<PAGE>   1
                                                                  Exhibit 10.18


                                    EXHIBIT A

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


                              AMENDED AND RESTATED

                                CREDIT AGREEMENT,

                            dated as of May __, 2001,


                                      among

                       GLOBAL POWER EQUIPMENT GROUP, INC.,
                                as the Borrower,


                VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS
                        FROM TIME TO TIME PARTIES HERETO,
                                 as the Lenders,


                             BANKERS TRUST COMPANY,
                     as Administrative Agent for the Lenders

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

                                      with

                          [CREDIT SUISSE FIRST BOSTON],
                              as Syndication Agent

                                       and

                                   [CITIBANK],
                             as Documentation Agent

================================================================================
<PAGE>   2
                                Table of Contents
                                                                           Page


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS...................................3
   Section 1.1  Defined Terms................................................3
   Section 1.2  Use of Defined Terms........................................33
   Section 1.3  Cross-References............................................34
   Section 1.4  Accounting and Financial Determinations.....................34
ARTICLE II COMMITMENT S, BORROWING AND ISSUANCE PROCEDURES,
NOTES AND LETTERS OF CREDIT.................................................34
   Section 2.1  Commitments.................................................34
      2.1.1  Revolving Loan Commitment and Swing Line Loan
             Commitment.....................................................34
      2.1.2  Letter of Credit Commitment....................................35
      2.1.3  Term A Loan Commitment.........................................36
   Section 2.2  Reduction of the Commitment Amounts.........................36
      2.2.1  Optional.......................................................36
      2.2.2  Mandatory .....................................................37
   Section 2.3  Borrowing Procedures........................................37
      2.3.1  Borrowing Procedure............................................37
      2.3.2  Swing Line Loans...............................................37
   Section 2.4  Continuation and Conversion Elections.......................38
   Section 2.5  Funding.....................................................39
   Section 2.6  Issuance Procedures.........................................39
      2.6.1  Other Lenders' Participation...................................40
      2.6.2  Disbursements..................................................40
      2.6.3  Reimbursement..................................................40
      2.6.4  Deemed Disbursements...........................................41
      2.6.5  Nature of Reimbursement Obligations............................41
      2.6.6  Existing Letters of Credit.....................................42
   Section 2.7  Register; Notes.............................................42
   Section 2.8  Additional Facility; Increase in Facilities.................43
ARTICLE III REPAYMENT S, PREPAYMENTS, INTEREST AND FEES.....................44
   Section 3.1  Repayments and Prepayments; Application.....................44
      3.1.1  Repayments and Prepayments.....................................44
      3.1.2  Application ...................................................48
   Section 3.2  Interest Provisions.........................................48
      3.2.1  Rates..........................................................48
      3.2.2  Post-Maturity Rates............................................48
      3.2.3  Payment Dates..................................................49
   Section 3.3  Fees .......................................................49
      3.3.1  Commitment Fee.................................................49
      3.3.2  Agent's Fee ...................................................50
      3.3.3  Letter of Credit Fees..........................................50
ARTICLE IV CERTAIN EURODOLLAR RATE AND OTHER PROVISIONS.....................50
   Section 4.1  Eurodollar Rate Lending Unlawful............................50
   Section 4.2  Deposits Unavailable........................................50


                                       i
<PAGE>   3
                                Table of Contents
                                   (continued)
                                                                           Page

   Section 4.3  Increased Eurodollar Rate Loan Costs, etc...................51
   Section 4.4  Funding Losses..............................................51
   Section 4.5  Increased Capital Costs.....................................52
   Section 4.6  Taxes.......................................................52
   Section 4.7  Payments, Computations, etc.................................54
   Section 4.8  Sharing of Payments.........................................55
   Section 4.9  Setoff......................................................55
   Section 4.10  Replacement of Lenders.....................................56
   Section 4.11  Change of Lending Office...................................57
ARTICLE V CONDITIONS TO CREDIT EXTENSIONS...................................57
   Section 5.1  Effective Date..............................................57
      5.1.1  Resolutions, etc...............................................57
      5.1.2  Transactions Consummated.......................................57
      5.1.3  Revolving Loans; Cash on Hand..................................58
      5.1.4  Closing Date Certificate.......................................59
      5.1.5  Delivery of Notes..............................................59
      5.1.6  Payment of Outstanding Indebtedness, etc.......................59
      5.1.7  Effective Date Fees, Expenses, etc.............................59
      5.1.8  Financial Information, Material Adverse Change.................59
      5.1.9  Opinions of Counsel............................................60
      5.1.10  Filing Agent, etc.............................................60
      5.1.11  Solvency Certificate..........................................60
      5.1.12  Security and Pledge Agreements................................61
      5.1.13  Foreign Pledge Agreements.....................................61
      5.1.14  Patent Security Agreement, Copyright Security
              Agreement and Trademark Security Agreement ...................61
      5.1.15  Mortgage Amendments...........................................62
      5.1.16  Perfection Certificate........................................62
      5.1.17  Insurance ....................................................62
      5.1.18  Litigation ...................................................62
      5.1.19  Approvals ....................................................62
   Section 5.2  All Credit Extensions.......................................62
      5.2.1  Compliance with Warranties, No Default, etc....................62
      5.2.2  Credit Extension Request, etc..................................62
ARTICLE VI REPRESENTATIONS AND WARRANTIES...................................63
   Section 6.1  Organization, etc...........................................63
   Section 6.2  Due Authorization, Non-Contravention, etc...................63
   Section 6.3  Government Approval, Regulation, etc........................64
   Section 6.4  Validity, etc...............................................64
   Section 6.5  Financial Information.......................................64
   Section 6.6  No Material Adverse Change..................................65
   Section 6.7  Litigation..................................................65
   Section 6.8  Labor Matters...............................................65

                                       ii
<PAGE>   4
                                Table of Contents
                                   (continued)
                                                                           Page


   Section 6.9  Subsidiaries................................................65
   Section 6.10  Ownership of Properties....................................66
   Section 6.11  Taxes......................................................66
   Section 6.12  Pension and Welfare Plans..................................66
   Section 6.13  Environmental Warranties...................................66
   Section 6.14  Accuracy of Information....................................68
   Section 6.15  Regulations U and X........................................68
   Section 6.16  Status of Obligations as Senior Indebtedness, etc..........68
   Section 6.17  Solvency...................................................68
   Section 6.18  Other Representations and Warranties.......................68
ARTICLE VII COVENANTS.......................................................69
   Section 7.1  Affirmative Covenants.......................................69
      7.1.1  Financial Information, Reports, Notices, etc...................69
      7.1.2  Maintenance of Existence; Compliance with Laws, etc............71
      7.1.3  Maintenance of Properties......................................71
      7.1.4  Insurance......................................................72
      7.1.5  Bank Meeting; Books and Records................................73
      7.1.6  Environmental Law Covenant.....................................74
      7.1.7  Use of Proceeds................................................74
      7.1.8  Mortgages .....................................................75
      7.1.9  Future Subsidiaries............................................75
      7.1.10  Additional Collateral.........................................78
   Section 7.2  Negative Covenants..........................................78
      7.2.1  Business Activities............................................78
      7.2.2  Indebtedness ..................................................78
      7.2.3  Liens..........................................................82
      7.2.4  Financial Condition and Operations.............................83
      7.2.5  Investments ...................................................84
      7.2.6  Restricted Payments, etc.......................................86
      7.2.7  Capital Expenditures, etc......................................87
      7.2.8  No Prepayment of Subordinated Debt.............................88
      7.2.9  Capital Stock of Subsidiaries. ................................88
      7.2.10  Consolidation, Merger, etc....................................89
      7.2.11  Permitted Dispositions........................................89
      7.2.12  Modification of Certain Agreements............................90
      7.2.13  Transactions with Affiliates..................................90
      7.2.14  Restrictive Agreements, etc...................................91
      7.2.15  Sale and Leaseback............................................92
      7.2.16  Take or Pay Contracts.........................................92
      7.2.17  Accounting Changes............................................92
ARTICLE VIII EVENTS OF DEFAULT..............................................92
   Section 8.1  Listing of Events of Default................................92
      8.1.1  Non-Payment of Obligations.....................................93


                                      iii
<PAGE>   5
                                Table of Contents
                                   (continued)
                                                                           Page

