable Borrower by the Swing Line Bank pursuant to Section 2.2 hereof.

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

                  "Termination Conditions" is defined in Section 2.18.

                  "Termination Date" means the earlier of (a) August 22, 2006,
and (b) the date of termination in whole of the Aggregate Commitment pursuant to
Section 2.5 hereof or the Commitments pursuant to Section 9.1 hereof.

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

                  "Transferee" is defined in Section 14.5.

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

                  "Type" means, with respect to any Loan, its nature as a
Floating Rate Loan or a Eurodollar Rate Loan.

                  "Unfunded Liabilities" means (i) in the case of Single
Employer Plans, the amount (if any) by which the aggregate accumulated benefit
obligations exceeds the aggregate fair market value of assets of present value
of all vested nonforfeitable benefits under all Single

                                       26

<PAGE>

Employer Plans as of the most recent measurement date, all as determined under
FAS 87 using the methods and assumptions used by the Company for financial
accounting purposes, and (ii) in the case of Multiemployer Plans, the withdrawal
liability that would be incurred by the Controlled Group if all members of the
Controlled Group completely withdrew from all Multiemployer Plans.

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

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

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

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

                      ARTICLE II: REVOLVING LOAN FACILITY

                  2.1.     Revolving Loans.

                  (A)      Amount of Revolving Loans. Upon the satisfaction of
         the conditions precedent set forth in Sections 5.1, 5.2 and 5.3, as
         applicable, from and including the Closing Date and prior to the
         Termination Date, each Lender severally and not jointly agrees, on the
         terms and conditions set forth in this Agreement, to make revolving
         loans to the Borrowers from time to time, in Dollars, in an amount not
         to exceed such Lender's Pro Rata Share of Revolving Credit Availability
         at such time (each individually, a

                                       27

<PAGE>

         "Revolving Loan" and, collectively, the "Revolving Loans"); provided
         however, at no time shall the amount of the Revolving Credit
         Obligations exceed the Adjusted Aggregate Commitment. Subject to the
         terms of this Agreement, the Borrowers may borrow, repay and reborrow
         Revolving Loans at any time prior to the Termination Date. The
         Revolving Loans made on the Closing Date or on or before the third
         (3rd) Business Day thereafter shall initially be Floating Rate Loans
         and thereafter may be continued as Floating Rate Loans or converted
         into Eurodollar Rate Loans in the manner provided in Section 2.9 and
         subject to the other conditions and limitations therein set forth and
         set forth in this Article II and set forth in the definition of
         Interest Period. Revolving Loans made after the third (3rd) Business
         Day after the Closing Date shall be, at the option of the applicable
         Borrower, either Floating Rate Loans or Eurodollar Rate Loans selected
         in accordance with Section 2.9. On the Termination Date, each of the
         Borrowers shall repay in full the outstanding principal balance of the
         Revolving Loans made to it. Each Advance under this Section 2.1 shall
         consist of Revolving Loans made by each Lender ratably in proportion to
         such Lender's respective Pro Rata Share.

                  (B)      Borrowing/Election Notice. The applicable Borrower
         shall deliver to the Administrative Agent a Borrowing/Election Notice,
         signed by it, in accordance with the terms of Section 2.7.

                  (C)      Making of Revolving Loans. Promptly after receipt of
         the Borrowing/Election Notice under Section 2.7 in respect of Revolving
         Loans, the Administrative Agent shall notify each Lender by telecopy,
         or other similar form of transmission, of the requested Revolving Loan.
         Each Lender shall make available its Revolving Loan in accordance with
         the terms of Section 2.6. The Administrative Agent will promptly make
         the funds so received from the Lenders available to the applicable
         Borrower at the Administrative Agent's office in Chicago, Illinois on
         the applicable Borrowing Date and shall disburse such proceeds in
         accordance with the applicable Borrower's disbursement instructions set
         forth in such Borrowing/Election Notice. The failure of any Lender to
         deposit the amount described above with the Administrative Agent on the
         applicable Borrowing Date shall not relieve any other Lender of its
         obligations hereunder to make its Revolving Loan on such Borrowing
         Date.

                  2.2.     Swing Line Loans.

                  (A)      Amount of Swing Line Loans. On the terms and
         conditions set forth in this Agreement and upon the satisfaction of the
         conditions precedent set forth in Section 5.1, 5.2 and 5.3, as
         applicable, from and including the Closing Date and prior to the
         Termination Date, the Swing Line Bank agrees to make swing line loans
         to the Borrowers from time to time, in Dollars, in an amount not to
         exceed the Swing Line Commitment (each, individually, a "Swing Line
         Loan" and collectively, the "Swing Line Loans"); provided, however, at
         no time shall the amount of the Revolving Credit Obligations exceed the
         Adjusted Aggregate Commitment; and provided, further, that at no time
         shall the sum of (a) the Swing Line Bank's Pro Rata Share of the Swing
         Line Loans, plus (b) the outstanding amount of Revolving Loans made by
         the Swing Line Bank pursuant to Section 2.1, plus (c) the Swing Line
         Bank's share of the obligations to purchase participations in Letters
         of Credit, exceed the Swing Line Bank's Commitment

                                       28

<PAGE>

         at such time. Subject to the terms of this Agreement, the Borrowers may
         borrow, repay and reborrow Swing Line Loans at any time prior to the
         Termination Date.

                  (B)      Borrowing/Election Notice. The applicable Borrower
         shall deliver to the Administrative Agent and the Swing Line Bank a
         Borrowing/Election Notice, signed by it, not later than 12:00 p.m.
         (Chicago time) on the Borrowing Date of each Swing Line Loan,
         specifying (i) the applicable Borrowing Date (which date shall be a
         Business Day and which may be the same date as the date the
         Borrowing/Election Notice is given), and (ii) the aggregate amount of
         the requested Swing Line Loan which shall be an amount not less than
         $100,000 (and increments of $100,000 if in excess thereof).

                  (C)      Making of Swing Line Loans. Promptly after receipt of
         the Borrowing/Election Notice under Section 2.2(B) in respect of Swing
         Line Loans the Administrative Agent shall notify each Lender by telex
         or telecopy, or other similar form of transmission, of the requested
         Swing Line Loan. Not later than 4:00 p.m. (Chicago time) on the
         applicable Borrowing Date, the Swing Line Bank shall make available its
         Swing Line Loan, in funds immediately available in Chicago to the
         Administrative Agent at its address specified pursuant to Article XV.
         The Administrative Agent will promptly make the funds so received from
         the Swing Line Bank available to the applicable Borrower on the
         Borrowing Date at the Administrative Agent's aforesaid address. The
         Swing Line Loans shall be Floating Rate Loans unless the applicable
         Borrower and the Swing Line Bank agree otherwise.

                  (D)      Repayment of Swing Line Loans. Each Swing Line Loan
         shall be paid in full by the applicable Borrower on or before the fifth
         (5th) Business Day after the Borrowing Date for such Swing Line Loan.
         The applicable Borrower may at any time pay, without penalty or
         premium, all outstanding Swing Line Loans or, in a minimum amount of
         $100,000 and increments of $100,000 in excess thereof, any portion of
         the outstanding Swing Line Loans, upon notice to the Administrative
         Agent and the Swing Line Bank. In addition, the Administrative Agent
         (i) may at any time in the sole discretion of the Swing Line Bank with
         respect to any outstanding Swing Line Loan, or (ii) shall on the fifth
         (5th) Business Day after the Borrowing Date of any Swing Line Loan,
         require each Lender (including the Swing Line Bank) to make a Revolving
         Loan in the amount of such Lender's Pro Rata Share of such Swing Line
         Loan, for the purpose of repaying such Swing Line Loan. Not later than
         2:00 p.m. (Chicago time) on the date of any notice received pursuant to
         this Section 2.2(D), each Lender shall make available its required
         Revolving Loan or Revolving Loans, in funds immediately available in
         Chicago to the Administrative Agent at its address specified pursuant
         to Article XV. Revolving Loans made pursuant to this Section 2.2(D)
         shall initially be Floating Rate Loans and thereafter may be continued
         as Floating Rate Loans or converted into Eurodollar Rate Loans in the
         manner provided in Section 2.9 and subject to the other conditions and
         limitations therein set forth and set forth in this Article II. Unless
         a Lender shall have notified the Swing Line Bank, prior to its making
         any Swing Line Loan, that any applicable condition precedent set forth
         in Sections 5.1, 5.2 and 5.3, as applicable, had not then been
         satisfied, such Lender's obligation to make Revolving Loans pursuant to
         this Section 2.2(D) to repay Swing Line Loans shall be unconditional,
         continuing, irrevocable and absolute and shall not be affected by any
         circumstances, including,

                                       29

<PAGE>

         without limitation, (a) any set-off, counterclaim, recoupment, defense
         or other right which such Lender may have against the Administrative
         Agent, the Swing Line Bank or any other Person, (b) the occurrence or
         continuance of a Default or Unmatured Default, (c) any adverse change
         in the condition (financial or otherwise) of the Company, or (d) any
         other circumstances, happening or event whatsoever. In the event that
         any Lender fails to make payment to the Administrative Agent of any
         amount due under this Section 2.2(D), the Administrative Agent shall be
         entitled to receive, retain and apply against such obligation the
         principal and interest otherwise payable to such Lender hereunder until
         the Administrative Agent receives such payment from such Lender or such
         obligation is otherwise fully satisfied. In addition to the foregoing,
         if for any reason any Lender fails to make payment to the
         Administrative Agent of any amount due under this Section 2.2(D), such
         Lender shall be deemed, at the option of the Administrative Agent, to
         have unconditionally and irrevocably purchased from the Swing Line
         Bank, without recourse or warranty, an undivided interest and
         participation in the applicable Swing Line Loan in the amount of such
         Revolving Loan, and such interest and participation may be recovered
         from such Lender together with interest thereon at the Federal Funds
         Effective Rate for each day during the period commencing on the date of
         demand and ending on the date such amount is received. On the
         Termination Date, each of the Borrowers shall repay in full the
         outstanding principal balance of all Swing Line Loans made to it.

                  2.3.     Rate Options for all Advances; Maximum Interest
Periods. The Swing Line Loans shall be Floating Rate Loans unless the applicable
Borrower and the Swing Line Bank agree otherwise. The Revolving Loans may be
Floating Rate Advances or Eurodollar Rate Advances, or a combination thereof,
selected by the applicable Borrowers in accordance with Section 2.9. The
Borrowers may select, in accordance with Section 2.9, Rate Options and Interest
Periods applicable to portions of the Revolving Loans; provided that there shall
be no more than seven (7) Interest Periods in effect with respect to all of the
Loans at any time.

                  2.4.     Optional Payments; Mandatory Prepayments.

                  (A)      Optional Payments. The Borrowers may from time to
         time and at any time upon at least one (1) Business Day's prior written
         notice repay or prepay, without penalty or premium all or any part of
         outstanding Floating Rate Advances in an aggregate minimum amount of
         One Million Dollars ($1,000,000) and in integral multiples of One
         Million Dollars ($1,000,000) in excess thereof. Eurodollar Rate
         Advances may be voluntarily repaid or prepaid prior to the last day of
         the applicable Interest Period, subject to the indemnification
         provisions contained in Section 4.4, in an aggregate minimum amount of
         Four Million and 00/100 Dollars ($4,000,000) and in integral multiples
         of One Million and 00/100 Dollars ($1,000,000) in excess thereof;
         provided, that the applicable Borrower may not so prepay Eurodollar
         Rate Advances unless it shall have provided at least three (3) Business
         Days' prior written notice to the Administrative Agent of such
         prepayment and provided, further, all Eurodollar Loans constituting
         part of the same Eurodollar Rate Advance shall be repaid or prepaid at
         the same time.

                  (B)      Determination of Dollar Amounts of Letters of Credit;
         Mandatory Prepayments of Revolving Loans and Cash Collateralization of
         Letters of Credit.

                                       30

<PAGE>

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

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

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

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

                  (ii)     If at any time and for any reason (other than as the
         result of fluctuations in currency exchange rates) the Dollar Amount of
         the Revolving Credit Obligations (calculated, with respect to all L/C
         Obligations denominated in Agreed Currencies other than Dollars, as of
         the most recent Computation Date with respect to each such L/C
         Obligation) is greater than the Adjusted Aggregate Commitment, the
         Borrowers shall immediately make a mandatory prepayment of the
         Obligations in an amount equal to such excess.

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

                  (iv)     All of the mandatory prepayments made under this
         Section 2.4(B) shall be applied first to Floating Rate Loans and to any
         Eurodollar Rate Loans maturing on such date and then to subsequently
         maturing Eurodollar Rate Loans.

                  2.5.     Changes in Commitments.

                                       31

<PAGE>

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

                  (B)      Increase in Commitments.