      8.1.2  Breach of Warranty.............................................93
      8.1.3  Non-Performance of Certain Covenants and Obligations...........93
      8.1.4  Non-Performance of Other Covenants and Obligations.............93
      8.1.5  Default on Other Indebtedness..................................93
      8.1.6  Judgments .....................................................93
      8.1.7  Pension Plans..................................................94
      8.1.8  Change in Control..............................................94
      8.1.9  Bankruptcy, Insolvency, etc....................................94
      8.1.10  Impairment of Security, etc...................................95
      8.1.11  Failure of Subordination......................................95
   Section 8.2  Action if Bankruptcy........................................95
   Section 8.3  Action if Other Event of Default............................95
ARTICLE IX THE AGENT........................................................96
   Section 9.1  Appointments and Authorizations; Actions....................96
   Section 9.2  Funding Reliance, etc.......................................97
   Section 9.3  Exculpation.................................................97
   Section 9.4  Successor...................................................98
   Section 9.5  Credit Extensions by each Agent.............................98
   Section 9.6  Credit Decisions............................................98
   Section 9.7  Copies, etc.................................................99
   Section 9.8  Reliance by Agents..........................................99
   Section 9.9  Notice of Defaults..........................................99
   Section 9.10  Other Titles..............................................100
ARTICLE X MISCELLANEOUS PROVISIONS.........................................100
   Section 10.1  Waivers, Amendments, etc..................................100
      10.1.1  Waiver and Amendment Requirements............................100
      10.1.2  Replacement of Non-Consenting Lenders........................103
   Section 10.2  Notices; Time.............................................104
   Section 10.3  Payment of Costs and Expenses.............................104
   Section 10.4  Indemnification...........................................105
   Section 10.5  Survival..................................................106
   Section 10.6  Severability..............................................106
   Section 10.7  Headings..................................................106
   Section 10.8  Execution in Counterparts.................................106
   Section 10.9  Governing Law; Entire Agreement...........................106
   Section 10.10  Successors and Assigns...................................107
   Section 10.11  Sale and Transfer of Credit Extensions;
                  Participations in Credit Extensions Notes................107
      10.11.1  Assignments.................................................107
      10.11.2  Participations..............................................109
   Section 10.12  Other Transactions.......................................110
   Section 10.13  Independence of Covenants................................110
   Section 10.14  Confidentiality..........................................110


                                       iv
<PAGE>   6
                                Table of Contents
                                   (continued)
                                                                           Page


   Section 10.15  Forum Selection and Consent to Jurisdiction..............111
   Section 10.16  Waiver of Jury Trial.....................................112


                                       v
<PAGE>   7
EXHIBIT A-1 -     Form of Revolving Note
EXHIBIT A-2 -     Form of Swing Line Note
EXHIBIT A-3 -     Form of Term A Note
EXHIBIT B-1 -     Form of Borrowing Request
EXHIBIT B-2 -     Form of Issuance Request
EXHIBIT C   -     Form of Continuation/Conversion Notice
EXHIBIT D   -     Form of Borrower Closing Date Certificate
EXHIBIT E   -     Form of Compliance Certificate
EXHIBIT F   -     Form of Subsidiary Guaranty
EXHIBIT G-1 -     Form of Borrower Security and Pledge Agreement
EXHIBIT G-2 -     Form of Subsidiary Security and Pledge Agreement
EXHIBIT G-3 -     Form of Mortgage
EXHIBIT H   -     Form of Perfection Certificate
EXHIBIT I   -     Form of Solvency Certificate
EXHIBIT J   -     Form of Interco Subordination Agreement
EXHIBIT K   -     Form of Lender Assignment Agreement

DISCLOSURE SCHEDULE
Item 1.1      Existing Management
Item 2.6.6    Existing Letters of Credit
Item 6.9      Subsidiaries
Item 6.10     Ownership of Properties
Item 6.11     Taxes
Item 7.1.4    Insurance
Item 7.2.2(c) Indebtedness Existing as of the Effective Date
Item 7.7.3(c) Liens Existing as of the Effective Date
Item 7.2.5(a) Investments Existing as of the Effective Date


                                      -vi-
<PAGE>   8
                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

         THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May __, 2001,
is made by and among GLOBAL POWER EQUIPMENT GROUP, INC. (formerly known as GEEG,
Inc.), a Delaware corporation (the "Borrower") and successor by the Mergers
defined below to each of Global Energy Equipment Group, L.L.C. and GEEG
Holdings, L.L.C., the various financial institutions and other Persons from time
to time parties hereto (the "Lenders"), and BANKERS TRUST COMPANY ("Bankers
Trust"), as administrative agent (in such capacity, the "Administrative Agent")
for the Lenders.

                              W I T N E S S E T H:

                  WHEREAS, Global Energy Equipment Group, L.L.C., a Delaware
limited liability company ("GEEG"), GEEG Holdings, L.L.C., a Delaware limited
liability company ("Holdings"), the Administrative Agent and certain financial
institutions (the "Existing Lenders") have entered into that certain Credit
Agreement dated as of August 1, 2000 (as amended, the "Existing Credit
Agreement"), whereunder the Existing Lenders agreed to: (i) make term loans to
GEEG in the original aggregate principal amount of $30,000,000 maturing on July
28, 2006 (the "Existing Term A Loan"), (ii) make term loans to GEEG in the
original aggregate principal amount of $110,000,000 maturing on July 28, 2008
(the "Existing Term B Loan"), (iii) make term loans to GEEG in the original
aggregate principal amount of $15,000,000 maturing on July 28, 2006 ("Existing
Term C Loan") and (iv) provide a revolving credit facility with a letter of
credit subfacility to GEEG in an aggregate amount not to exceed $55,000,000 at
any time outstanding and maturing on July 28, 2006 (the "Existing Revolving
Loan" and together with the Existing Term A Loan, the Existing Term B Loan and
the Existing Term C Loan, the "Existing Loans");

                  WHEREAS, immediately prior to giving effect to the
Transactions defined below, Harvest Partners III, L.P. ("Harvest Partners") and
its co-investors and certain current equity owners and management employees of
Holdings (collectively, the "Equity Investors"), GEEG Acquisition Holdings
Corp., a Delaware corporation ("GEEG Acquisition Holdings Co.") and GEEG
Acquisition Holdings LLC, a Delaware limited liability company ("GEEG
Acquisition Holdings LLC") owned 100% of the issued and outstanding Capital
Stock of Holdings;

                  WHEREAS, in connection with the Transactions, and pursuant to
the Transaction Documents, GEEG Acquisition Holdings LLC and the Equity
Investors contributed all of the Capital Stock of Holdings owned by them to the
Borrower in exchange for Borrower Common Stock, and simultaneously therewith,
GEEG Acquisition Holdings Co. contributed substantially all of its assets
(consisting of Capital Stock of Holdings) to the Borrower in exchange for
Borrower Common Stock (collectively, the "Contributions");

                  WHEREAS, immediately prior to giving effect to the
Transactions, Holdings owned all of the issued and outstanding Capital Stock of
GEEG, and, in connection with the Transactions, and pursuant to the Transaction
Documents, Holdings and GEEG immediately prior to giving effect to the
Transactions, consummated a merger of GEEG with and into Holdings (the "First
Step Merger") with Holdings as the surviving entity and pursuant to which
Holdings assumed all of the obligations of GEEG (including all the Existing
Loans);
<PAGE>   9
                  WHEREAS, immediately following the Contributions and the First
Step Merger and immediately prior to the consummation of the IPO defined below,
the Borrower owned all of the issued and outstanding Capital Stock of Holdings,
and in connection with the Transactions, and pursuant to the Transaction
Documents, the Borrower and Holdings consummated a merger of Holdings with and
into the Borrower (the "Second Step Merger" and together with the First Step
Merger, the "Mergers") with the Borrower as the surviving entity and pursuant to
which the Borrower assumed all of the obligations of Holdings (including all the
Existing Loans and certain options to purchase Holdings Capital Stock, which
options will be converted into options to purchase Borrower Common Stock);

                  WHEREAS, substantially concurrent with the Mergers, the
Borrower consummated an initial public offering of shares of Borrower Common
Stock pursuant to an underwritten public offering registered on Form S-1 with
the Securities and Exchange Commission (the "IPO");

                  WHEREAS, the cash proceeds of the IPO were used (i) to repay
Existing Loans and related interest, costs, fees and expenses under the Existing
Credit Agreement (including, without limitation, breakage costs pursuant to
Section 4.4 of the Existing Credit Agreement) aggregating to approximately
[$78,700,000] (the "Prepayment"), (ii) to repay in part Subordinated Loans
(including, without limitation, premium of approximately $3,000,000) under and
as defined in the Subordinated Debt Documents aggregating to approximately
$25,500,000 (as increased pursuant to the terms of Section 5.1.2(c), the "Sub
Debt Prepayment"), (iii) to pay dividends on outstanding Preferred Membership
Interests aggregating to approximately [$6,800,00] (the "Dividend Payments" and
together with the Contributions, the Mergers, the IPO, the Prepayment, the Sub
Debt Prepayment and all transactions related thereto, including those described
in the recitals hereto, the "Transactions"), (iv) to pay not more than
$16,000,000 in fees and expenses related to the Transactions and (v) for general
corporate purposes (including tax payments and excess distributions to members
of Holdings in an aggregate amount reasonably satisfactory to the Administrative
Agent);

                  WHEREAS, the Continuing Lenders (as defined in the AAR
Agreement) are willing to continue to make term loans and to continue to extend
commitments to make revolving credit loans and the Additional Lenders (as
defined in the AAR Agreement) are willing to make the term loans and to extend
commitments to make revolving credit loans to the Borrower, in each case for the
respective purposes specified above and only on the terms and subject to the
conditions set forth herein;

                  WHEREAS, the Borrower, the Existing Lenders (including the
Continuing Lenders), the Additional Lenders and the Administrative Agent now
desire to amend and restate the Existing Credit Agreement to, among other
things, permit the Transactions and to restate the Existing Credit Agreement to
reflect the amendments thereto; and

                  WHEREAS, this Agreement shall become effective upon the date
on which (i) the Assignment, Amendment and Restatement Agreement dated as of the
date hereof has been duly executed by the Borrower, the Administrative Agent,
the Continuing Lenders, the Departing Lenders and the Additional Lenders (the
"AAR Agreement") and (ii) the Borrower has satisfied all of the conditions
precedent more particularly set forth in Section 5.1 (but in the event such

                                       2
<PAGE>   10
conditions have not been satisfied or waived on or before June 15, 2001, this
Agreement shall be of no force or effect and the Existing Credit Agreement shall
continue in full force and effect).

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

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

         Section I.1 Defined Terms. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

         "AAR Agreement" is defined in the recitals hereto.

         "Acquired Person" is defined in clause (m) of Section 7.2.2.

         "Acquisition" means the acquisition, by purchase or otherwise, of all
or substantially all of the assets (or any part of the assets constituting all
or substantially all of a business or line of business) of any Person, whether
such acquisition is direct or indirect, including through the acquisition of the
Capital Stock of, such Person, and whether such acquisition is effected in a
single transaction or in a series of related transactions.

         "Administrative Agent" is defined in the preamble and includes each
other Person appointed as the successor Administrative Agent pursuant to Section
9.4.

         "Affected Lender" is defined in Section 4.10.

         "Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person. "Control" of a Person means the power, directly or indirectly, to vote
10% or more of the Capital Stock (on a fully diluted basis) of such Person
having ordinary voting power for the election of directors, managing members or
general partners (as applicable); or to direct or cause the direction of the
management and policies of such Person (whether by contract or otherwise).

         "Agent's Fee Letter" means the confidential letter captioned "Fee
Letter", dated April 16, 2001, between the Administrative Agent, Deutsche Banc
Alex. Brown and Global Energy Equipment Group, L.L.C.

         "Agreement" means, on any date, this Amended and Restated Credit
Agreement as originally in effect on the Effective Date and as thereafter from
time to time amended, supplemented, amended and restated or otherwise modified
from time to time and in effect on such date.

         "Alternate Base Rate" means, on any date and with respect to all Base
Rate Loans, a fluctuating rate of interest per annum (rounded upward, if
necessary, to the next highest 1/100 of 1%) equal to the higher of

                                       3
<PAGE>   11
                  (a) the Reference Rate in effect on such day; and

                  (b) the Federal Funds Rate in effect on such day plus 1/2 of
         1%.

         Changes in the rate of interest on that portion of any Loans maintained
as Base Rate Loans will take effect simultaneously with each change in the
Alternate Base Rate. The Administrative Agent will give notice promptly to the
Borrower and the Lenders of changes in the Alternate Base Rate; provided, that
the failure to give such notice shall not affect the Alternate Base Rate in
effect after such change.

         "Applicable Margin" means, at all times during the applicable periods
set forth below,

                  (a) from the Effective Date to (but excluding) the date upon
         which the Compliance Certificate for the first full Fiscal Quarter to
         have commenced and ended after the Effective Date is required to be
         delivered by the Borrower to the Administrative Agent pursuant to
         clause (c) of Section 7.1.1, with respect to the unpaid principal
         amount of each

                           (i) Swing Line Loan (which shall be borrowed and
                  maintained only as a Base Rate Loan), Revolving Loan and Term
                  A Loan maintained as a Base Rate Loan, ____ %(1); and

                           (ii) Revolving Loan and Term A Loan maintained as a
                  Eurodollar Rate Loan, ____ %(2).

                  (b) at all times from and after the date the Compliance
         Certificate described in clause (a) above is required to be delivered,
         with respect to the unpaid principal amount of each Swing Line Loan
         (which shall be borrowed and maintained only as a Base Rate Loan),
         Revolving Loan and Term A Loan, the rate per annum determined by
         reference to the applicable Leverage Ratio set forth below under the
         column entitled "Applicable Margin for Base Rate Loans", in the case of
         such Loans made or maintained as Base Rate Loans, or by reference to
         the applicable Leverage Ratio and at the applicable percentage per
         annum set forth below under the column entitled "Applicable Margin for
         Eurodollar Rate Loans", in the case of such Loans made or maintained as
         Eurodollar Rate Loans:

<TABLE>
<CAPTION>
                                                                 Applicable                 Applicable
                             Leverage                            Margin For                 Margin for
                               Ratio                           Base Rate Loans         Eurodollar Rate Loans
                               -----                           ---------------         ---------------------
<S>                                                            <C>                     <C>
         greater than or equal to 2.00:1.00                         1.25%                     2.25%
</TABLE>


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

(1) Either (A) 0.50% per annum if the gross cash proceeds received by the
Borrower from the IPO are $125,000,000 or more or (B) 0.75% per annum if the
gross cash proceeds received by the Borrower from the IPO are less than
$125,000,000.

(2) Either (A) 1.50% per annum if the gross cash proceeds received by the
Borrower from the IPO are $125,000,000 or more or (B) 1.75% per annum if the
gross cash proceeds received by the Borrower from the IPO are less than
$125,000,000.


                                       4
<PAGE>   12
<TABLE>
<S>                                                                 <C>                     <C>
         greater than or equal to 1.50:1.00 and less than
         2.00:1.00                                                  0.75%                   1.75%

         greater than or equal to 1.00:1.00 and less than
         1.50:1.00                                                  0.25%                   1.25%

         less than 1.00:1.00                                        0.00%                   1.00%
</TABLE>


The Leverage Ratio used to compute the Applicable Margin shall be the Leverage
Ratio set forth in the Compliance Certificate most recently delivered by the
Borrower to the Administrative Agent; changes in the Applicable Margin resulting
from a change in the Leverage Ratio shall become effective upon delivery by the
Borrower to the Administrative Agent of a new Compliance Certificate pursuant to
clause (c) of Section 7.1.1. If the Borrower shall fail to deliver a Compliance
Certificate by the delivery due date specified in such clause, the Applicable
Margin from and including the day immediately following such delivery due date
to (but excluding) the date the Borrower delivers to the Administrative Agent a
Compliance Certificate shall conclusively be equal to the highest Applicable
Margin set forth above. Notwithstanding anything to the contrary in this
definition, at any time a Payment Default exists and is continuing, the
Applicable Margin shall conclusively be equal to the highest Applicable Margin
set forth above.

         "Assignee Lender" is defined in Section 10.11.1.

         "Assignor Lender" is defined in Section 10.11.1.

         "Attributable Debt" is defined in Section 7.2.15.

         "Authorized Officer" is defined in clause (b) of Section 5.1.1.

         "Bankers Trust" is defined in the preamble.

         "Base Rate Loan" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.

         "Borrower" is defined in the preamble.

         "Borrower Closing Date Certificate" means the closing date certificate
executed and delivered by the Borrower pursuant to the terms of this Agreement,
substantially in the form of Exhibit D hereto.

         "Borrower Common Stock" means the Borrower's common stock, $.01 par
value per share.

         "Borrower Security and Pledge Agreement" means the Amended and Restated
Security and Pledge Agreement executed and delivered by an Authorized Officer of
the Borrower pursuant to Section 5.1.13, substantially in the form of Exhibit
G-1 hereto, as amended, supplemented, amended and restated or otherwise modified
from time to time.

                                       5
<PAGE>   13
         "Borrowing" means the Loans of the same type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by all Lenders
required to make such Loans on the same Business Day and pursuant to the same
Borrowing Request in accordance with Section 2.1.

         "Borrowing Request" means a Loan request and certificate duly executed
by an Authorized Officer of the Borrower, substantially in the form of Exhibit
B-1 hereto.

         "Business Day" means

                  (a) any day which is neither a Saturday or Sunday nor a legal
         holiday on which banks are authorized or required to be closed in New
         York, New York; and

                  (b) relative to the making, continuing, prepaying or repaying
         of any Eurodollar Rate Loans, any day which is a Business Day described
         in clause (a) above and which is also a day on which dealings in
         Dollars are carried on in the London interbank eurodollar market.

         "Capital Expenditures" means, for any period, the aggregate amount of
all expenditures of the Borrower and its Subsidiaries for fixed or capital
assets (including capitalized costs in respect of intellectual property) made
during such period which, in accordance with GAAP, would be classified as
capital expenditures.

         "Capital Stock" means, with respect to any Person, any and all shares,
interests (including membership interests in limited liability companies),
participations or other equivalents (however designated, whether voting or
non-voting) of such Person's capital, whether now outstanding or issued after
the Effective Date.