                  (i)      At any time, the Company (on behalf of itself and the
               other Borrowers) may request that the Aggregate Commitment be
               increased by an aggregate principal amount not in excess of
               $50,000,000; provided that, without the prior written consent of
               all of the Lenders, (a) the sum of (1) the Aggregate Commitment
               and (2) the Five-Year Aggregate Commitment shall at no time
               exceed $400,000,000 minus the aggregate amount of all reductions
               in (x) the Aggregate Commitment previously made pursuant to
               Section 2.5(A) and (y) in the Five-Year Aggregate Commitment
               previously made in accordance with and pursuant to the relevant
               provisions of the Five-Year Credit Agreement; (b) the Company
               shall not make any such request during the six month period
               following any reduction in the Aggregate Commitment previously
               made pursuant to Section 2.5(A); (c) the Company shall not be
               entitled to make more than one such request during any calendar
               year; and (d) each such request shall be in a minimum amount of
               at least $25,000,000 and increments of $1,000,000 in excess
               thereof. Such request shall be made in a written notice given to
               the Administrative Agent and the Lenders by the Company not less
               than twenty (20) Business Days prior to the proposed effective
               date of such increase, which notice (a "Commitment Increase
               Notice") shall specify the amount of the proposed increase in the
               Aggregate Commitment and the proposed effective date of such
               increase. In the event of such a Commitment Increase Notice, each
               of the Lenders shall be given the opportunity to participate in
               the requested increase ratably in proportions that their
               respective Commitments bear to the Aggregate Commitment. No
               Lender shall have any obligation to increase its Commitment
               pursuant to a Commitment Increase Notice. On or prior to the date
               that is fifteen (15) Business Days after receipt of the
               Commitment Increase Notice, each Lender shall submit to the
               Administrative Agent a notice indicating the maximum amount by
               which it is willing to increase its Commitment in connection with
               such Commitment Increase Notice (any such notice to the
               Administrative Agent being herein a "Lender Increase Notice").
               Any Lender which does not submit a Lender Increase Notice to the
               Administrative Agent prior to the expiration of such fifteen (15)
               Business Day period shall be deemed to have denied any increase
               in its Commitment. In the event that the increases of Commitments
               set forth in the Lender Increase Notices exceed the amount
               requested by the Company in the Commitment Increase Notice, the
               Administrative Agent and each Arranger shall have the right, in
               consultation with the Company, to allocate the

                                       32

<PAGE>

               amount of increases necessary to meet the Company's Commitment
               Increase Notice. In the event that the Lender Increase Notices
               are less than the amount requested by the Company, not later than
               three (3) Business Days prior to the proposed effective date the
               Company may notify the Administrative Agent of any financial
               institution that shall have agreed to become a "Lender" party
               hereto (a "Proposed New Lender") in connection with the
               Commitment Increase Notice. Any Proposed New Lender shall be
               consented to by the Administrative Agent (which consent shall not
               be unreasonably withheld) and shall be a commercial bank having
               capital and retained earnings of at least $500,000,000. If the
               Company shall not have arranged any Proposed New Lender(s) to
               commit to the shortfall from the Lender Increase Notices, then
               the Company shall be deemed to have reduced the amount of its
               Commitment Increase Notice to the aggregate amount set forth in
               the Lender Increase Notices. Based upon the Lender Increase
               Notices, any allocations made in connection therewith and any
               notice regarding any Proposed New Lender, if applicable, the
               Administrative Agent shall notify the Company and the Lenders on
               or before the Business Day immediately prior to the proposed
               effective date of the amount of each Lender's and Proposed New
               Lenders' Commitment (the "Effective Commitment Amount") and the
               amount of the Aggregate Commitment, which amounts shall be
               effective on the following Business Day. Any increase in the
               Aggregate Commitment shall be subject to the following conditions
               precedent: (A) the Company shall have obtained the consent
               thereto of each Guarantor and its reaffirmation of the Loan
               Document(s) executed by it, which consent and reaffirmation shall
               be in writing and in form and substance reasonably satisfactory
               to the Administrative Agent, (B) as of the date of the Commitment
               Increase Notice and as of the proposed effective date of the
               increase in the Aggregate Commitment all representations and
               warranties shall be true and correct in all material respects as
               though made on such date and no event shall have occurred and
               then be continuing which constitutes a Default or Unmatured
               Default, (C) the Borrowers, the Administrative Agent and each
               Proposed New Lender or Lender that shall have agreed to provide a
               "Commitment" in support of such increase in the Aggregate
               Commitment shall have executed and delivered a "Commitment and
               Acceptance" substantially in the form of Exhibit L hereto, (D)
               counsel for the Company and for the Guarantors shall have
               provided to the Administrative Agent supplemental opinions in
               form and substance reasonably satisfactory to the Administrative
               Agent and (E) the Borrowers and the Proposed New Lender shall
               otherwise have executed and delivered such other instruments and
               documents as may be required under Article V or that the
               Administrative Agent shall have reasonably requested in
               connection with such increase. If any fee shall be charged by the
               Lenders in connection with any such increase, such fee shall be
               in accordance with then prevailing market conditions, which
               market conditions shall have been reasonably documented by the
               Administrative Agent to the Company. Upon satisfaction of the
               conditions precedent to any increase in the Aggregate Commitment,
               the Administrative Agent shall promptly advise the Company and
               each Lender of the effective date of such increase. Upon the
               effective date of any increase in the Aggregate Commitment that
               is supported by a Proposed New Lender, such Proposed New Lender
               shall be a party to this Agreement as a Lender and shall have the
               rights and obligations of a Lender hereunder and thereunder.
               Nothing contained

                                       33

<PAGE>

               herein shall constitute, or otherwise be deemed to be, a
               commitment on the part of any Lender to increase its Commitment
               hereunder at any time.

                  (ii)     For purposes of this clause (ii), (A) the term
               "Buying Lender(s)" shall mean (1) each Lender the Effective
               Commitment Amount of which is greater than its Commitment prior
               to the effective date of any increase in the Aggregate Commitment
               and (2) each Proposed New Lender that is allocated an Effective
               Commitment Amount in connection with any Commitment Increase
               Notice and (b) the term "Selling Lender(s)" shall mean each
               Lender whose Commitment is not being increased from that in
               effect prior to such increase in the Aggregate Commitment.
               Effective on the effective date of any increase in the Aggregate
               Commitment pursuant to clause (i) above, each Selling Lender
               hereby sells, grants, assigns and conveys to each Buying Lender,
               without recourse, warranty, or representation of any kind, except
               as specifically provided herein, an undivided percentage in such
               Selling Lender's right, title and interest in and to its
               outstanding Loans and L/C Obligations in the respective Dollar
               Amounts and percentages necessary so that, from and after such
               sale, each such Selling Lender's outstanding Loans and L/C
               Obligations shall equal such Selling Lender's Pro Rata Share
               (calculated based upon the Effective Commitment Amounts) of the
               outstanding Loans and L/C Obligations. Effective on the effective
               date of the increase in the Aggregate Commitment pursuant to
               clause (i) above, each Buying Lender hereby purchases and accepts
               such grant, assignment and conveyance from the Selling Lenders.
               Each Buying Lender hereby agrees that its respective purchase
               price for the portion of the outstanding Loans and L/C
               Obligations purchased hereby shall equal the respective Dollar
               Amount necessary so that, from and after such payments, each
               Buying Lender's outstanding Loans and L/C Obligations shall equal
               such Buying Lender's Pro Rata Share (calculated based upon the
               Effective Commitment Amounts) of the outstanding Loans and L/C
               Obligations. Such amount shall be payable on the effective date
               of the increase in the Aggregate Commitment by wire transfer of
               immediately available funds to the Administrative Agent. The
               Administrative Agent, in turn, shall wire transfer any such funds
               received to the Selling Lenders, in same day funds, for the sole
               account of the Selling Lenders. Each Selling Lender hereby
               represents and warrants to each Buying Lender that such Selling
               Lender owns the Loans and L/C Obligations being sold and assigned
               hereby for its own account and has not sold, transferred or
               encumbered any or all of its interest in such Loans and L/C
               Obligations, except for participations which will be extinguished
               upon payment to Selling Lender of an amount equal to the portion
               of the outstanding Loans and L/C Obligations being sold by such
               Selling Lender. Each Buying Lender hereby acknowledges and agrees
               that, except for each Selling Lender's representations and
               warranties contained in the foregoing sentence, each such Buying
               Lender has entered into its Commitment and Acceptance with
               respect to such increase on the basis of its own independent
               investigation and has not relied upon, and will not rely upon,
               any explicit or implicit written or oral representation, warranty
               or other statement of the Lenders or the Administrative Agent
               concerning the authorization, execution, legality, validity,
               effectiveness, genuineness, enforceability or sufficiency of this
               Agreement or the other Loan Documents. The Company hereby agrees
               to compensate each Selling Lender for all losses, expenses and
               liabilities incurred by each Lender in connection with the sale
               and assignment of

                                       34

<PAGE>

               any Eurodollar Loan hereunder on the terms and in the manner as
               set forth in Section 4.4.

                  2.6.     Method of Borrowing. On each Borrowing Date, each
Lender shall make available its Revolving Loan or Revolving Loans, if any, not
later than noon, Chicago time, in Federal or other funds immediately available
to the Administrative Agent, in Chicago, Illinois at its address specified in or
pursuant to Article XV. Unless the Administrative Agent determines that any
applicable condition specified in Article V has not been satisfied, the
Administrative Agent will make the funds so received from the Lenders available
to the applicable Borrower at the Administrative Agent's aforesaid address.

                  2.7.     Method of Selecting Types and Interest Periods for
Advances. The applicable Borrower shall select the Type of Advance and, in the
case of each Eurodollar Rate Advance, the Interest Period applicable to each
Advance from time to time. The applicable Borrower shall give the Administrative
Agent irrevocable notice in substantially the form of Exhibit B hereto (a
"Borrowing/Election Notice") not later than 10:00 a.m. (Chicago time) (a) on or
before the Borrowing Date of each Floating Rate Advance, (b) three (3) Business
Days before the Borrowing Date for each Eurodollar Rate Advance. The Borrowers
shall select Interest Periods so that, to the best of their knowledge, it will
not be necessary to prepay all or any portion of any Eurodollar Rate Loan prior
to the last day of the applicable Interest Period in order to make mandatory
prepayments as required pursuant to the terms hereof. Each Floating Rate Advance
and all Obligations other than Loans shall bear interest from and including the
date of the making of such Advance, in the case of Loans, and the date such
Obligation is due and owing in the case of such other Obligations, to (but not
including) the date of repayment thereof at the Floating Rate changing when and
as such Floating Rate changes. Changes in the rate of interest on that portion
of any Advance maintained as a Floating Rate Loan will take effect
simultaneously with each change in the Alternate Base Rate. Each Eurodollar Rate
Advance shall bear interest from and including the first day of the Interest
Period applicable thereto to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such Eurodollar Rate
Advance and shall change as and when the Applicable Eurodollar Margin changes.

                  2.8.     Minimum Amount of Each Advance. Each Advance (other
than an Advance to repay Swing Line Loans or a Reimbursement Obligation) shall
be in the minimum amount of Four Million Dollars ($4,000,000) and in multiples
of One Million Dollars ($1,000,000) if in excess thereof, provided, however,
that any Floating Rate Advance may be in the amount of the unused Adjusted
Aggregate Commitment.

                  2.9.     Method of Selecting Types and Interest Periods for
Conversion and Continuation of Advances.

                  (A)      Right to Convert. The applicable Borrower may elect
         from time to time, subject to the provisions of Section 2.3 and this
         Section 2.9, to convert all or any part of a Loan of any Type into any
         other Type or Types of Loans; provided that any conversion of any
         Eurodollar Rate Advance shall be made on, and only on, the last day of
         the Interest Period applicable thereto.

                                       35

<PAGE>

                  (B)      Automatic Conversion and Continuation. Floating Rate
         Loans shall continue as Floating Rate Loans unless and until such
         Floating Rate Loans are converted into Eurodollar Rate Loans.
         Eurodollar Rate Loans shall continue as Eurodollar Rate Loans until the
         end of the then applicable Interest Period therefor, at which time such
         Eurodollar Rate Loans shall be automatically converted into Floating
         Rate Loans unless such Eurodollar Rate Loans shall have been repaid or
         the Company shall have given the Administrative Agent notice in
         accordance with Section 2.9 (D) requesting that, at the end of such
         Interest Period, such Eurodollar Rate Loans continue as a Eurodollar
         Rate Loan.

                  (C)      No Conversion Post-Default or Post-Unmatured Default.
         Notwithstanding anything to the contrary contained in Section 2.9(A) or
         Section 2.9(B), no Loan may be converted into or continued as a
         Eurodollar Rate Loan (except with the consent of the Required Lenders)
         when any Default or Unmatured Default has occurred and is continuing.

                  (D)      Borrowing/Election Notice. The Company shall give the
         Administrative Agent an irrevocable Borrowing/Election Notice of each
         conversion of a Floating Rate Loan into a Eurodollar Rate Loan or
         continuation of a Eurodollar Rate Loan not later than 10:00 a.m.
         (Chicago time) (x) one (1) Business Day prior to the date of the
         requested conversion or continuation, with respect to any Loan to be
         converted to or continued as a Floating Rate Advance, and (y) three (3)
         Business Days prior to the date of the requested conversion or
         continuation, with respect to any Loan to be converted or continued as
         a Eurodollar Rate Loan, specifying: (1) the requested date (which shall
         be a Business Day) of such conversion or continuation; (2) the amount
         and Type of the Loan to be converted or continued; and (3) if
         applicable, the amount of Eurodollar Rate Loan(s) into which such Loan
         is to be converted or continued and the duration of the Interest Period
         applicable thereto.

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

                  2.11.    Method of Payment.

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

                                       36

<PAGE>

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

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

                  2.12.    Evidence of Debt.

                                       37

<PAGE>

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

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

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

                  (D)      Noteless Transaction; Notes Issued Upon Request. Any
         Lender may request that the Revolving Loans made or to be made by it
         each be evidenced by a promissory note in substantially the form of
         Exhibit I to evidence such Lender's Revolving Loans. In such event, the
         Borrowers shall prepare, execute and deliver to such Lender a
         promissory note for such Loans payable to the order of such Lender.
         Thereafter, the Loans evidenced by such promissory note and interest
         thereon shall at all times (including after assignment pursuant to
         Section 14.3) be represented by one or more promissory notes in such
         form payable to the order of the payee named therein.