         "Capitalized Lease Liabilities" means all monetary obligations of the
Borrower or any of its Subsidiaries under any leasing or similar arrangement
which have been (or, in accordance with GAAP, should be) classified as
capitalized leases, and for purposes of each Loan Document the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP, and the stated maturity thereof shall be the date of the last payment
of rent or any other amount due under such lease prior to the first date upon
which such lease may be terminated by the lessee without payment of a premium or
a penalty.

         "Cash Collateralize" means, with respect to a Letter of Credit, the
deposit of immediately available funds into a cash collateral account maintained
with (or on behalf of) the Administrative Agent on terms reasonably satisfactory
to the Administrative Agent in an amount equal to the Stated Amount of such
Letter of Credit.

         "Cash Equivalent Investment" means, at any time:

                  (a) any direct obligation of (or obligation unconditionally
         guaranteed by) the United States of America or a State thereof (or any
         agency or political subdivision thereof, to the extent such obligations
         are supported by the full faith and credit of the United States of
         America or a State thereof) maturing not more than six months after
         such time;

                                       6
<PAGE>   14
                  (b) commercial paper maturing not more than 180 days from the
         date of issue, which is issued by

                           (i) a corporation (other than an Affiliate of any
                  Obligor) organized under the laws of any State of the United
                  States or of the District of Columbia and rated A-1 or higher
                  by S&P or P-1 or higher by Moody's, or

                           (ii) any Lender (or its holding company);

                  (c) any certificate of deposit, time deposit or bankers
         acceptance, maturing not more than six months after its date of
         issuance, which is issued by either

                           (i) any bank organized under the laws of the United
                  States (or any State thereof) and which has (x) a credit
                  rating of A2 or higher from Moody's or A or higher from S&P
                  and (y) a combined capital and surplus greater than
                  $500,000,000, or

                           (ii) any Lender; or

                  (d) any repurchase agreement having a term of 7 days or less
         entered into with any Lender or any commercial banking institution
         satisfying the criteria set forth in clause (c)(i) which

                  (e) is secured by a fully perfected security interest in any
         obligation of the type described in clause (a), and

                  (f) has a market value at the time such repurchase agreement
         is entered into of not less than 100% of the repurchase obligation of
         such commercial banking institution thereunder.

         "Casualty Event" means the damage, destruction or condemnation, as the
case may be, of any property of the Borrower or any of its Subsidiaries.

         "Casualty Proceeds" means, with respect to any Casualty Event, the
amount of any insurance proceeds or condemnation awards received by the Borrower
or any of its Subsidiaries in connection therewith, but excluding any proceeds
or awards required to be paid to a creditor (other than any Secured Party) which
holds a first-priority Lien permitted by Section 7.2.3 on the property which is
the subject of such Casualty Event.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended.

         "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

         "Change of Control" means (i) the sale, lease or transfer of all or
substantially all of the Borrower's assets to any Person or group (as such term
is used in Section 13(d)(3) of the Exchange Act), (ii) the liquidation or
dissolution of the Borrower, (iii) (A) any Person or group (as such term is used
in Section 13(d)(3) of the Exchange Act) (other than the Permitted Holders)

                                       7
<PAGE>   15
shall at any time become the owner, directly or indirectly, beneficially or of
record, of shares representing more than (x) 20% of the outstanding Voting Stock
of the Borrower or (y) the aggregate number of shares of outstanding Voting
Stock of the Borrower (including fully vested options to acquire Voting Stock of
the Borrower held by the Existing Management) owned beneficially and of record
by Harvest Partners and the Existing Management, or (B) the replacement of a
majority of the directors on the board of directors of the Borrower over a
two-year period from the directors who constituted the board of directors of the
Borrower at the beginning of such period, and such replacement shall not have
been approved by a vote of at least a majority of the board of directors of the
Borrower then still in office who either were members of such board of directors
at the beginning of such period or whose election as a member of such Board of
Directors was previously so approved, or (iv) a "Change of Control" (or other
similarly used defined term) under and as defined in any of the Subordinated
Debt Documents.

         "Closing Date" means August 1, 2000.

         "Code" means the Internal Revenue Code of 1986, and the final and
temporary regulations thereunder, in each case as amended, reformed or otherwise
modified from time to time.

         "Commitment" means, as the context may require, a Lender's Term A Loan
Commitment, Revolving Loan Commitment or Letter of Credit Commitment, or the
Swing Line Lender's Swing Line Loan Commitment.

         "Commitment Amount" means, as the context may require, the Term A Loan
Commitment Amount, the Revolving Loan Commitment Amount, the Letter of Credit
Commitment Amount or the Swing Line Loan Commitment Amount.

         "Commitment Fee" means, a fee which shall accrue at a rate of -1/2 of
1% per annum.

         "Commitment Letter" means the confidential letter captioned "Commitment
Letter", dated April 16, 2001 between the Administrative Agent, Deutsche Banc
Alex. Brown Inc. and Global Energy Equipment Group, L.L.C., together with
Exhibit A thereto.

         "Commitment Termination Date" means, as the context may require, the
Term A Loan Commitment Termination Date, or the Revolving Loan Commitment
Termination Date.

         "Commitment Termination Event" means

                  (a) the occurrence of any Event of Default with respect to the
         Borrower described in clauses (a) through (d) of Section 8.1.9; or

                  (b) the occurrence and continuance of any other Event of
         Default and either

                           (i) the declaration of all or any portion of the
                  Loans to be due and payable pursuant to Section 8.3, or

                                       8
<PAGE>   16
                           (ii) the giving of notice by the Administrative
                  Agent, acting at the direction of the Required Lenders, to the
                  Borrower that the Commitments referred to in such notice have
                  been terminated.

         "Compliance Certificate" means a certificate duly completed and
executed by the chief financial or accounting Authorized Officer of the
Borrower, substantially in the form of Exhibit E hereto, together with such
changes thereto as the Administrative Agent may from time to time reasonably
request for the purpose of conforming the terms thereof with the terms hereof.

         "Contingent Liability" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the Indebtedness of any
other Person (other than by endorsements of instruments in the course of
collection), or guarantees the payment of dividends or other distributions upon
the Capital Stock of any other Person; provided that Contingent Liabilities
shall not include customary indemnities set forth in agreements entered into in
the ordinary course of business between the Borrower and its Subsidiaries, on
the one hand, and their customers on the other hand. The amount of any Person's
obligation under any Contingent Liability shall (subject to any limitation set
forth therein) be deemed to be the outstanding principal amount of the debt,
obligation or other liability guaranteed thereby.

         "Continuation/Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the
Borrower, substantially in the form of Exhibit C hereto.

         "Contributions" is defined in the recitals hereto.

         "Controlled Group" means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414(b) or 414(c) of the
Code or Section 4001 of ERISA.

         "Copyright Security Agreement" means any Copyright Security Agreement
executed and delivered by any Obligor in substantially the form of Exhibit D to
the applicable Security and Pledge Agreement, as amended, supplemented, amended
and restated or otherwise modified from time to time.

         "Credit Documents" means, collectively, the Loan Documents and each
Rate Protection Agreement.

         "Credit Extension" means, as the context may require,

                  (a) the making of a Loan by a Lender; or

                  (b) the issuance of any Letter of Credit, or the extension of
         any Stated Expiry Date of any existing Letter of Credit, by the Issuer.


                                       9
<PAGE>   17
         "Credit Extension Request" means, as the context may require, any
Borrowing Request or Issuance Request.

         "Current Assets" means, on any date, without duplication, all assets
which, in accordance with GAAP, would be included as current assets on a
consolidated balance sheet of the Borrower and its Subsidiaries at such date as
current assets.

         "Current Liabilities" means, on any date, without duplication, all
amounts which, in accordance with GAAP, would be included as current liabilities
on a consolidated balance sheet of the Borrower and its Subsidiaries at such
date, excluding current maturities of Indebtedness.

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

         "Disbursement" is defined in Section 2.6.2.

         "Disbursement Date" is defined in Section 2.6.2.

         "Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I, as it may be amended, supplemented, amended and restated or
otherwise modified from time to time by the Borrower with (unless otherwise
provided hereunder) the written consent of the Required Lenders.

         "Disposition" (or similar words such as "Dispose") means any sale,
transfer, lease, contribution or other conveyance (including by way of merger)
of, or the granting of options, warrants or other rights to, any of the
Borrower's or its Subsidiaries' assets (including accounts receivables and
Capital Stock of Subsidiaries) to any Person other than to the Borrower or
another Subsidiary in a single transaction or series of related transactions.

         "Dividend Payments" is defined in the recitals hereto.

         "Dollar" and the sign "$" mean lawful money of the United States.

         "Domestic Office" means the office of a Lender designated as its
"Domestic Office" on its signature page hereto or in a Lender Assignment
Agreement, or such other office within the United States as may be designated
from time to time by notice from such Lender to the Administrative Agent and the
Syndication Agent and the Borrower.