                  2.13.    Telephonic Notices. The Borrowers authorize the
Lenders and the Administrative Agent to extend, convert or continue Advances,
effect selections of Types of Advances and to transfer funds based on telephonic
notices made by any person or persons the Administrative Agent or any Lender in
good faith believes to be acting on behalf of the applicable Borrower. Each of
the Subsidiary Borrowers authorizes the Company to make requests and give
notices hereunder on behalf of such Subsidiary Borrowers. The Borrowers agree to
deliver promptly to the Administrative Agent a written confirmation, signed by
an Authorized Officer, if such confirmation is requested by the Administrative
Agent or any Lender, of each telephonic notice. If the written confirmation
differs in any material respect from the action taken by the Administrative
Agent and the Lenders, the records of the

                                       38

<PAGE>

Administrative Agent and the Lenders shall govern absent manifest error. In case
of disagreement concerning such notices, if the Administrative Agent has
recorded telephonic borrowing notices, such recordings will be made available to
the applicable Borrower upon its request therefor.

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

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

                  (B)      Interest Payment Dates. Interest accrued on each
         Floating Rate Loan shall be payable on each Payment Date, commencing
         with the first such date to occur after the Closing Date, upon any
         prepayment whether by acceleration or otherwise, and at maturity
         (whether by acceleration or otherwise). Interest accrued on each
         Eurodollar Rate Loan shall be payable on the last day of its applicable
         Interest Period, on any date on which the Eurodollar Rate Loan is
         prepaid, whether by acceleration or otherwise, and at maturity;
         provided, interest accrued on each Eurodollar Rate Loan having an
         Interest Period longer than three months shall also be payable on the
         last day of each three-month interval during such Interest Period.
         Interest accrued on the principal balance of all other Obligations
         shall be payable in arrears (i) on the last day of each calendar
         quarter, commencing on the first such day following the incurrence of
         such Obligation, (ii) upon repayment thereof in full or in part, and
         (iii) if not theretofore paid in full, at the time such other
         Obligation becomes due and payable (whether by acceleration or
         otherwise).

                  (C)      Commitment Fees; Additional Fees.

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

                                       39

<PAGE>

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

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

                  (i)      Interest on all fees, Eurodollar Rate Loans and
               Floating Rate Loans calculated by reference to the Federal Fund
               Effective Rate shall be calculated for actual days elapsed on the
               basis of a 360-day year; provided, that the Applicable L/C Fee
               Percentage applicable to Letters of Credit issued in British
               Pounds Sterling, if any, shall be calculated for actual days
               elapsed on the basis of a 365-day year. Interest on all Alternate
               Base Rate Loans calculated by reference to the Prime Rate shall
               be calculated for actual days elapsed on the basis of a
               365/366-day year. Interest shall be payable for the day an
               Obligation is incurred but not for the day of any payment on the
               amount paid if payment is received prior to 2:00 p.m. (Chicago
               time or local time, as applicable) at the place of payment. If
               any payment of principal of or interest on a Loan or any payment
               of any other Obligations shall become due on a day which is not a
               Business Day, such payment shall be made on the next succeeding
               Business Day and, in the case of a principal payment, such
               extension of time shall be included in computing interest, fees
               and commissions in connection with such payment.

                  (ii)     (a) The Applicable Floating Rate Margins, Applicable
               Eurodollar Margin, Applicable L/C Fee Percentage and Applicable
               Commitment Fee Percentage shall, subject to the provisions of
               Section 2.14(D)(ii)(b) below, be determined from time to time by
               reference to the table set forth below, on the basis of the then
               applicable Leverage Ratio as described in this Section
               2.14(D)(ii):

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                 GREATER THAN OR       GREATER THAN OR
                                                 EQUAL TO 1.00 TO      EQUAL TO 1.50 TO         GREATER THAN OR
                             LESS THAN 1.00       1.00 AND LESS         1.00 BUT LESS          EQUAL TO 2.00 TO
    LEVERAGE RATIO               TO 1.00         THAN 1.50 TO 1.00     THAN 2.00 TO 1.00             1.00
---------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                   <C>                     <C>
APPLICABLE COMMITMENT
FEE                              0.375%                0.375%                0.50%                   0.50%
---------------------------------------------------------------------------------------------------------------
APPLICABLE L/C FEE FOR
PERFORMANCE LETTERS OF
CREDIT                            1.00%                1.167%               1.333%                   1.50%
---------------------------------------------------------------------------------------------------------------
</TABLE>

                                       40

<PAGE>

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

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

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

                                       41

<PAGE>

                  (E)      Taxes.

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

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

                                       42

<PAGE>

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

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

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

                  (vi)     Each Lender (including any Replacement Lender or
               Purchaser) that is not created or organized under the laws of the
               United States of America or a political subdivision thereof (each
               a "Non-U.S. Lender") shall deliver to the Company and the
               Administrative Agent on or before the Closing Date, or, if later,
               the date on which such Lender becomes a Lender pursuant to
               Section 14.3 hereof (and from time to time thereafter upon the
               request of the Company or the Administrative Agent, but only for
               so long as such Non-U.S. Lender is legally entitled to do so),
               either (1) two (2) duly completed copies of either (A) IRS Form
               W-8BEN, or (B) IRS Form W-8ECI,

                                       43

<PAGE>

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

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

                                       44

<PAGE>

               Lender no longer legally entitled to deliver such form or forms
               or Exemption Certificate or otherwise ineligible for a complete
               exemption from U.S. federal withholding tax, or rendered the
               information or the certifications made in such form or forms or
               Exemption Certificate untrue or inaccurate in any material
               respect, (ii) the redesignation of the Lender's Lending
               Installation was made at the request of the Company or (iii) the
               obligation to gross up payments to any such Lender pursuant to
               Section 2.14(E)(i), or to indemnify any such Lender pursuant to
               Section 2.14(E)(iii), is with respect to a Purchaser that becomes
               a Purchaser as a result of an assignment made at the request of
               the Company.

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

                  2.15.    Notification of Advances, Interest Rates, Prepayments
and Aggregate Commitment Reductions. Promptly after receipt thereof, the
Administrative Agent will notify each Lender of the contents of each Aggregate
Commitment reduction notice, Borrowing/Election Notice, and repayment notice
received by it hereunder. The Administrative Agent will notify the applicable
Borrower and each Lender of the interest rate applicable to each Eurodollar Rate
Loan promptly upon determination of such interest rate and will give each Lender
prompt notice of each change in the Alternate Base Rate.

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

                  2.17.    Non-Receipt of Funds by the Administrative Agent.
Unless a Borrower or a Lender, as the case may be, notifies the Administrative
Agent prior to the date on which it is scheduled to make payment to the
Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan or
(ii) in the case of any Borrower, a payment of principal, interest or fees to
the Administrative Agent for the account of the Lenders, that it does not intend
to make such payment, the Administrative Agent may assume that such payment has
been made. The Administrative Agent may, but shall not be obligated to, make the
amount of such payment available to the intended recipient in reliance upon such
assumption. If such Lender or the

                                       45

<PAGE>

applicable Borrower, as the case may be, has not in fact made such payment to
the Administrative Agent, the recipient of such payment shall, on demand by the
Administrative Agent, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day or (ii) in the case of payment by a
Borrower, the interest rate applicable to the relevant Loan.

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

                  2.19.    Replacement of Certain Lenders. In the event a Lender
("Affected Lender") shall have: (i) failed to fund its Pro Rata Share of any
Advance requested by the applicable Borrower, or to fund a Revolving Loan in
order to repay Swing Line Loans pursuant to Section 2.2(D), which such Lender is
obligated to fund under the terms of this Agreement and which failure has not
been cured, (ii) requested compensation from any Borrower under Sections
2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other additional costs
incurred by such Lender which are not being incurred generally by the other
Lenders, (iii) delivered a notice pursuant to Section 4.3 claiming that such
Lender is unable to extend Eurodollar Rate Loans to any Borrower for reasons not
generally applicable to the other Lenders or (iv) has invoked Section 11.2;
then, in any such case, after engagement of one or more "Replacement Lenders"
(as defined below) by the Company and/or the Administrative Agent, the Company
or the Administrative Agent may make written demand on such Affected Lender
(with a copy to the Administrative Agent in the case of a demand by the Company
and a copy to the Company in the case of a demand by the Administrative Agent)
for the Affected Lender to assign, and such Affected Lender shall use
commercially reasonable efforts to assign pursuant to one or more duly executed
Assignment Agreements five (5) Business Days after the date of such demand, to
one or more financial institutions that comply with the provisions of Section
14.3(A) which the Company or the Administrative Agent, as the case may be, shall
have engaged for such purpose ("Replacement Lender"), all of such Affected
Lender's rights and obligations under this Agreement and the other Loan
Documents (including, without limitation, its Commitment, all Loans owing to it,
all of its participation interests in existing Letters of Credit, L/C Drafts and
unreimbursed drawings under Letters of Credit, and its obligation to participate
in additional Letters of Credit and Swing Line Loans hereunder) in accordance
with Section 14.3. The Administrative Agent agrees, upon the occurrence of such
events with respect to an Affected Lender and upon the written request of the
Company, to use its reasonable efforts to obtain the commitments from one or
more financial institutions to act as a Replacement Lender. The Administrative
Agent is authorized to execute one or more of such assignment agreements as
attorney-in-fact for any Affected Lender failing to execute and deliver the same
within five (5) Business Days after the date of such demand. Further, with
respect to such assignment the Affected Lender shall have concurrently received,
in cash, all amounts due and owing to the

                                       46

<PAGE>

Affected Lender hereunder or under any other Loan Document, including, without
limitation, the aggregate outstanding principal amount of the Loans owed to such
Lender, together with accrued interest thereon through the date of such
assignment, amounts payable under Sections 2.14(E), 4.1, and 4.2 with respect to
such Affected Lender and compensation payable under Section 2.14(C) in the event
of any replacement of any Affected Lender under clause (ii) or clause (iii) of
this Section 2.19; provided that upon such Affected Lender's replacement, such
Affected Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.14(E), 4.1, 4.2, 4.4, and 11.7, as well
as to any fees accrued for its account hereunder and not yet paid, and shall
continue to be obligated under Section 12.8.

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

                  2.21.    Judgment Currency. If, for the purposes of obtaining
judgment in any court, it is necessary to convert a sum due from any Borrower
hereunder in the currency expressed to be payable herein (the "specified
currency") into another currency, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used shall be
that at which in accordance with normal banking procedures the Administrative
Agent could purchase the specified currency with such other currency at the
Administrative Agent's main office in Chicago, Illinois on the Business Day
preceding that on which the final, non-appealable judgment is given. The
obligations of each Borrower in respect of any sum due to any Lender, any
Issuing Bank or the Administrative Agent hereunder shall, notwithstanding any
judgment in a currency other than the specified currency, be discharged only to
the extent that on the Business Day following receipt by such Lender, such
Issuing Bank or the Administrative Agent (as the case may be) of any sum
adjudged to be so due in such other currency such Lender, such Issuing Bank or
the Administrative Agent (as the case may be) may in accordance with normal,
reasonable banking procedures purchase the specified currency with such other
currency. If the amount of the specified currency so purchased is less than the
sum originally due to such Lender, such Issuing Bank or the Administrative
Agent, as the case may be, in the

                                       47

<PAGE>

specified currency, each Borrower agrees, to the fullest extent that it may
effectively do so, as a separate obligation and notwithstanding any such
judgment, to reimburse such Lender, such Issuing Bank or the Administrative
Agent, as the case may be, for any such loss; and if no Default or Unmatured
Default shall have occurred and is continuing and the amount of the specified
currency so purchased exceeds (a) the sum originally due to any Lender, any
Issuing Bank or the Administrative Agent, as the case may be, in the specified
currency and (b) any amounts shared with other Lenders as a result of
allocations of such excess as a disproportionate payment to such Lender or
Issuing Bank under Section 14.2, such Lender, such Issuing Bank or the
Administrative Agent, as the case may be, agrees to remit such excess to such
Borrower.

                   ARTICLE III: THE LETTER OF CREDIT FACILITY

                  3.1.     Obligation to Issue Letters of Credit. Subject to the
terms and conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the Borrowers herein set forth, each Issuing Bank
hereby agrees to issue for the account of the Company or any Subsidiary Borrower
through such Issuing Bank's branches as it and the Company may jointly agree,
one or more Letters of Credit denominated in an Agreed Currency in accordance
with this Article III, from time to time during the period, commencing on the
Closing Date and ending on the fifth (5th) Business Day prior to the Termination
Date; provided, however, if an Issuing Bank is requested to issue Letters of
Credit with respect to a jurisdiction such Issuing Bank deems, in its sole
discretion, may at any time subject it to a New Money Credit Event, the Company
shall, at the request of such Issuing Bank, guaranty and indemnify such Issuing
Bank against any and all costs, liabilities and losses resulting from any New
Money Credit Event in a form and substance satisfactory to such Issuing Bank.

                  3.2.     Transitional Provision. Subject to the satisfaction
of the conditions contained in Sections 5.1, 5.2 and 5.3, from and after the
Closing Date each of the letters of credit identified on Schedule 3.2 hereto and
issued for the account of the Company and its Subsidiaries pursuant to one of
the Existing Credit Agreements (or deemed to be issued under one of the Existing
Credit Agreements) shall be deemed to be Letters of Credit issued pursuant to
this Article III.

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

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

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

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<PAGE>

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

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

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

                  3.5.     Procedure for Issuance of Letters of Credit.

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

                  (B)      Notice. The applicable Issuing Bank shall give the
         Administrative Agent written or telex notice, or telephonic notice
         confirmed promptly thereafter in writing, of (i) the issuance of a
         Letter of Credit and (ii) its reasonable determination as to whether
         such Letter of Credit is a Financial Letter of Credit or a Performance
         Letter of Credit; provided, however, that the failure to provide such
         notice shall not result in any liability on the part of such Issuing
         Bank.

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

                                       49

<PAGE>

                  3.6.     Letter of Credit Participation. On the date of this
Agreement, with respect to the Letters of Credit identified in Section 3.2, and
immediately upon the issuance of each Letter of Credit hereunder, each Lender
shall be deemed to have automatically, irrevocably and unconditionally purchased
and received from the applicable Issuing Bank an undivided interest and
participation in and to such Letter of Credit, the obligations of the applicable
Borrower in respect thereof, and the liability of such Issuing Bank thereunder
(collectively, an "L/C Interest") in an amount equal to the Dollar Amount
available for drawing under such Letter of Credit multiplied by such Lender's
Pro Rata Share. Each Issuing Bank will notify the Administrative Agent and each
Lender promptly upon presentation to it of an L/C Draft or upon any other draw
under a Letter of Credit, which notice shall also state the Agreed Currency and
face amount of such L/C Draft or other draw. On the Business Day on which an
Issuing Bank makes payment of each such L/C Draft or, in the case of any other
draw on a Letter of Credit, on demand by the Administrative Agent or the
applicable Issuing Bank, each Lender shall make payment to the Administrative
Agent, for the account of the applicable Issuing Bank, in immediately available
funds in Dollars in an amount (to the extent such amount has not been timely
reimbursed by the Borrowers pursuant to Section 3.7) equal to such Lender's Pro
Rata Share of the Dollar Amount of such payment or draw. The obligation of each
Lender to reimburse the Issuing Banks under this Section 3.6 shall be
unconditional, continuing, irrevocable and absolute. In the event that any
Lender fails to make payment to the Administrative Agent of any amount due under
this Section 3.6, the Administrative Agent shall be entitled to receive, retain
and apply against such obligation the principal and interest otherwise payable
to such Lender hereunder until the Administrative Agent receives such payment
from such Lender or such obligation is otherwise fully satisfied; provided,
however, that nothing contained in this sentence shall relieve such Lender of
its obligation to reimburse the applicable Issuing Bank for such amount in
accordance with this Section 3.6.

                  3.7.     Reimbursement Obligation. Each of the Borrowers agree
unconditionally, irrevocably and absolutely to pay immediately to the
Administrative Agent, for the account of the Lenders, the amount of each advance
drawn under or pursuant to a Letter of Credit issued to it or an L/C Draft
related thereto (such obligation of such Borrower to reimburse the
Administrative Agent for an advance made under a Letter of Credit or L/C Draft
being hereinafter referred to as a "Reimbursement Obligation" with respect to
such Letter of Credit or L/C Draft), each such reimbursement to be made by the
applicable Borrower no later than the Business Day on which the applicable
Issuing Bank makes payment of each such L/C Draft or, if the applicable Borrower
shall have received notice of a Reimbursement Obligation later than 12:00 p.m.
(Chicago time), on any Business Day or on a day which is not a Business Day, no
later than 12:00 p.m. (Chicago time), on the immediately following Business Day
or, in the case of any other draw on a Letter of Credit, the date specified in
the demand of such Issuing Bank. If any Borrower at any time fails to repay a
Reimbursement Obligation at the time specified in the preceding sentence, such
unpaid Reimbursement Obligation shall at that time be automatically converted
into an obligation denominated in Dollars and such Borrower shall be deemed to
have elected to borrow Revolving Loans from the Lenders, as of the date of the
advance giving rise to the Reimbursement Obligation, equal in amount to the
Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall
be made as of the date of the payment giving rise to such Reimbursement
Obligation, automatically, without notice and without any requirement to satisfy
the conditions precedent otherwise applicable to an Advance of Revolving Loans.
Such Revolving Loans shall constitute a Floating Rate Advance, the proceeds of
which

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<PAGE>

Advance shall be used to repay such Reimbursement Obligation. If, for any
reason, any Borrower fails to repay a Reimbursement Obligation on the day such
Reimbursement Obligation arises and, for any reason, the Lenders are unable to
make or have no obligation to make Revolving Loans, then such Reimbursement
Obligation shall bear interest from and after such day, until paid in full, at
the interest rate applicable to a Floating Rate Advance (or, in the case of a
Reimbursement Obligation denominated in an Agreed Currency other than Dollars,
at the rate determined by the applicable Issuing Bank in good faith to represent
such Issuing Bank's cost of overnight or short-term funds in the applicable
Agreed Currency plus the then effective Applicable Eurodollar Margin). The
Borrowers agree to indemnify each Issuing Bank against any loss or expense
determined by such Issuing Bank in good faith to have resulted from any
conversion pursuant to this Section 3.7 by reason of the inability of such
Issuing Bank to convert the Dollar Amount received from the applicable Borrower
or from the Lenders, as applicable, into an amount in the applicable Agreed
Currency of such Letter of Credit equal to the amount of such Reimbursement
Obligation.

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

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

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

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

                  3.9.     Borrower and Issuing Bank Reporting Requirements. The
Company shall, at any time as requested by the Administrative Agent or the
Required Lenders but in any event no later than the tenth Business Day following
the last day of each month, provide to the Administrative Agent schedules, in
form and substance reasonably satisfactory to the Administrative Agent, showing
(i) the date of issue, account party, Agreed Currency and amount in such Agreed
Currency, Issuing Bank, expiration date and the reference number of each Letter
of Credit issued hereunder and outstanding at any time during such month and
(ii) the comparable information and details for each other letter of credit
issued for the account of the Company or any Subsidiary and outstanding at the
end of such month. In addition to the notices required by Section 3.5(B), each
Issuing Bank shall, at any time as requested by the

                                       51

<PAGE>

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

                  3.10.    Indemnification; Exoneration.

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

                  (B)      Risk Assumption. As among the Borrowers, the Lenders,
         the Administrative Agent and the Issuing Banks, the Borrowers assume
         all risks of the acts and omissions of, or misuse of such Letter of
         Credit by, the beneficiary of any Letters of Credit. In furtherance and
         not in limitation of the foregoing, subject to the provisions of the
         Letter of Credit applications and Letter of Credit reimbursement
         agreements executed by the Borrowers at the time of request for any
         Letter of Credit, neither the Administrative Agent, any Issuing Bank
         nor any Lender shall be responsible (in the absence of Gross Negligence
         or willful misconduct in connection therewith, as determined by the
         final judgment of a court of competent jurisdiction): (i) for the form,
         validity, sufficiency, accuracy, genuineness or legal effect of any
         document submitted by any party in connection with the application for
         and issuance of the Letters of Credit, even if it should in fact prove
         to be in any or all respects invalid, insufficient, inaccurate,
         fraudulent or forged; (ii) for the validity or sufficiency of any
         instrument transferring or assigning or purporting to transfer or
         assign a Letter of Credit or the rights or benefits thereunder or
         proceeds thereof, in whole or in part, which may prove to be invalid or
         ineffective for any reason; (iii) for failure of the beneficiary of a
         Letter of Credit to comply duly with conditions required in order to
         draw upon such Letter of Credit; (iv) for errors, omissions,
         interruptions or delays in transmission or delivery of any messages, by
         mail, cable, telegraph, telex, or other similar form of
         teletransmission or otherwise; (v) for errors in interpretation of
         technical trade terms; (vi) for any loss or delay in the

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<PAGE>

         transmission or otherwise of any document required in order to make a
         drawing under any Letter of Credit or of the proceeds thereof; (vii)
         for the misapplication by the beneficiary of a Letter of Credit of the
         proceeds of any drawing under such Letter of Credit; and (viii) for any
         consequences arising from causes beyond the control of the
         Administrative Agent, the Issuing Banks and the Lenders, including,
         without limitation, any Governmental Acts. None of the above shall
         affect, impair, or prevent the vesting of any Issuing Bank's rights or
         powers under this Section 3.10.

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

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

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

                  3.12.    L/C Collateral Account. The Company agrees that it
will, as required by Sections 2.4(B)(iii) or 9.1 and until the final expiration
date of any Letter of Credit and thereafter as long as any amount is payable to
the Issuing Banks or the Lenders in respect of any Letter of Credit, maintain a
special collateral account pursuant to arrangements satisfactory to the
Administrative Agent (the "L/C Collateral Account") at the Administrative
Agent's office at the address specified pursuant to Article XV, in the name of
the Company but under the sole dominion and control of the Administrative Agent,
for the benefit of the Administrative Agent, the Issuing Banks and the Lenders
and in which the Company shall have no interest other than as set forth in
Sections 2.4(B)(iii) or 9.1. The Company hereby pledges, assigns and grants to
the

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<PAGE>

Administrative Agent, on behalf of and for the ratable benefit of the
Administrative Agent, the Issuing Banks and the Lenders, a security interest in
all of the Company's right, title and interest in and to all funds which may
from time to time be on deposit in the L/C Collateral Account to secure the
prompt and complete payment and performance of the Obligations. The
Administrative Agent will invest any funds on deposit from time to time in the
L/C Collateral Account in certificates of deposit of Bank One having a maturity
not exceeding thirty (30) days. Nothing in this Section 3.12 shall either
obligate the Administrative Agent to require the Company to deposit any funds in
the L/C Collateral Account or limit the right of the Administrative Agent to
release any funds held in the L/C Collateral Account in each case other than as
required by Sections 2.4(B)(iii) or 9.1.

                       ARTICLE IV: CHANGE IN CIRCUMSTANCES

                  4.1.     Yield Protection.

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

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

                  (ii)     imposes or increases or deems applicable any reserve,
               assessment, insurance charge, special deposit or similar
               requirement against assets of, deposits with or for the account
               of, or credit extended by, any Lender or any applicable Lending
               Installation (other than reserves and assessments taken into
               account in determining the interest rate applicable to Eurodollar
               Rate Loans) with respect to its Commitment, Loans, L/C Interests
               or the Letters of Credit, or

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

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<PAGE>

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

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

                  4.2.     Changes in Capital Adequacy Regulations. If a Lender
determines (i) the amount of capital required or expected to be maintained by
such Lender, any Lending Installation of such Lender or any corporation
controlling such Lender is increased as a result of a "Change" (as defined
below), and (ii) such increase in capital will result in an increase in the cost
to such Lender of maintaining its Commitment, Loans, L/C Interests, the Letters
of Credit or its obligation to make Loans hereunder, then, within fifteen (15)
days after receipt by the Company or any other Borrower of written demand by
such Lender pursuant to Section 4.5, the applicable Borrowers shall pay such
Lender the amount necessary to compensate for any shortfall in the rate of
return on the portion of such increased capital which such Lender determines is
attributable to this Agreement, its Commitment, its Loans, its L/C Interests,
the Letters of Credit or its obligation to make Loans hereunder (after taking
into account such Lender's policies as to capital adequacy). "Change" means (i)
any change after the date of this Agreement in the "Risk-Based Capital
Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect
of any phasing in of such Risk-Based Capital Guidelines or any other capital
requirements passed prior to the Closing Date, or (ii) any adoption of or change
in any other law, governmental or quasi-governmental rule, regulation, policy,
guideline,

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<PAGE>

interpretation, or directive (whether or not having the force of law) after the
date of this Agreement which affects the amount of capital required or expected
to be maintained by any Lender or any Lending Installation or any corporation
controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based
capital guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices Entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement.

                  4.3.     Availability of Types of Advances. If (i) any Lender
determines that maintenance of its Eurodollar Rate Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation or directive,
whether or not having the force of law, or (ii) the Required Lenders determine
that (x) deposits of a type or maturity appropriate to match fund Eurodollar
Rate Loans are not available or (y) the interest rate applicable to a Eurodollar
Rate Loan does not accurately reflect the cost of making or maintaining such an
Advance, then the Administrative Agent shall suspend the availability of the
affected Type of Advance and, in the case of any occurrence set forth in clause
(i), require any Advances of the affected Type to be repaid or converted into
another Type.

                  4.4.     Funding Indemnification. If any payment of a
Eurodollar Rate Loan occurs on a date which is not the last day of the
applicable Interest Period, whether because of acceleration, prepayment (whether
voluntary or mandatory, including, without limitation, as required pursuant to
Section 2.4(B)), or otherwise (including, without limitation, as a result of the
provisions of Section 2.5(B)), or a Eurodollar Rate Loan is not made on the date
specified by the applicable Borrower for any reason other than default by the
Lenders, or a Eurodollar Rate Loan is not prepaid on the date specified by the
applicable Borrower for any reason, the Borrowers indemnify each Lender for any
loss or cost incurred by it resulting therefrom, including, without limitation,
any loss or cost in liquidating or employing deposits acquired to fund or
maintain the Eurodollar Rate Loan.

                  4.5.     Lender Statements; Survival of Indemnity. If
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its Eurodollar Rate Loan to reduce any liability of
any Borrower to such Lender under Sections 4.1 and 4.2 or to avoid the
unavailability of a Type of Advance under Section 4.3, so long as such
designation is not, in the judgment of the Lender, disadvantageous to such
Lender. Each Lender shall deliver a written statement of such Lender to the
Company (with a copy to the Administrative Agent) as to the amount due, if any,
under Sections 2.14(E), 4.1, 4.2 or 4.4 and shall set forth in reasonable detail
the calculations upon which such Lender determined such amount and shall be
prima facie evidence thereof and binding on the Borrowers in the absence of
manifest error. Determination of amounts payable under such Sections in
connection with a Eurodollar Rate Loan shall be calculated as though each Lender
funded its Eurodollar Rate Loan through the purchase of a deposit of the type
and maturity corresponding to the deposit used as a reference in determining the
Eurodollar Rate applicable to such Loan, whether in fact that is the case or
not. Unless otherwise provided herein, the amount specified in the written
statement of any Lender shall be payable on demand after receipt by the
applicable Borrower of such statement. The obligations

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<PAGE>

of the Company and the other Borrowers under Sections 2.14(E), 4.1, 4.2 and 4.4
shall survive payment of the Obligations and termination of this Agreement.