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

         "EBITDA" means, with respect to any Person for any applicable period,
the sum of

                  (a) Net Income of such Person,

         plus

                  (b) to the extent deducted in determining such Net Income
         (without duplication), the sum of (i) income tax expense (whether paid
         or deferred), (ii) Interest Expense, (iii) fees, costs and expenses
         paid by the Borrower or any of its Subsidiaries in

                                       10
<PAGE>   18
         respect of the Transaction in an amount not exceeding $16,000,000, (iv)
         amounts attributable to amortization and depreciation of assets and (v)
         other non-cash charges (including, and together with, non-cash charges
         resulting from the granting to officers and employees of the Borrower
         and its Subsidiaries of options to acquire Capital Stock of the
         Borrower to the extent such charges arise in respect of the
         differential between the exercise price of such options and the fair
         market value of such Capital Stock at the time of such grant or at any
         time thereafter prior to the exercise hereof),

         minus

                  (c) to the extent included in such Net Income, non-cash
         credits.

         "Effective Date" means May ___, 2001.

         "Environmental Laws" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules, regulations and guidelines (including
consent decrees and administrative orders) relating to public health and safety
and protection of the environment, including the Clean Air Act, as amended, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, the Superfund Amendments and Reauthorization Act of 1986, as amended,
the Resource Conservation and Recovery Act of 1976, as amended, the Toxic
Substances Control Act of 1976, as amended, the Federal Water Pollution Control
Act Amendments of 1972, the Clean Water Act of 1977, as amended, the Hazardous
Materials Transportation Act, as amended, any so-called "Superfund" and
"Superlien" law (including those already referenced in this definition), and any
other law having a similar subject matter.

         "Equity Investors" is defined in the recitals hereto.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto of similar import, together with the
regulations thereunder, in each case as in effect from time to time. References
to Sections of ERISA also refer to any successor Sections thereto.

         "Eurodollar Rate" means, relative to any Interest Period for Eurodollar
Rate Loans, the rate of interest determined by the Administrative Agent to be
equal to the average (rounded upwards, if necessary, to the nearest 1/100 of 1%)
of the rate per annum at which Dollar deposits in immediately available funds
are offered by Bankers Trust in the interbank eurodollar market as at or about
10:00 a.m. New York City time two Business Days prior to the beginning of such
Interest Period for delivery on the first day of such Interest Period, and in an
amount approximately equal to the amount of the Administrative Agent's
Eurodollar Rate Loan and for a period approximately equal to such Interest
Period.

         "Eurodollar Rate Loan" means a Loan bearing interest, at all times
during an Interest Period applicable to such Loan, at a rate of interest
determined by reference to the Eurodollar Rate (Reserve Adjusted).

         "Eurodollar Rate (Reserve Adjusted)" means, relative to any Loan to be
made, continued or maintained as, or converted into, a Eurodollar Rate Loan for
any Interest Period, a rate per

                                       11
<PAGE>   19
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined
pursuant to the following formula:

           Eurodollar Rate       =              Eurodollar Rate
          (Reserve Adjusted)             -------------------------------
                                         1.00 - LIBOR Reserve Percentage

The Eurodollar Rate (Reserve Adjusted) for any Interest Period for Eurodollar
Rate Loans will be determined by the Administrative Agent on the basis of the
LIBOR Reserve Percentage in effect two Business Days before the first day of
such Interest Period. The determination of the Eurodollar Rate (Reserve
Adjusted) by the Administrative Agent shall, so long as made in accordance with
the provisions of this definition, be conclusive and binding on the Borrower
absent manifest error.

         "Event of Default" is defined in Section 8.1.

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

         "Exemption Certificate" is defined in clause (e) of Section 4.6.

         "Existing Credit Agreement" is defined in the recitals hereto.

         "Existing Lenders" is defined in the recitals hereto.

         "Existing Letters of Credit" means those Letters of Credit issued by
the Issuer outstanding on the Effective Date and listed in Item 2.6.6 of the
Disclosure Schedule.

         "Existing Loans" is defined in the recitals hereto.

         "Existing Management" means each of the management employees of the
Borrower and its Subsidiaries identified in Item 1.1 of the Disclosure Schedule.

         "Existing Revolving Loan" is defined in the recitals hereto.

         "Existing Term A Loan" is defined in the recitals hereto.

         "Existing Term B Loan" is defined in the recitals hereto.

         "Existing Term C Loan" is defined in the recitals hereto.

         "Federal Funds Rate" means, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including any
such successor publication, "H.15(519)") on the preceding Business Day opposite
the caption "Federal Funds (Effective)"; or, if for any relevant day such rate
is not so published on any such preceding Business Day, the rate for such day
will be the arithmetic mean as determined by the Administrative Agent of the
rates for the last transaction in overnight Federal funds arranged prior to 9:00
a.m. (New York City time) on that day by each of three leading brokers of
Federal funds transactions in New York City selected by the Administrative
Agent.

         "Filing Agent" is defined in Section 5.1.10.


                                       12
<PAGE>   20
         "Filing Statements" is defined in Section 5.1.10.

         "First Step Merger" is defined in the recitals hereto.

         "Fiscal Month" shall mean a period, determined by the Borrower, to be
no shorter than four (4) weeks and no longer than five (5) weeks.

         "Fiscal Quarter" means a quarter ending on a day specified in Section
7.2.17.

         "Fiscal Year" means any period of twelve consecutive calendar months
ending on a day specified in Section 7.2.17; references to a Fiscal Year with a
number corresponding to any calendar year (e.g., the "2001 Fiscal Year") refer
to the Fiscal Year ending on the relevant day specified in Section 7.2.17 of
such calendar year.

         "Fixed Charge Coverage Ratio" means, as of the close of any Fiscal
Quarter, the ratio computed for the period consisting of such Fiscal Quarter and
each of the three immediately preceding Fiscal Quarters of:

                  (a) EBITDA (for all such Fiscal Quarters) of the Borrower
         minus Capital Expenditures (for all such Fiscal Quarters) of the
         Borrower and its Subsidiaries;

         to

                  (b) the sum (for all such Fiscal Quarters) of, without
         duplication, (i) Interest Expense of the Borrower during such period
         and (ii) scheduled principal repayments of Indebtedness of the Borrower
         and its Subsidiaries required to be made during such period;

provided, that for purposes of calculating the Fixed Charge Coverage Ratio, Net
Income, Capital Expenditures, Interest Expense, amounts referred to in
subclauses (i) and (iv) of the definition of EBITDA, and scheduled principal
repayments of Indebtedness (i) for the four Fiscal Quarter period ending the
last day of the third Fiscal Quarter of 2001, shall equal the actual amounts of
each such component for the period from the first day of the third Fiscal
Quarter of 2001 to the last day of the third Fiscal Quarter of 2001 multiplied
by four, (ii) for the four Fiscal Quarter period ending on the last day of the
fourth Fiscal Quarter of 2001, shall equal the actual amount of each such
component for the period from the first day of the third Fiscal Quarter of 2001
to the last day of the fourth Fiscal Quarter of 2001 multiplied by two and (iii)
for the four Fiscal Quarter period ending on the last day of the first Fiscal
Quarter of 2002, shall equal the actual amount of each such component for the
period from the first day of the third Fiscal Quarter of 2001 to the last day of
the first Fiscal Quarter of 2002 multiplied by 4/3.

         "Foreign Pledge Agreement" means any supplemental pledge agreement
governed by the laws of a jurisdiction other than the United States or a State
thereof executed and delivered by the Borrower or any of its Subsidiaries
pursuant to the terms of this Agreement, in form and substance reasonably
satisfactory to the Administrative Agent, as may be necessary or desirable under
the laws of organization or incorporation of a Subsidiary to further protect or
perfect the Lien on and security interest in any Collateral (as defined in the
Security and Pledge Agreement).

                                       13
<PAGE>   21
         "Foreign Subsidiary" means any Subsidiary of the Borrower which is
organized under the laws of any jurisdiction outside of the United States of
America.

         "F.R.S. Board" means the Board of Governors of the Federal Reserve
System or any successor thereto.

         "GAAP" is defined in Section 1.4.

         "GEEG" is defined in the recitals hereto.

         "GEEG Acquisitions Holdings Co." is defined in the recitals hereto.

         "GEEG Acquisitions Holdings LLC" is defined in the recitals hereto.

         "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
such governments.

         "Harvest Partners" is defined in the recitals hereto.

         "Hazardous Material" means

                  (a) any "hazardous substance", as defined by CERCLA;

                  (b) any "hazardous waste", as defined by the Resource
         Conservation and Recovery Act, as amended;

                  (c) any solid waste that is generated in the diagnosis,
         treatment (e.g., provision of medical services) or immunization of
         human beings or animals, in research pertaining thereto, or in the
         production or testing of biologicals;

                  (d) any pollutant or contaminant or hazardous, dangerous or
         toxic chemical, material or substance (including any petroleum product)
         within the meaning of any other applicable federal, state or local law,
         regulation, ordinance or requirement (including consent decrees and
         administrative orders) relating to or imposing liability or standards
         of conduct concerning any hazardous, toxic or dangerous waste,
         substance or material, all as amended.

         "Hedging Obligations" means, with respect to any Person, all
liabilities of such Person under currency exchange agreements, interest rate
swap agreements, interest rate cap agreements and interest rate collar
agreements, and all other agreements or arrangements designed to protect such
Person against fluctuations in interest rates or currency exchange rates.

         "herein", "hereof", "hereto", "hereunder" and similar terms contained
in any Loan Document refer to such Loan Document as a whole and not to any
particular Section, paragraph or provision of such Loan Document.


                                       14
<PAGE>   22
         "Holdings" is defined in the recitals hereto.

         "Impermissible Qualification" means any qualification or exception to
the opinion or certification of any independent public accountant as to any
financial statement of the Borrower or any other Obligor

                  (a) which is of a "going concern" or similar nature;

                  (b) which relates to the limited scope of examination of
         matters relevant to such financial statement; or

                  (c) which relates to the treatment or classification of any
         item in such financial statement and which, as a condition to its
         removal, would require an adjustment to such item the effect of which
         would be to cause the Borrower or such other Obligor to be in Default.

         "including" and "include" means including without limiting the
generality of any description preceding such term, and, for purposes of each
Loan Document, the parties hereto agree that the rule of ejusdem generis shall
not be applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

         "Indebtedness" of any Person means, without duplication:

                  (a) all obligations of such Person for borrowed money or
         advances and all obligations of such Person evidenced by bonds,
         debentures, notes or similar instruments;

                  (b) all obligations, contingent or otherwise, relative to the
         face amount of all letters of credit, whether or not drawn, and
         banker's acceptances issued for the account of such Person;

                  (c) all Capitalized Lease Liabilities of such Person;

                  (d) net liabilities of such Person under all Hedging
         Obligations;

                  (e) whether or not so included as liabilities in accordance
         with GAAP, all obligations of such Person to pay the deferred purchase
         price of property or services (excluding trade accounts payable in the
         ordinary course of business) and indebtedness secured by (or for which
         the holder of such indebtedness has an existing right, contingent or
         otherwise, to be secured by) a Lien on property owned or being acquired
         by such Person (including indebtedness arising under conditional sales
         or other title retention agreements), whether or not such indebtedness
         shall have been assumed by such Person or is limited in recourse
         (provided that, to the extent such indebtedness is not assumed by such
         Person or the recourse against such Person by the obligee of such
         indebtedness is limited to the assets so secured, the amount of such
         indebtedness shall be deemed to be the lesser of (x) the aggregate
         amount of such indebtedness and (y) the fair market value of the assets
         securing such indebtedness);

                  (f) obligations arising under Synthetic Leases of such Person;


                                       15
<PAGE>   23
                  (g) Redeemable Capital Stock of such Person; and

                  (h) all Contingent Liabilities of such Person in respect of
         any of the foregoing.

The Indebtedness of any Person shall include, without duplication, the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person's ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide that such Person is
not liable therefor.

         "Indemnified Liabilities" is defined in Section 10.4.

         "Indemnified Parties" is defined in Section 10.4.

         "Interco Subordination Agreement" means the Intercompany Subordination
Agreement, substantially in the form of Exhibit J hereto, executed and delivered
by two or more Obligors pursuant to the terms of this Agreement, as amended,
supplemented, amended and restated or otherwise modified from time to time.

         "Intercompany Note" means, with respect to the Borrower or any of its
Subsidiaries, as the maker thereof, a promissory note substantially in the form
of Exhibit A to the relevant Security and Pledge Agreement (with such
modifications as the Administrative Agent may consent to, such consent not to be
unreasonably withheld), which promissory note shall be duly endorsed and pledged
by the payee in favor of the Administrative Agent.

         "Interest Coverage Ratio" means, as of the last day of any Fiscal
Quarter, the ratio computed for the period consisting of such Fiscal Quarter and
each of the three immediately preceding Fiscal Quarters of:

                  (a) EBITDA (for all such Fiscal Quarters) of the Borrower

         to

                  (b) the sum (for all such Fiscal Quarters) of Interest Expense
         of the Borrower accrued during such period;

provided, that for purposes of calculating the Interest Coverage Ratio, Net
Income, Interest Expense and amounts referred to in subclauses (i) and (iv) of
the definition of EBITDA (i) for the four Fiscal Quarter period ending the last
day of the third Fiscal Quarter of 2001, shall equal the actual amounts of each
such component for the period from the first day of the third Fiscal Quarter of
2001 to the last day of the third Fiscal Quarter of 2001 multiplied by four,
(ii) for the four Fiscal Quarter period ending on the last day of the third
Fiscal Quarter of 2001, shall equal the actual amount of each such component for
the period from the first day of the third Fiscal Quarter of 2001 to the last
day of the fourth Fiscal Quarter of 2001 multiplied by two and (iii) for the
four Fiscal Quarter period ending on the last day of the first Fiscal Quarter of
2002, shall equal the actual amount of each such component for the period from
the first day of the third Fiscal Quarter of 2001 to the last day of the first
Fiscal Quarter of 2002 multiplied by 4/3.

                                       16
<PAGE>   24
         "Interest Expense" means, with respect to any Person for any Fiscal
Quarter, the aggregate interest expense (both accrued and paid) of such Person
and its Subsidiaries for such Fiscal Quarter that has been paid or is payable in
cash, including the portion of any payments made in respect of Capitalized Lease
Liabilities and Synthetic Leases allocable to interest expense (net of interest
income paid during such period to the Borrower and its Subsidiaries).

         "Interest Period" means, relative to any Eurodollar Rate Loan, the
period beginning on (and including) the date on which such Eurodollar Rate Loan
is made or continued as, or converted into, a Eurodollar Rate Loan pursuant to
Sections 2.3 or 2.4 and shall end on (but exclude) the day which numerically
corresponds to such date one, two, three, six, or if then available to each
applicable Lender, nine or twelve months thereafter (or, if such month has no
numerically corresponding day, on the last Business Day of such month), as the
Borrower may select in its relevant notice pursuant to Sections 2.3 or 2.4;
provided, however, that

                  (a) the Borrower shall not be permitted to select Interest
         Periods to be in effect at any one time which have expiration dates
         occurring on more than ten different dates;

                  (b) if such Interest Period would otherwise end on a day which
         is not a Business Day, such Interest Period shall end on the next
         following Business Day (unless such next following Business Day is the
         first Business Day of a calendar month, in which case such Interest
         Period shall end on the Business Day next preceding such numerically
         corresponding day); and

                  (c) no Interest Period for any Loan may end later than the
         Stated Maturity Date for such Loan.

         "Investment" means, relative to any Person,

                  (a) any loan, advance or extension of credit made by such
         Person to any other Person, including (i) the issuance of any letter of
         credit with respect to which such Person is obligated to reimburse the
         issuer thereof for drawings thereunder and any other Person is the
         account party with respect to such letter of credit and (ii) the
         purchase by such Person of any bonds, notes, debentures or other debt
         securities of any other Person (exclusive of receivables owing to such
         Person to the extent created or acquired in the ordinary course of
         business and payable or dischargeable in accordance with customary
         trade terms of such Person); and

                  (b) any Capital Stock held by such Person in any other Person.

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon and shall, if made by
the transfer or exchange of property other than cash, be deemed to have been
made in an original principal or capital amount equal to the fair market value
of such property at the time of such Investment.

         "IPO" is defined in the recitals hereto.

                                       17
<PAGE>   25
         "IPO Documents" means the registration statement on Form S-1, as
amended, declared effective by the Securities Exchange Commission and the
underwriting agreement executed and delivered in connection therewith.

         "ISP Rules" is defined in Section 10.9.

         "Issuance Request" means a Letter of Credit request and certificate
duly executed by an Authorized Officer of the Borrower, substantially in the
form of Exhibit B-2 hereto.

         "Issuer" means the Administrative Agent in its capacity as Issuer of
the Letters of Credit. At the request of the Administrative Agent and with the
Borrower's consent, another Lender or an Affiliate of the Administrative Agent
may issue one or more Letters of Credit hereunder.

         "Lender Assignment Agreement" means an assignment agreement
substantially in the form of Exhibit K hereto.

         "Lender Default" means (i) the refusal (which has not been retracted)
or other failure of a Lender to make available its portion of any Borrowing or
to fund its portion of any unreimbursed payment under Section 2.6.1 or (ii) a
Lender having notified the Borrower and/or the Administrative Agent in writing
that it does not intend to comply with its obligations under Section 2.1 or
2.6.1, including in either case as a result of any takeover of such Lender by
any regulatory authority or agency.

         "Lenders" is defined in the preamble and includes each Person that
becomes a Lender pursuant to Section 10.11.1.