                         ARTICLE V: CONDITIONS PRECEDENT

                  5.1.     Initial Advances and Letters of Credit. The Lenders
shall not be required to make the initial Loans or issue any Letters of Credit
unless, on or prior to the Closing Date, the Borrowers have furnished to the
Administrative Agent each of the following, with sufficient copies (if
applicable) for the Lenders, all in form and substance satisfactory to the
Administrative Agent and the Lenders:

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

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

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

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

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

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

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<PAGE>

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

                  (viii)   Evidence satisfactory to (a) the Administrative Agent
               that the Company has paid or caused to be paid to the
               Administrative Agent and BOCM the fees (including, without
               limitation, the upfront fees payable to the Lenders) agreed to in
               the fee letter dated May 29, 2003, among the Administrative
               Agent, BOCM and the Company and (b) the Syndication Agent that
               the Company has paid or caused to be paid to the Syndication
               Agent and BAS the fees agreed to in the fee letter dated May 22,
               2003 among the Syndication Agent, BAS and the Company.

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

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

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

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

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

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

                  (vi)     With respect to the initial Advance or any Swing Line
               Loan made to, or Letter of Credit issued for the account of, any
               Subsidiary Borrower organized under

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<PAGE>

               the laws of England and Wales (or any other jurisdiction where
               filings are required in order for amounts payable under this
               Agreement to be exempt from applicable withholding or other
               taxes), the Administrative Agent shall have received originals
               and/or copies, as applicable, of all filings required to be made
               and such other evidence as the Administrative Agent may require
               establishing to the Administrative Agent's satisfaction that each
               Lender, Swing Line Bank and Issuing Bank is entitled to receive
               payments under the Loan Documents without deduction or
               withholding of any English (or other applicable jurisdictions)
               taxes or with such deductions and withholding of English (or
               other applicable jurisdictions) taxes as may be acceptable to the
               Administrative Agent.

                  5.3.     Each Advance and Letter of Credit. The Lenders shall
not be required to make any Advance, or convert or continue any Advance, or
issue any Letter of Credit and no Swing Line Bank shall be required to make any
Swing Line Loans hereunder, unless on the applicable Borrowing Date, or in the
case of a Letter of Credit, the date on which the Letter of Credit is to be
issued:

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

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

                  (C)      Maximum Amounts. The Revolving Credit Obligations do
         not, and after making such proposed Advance or issuing such Letter of
         Credit would not, exceed the Adjusted Aggregate Commitment.

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

                   ARTICLE VI: REPRESENTATIONS AND WARRANTIES

                  In order to induce the Administrative Agent and the Lenders to
enter into this Agreement and to make the Loans and the other financial
accommodations to the Borrowers and to issue the Letters of Credit described
herein, the Company represents and warrants as follows to each Lender and the
Administrative Agent as of the Closing Date, giving effect to the consummation
of the transactions contemplated by the Loan Documents on the Closing Date, and
thereafter on each date as required by Section 5.1, 5.2 and 5.3:

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

                  6.2.     Authority, Execution and Delivery; Loan Documents.

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

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

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

                  6.3.     No Conflict; Governmental Consents. The execution,
delivery and performance of each of the Loan Documents to which each of the Loan
Parties is a party do not and will not (i) conflict with the certificate or
articles of incorporation or by-laws of such Loan Party, (ii) constitute a
tortious interference with any Contractual Obligation of any Person or conflict
with, result in a breach of or constitute (with or without notice or lapse of
time or both) a default under any Requirement of Law or Contractual Obligation
of any such Loan Party, or require termination of any Contractual Obligation,
(iii) result in or require the creation or imposition of any Lien whatsoever
upon any of the property or assets of the Company or any of its Subsidiaries,
other than Liens permitted or created by the Loan Documents, or (iv) require

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any approval of any Loan Party's Board of Directors or shareholders except such
as have been obtained. The execution, delivery and performance of each of the
Loan Documents to which the Company or any of its Subsidiaries is a party do not
and will not require any registration with, consent or approval of, or notice
to, or other action to, with or by any Governmental Authority, except filings,
consents or notices which have been made, obtained or given, or which, if not
made, obtained or given, individually or in the aggregate could not reasonably
be expected to have a Material Adverse Effect.

                  6.4.     Financial Statements.

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

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

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

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

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                  6.6.     Taxes.

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

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

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

                  6.8.     Subsidiaries. Schedule 6.8 to this Agreement (i)
contains a description of the corporate structure of the Company, its
Subsidiaries and any other Person in which the Company or any of its
Subsidiaries holds an Equity Interest; and (ii) accurately sets forth (A) the
correct legal name, the jurisdiction of incorporation and the jurisdictions in
which each of the Company and the direct and indirect Subsidiaries of the
Company are qualified to transact

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business as a foreign corporation, (B) the authorized, issued and outstanding
shares of each class of Capital Stock of each of the Company's Foreign
Subsidiaries and the owners of such shares (both as of the Closing Date and on a
fully-diluted basis), and (C) a summary of the direct and indirect partnership,
joint venture, or other Equity Interests, if any, of the Company and each of its
Subsidiaries in any Person. Except as disclosed on Schedule 6.8, none of the
issued and outstanding Capital Stock of the Company's Foreign Subsidiaries is
subject to any vesting, redemption, or repurchase agreement, and there are no
warrants or options outstanding with respect to such Capital Stock. The
outstanding Capital Stock of each of the Company's Subsidiaries is duly
authorized, validly issued, fully paid and nonassessable and is not Margin
Stock.

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

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Company or any of its Subsidiaries to liability, individually or in the
aggregate with each other basis for liability under this Section 6.9, in excess
of $2,000,000.

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

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

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

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

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

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

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

                  6.17.    Environmental Matters.

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

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

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

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

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

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

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

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

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

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

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

                  (D)      Filing. To ensure the enforceability or admissibility
         in evidence of this Agreement and each Loan Document to which such
         Subsidiary Borrower is a party in its Home Country, it is not necessary
         that this Agreement or any other Loan Document to which such Subsidiary
         Borrower is a party or any other document be filed or recorded with any
         court or other authority in its Home Country or that any stamp or
         similar tax be paid to or in respect of this Agreement or any other
         Loan Document of such Subsidiary Borrower. The qualification by any
         Lender or the Administrative Agent for admission to do business under
         the laws of such Subsidiary Borrower's Home Country does not constitute
         a condition to, and the failure to so qualify does not affect, the
         exercise by any Lender or the Administrative Agent of any right,
         privilege, or remedy afforded to any Lender or the Administrative Agent
         in connection with the Loan Documents to which

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         such Subsidiary Borrower is a party or the enforcement of any such
         right, privilege, or remedy against Subsidiary Borrower. The
         performance by any Lender or the Administrative Agent of any action
         required or permitted under the Loan Documents will not (i) violate any
         law or regulation of such Subsidiary Borrower's Home Country or any
         political subdivision thereof, (ii) result in any tax or other monetary
         liability to such party pursuant to the laws of such Subsidiary
         Borrower's Home Country or political subdivision or taxing authority
         thereof (provided that, should any such action result in any such tax
         or other monetary liability to the Lender or the Administrative Agent,
         the Borrowers hereby agree to indemnify such Lender or the
         Administrative Agent, as the case may be, against (x) any such tax or
         other monetary liability and (y) any increase in any tax or other
         monetary liability which results from such action by such Lender or the
         Administrative Agent and, to the extent the Borrowers make such
         indemnification, the incurrence of such liability by the Administrative
         Agent or any Lender will not constitute a Default) or (iii) violate any
         rule or regulation of any federation or organization or similar entity
         of which the such Subsidiary Borrower's Home Country is a member.

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

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

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

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

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

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                             ARTICLE VII: COVENANTS

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

                  7.1.     Reporting. The Company shall:

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

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

                  (ii)     Annual Reports. As soon as practicable, and in any
               event within ninety (90) days after the end of each fiscal year,
               (a) the consolidated balance sheet of the Company and its
               Subsidiaries as at the end of such fiscal year and the related
               consolidated statements of income, stockholders' equity and cash
               flows of the Company and its Subsidiaries for such fiscal year,
               and in comparative form the corresponding figures for the
               previous fiscal year along with consolidating schedules in form
               and substance sufficient to calculate the financial covenants set
               forth in Section 7.4 and (b) an audit report on the consolidated
               financial statements (but not the consolidating financial
               statements or schedules) listed in clause (a) hereof of
               independent certified public accountants of recognized national
               standing, which audit

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               report shall be unqualified and shall state that such financial
               statements fairly present the consolidated financial position of
               the Company and its Subsidiaries as at the dates indicated and
               the results of their operations and cash flows for the periods
               indicated in conformity with Agreement Accounting Principles and
               that the examination by such accountants in connection with such
               consolidated financial statements has been made in accordance
               with generally accepted auditing standards. The deliveries made
               pursuant to this clause (ii) shall be accompanied by (x) any
               management letter prepared by the above-referenced accountants,
               and (y) a certificate of such accountants that, in the course of
               their examination necessary for their certification of the
               foregoing, they have obtained no knowledge of any Default or
               Unmatured Default, or if, in the opinion of such accountants, any
               Default or Unmatured Default shall exist, stating the nature and
               status thereof.

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

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

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

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         therewith, and (c) what action the Company has taken, is taking and
         proposes to take with respect thereto.

                  (C)      Lawsuits.

                  (i)      Promptly upon the Company obtaining knowledge of the
               institution of, or written threat of, any action, suit,
               proceeding, governmental investigation or arbitration, by or
               before any Governmental Authority, against or affecting the
               Company or any of its Subsidiaries or any property of the Company
               or any of its Subsidiaries not previously disclosed pursuant to
               Section 6.7, which action, suit, proceeding, governmental
               investigation or arbitration exposes, or in the case of multiple
               actions, suits, proceedings, governmental investigations or
               arbitrations arising out of the same general allegations or
               circumstances which expose, in the Company's reasonable judgment,
               the Company and/or any of its Subsidiaries to liability in an
               amount aggregating $5,000,000 or more, give written notice
               thereof to the Administrative Agent and the Lenders and provide
               such other information as may be reasonably available to enable
               each Lender and the Administrative Agent and its counsel to
               evaluate such matters; and

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

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

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

                  (i)      (a) within ten (10) Business Days after the Company
               obtains knowledge that a Termination Event has occurred, a
               written statement of a Financial Officer of the Company
               describing such Termination Event and the action, if any, which
               the Company has taken, is taking or proposes to take with respect
               thereto, and when known, any action taken or threatened by the
               IRS, DOL or PBGC with respect thereto and (b) within ten (10)
               Business Days after any member of the Controlled Group

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

                  (ii)     within ten (10) Business Days after the filing of any
               funding waiver request with the IRS, a copy of such funding
               waiver request and thereafter all communications received by the
               Company or a member of the Controlled Group with respect to such
               request within ten (10) Business Days such communication is
               received; and

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

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

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

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

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

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

                  7.2.     Affirmative Covenants.

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

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

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

                  (D)      Payment of Taxes and Claims; Tax Consolidation. The
         Company shall pay, and cause each of its Subsidiaries to pay, (i) all
         taxes, assessments and other governmental charges imposed upon it or on
         any of its properties or assets or in respect of any of its franchises,
         business, income or property before any penalty or interest accrues
         thereon, and (ii) all claims (including, without limitation, claims for
         labor, services, materials and supplies) for sums which have become due
         and payable and which by law have or may become a Lien (other than a
         Lien permitted by Section 7.3(C)) upon any of the Company's or such
         Subsidiary's property or assets, prior to the time when any penalty or
         fine shall be incurred with respect thereto; provided, however, that no
         such

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<PAGE>

         taxes, assessments and governmental charges referred to in clause (i)
         above or claims referred to in clause (ii) above (and interest,
         penalties or fines relating thereto) need be paid if being contested in
         good faith by appropriate proceedings diligently instituted and
         conducted and if such reserve or other appropriate provision, if any,
         as shall be required in conformity with Agreement Accounting Principles
         shall have been made therefor.

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

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

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

                  (H)      Maintenance of Property. The Company shall cause all
         property used or useful in the conduct of its business or the business
         of any Subsidiary to be maintained and kept in good condition, repair
         and working order and supplied with all necessary equipment and shall
         cause to be made all necessary repairs, renewals, replacements,
         betterments and improvements thereof, all as in the judgment of the
         Company may be necessary so that the business carried on in connection
         therewith may be properly and advantageously conducted at all times;
         provided, however, that nothing in this Section 7.2(H) shall prevent
         the Company or any of its Subsidiaries from discontinuing the

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         operation or maintenance of any of such property if such discontinuance
         is, in the judgment of the Company, desirable in the conduct of its
         business or the business of any Subsidiary and not disadvantageous in
         any material respect to the Administrative Agent or the Lenders.

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

                  (J)      Use of Proceeds. The Borrowers shall use the proceeds
         of the Revolving Loans to provide funds for general corporate purposes
         of the Company and its Subsidiaries, including, without limitation, to
         refinance certain existing debt, for working capital purposes and to
         finance Permitted Acquisitions. The Company will not, nor will they
         permit any Subsidiary to, use any of the proceeds of the Loans to
         purchase or carry any Margin Stock in violation of any applicable legal
         and regulatory requirements including, without limitation, Regulations
         T, U, and X, the Securities Act of 1933 and the Securities Exchange Act
         of 1934 and the regulations promulgated thereunder, or to make any
         Acquisition, other than a Permitted Acquisition pursuant to Section
         7.3(F).