         "Lender's Environmental Liability" means any and all losses,
liabilities, obligations, penalties, claims, litigation, demands, defenses,
costs, judgments, suits, proceedings, damages (including consequential damages),
disbursements or expenses of any kind or nature whatsoever (including reasonable
attorneys' fees at trial and appellate levels and experts' fees and
disbursements and expenses incurred in investigating, defending against or
prosecuting any litigation, claim or proceeding) which may at any time be
imposed upon, incurred by or asserted or awarded against any Agent, any Lender,
the Issuer or any of such Person's Affiliates, shareholders, directors,
officers, employees, and agents in connection with or arising from:

                  (a) any Hazardous Material on, in, under or affecting all or
         any portion of any property of the Borrower or any of its Subsidiaries,
         the groundwater thereunder, or any surrounding areas thereof to the
         extent caused by Releases from the Borrower's or any of its
         Subsidiaries' or any of their respective predecessors' properties;

                  (b) any misrepresentation, inaccuracy or breach of any
         warranty, contained or referred to in Section 6.13;

                  (c) any violation or claim of violation by the Borrower or any
         of its Subsidiaries of any Environmental Laws; or

                  (d) the imposition of any lien for damages caused by or the
         recovery of any costs for the cleanup, Release or threatened Release of
         Hazardous Material by the

                                       18
<PAGE>   26
         Borrower or any of its Subsidiaries, or in connection with any property
         owned or formerly owned by the Borrower or any of its Subsidiaries.

         "Letter of Credit" is defined in Section 2.1.2.

         "Letter of Credit Commitment" means the Issuer's obligation to issue
Letters of Credit pursuant to Section 2.1.2 and, with respect to each Revolving
Loan Lender, the obligations of each such Lender to participate in such Letters
of Credit pursuant to Section 2.6.1.

         "Letter of Credit Commitment Amount" means, on any date, a maximum
amount of $40,000,000, as such amount may be permanently reduced from time to
time pursuant to Section 2.2.

         "Letter of Credit Outstandings" means, on any date, an amount equal to
the sum of (i) the then aggregate amount which is undrawn and available under
all issued and outstanding Letters of Credit, and (ii) the then aggregate amount
of all unpaid and outstanding Reimbursement Obligations.

         "Leverage Ratio" means, as of the last day of any Fiscal Quarter, the
ratio of

                  (a) the excess of (i) Total Debt outstanding on the last day
         of such Fiscal Quarter over (ii) the lesser of (A) the amount of
         Unrestricted Cash on the last day of such Fiscal Quarter and (B)
         $35,000,000

         to

                  (b) EBITDA of the Borrower computed for the period consisting
         of such Fiscal Quarter and each of the three immediately preceding
         Fiscal Quarters;

provided, that for purposes of calculating the Interest Coverage Ratio, Net
Income, Interest Expense and amounts referred to in subclauses (i) and (iv) of
the definition of EBIDTA (i) for the four Fiscal Quarter period ending the last
day of the third Fiscal Quarter of 2001, shall equal the actual amounts of each
such component for the period from the first day of the third Fiscal Quarter of
2001 to the last day of the third Fiscal Quarter of 2001 multiplied by four,
(ii) for the four Fiscal Quarter period ending on the last day of the fourth
Fiscal Quarter of 2001, shall equal the actual amount of each such component for
the period from the first day of the third Fiscal Quarter of 2001 to the last
day of the fourth Fiscal Quarter of 2001 multiplied by two and (iii) for the
four Fiscal Quarter period ending on the last day of the first Fiscal Quarter of
2002, shall equal the actual amount of each such component for the period from
the first day of the third Fiscal Quarter of 2001 to the last day of the first
Fiscal Quarter of 2002 multiplied by 4/3;

provided further that (x) in calculating the Leverage Ratio for purposes of
determining the Applicable Margin, Total Debt in clause (a) above shall not be
reduced by the amount described in subclause (ii) thereof and (y)(1) for
purposes of determining Total Debt outstanding on the last day of a Fiscal
Quarter the determination thereof shall be based on the average daily utilized
portion of the Revolving Loan Commitment Amount for the 28-day period commencing
on the fourteenth day preceding the last day of such Fiscal Quarter (inclusive
of such last day) and ending on the fourteenth day following the last day of
such Fiscal Quarter (exclusive of such last day) and (2) for purposes of
determining Unrestricted Cash on the last day of a Fiscal Quarter the

                                       19
<PAGE>   27
determination thereof shall be based on the average daily amount of Unrestricted
Cash for such 28-day period.

         "LIBOR Office" means the office of a Lender designated as its "LIBOR
Office" on its signature page hereto or in a Lender Assignment Agreement, or
such other office designated from time to time by notice from such Lender to the
Borrower and the Administrative Agent, whether or not outside the United States,
which shall be making or maintaining the Eurodollar Rate Loans of such Lender.

         "LIBOR Reserve Percentage" means, relative to any Interest Period for
Eurodollar Rate Loans, the reserve percentage (expressed as a decimal) equal to
the maximum aggregate reserve requirements (including all basic, emergency,
supplemental, marginal and other reserves and taking into account any
transitional adjustments or other scheduled changes in reserve requirements)
specified under regulations issued from time to time by the F.R.S. Board and
then applicable to assets or liabilities consisting of or including
"Eurocurrency Liabilities", as currently defined in Regulation D of the F.R.S.
Board, having a term approximately equal or comparable to such Interest Period.

         "Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property, or other priority or preferential
arrangement of any kind or nature whatsoever, to secure payment of a debt or
performance of an obligation.

         "Loan" means, as the context may require, a Revolving Loan, a Term A
Loan or a Swing Line Loan of any type.

         "Loan Documents" means, collectively, (i) this Agreement, the Letters
of Credit, the Notes, the Interco Subordination Agreement, the Agent's Fee
Letter, the Subsidiary Guaranty, each agreement pursuant to which the
Administrative Agent is granted a Lien to secure the Obligations (including,
without limitation, each Security and Pledge Agreement, each Foreign Pledge
Agreement, each Mortgage, each Patent Security Agreement and each Trademark
Security Agreement) and the provisions of the Commitment Letter relating to the
syndication of the Commitments and the Loans (including paragraphs five, six and
seven thereof) and (ii) each other agreement, certificate, document or
instrument delivered in connection with any Loan Document and designated to be a
"Loan Document", whether or not specifically mentioned herein or therein.

         "Loan Obligations" means all obligations (monetary or otherwise,
whether absolute or contingent, matured or unmatured) of each Obligor arising
under or in connection with a Loan Document, including the principal of and
premium, if any, and interest (including interest accruing during the pendency
of any proceeding of the type described in Section 8.1.9, whether or not allowed
in such proceeding) on the Loans and all Reimbursement Obligations.

         "Management Investors" is defined in clause (m) of Section 7.2.5.

         "Management Notes" is defined in clause (m) of Section 7.2.5.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, operations, financial condition or prospects of the Borrower and its
Subsidiaries, taken as a whole, (ii) the

                                       20
<PAGE>   28
ability of any Obligor to perform its respective obligations under any Loan
Document to which its is a party, or (iii) the validity or enforceability (other
than in accordance with its terms) of this Agreement or any Loan Document or the
rights or remedies of the Administrative Agent or any Lender hereunder or
thereunder.

         "Material Documents" means the Reorganization Documents, the IPO
Documents, the Sub Debt Prepayment Documents, the Organic Documents of the
Borrower and its Subsidiaries, and the Subordinated Debt Documents, in each case
as amended, supplemented, amended and restated or otherwise modified from time
to time in accordance with Section 7.2.12.

         "Material Subsidiary" means each Subsidiary of the Borrower other than
a Non-Material Subsidiary.

         "Mergers" is defined in the recitals hereto.

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

         "Mortgage" means each mortgage, deed of trust or agreement executed and
delivered by any Obligor in favor of the Administrative Agent for the benefit of
the Secured Parties pursuant to the requirements of this Agreement, under which
a Lien is granted on the real property and fixtures described therein, in
substantially the form of Exhibit G-3 hereto, in each case as amended,
supplemented, amended and restated or otherwise modified from time to time.

         "Net Debt Proceeds" means with respect to the incurrence, sale or
issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other
than any Indebtedness permitted by Section 7.2.2), the excess of:

                  (a) the gross cash proceeds received by such Person from such
         incurrence, sale or issuance,

         over

                  (b) all underwriting commissions and legal, investment
         banking, brokerage and accounting and other professional fees, sales
         commissions and disbursements actually incurred in connection with such
         incurrence, sale or issuance which have not been paid to the Borrower
         or any of its Subsidiaries in connection therewith.

         "Net Disposition Proceeds" means, with respect to any Disposition of
any assets of the Borrower or any of its respective Subsidiaries (other than
sales permitted pursuant to clause (a), (b), (c) or (e) of Section 7.2.11), the
excess of

                  (a) the gross cash proceeds received by such Person from any
         such Disposition and any cash payments received in respect of
         promissory notes or other non-cash consideration delivered to such
         Person in respect thereof,

         over

                  (b) the sum (without duplication) of (i) all customary legal,
         investment banking, brokerage and accounting and other professional
         fees and disbursements

                                       21
<PAGE>   29
         actually incurred in connection with such Disposition which have not
         been paid to the Borrower or any of its Subsidiaries in connection
         therewith, (ii) all taxes and other governmental costs and expenses
         actually paid or estimated by such Person (in good faith) to be payable
         in cash in connection with such Disposition, and (iii) payments made by
         such Person to retire Indebtedness (other than the Credit Extensions)
         of such Person where payment of such Indebtedness is required in
         connection with such Disposition;

provided, however, that if, after the payment of all taxes with respect to such
Disposition, the amount of estimated taxes, if any, pursuant to clause (b)(ii)
above exceeded the tax amount actually paid in cash in respect of such
Disposition, the aggregate amount of such excess shall, at such time, constitute
Net Disposition Proceeds.