                  (K)      Subsidiary Guarantors.

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

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

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

                  (iv)     Additional Excluded Foreign Subsidiaries. In the
               event any Subsidiary otherwise required to become a Guarantor
               under paragraphs (ii) or (iii) above would cause the Company
               adverse tax consequences if it were to become a Guarantor or is
               restricted from becoming a Guarantor as a result of domestic laws
               or otherwise, the Administrative Agent may, in its discretion,
               permit such Subsidiary to be treated as an Excluded Foreign
               Subsidiary, and, accordingly, such Subsidiary would not be
               required to become a Guarantor.

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

                  7.3.     Negative Covenants.

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

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

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

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

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

                  (v)      Unsecured Indebtedness arising from loans (a) from
               any Subsidiary to any wholly-owned Subsidiary, or (b) from the
               Company to any wholly-owned Subsidiary,

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

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

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

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

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

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

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

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

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

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                  (iv)     the Permitted Sale and Leaseback Transactions;

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

                  (vi)     other leases, sales or other dispositions of assets
               if such transaction (a) is for consideration consisting at least
               eighty percent (80%) of cash, (b) is for not less than fair
               market value (as determined in good faith by the Company's board
               of directors), and (c) involves assets that, together with all
               other assets of the Company and its Subsidiaries previously
               leased, sold or disposed of (other than pursuant to clauses (i)
               through (v) above) as permitted by this Section (x) during the
               twelve-month period ending with the month in which any such
               lease, sale or other disposition occurs, do not constitute a
               Substantial Portion of the assets of the Company and its
               Subsidiaries and (y) since the Closing Date do not exceed
               $40,000,000, in each case when combined with all such other
               transactions during such period (each such transaction being
               valued at book value).

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

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

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

                  (iii)    Customary Permitted Liens;

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

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

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         prohibit the creation of a Lien in favor of the Administrative Agent
         and the Lenders on the items of property obtained with the proceeds of
         such Indebtedness.

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

                  (i)      Investments in cash and Cash Equivalents;

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

                  (iii)    Investments in trade receivables or received in
               connection with the bankruptcy or reorganization of suppliers and
               customers and in settlement of delinquent obligations of, and
               other disputes with, customers and suppliers arising in the
               ordinary course of business;

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

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

                  (vi)     Investments in any consolidated Subsidiaries;

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

                  (viii)   Investments constituting Permitted Acquisitions;

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

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

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

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

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

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

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

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

                           (e)      prior to such Acquisition and the incurrence
                  of any Indebtedness permitted by Section 7.3(A) in connection
                  therewith, the Company shall deliver to the Administrative
                  Agent and the Lenders a certificate from one of the Authorized
                  Officers, demonstrating, on a pro forma basis using unadjusted
                  historical audited or reviewed unaudited financial statements
                  obtained from the seller(s) in respect of each such
                  Acquisition as if the Acquisition and such incurrence of
                  Indebtedness had occurred on the first day of the twelve-month
                  period ending on the last day of the Company's most recently
                  completed fiscal quarter, the

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                  Company would have been in compliance with the financial
                  covenants in Section 7.4 and not otherwise in Default; and

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

                  (G)      Transactions with Shareholders and Affiliates. Other
         than (i) Investments permitted by Section 7.3(D), neither the Company
         nor any of its Subsidiaries shall directly or indirectly (a) enter into
         or permit to exist any transaction (including, without limitation, the
         purchase, sale, lease or exchange of any property or the rendering of
         any service) with, or make loans or advances to any holder or holders
         of any of the Equity Interests of the Company, or with any Affiliate of
         the Company which is not its Subsidiary of the Company, on terms that
         are less favorable to the Company or any of its Subsidiaries, as
         applicable, than those that could reasonably be obtained in an arm's
         length transaction at the time from Persons who are not such a holder
         or Affiliate.

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

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

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

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         1933, and the Securities Exchange Act of 1934 and the regulations
         promulgated thereunder.

                  (K)      ERISA. The Company shall not

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (vi)     amends or modifies any financial or negative covenant
         (or covenant which prohibits or restricts the Company or any of its
         Subsidiaries from taking certain actions)

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

                  (vii)    amends, modifies or adds any affirmative covenant in
         a manner which (a) when taken as a whole, is materially adverse to the
         Company, its Subsidiaries and/or the Lenders or (b) is more onerous
         than the existing applicable covenant in the Note Purchase Agreement or
         the applicable covenant in this Agreement.

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

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

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

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

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

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         connection therewith was incurred on such date.

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

                             ARTICLE VIII: DEFAULTS

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

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

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

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

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

                  (E)      Default as to Other Indebtedness. The Company or any
         of its Subsidiaries shall fail to make any payment when due (whether by
         scheduled maturity, required prepayment, acceleration, demand or
         otherwise) with respect to (i) any Indebtedness (other than
         Indebtedness hereunder), beyond any period of grace provided with
         respect thereto, which individually or together with other such
         Indebtedness as to which any such failure or other Default under this
         clause (E) exists has an aggregate outstanding principal amount equal
         to or in excess of Ten Million and 00/100 Dollars ($10,000,000) or (ii)
         Indebtedness under the Five-Year Credit Agreement, beyond any period of
         grace

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         provided with respect thereto (such Indebtedness under clauses (i) and
         (ii) being "Material Indebtedness"); or any breach, default or event of
         default (including any termination event, amortization event,
         liquidation event or event of like import arising under any agreement
         or instrument giving rise to any Off-Balance Sheet Liabilities) shall
         occur, or any other condition shall exist under any instrument,
         agreement or indenture pertaining to any such Material Indebtedness,
         beyond any period of grace, if any, provided with respect thereto, if
         the effect thereof is to cause an acceleration, mandatory redemption, a
         requirement that the Company offer to purchase such Indebtedness or
         other required repurchase or early amortization of such Indebtedness,
         or permit the holder(s) of such Indebtedness to accelerate the maturity
         of any such Indebtedness or require a redemption, early amortization or
         repurchase of such Indebtedness; or any such Indebtedness shall be
         otherwise declared to be due and payable (by acceleration or otherwise)
         or required to be prepaid, redeemed, amortized or otherwise repurchased
         by the Company or any of its Subsidiaries (other than by a regularly
         scheduled required prepayment) prior to the stated maturity thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

           ARTICLE IX: ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

                  9.1.     Termination of Commitments; Acceleration. (i) If any
Default described in Section 8.1(F) or 8.1(G) occurs with respect to the
Company, any Subsidiary Borrower or any Subsidiary Guarantor, the obligations of
the Lenders to make Loans hereunder and the obligation of any Issuing Banks to
issue Letters of Credit hereunder shall automatically terminate and the
Obligations shall immediately become due and payable without any election,
action, presentment, demand, protest or notice of any kind on the part of the
Administrative Agent or any Lender, all of which the Borrowers expressly waive.
If any other Default occurs, the Required Lenders may terminate or suspend the
obligations of the Lenders to make Loans hereunder and the obligation of the
Issuing Banks to issue Letters of Credit hereunder, or declare the Obligations
to be due and payable, or both, whereupon the Obligations shall become
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which the Borrowers expressly waive. In either case, upon the
Obligations becoming so due and payable, each Borrower will be and become
thereby unconditionally obligated, without any further notice, act or demand, to
pay to the Administrative Agent an amount in immediately available funds, which
funds shall be held in the L/C Collateral Account, equal to the difference of
(x) the amount of L/C Obligations at such time plus the aggregate amount of all
fees and expenses that may accrue or arise until all Letters of Credit have
expired or been terminated, less (y) the amount on deposit in the L/C Collateral
Account at such time which is free and clear of all rights and claims of third
parties and has not been applied against the Obligations (such difference, the
"COLLATERAL SHORTFALL AMOUNT").

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

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

                  (iv)     At any time while any Default is continuing, neither
               any Borrower nor any Person claiming on behalf of or through any
               Borrower shall have any right to withdraw any of the funds held
               in the L/C Collateral Account. After all of the Obligations have
               been indefeasibly paid in full and the Aggregate Commitment has

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               been terminated, any funds remaining in the L/C Collateral
               Account shall be returned by the Administrative Agent to the
               Company or paid to whomever may be legally entitled thereto at
               such time.

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

                  (i)      Postpone or extend the Termination Date or any other
               date fixed for any payment of principal of, or interest on, the
               Loans, the Reimbursement Obligations or any fees or other amounts
               payable to such Lender (except with respect to (a) any
               modifications of the provisions relating to amounts, timing or
               application of optional prepayments of Loans and other
               Obligations, which modification shall require only the approval
               of the Required Lenders and (b) a waiver of the application of
               the default rate of interest pursuant to Section 2.10 hereof
               which waiver shall require only the approval of the Required
               Lenders) or amend any provision of Section 2.4(B).

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

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

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

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

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

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

               No amendment of any provision of this Agreement relating to (a)
       the Administrative Agent shall be effective without the written consent
       of the Administrative Agent, (b) Swing Line Loans shall be effective
       without the written consent of the Swing Line Bank and (c) any Issuing
       Bank shall be effective without the written consent of such Issuing Bank.
       The Administrative Agent may waive payment of the fee required under
       Section 14.3(B)

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       without obtaining the consent of any of the Lenders. Notwithstanding
       anything herein to the contrary, the Administrative Agent may amend the
       provisions of Exhibits A-1 and A-2 from time to time to take into account
       the effectiveness of assignments made pursuant to Section 14.3 or changes
       in the Commitments pursuant to Section 2.5 or changes in the identities
       of the Issuing Banks, provided the failure to do so shall not otherwise
       affect the rights or obligations of the Lenders or the Borrowers
       hereunder.

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

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

                               ARTICLE X: GUARANTY

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

                  10.2.    Waivers; Subordination of Subrogation.

                  (A)      Each Borrower Guarantor waives notice of the
         acceptance of this guaranty and of the extension or continuation of the
         Guaranteed Obligations or any part thereof. Each Borrower Guarantor
         further waives presentment, protest, notice of notices delivered or
         demand made on any Borrower or action or delinquency in respect of the
         Guaranteed Obligations or any part thereof, including any right to
         require the Administrative Agent

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         and the Lenders to sue any Borrower, any other guarantor or any other
         Person obligated with respect to the Guaranteed Obligations or any part
         thereof; provided, that if at any time any payment of any portion of
         the Guaranteed Obligations is rescinded or must otherwise be restored
         or returned upon the insolvency, bankruptcy or reorganization of any of
         the Borrowers or otherwise, the Borrower Guarantor's obligations
         hereunder with respect to such payment shall be reinstated at such time
         as though such payment had not been made and whether or not the
         Administrative Agent or the Lenders are in possession of this guaranty.
         The Administrative Agent and the Lenders shall have no obligation to
         disclose or discuss with the Company their assessments of the financial
         condition of the Borrowers.

                  (B)      Until the Guaranteed Obligations have been
         indefeasibly paid in full in cash, each Borrower Guarantor (i) shall
         have no right of subrogation with respect to such Guaranteed
         Obligations and (ii) waives any right to enforce any remedy which the
         Administrative Agent now has or may hereafter have against any
         Borrower, any other Guarantor, any endorser or any guarantor of all or
         any part of the Guaranteed Obligations or any other Person. Should any
         Borrower Guarantor have the right, notwithstanding the foregoing, to
         exercise its subrogation rights, each Borrower Guarantor hereby
         expressly and irrevocably (a) subordinates any and all rights at law or
         in equity to subrogation, reimbursement, exoneration, contribution,
         indemnification or set off that such Borrower Guarantor may have to the
         indefeasible payment in full in cash of the Guaranteed Obligations and
         (b) waives any and all defenses available to a surety, guarantor or
         accommodation co-obligor until the Guaranteed Obligations are
         indefeasibly paid in full in cash. Each Borrower Guarantor acknowledges
         and agrees that this subordination is intended to benefit the
         Administrative Agent and shall not limit or otherwise affect any
         Borrower Guarantor liability hereunder or the enforceability of this
         Guaranty, and that the Administrative Agent, the Lenders and their
         successors and assigns are intended third party beneficiaries of the
         waivers and agreements set forth in this Section 10.2.

                  10.3.    Guaranty Absolute. This guaranty is a guaranty of
payment and not of collection, is a primary obligation of each Borrower
Guarantor and not one of surety, and the validity and enforceability of this
guaranty shall be absolute and unconditional irrespective of, and shall not be
impaired or affected by any of the following: (a) any extension, modification or
renewal of, or indulgence with respect to, or substitutions for, the Guaranteed
Obligations or any part thereof or any agreement relating thereto at any time;
(b) any failure or omission to enforce any right, power or remedy with respect
to the Guaranteed Obligations or any part thereof or any agreement relating
thereto; (c) any waiver of any right, power or remedy with respect to the
Guaranteed Obligations or any part thereof or any agreement relating thereto;
(d) any release, surrender, compromise, settlement, waiver, subordination or
modification, with or without consideration, any other guaranties with respect
to the Guaranteed Obligations or any part thereof, or any other obligation of
any Person with respect to the Guaranteed Obligations or any part thereof; (e)
the enforceability or validity of the Guaranteed Obligations or any part thereof
or the genuineness, enforceability or validity of any agreement relating
thereto, including, without limitation, as a result of a Country Risk Event; (f)
the application of payments received from any source to the payment of
obligations other than the Guaranteed Obligations, any part thereof or amounts
which are not covered by this guaranty even though the Administrative Agent and
the Lenders might lawfully have elected to apply such payments to any part or
all of the

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Guaranteed Obligations or to amounts which are not covered by this guaranty; (g)
any change in the ownership of any Borrower or the insolvency, bankruptcy or any
other change in the legal status of any Borrower; (h) the change in or the
imposition of any law, decree, regulation or other governmental act which does
or might impair, delay or in any way affect the validity, enforceability or the
payment when due of the Guaranteed Obligations; (i) the failure of the Company
or any other Borrower to maintain in full force, validity or effect or to obtain
or renew when required all governmental and other approvals, licenses or
consents required in connection with the Guaranteed Obligations or this
guaranty, or to take any other action required in connection with the
performance of all obligations pursuant to the Guaranteed Obligations or this
guaranty; (j) the existence of any claim, setoff or other rights which the
Company may have at any time against any Borrower, or any other Person in
connection herewith or an unrelated transaction; or (k) any other circumstances,
whether or not similar to any of the foregoing, which could constitute a defense
to a guarantor; all whether or not such Borrower Guarantor shall have had notice
or knowledge of any act or omission referred to in the foregoing clauses (a)
through (k) of this paragraph. It is agreed that each Borrower Guarantor's
liability hereunder is several and independent of any other guaranties or other
obligations at any time in effect with respect to the Guaranteed Obligations or
any part thereof and that each Borrower Guarantor's liability hereunder may be
enforced regardless of the existence, validity, enforcement or non-enforcement
of any such other guaranties or other obligations or any provision of any
applicable law or regulation purporting to prohibit payment by any Borrower of
the Guaranteed Obligations in the manner agreed upon between the Borrower and
the Administrative Agent and the Lenders.

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

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

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<PAGE>

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

                         ARTICLE XI: GENERAL PROVISIONS

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

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

                  11.3.    Performance of Obligations. The Borrowers agree that
the Administrative Agent may, but shall have no obligation to (i) at any time,
pay or discharge taxes, liens, security interests or other encumbrances levied
or placed on or threatened against any property of any Borrower to the extent
any such Borrower is required by the terms hereof to pay any such amount, but
has not done so and (ii) after the occurrence and during the continuance of a
Default, to make any other payment or perform any act required of the Company or
any other Borrower under any Loan Document or take any other action which the
Administrative Agent in its discretion deems necessary or desirable to protect
or preserve such property of the Company. The Administrative Agent shall use its
reasonable efforts to give the applicable Borrower notice of any action taken
under this Section 11.3 prior to the taking of such action or promptly
thereafter provided the failure to give such notice shall not affect the
applicable Borrower's obligations in respect thereof. The Borrowers agree to pay
the Administrative Agent, upon demand, the principal amount of all funds
advanced by the Administrative Agent under this Section 11.3, together with
interest thereon at the rate from time to time applicable to Floating Rate Loans
from the date of such advance until the outstanding principal balance thereof is
paid in full. If any Borrower fails to make payment in respect of any such
advance under this Section 11.3 within one (1) Business Day after the date the
applicable Borrower receives written demand therefor from the Administrative
Agent, the Administrative Agent shall promptly notify each Lender and each
Lender agrees that it shall thereupon make available to the Administrative
Agent, in Dollars in immediately available funds, the amount equal to such
Lender's Pro Rata Share of such advance. If such funds are not made available to
the Administrative Agent by such Lender within one (1) Business Day after the
Administrative Agent's demand therefor, the Administrative Agent will be
entitled to recover any such amount from such Lender together with interest
thereon at the Federal Funds Effective Rate for each day during the period
commencing on the date of such demand and ending on the date such amount is
received. The failure of any Lender to make available to the Administrative
Agent its Pro Rata Share of any such unreimbursed advance under this Section
11.3 shall neither relieve any other Lender of its obligation hereunder to make
available to the Administrative Agent such other Lender's Pro Rata

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Share of such advance on the date such payment is to be made nor increase the
obligation of any other Lender to make such payment to the Administrative Agent.

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

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

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

                  11.7.    Expenses; Indemnification.

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

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

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

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

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

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<PAGE>

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

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

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

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

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

                  11.11.   Nonliability of Lenders. The relationship between the
Borrowers and the Lenders and the Administrative Agent shall be solely that of
borrower and lender. Neither the Administrative Agent nor any Lender shall have
any fiduciary responsibilities to the Borrowers.

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Neither the Administrative Agent nor any Lender undertakes any responsibility to
any Borrower to review or inform any Borrower of any matter in connection with
any phase of the Borrowers' business or operations.

                  11.12.   GOVERNING LAW. THE ADMINISTRATIVE AGENT ACCEPTS THIS
AGREEMENT, ON BEHALF OF ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY
ACKNOWLEDGING AND AGREEING TO IT THERE. ANY DISPUTE BETWEEN ANY BORROWER AND THE
ADMINISTRATIVE AGENT, ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT,
TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL
LAWS (INCLUDING SECTION 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO
THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.

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

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

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

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<PAGE>

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

                  (D)      SERVICE OF PROCESS. EACH BORROWER IRREVOCABLY
         CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
         ARTICLE XV, AND THE COMPANY AND EACH BORROWER OR GUARANTOR LOCATED OR
         ORGANIZED OUTSIDE OF THE STATE OF ILLINOIS HEREBY IRREVOCABLY APPOINTS
         THE COMPANY AT THE ADDRESS PROVIDED IN SECTION 15.1, AS ITS AGENT FOR
         SERVICE OF PROCESS OUT OF ANY OF THE COURTS REFERRED TO IN PARAGRAPHS
         (A) AND (B) ABOVE. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF
         ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER
         PERMITTED BY LAW.

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

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

                  11.14.   Other Transactions. Each of the Administrative Agent,
the Arrangers, the Lenders, the Swing Line Bank, the Issuing Banks and the
Borrowers acknowledge that the Lenders (or Affiliates of the Lenders) may, from
time to time, effect transactions for their own accounts or the accounts of
customers, and hold positions in loans or options on loans of the Company, the
Company's Subsidiaries and other companies that may be the subject of this
credit arrangement and nothing in this Agreement shall impair the right of any
such Person to enter into any such transaction (to the extent it is not
expressly prohibited by the terms of this Agreement)

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

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

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distribution, security or instrument or proceeds thereof be received by any
Borrower upon or with respect to the Intercompany Indebtedness after an
Insolvency Event prior to the satisfaction of all of the Obligations (other than
contingent indemnity obligations) and Hedging Obligations under Designated
Hedging Agreements and the termination of all financing arrangements pursuant to
any Loan Document and or Designated Hedging Agreements, such Borrower shall
receive and hold the same in trust, as trustee, for the benefit of the holders
of the Obligations and such Hedging Obligations and shall forthwith deliver the
same to the Administrative Agent, for the benefit of such Persons, in precisely
the form received (except for the endorsement or assignment of such Borrower
where necessary), for application to any of the Obligations and such Hedging
Obligations, due or not due, and, until so delivered, the same shall be held in
trust by such Borrower as the property of the holders of the Obligations and
such Hedging Obligations. If any Borrower fails to make any such endorsement or
assignment to the Administrative Agent, the Administrative Agent or any of its
officers or employees are irrevocably authorized to make the same. Each Borrower
agrees that until the Obligations (other than the contingent indemnity
obligations) and such Hedging Obligations have been paid in full (in cash) and
satisfied and all financing arrangements pursuant to any Loan Document or any
Designated Hedging Agreement have been terminated, no Borrower will assign or
transfer to any Person (other than the Administrative Agent) any claim such
Borrower has or may have against any Guarantor.

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

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

                     ARTICLE XII: THE ADMINISTRATIVE AGENT

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

                  12.2.    Powers. The Administrative Agent shall have and may
exercise such powers under the Loan Documents as are specifically delegated to
the Administrative Agent by

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

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

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

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

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

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

                  12.8.    The Administrative Agent's Reimbursement and
Indemnification. The Lenders agree to reimburse and indemnify the Administrative
Agent (i) for any amounts not reimbursed by any Borrower for which the
Administrative Agent is entitled to reimbursement by any Borrower under the Loan
Documents, (ii) for any other expenses incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents and (iii) for any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Administrative Agent in any way relating to
or arising out of the Loan Documents or any other document delivered in
connection therewith or the transactions contemplated thereby, or the
enforcement of any of the terms thereof or of any such other documents, provided
that no Lender shall be liable for any of the foregoing to the extent any of the
foregoing is found in a final non-appealable judgment by a court of competent
jurisdiction to have arisen solely from the Gross Negligence or willful
misconduct of the Administrative Agent.

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

                  12.10.   Lender Credit Decision. Each Lender acknowledges that
it has, independently and without reliance upon the Administrative Agent, either
Arranger or any other Lender and based on the financial statements prepared by
the Company and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement and the other Loan Documents. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent, either
Arranger or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement and the other Loan Documents.

                  12.11.   Successor Administrative Agent. The Administrative
Agent may resign at any time by giving written notice thereof to the Lenders and
the Company. Upon any such resignation, the Required Lenders shall have the
right to appoint, on behalf of the Borrowers and the Lenders, a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within

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thirty days after the retiring Administrative Agent's giving notice of
resignation, then the retiring Administrative Agent may appoint, on behalf of
the Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding
anything herein to the contrary, so long as no Default has occurred and is
continuing, each such successor Administrative Agent shall be subject to
approval by the Company, which approval shall not be unreasonably withheld or
delayed. Such successor Administrative Agent shall be a commercial bank having
capital and retained earnings of at least $500,000,000. Upon the acceptance of
any appointment as the Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder and under the
other Loan Documents. After any retiring Administrative Agent's resignation
hereunder as Administrative Agent, the provisions of this Article XII shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as the Administrative Agent hereunder and
under the other Loan Documents.

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

                     ARTICLE XIII: SETOFF; RATABLE PAYMENTS

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

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

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

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                  (i)      first, to pay interest on and then principal of any
         portion of the Loans which the Administrative Agent may have advanced
         on behalf of any Lender for which the Administrative Agent has not then
         been reimbursed by such Lender or the applicable Borrower;

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

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

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

                  (v)      fifth, to pay interest due in respect of Swing Line
         Loans;

                  (vi)     sixth, to pay interest due in respect of Loans (other
         than Swing Line Loans) and L/C Obligations;

                  (vii)    seventh, to the ratable payment or prepayment of
         principal outstanding on Swing Line Loans;

                  (viii)   eighth, to the ratable payment or prepayment of
         principal outstanding on Loans (other than Swing Line Loans) and
         Reimbursement Obligations;

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

                  (x)      tenth, to the ratable payment of all other
         Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Company, all principal payments in respect
of Loans (other than Swing Line Loans) shall be applied first, to repay
outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate
Loans with those Eurodollar Rate Loans which have earlier expiring Interest
Periods being repaid prior to those which have later expiring Interest Periods.
The order of priority set forth in this Section 13.3 and the related provisions
of this Agreement are set forth solely to determine the rights and priorities of
the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of
Letters of Credit as among themselves. The order of priority set forth in
clauses (iv) through (x) of this Section 13.3 may at any time and from time to
time be changed by the Required Lenders without necessity of notice to or
consent of or approval by any Borrower, or any other Person; provided, that the
order of priority of payments in respect of Swing Line Loans may be changed only
with the prior written consent of the Swing Line Bank. The order of priority set
forth in clauses (i) through (iii) of this Section 13.3 may be changed only with
the prior written consent of the Administrative Agent, and, in the case of
clause (iii), with the prior written consent of each Arranger.

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                  13.4.    Relations Among Lenders.

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

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

         ARTICLE XIV: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

                  14.1.    Successors and Assigns. The terms and provisions of
the Loan Documents shall be binding upon and inure to the benefit of the
Borrowers and the Lenders and their respective successors and assigns, except
that (A) other than in connection with a transaction involving a Subsidiary
Borrower which is permitted pursuant to the terms of this Agreement, no Borrower
shall have any right to assign its rights or obligations under the Loan
Documents without the consent of all of the Lenders, and any such assignment in
violation of this Section 14.1(A) shall be null and void, and (B) any assignment
by any Lender must be made in compliance with Section 14.3 hereof. The parties
to this Agreement acknowledge that clause (B) of this Section 14.1 relates only
to absolute assignments and does not prohibit assignments creating security
interests, including, without limitation, (x) any pledge or assignment by any
Lender of all or any portion of its rights under this Agreement and any Note to
a Federal Reserve Bank or (y) in the case of a Lender which is a fund, any
pledge or assignment of all or any portion of its rights under this Agreement
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 14.3. The Administrative Agent may treat each Lender as the owner of the
Loans made by such Lender hereunder for all purposes hereof unless and until
such Lender complies with Section 14.3 hereof in the case of an assignment
thereof or, in the case of any other transfer, a written notice of the transfer
is filed with the Administrative Agent. Any assignee or transferee of a Loan,
Commitment, L/C Interest or any other interest of a Lender under the Loan
Documents agrees by acceptance thereof to be bound by all the terms and
provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of any Loan, shall be conclusive and binding on any
subsequent owner, transferee or assignee of such Loan.

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                  14.2.    Participations.

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

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

                  (C)      Benefit of Setoff. The Borrowers agree that each
         Participant shall be deemed to have the right of setoff provided in
         Section 13.1 hereof in respect to its participating interest in amounts
         owing under the Loan Documents to the same extent as if the amount of
         its participating interest were owing directly to it as a Lender under
         the Loan Documents, provided that each Lender shall retain the right of
         setoff provided in Section 13.1 hereof with respect to the amount of
         participating interests sold to each Participant except to the extent
         such Participant exercises its right of setoff. The Lenders agree to
         share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 13.1 hereof, agrees to share with
         each Lender, any amount received pursuant to the exercise of its right
         of setoff, such amounts to be shared in accordance with Section 13.2 as
         if each Participant were a Lender.

                  14.3.    Assignments.

                  (A)      Permitted Assignments. Any Lender (each such
         assigning Lender under this Section 14.3 being a "Seller") may, in
         accordance with applicable law, at any time assign to one or more banks
         or other entities that are Eligible Assignees ("Purchasers") all or a
         portion of its rights and obligations under this Agreement (including,
         without

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

                  (B)      Effect; Effective Date. Upon (i) delivery to the
         Administrative Agent of a notice of assignment, substantially in the
         form attached as Appendix I to Exhibit D hereto (a "Notice of
         Assignment"), together with any consent required by Section 14.3(A)
         hereof, (ii) payment of a Four Thousand and 00/100 Dollar ($4,000) fee
         by the assignor to the Administrative Agent for processing such
         assignment, which fee shall not apply to any assignment from a Lender
         to an Affiliate of such Lender, and (iii) the completion of the
         recording requirements in Section 14.3(C), such assignment shall become
         effective on the later of such date when the requirements in clauses
         (i), (ii), and (iii) are met or the effective date specified in such
         Notice of Assignment. The Notice of Assignment shall contain a
         representation by the Purchaser to the effect that none of the
         consideration used to make the purchase of the Commitment, Loans and
         L/C Obligations under the applicable assignment agreement are "plan
         assets" as defined under ERISA and that the rights and interests of the
         Purchaser in and under the Loan Documents will not be "plan assets"
         under ERISA. On and after the effective date of such assignment, such
         Purchaser, if not already a Lender, shall for all purposes be a Lender
         party to this Agreement and any other Loan Documents executed by the
         Lenders and shall have all the rights and obligations of a Lender under
         the Loan Documents, to the same extent as if it were an original party
         hereto, and no further consent or action by any Borrower, the Lenders
         or the Administrative Agent shall be required to release the Seller
         with respect to the percentage of the Aggregate Commitment, Loans and
         Letter of Credit and Swing Line Loan participations assigned to such
         Purchaser. Upon the consummation of any assignment to a Purchaser
         pursuant to this Section 14.3(B), the Seller, the Administrative Agent
         and the Borrowers shall make appropriate arrangements so that, to the
         extent notes have been issued to evidence any of the transferred Loans,
         replacement notes are issued to such Seller and new notes or, as
         appropriate, replacement notes, are issued to such Purchaser, in each
         case in principal amounts reflecting their Commitments, as adjusted
         pursuant to such assignment. Notwithstanding anything to the contrary
         herein, no Borrower shall, at any time, be obligated to pay under
         Section 2.14(E) to any Lender that is a Purchaser, assignee or
         transferee any sum in excess of the sum which such Borrower

                                      106
<PAGE>

         would have been obligated to pay in respect of such transferred Loan to
         the Lender that was the Seller, assignor or transferor had such
         assignment or transfer not been effected.

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

                  (D)      Designated Lender.

                  (i)      Subject to the terms and conditions set forth in this
         Section 14.3(D), any Lender may from time to time elect to designate an
         Eligible Designee to provide all or any part of the Loans to be made by
         such Lender pursuant to this Agreement; provided that the designation
         of an Eligible Designee by any Lender for purposes of this Section
         14.3(D) shall be subject to the approval of the Administrative Agent
         (which consent shall not be unreasonably withheld or delayed). Upon the
         execution by the parties to each such designation of an agreement in
         the form of Exhibit K hereto (a "Designation Agreement") and the
         acceptance thereof by the Administrative Agent, the Eligible Designee
         shall become a Designated Lender for purposes of this Agreement. The
         Designating Lender shall thereafter have the right to permit the
         Designated Lender to provide all or a portion of the Loans to be made
         by the Designating Lender pursuant to the terms of this Agreement and
         the making of the Loans or portion thereof shall satisfy the
         obligations of the Designating Lender to the same extent, and as if,
         such Loan was made by the Designating Lender. As to any Loan made by
         it, each Designated Lender shall have all the rights a Lender making
         such Loan would have under this Agreement and otherwise; provided, (x)
         that all voting rights under this Agreement shall be exercised solely
         by the Designating Lender, (y) each Designating Lender shall remain
         solely responsible to the other parties hereto for its obligations
         under this Agreement, including the obligations of a Lender in respect
         of Loans made by its Designated Lender and (z) no Designated Lender
         shall be entitled to reimbursement under Article IV hereof for any
         amount which would exceed the amount that would have been payable by
         the Borrowers to the Lender from which the Designated Lender obtained
         any interests hereunder. No additional Notes shall be required with
         respect to Loans provided by a Designated Lender; provided, however, to
         the extent any Designated Lender shall advance funds,

                                      107
<PAGE>

         the Designating Lender shall be deemed to hold the Notes in its
         possession as an agent for such Designated Lender to the extent of the
         Loan funded by such Designated Lender. Such Designating Lender shall
         act as administrative agent for its Designated Lender and give and
         receive notices and communications hereunder. Any payments for the
         account of any Designated Lender shall be paid to its Designating
         Lender as administrative agent for such Designated Lender and neither
         the Borrowers nor the Administrative Agent shall be responsible for any
         Designating Lender's application of such payments. In addition, any
         Designated Lender may (1) with notice to, but without the consent of
         the Borrowers or the Administrative Agent, assign all or portions of
         its interests in any Loans to its Designating Lender or to any
         financial institution consented to by the Administrative Agent
         providing liquidity and/or credit facilities to or for the account of
         such Designated Lender and (2) subject to advising any such Person that
         such information is to be treated as confidential in accordance with
         such Person's customary practices for dealing with confidential,
         non-public information, disclose on a confidential basis any non-public
         information relating to its Loans to any rating agency, commercial
         paper dealer or provider of any guarantee, surety or credit or
         liquidity enhancement to such Designated Lender.

                  (ii)     Each party to this Agreement hereby agrees that it
         shall not institute against, or join any other Person in instituting
         against any Designated Lender any bankruptcy, reorganization,
         arrangements, insolvency or liquidation proceeding or other proceedings
         under any federal or state bankruptcy or similar law for one year and a
         day after the payment in full of all outstanding senior indebtedness of
         any Designated Lender; provided that the Designating Lender for each
         Designated Lender hereby agrees to indemnify, save and hold harmless
         each other party hereto for any loss, cost, damage and expense arising
         out of their inability to institute any such proceeding against such
         Designated Lender. This Section 14.3(D)(ii) shall survive the
         termination of this Agreement.

                  14.4.    Confidentiality. Subject to Section 14.5, the
Administrative Agent and the Lenders and their respective representatives,
consultants and advisors shall hold all nonpublic information obtained pursuant
to the requirements of this Agreement and identified as such by the Company or
any other Borrower in accordance with such Person's customary procedures for
handling confidential information of this nature and in accordance with safe and
sound commercial lending or investment practices and in any event may make
disclosure reasonably required by a prospective Transferee in connection with
the contemplated participation or assignment or as required or requested by any
Governmental Authority or any securities exchange or similar self-regulatory
organization or representative thereof or pursuant to a regulatory examination
or legal process, or to any direct or indirect contractual counterparty in swap
agreements or such contractual counterparty's professional advisor, and shall
(x) use its commercially reasonable efforts to give prior notice of any such
disclosure to the extent permitted by applicable law, and (y) require any such
Transferee to agree (and require any of its Transferees to agree) to comply with
this Section 14.4. In no event shall the Administrative Agent or any Lender be
obligated or required to return any materials furnished by the Company;
provided, however, each prospective Transferee shall be required to agree that
if it does not become a participant or assignee it shall return all materials
furnished to it by or on behalf of the Company in connection with this
Agreement. Notwithstanding anything herein to the contrary,

                                      108
<PAGE>

nonpublic or confidential information shall not include, and each Lender (and
each employee, representative or other agent of any Lender) may disclose to any
and all Persons, without limitation of any kind, the "tax treatment" and "tax
structure" (in each case, within the meaning of Treasury Regulation Section
1.6011-4) of the transactions contemplated hereby and all materials of any kind
(including opinions or other tax analyses) that are or have been provided to
such Lender relating to such tax treatment or tax structure; provided that with
respect to any document or similar item that in either case contains information
concerning such tax treatment or tax structure of the transactions contemplated
hereby as well as other information, this sentence shall only apply to such
portions of the document or similar item that relate to such tax treatment or
tax structure.

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

                              ARTICLE XV: NOTICES

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

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

                           ARTICLE XVI: COUNTERPARTS

                  This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one agreement, and any of the
parties hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Company, the
Administrative Agent and the Lenders and each party has notified the
Administrative Agent by facsimile or telephone, that it has taken such action;
it being understood and agreed that the initial extensions of credit hereunder
shall be subject to the satisfaction of the conditions precedent set forth in
Section 5.1 hereof.

                                      109
<PAGE>

                  [REMAINDER OF THIS PAGE INTENTIONALLY BLANK]

                                      110
<PAGE>

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

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

                                  By: ___________________________
                                  Name:
                                  Title: Managing Director

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



<PAGE>

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

                                  By: ___________________________
                                  Name:
                                  Title:

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

<PAGE>

                                  CBI SERVICES, INC., as a Subsidiary Borrower

                                  By: ___________________________
                                  Name:
                                  Title:

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


<PAGE>

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

                                  By: ___________________________
                                  Name:
                                  Title:

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


<PAGE>

                                  CB&I TYLER COMPANY, as a Subsidiary
                                  Borrower

                                  By: ___________________________
                                  Name:
                                  Title:

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


<PAGE>

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

                                  By: ___________________________
                                  Name:
                                  Title:

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

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


<PAGE>

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

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

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

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

<PAGE>

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

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

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

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

<PAGE>

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

                                  By:___________________________
                                  Name:
                                  Title:

                                  Notice Address:

                                  _____________________________
                                  _____________________________
                                  _____________________________

                                  Attention: ________________________
                                  Telephone: ________________________
                                  Facsimile: ________________________

                                  Lending Installation Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________
<PAGE>

                                  THE NORTHERN TRUST COMPANY, as a
                                  Lender

                                  By:___________________________
                                  Name:
                                  Title:

                                  Notice Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________

                                  Attention: ________________________
                                  Telephone: ________________________
                                  Facsimile: ________________________

                                  Lending Installation Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________

<PAGE>

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

                                  By:___________________________
                                  Name:
                                  Title:
                                  _____________________________
                                  _____________________________
                                  _____________________________

                                  Notice Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________

                                  Attention: ________________________
                                  Telephone: ________________________
                                  Facsimile: ________________________

                                  Lending Installation Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________
<PAGE>

                                  LEHMAN COMMERCIAL PAPER INC., as a
                                  Lender

                                  By:___________________________
                                  Name:
                                  Title:

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

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


<PAGE>

                                  BNP PARIBAS, as a Lender

                                  By:___________________________
                                  Name:
                                  Title:

                                  Notice Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________
                                  Attention: ________________________
                                  Telephone: ________________________
                                  Facsimile: ________________________

                                  Lending Installation Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________


<PAGE>

                                  FORTIS CAPITAL CORP., as a Lender

                                  By:___________________________
                                  Name:
                                  Title:

                                  Notice Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________
                                  Attention: ______________________
                                  Telephone: ________________________
                                  Facsimile: ________________________

                                  Lending Installation Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________

<PAGE>

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

                                  By:___________________________
                                  Name:
                                  Title:

                                  Notice Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________
                                  Attention: ________________________
                                  Telephone: ________________________
                                  Facsimile: ________________________

                                  Lending Installation Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________


<PAGE>

                                  WASHINGTON MUTUAL BANK, as a Lender

                                  By:___________________________
                                  Name:
                                  Title:

                                  Notice Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________
                                  Attention: ________________________
                                  Telephone: ________________________
                                  Facsimile: ________________________

                                  Lending Installation Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________


<PAGE>

                                  KEYBANK NATIONAL ASSOCIATION, as a
                                  Lender

                                  By:___________________________
                                  Name:
                                  Title:

                                  Notice Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________
                                  Attention: ________________________
                                  Telephone: ________________________
                                  Facsimile: ________________________

                                  Lending Installation Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________


<PAGE>

                                  JPMORGAN CHASE BANK, as a Lender

                                  By:___________________________
                                  Name:
                                  Title:

                                  Notice Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________
                                  Attention: ________________________
                                  Telephone:  ________________________
                                  Facsimile:  ________________________

                                  Lending Installation Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________


<PAGE>

                                  REGIONS BANK, as a Lender

                                  By:___________________________
                                  Name:
                                  Title:

                                  Notice Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________
                                  Attention: ________________________
                                  Telephone:  ________________________
                                  Facsimile:  ________________________

                                  Lending Installation Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________


<PAGE>

                                  ALLIED IRISH BANK, PLC, as a Lender

                                  By:___________________________
                                  Name:
                                  Title:

                                  Notice Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________
                                  Attention: ________________________
                                  Telephone:  ________________________
                                  Facsimile:  ________________________

                                  Lending Installation Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________

<PAGE>

                                  STANDARD CHARTERED BANK, as a Lender

                                  By:___________________________
                                  Name:
                                  Title:

                                  Notice Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________
                                  Attention: ________________________
                                  Telephone: ________________________
                                  Facsimile: ________________________

                                  Lending Installation Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________

<PAGE>

                                  HIBERNIA NATIONAL BANK, as a Lender

                                  By:___________________________
                                  Name:
                                  Title:

                                  Notice Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________

                                  Attention: ________________________
                                  Telephone:  ________________________
                                  Facsimile:  ________________________

                                  Lending Installation Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________


<PAGE>

                                  ARAB BANKING CORPORATION, as a Lender

                                  By:___________________________
                                  Name:
                                  Title:

                                  Notice Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________
                                  Attention: ________________________
                                  Telephone: ________________________
                                  Facsimile: ________________________

                                  Lending Installation Address:
                                  _____________________________
                                  _____________________________
                                  _____________________________