         "Net Equity Proceeds" means with respect to the sale or issuance by the
Borrower or any of its Subsidiaries to any Person of any Capital Stock, warrants
or options or the exercise of any such warrants or options, the excess of:

                  (a) the gross cash proceeds received by such Person from such
         sale, exercise or issuance,

         over

                  (b) all underwriting commissions and legal, investment
         banking, brokerage and accounting and other professional fees, sales
         commissions and disbursements actually incurred in connection with such
         sale or issuance which have not been paid to the Borrower or any of its
         Subsidiaries in connection therewith.

         "Net Income" means, with respect to any Person for any period, the
aggregate of all amounts (including and together with all amounts in respect of
extraordinary gains and extraordinary losses) which would be included as net
income on the consolidated financial statements of such Person and its
Subsidiaries for such period; provided, however, that the Net Income of any
Subsidiary of such Person that is not a Subsidiary Guarantor shall be excluded
from Net Income to the extent that the declaration or payment of dividends or
similar distributions by such Subsidiary of its Net Income is not at the date of
determination permitted without any prior governmental approval that has not
been obtained or, directly or indirectly, by operation of the terms of its
Organic Documents or any agreement (other than an agreement with the Borrower or
its Subsidiaries), instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such Subsidiary or its stockholders.

         "Non-Domestic Lender" means any Lender that is not a "United States
person", as defined under Section 7701(a)(30) of the Code.

         "Non-Excluded Taxes" means any Taxes other than net income, profits,
gains and franchise taxes imposed with respect to any Secured Party by a
Governmental Authority under the laws of which such Secured Party is organized
or in which it maintains its applicable lending office.

         "Non-Material Subsidiary" means any Subsidiary that

                                       22
<PAGE>   30
                  (a) accounted for no more than 5% of consolidated revenues of
         the Borrower and its Subsidiaries for the four consecutive Fiscal
         Quarters of the Borrower ending on March 31, 2001, or if later, the
         last day of the most recently completed Fiscal Quarter with respect to
         which, pursuant to Section 7.1.1, financial statements have been, or
         are required to have been, delivered by the Borrower to the
         Administrative Agent, and

                  (b) has assets which represent no more than 5% of the
         consolidated assets of the Borrower and its Subsidiaries as of March
         31, 2001, or if later, the last day of the last Fiscal Quarter of the
         most recently completed Fiscal Quarter with respect to which, pursuant
         to Section 7.1.1, financial statements have been, or are required to
         have been, delivered by the Borrower to the Administrative Agent,

                  to the extent that Non-Material Subsidiaries do not

                           (i) account in the aggregate for more than 10% of
                  consolidated revenues of the Borrower and its Subsidiaries for
                  the four consecutive Fiscal Quarters of ending on March 31,
                  2001, or if later, the last day of the most recently completed
                  Fiscal Quarter with respect to which, pursuant to Section
                  7.1.1, financial statements have been, or are required to have
                  been, delivered by the Borrower to the Administrative Agent,
                  and

                           (ii) have assets which represent more than 10% of the
                  consolidated assets of the Borrower and its Subsidiaries as of
                  March 31, 2001, or if later, the last day of the last Fiscal
                  Quarter of the most recently completed Fiscal Quarter with
                  respect to which, pursuant to Section 7.1.1, financial
                  statements have been, or are required to have been, delivered
                  by the Borrower to the Administrative Agent.

         "Note" means, as the context may require, a Revolving Note, a Term A
Note or a Swing Line Note.

         "Obligations" means all obligations (monetary or otherwise, whether
absolute or contingent, matured or unmatured) of each Obligor arising under or
in connection with a Credit Document, including the principal of and premium, if
any, and interest (including interest accruing during the pendency of any
proceeding of the type described in Section 8.1.9, whether or not allowed in
such proceeding) on the Loans and all Reimbursement Obligations.

         "Obligor" means, as the context may require, the Borrower, and each
other Person (other than a Secured Party) obligated under any Loan Document.

         "Organic Document" means, relative to any Obligor, as applicable, its
certificate of incorporation, by-laws, certificate of partnership, partnership
agreement, certificate of formation, limited liability agreement, operating
agreement or other similar governing documents and any documents setting forth
the designation, amount and/or relative rights, limitations and preferences of
any class or series of such Obligor's Capital Stock.

         "Other Person" is defined in the definition of "Subsidiary".

                                       23
<PAGE>   31
         "Other Taxes" means any and all stamp, documentary or similar taxes, or
any other excise or property taxes or similar levies that arise on account of
any payment made or required to be made under any Loan Document or from the
execution, delivery, registration, recording or enforcement of any Loan
Document.

         "Participant" is defined in Section 10.11.2.

         "Patent Security Agreement" means any Patent Security Agreement
executed and delivered by any Obligor in substantially the form of Exhibit B to
either Security and Pledge Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time.

         "Payment Default" means any Default described in Section 8.1.1.

         "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

         "Pension Plan" means a "pension plan", as such term is defined in
Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which the
Borrower or any corporation, trade or business that is, along with the Borrower,
a member of a Controlled Group, has liability (actual or contingent), including
any liability by reason of having been a substantial employer within the meaning
of Section 4063 of ERISA at any time during the preceding five years, or by
reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

         "Percentage" means, as the context may require, any Lender's RL
Percentage or Term A Percentage.

         "Perfection Certificate" means the Perfection Certificate executed and
delivered by an Authorized Officer of each Obligor that is a party to the
Security and Pledge Agreement pursuant to Section 5.1.13 or 7.1.9, substantially
in the form of Exhibit H hereto, as amended, supplemented, amended and restated
or otherwise modified from time to time.

         "Permitted Acquisition" means an Acquisition (whether pursuant to a
merger or an acquisition of Capital Stock, assets or otherwise) by the Borrower
or any Subsidiary from any Person in which the following conditions are
satisfied:

                  (a) immediately before and after giving effect to such
         Acquisition, no Default shall have occurred and be continuing or would
         result therefrom (including under Section 7.2.1);

                  (b) such Acquisition is consummated pursuant to a negotiated
         merger, purchase or similar agreement between the Borrower and/or any
         of its Subsidiaries, on the one hand, and such Person and/or any of its
         Affiliates, on the other hand;

                  (c) in the case of an Acquisition of Capital Stock by the
         Borrower or a Subsidiary, such Acquisition results in the issuer of
         such Capital Stock becoming a wholly owned Subsidiary of the Borrower;

                                       24
<PAGE>   32
                  (d) consideration for such Acquisition shall be comprised of
         Capital Stock of the Borrower (but not Redeemable Preferred Stock), the
         issuance of a Permitted Seller Note, the assumption of Indebtedness
         permitted under clause (m) of Section 7.2.2 and/or cash and the
         aggregate amount of the consideration for such Acquisition (based on
         the fair market value of Capital Stock issued, the amount of
         Indebtedness issued and/or assumed and the cash expended in connection
         therewith) would not exceed $100,000,000 and, when added to the total
         aggregate amount of consideration for all other Acquisitions since the
         Effective Date, would not exceed $150,000,000;

                  (e) after giving effect to such Acquisition, at least
         $25,000,000 of the Revolving Loan Commitment Amount would be unused;
         and

                  (f) (i) in the case of any Acquisition the total aggregate
         amount of consideration therefor is in excess of $5,000,000, the
         Borrower shall have delivered to the Administrative Agent a Compliance
         Certificate for the period of four full Fiscal Quarters immediately
         preceding such Acquisition (prepared in good faith and in a manner and
         using such methodology which is consistent with the most recent
         financial statements delivered pursuant to Section 7.1.1) giving pro
         forma effect to the consummation of such Acquisition and evidencing
         compliance with the covenants set forth in Section 7.2.4 and a pro
         forma Leverage Ratio of not more than 2.00:1.0, in each case, as of the
         last day of such period and the preceding clauses (a) through (e) and
         (ii) in the case of any Acquisition the total aggregate amount of
         consideration therefor is in excess of $35,000,000, the Borrower shall
         have delivered revised Projections demonstrating, pro forma projected
         compliance with the covenants set forth in Section 7.2.4 for the one
         year period following such Acquisition.

         "Permitted Holders" means, collectively, (i) Harvest Partners and (ii)
each Affiliate of Harvest Partners.

         "Permitted Seller Note" means an unsecured promissory note issued by
the Borrower (including Holdings and GEEG as predecessor entities) in connection
with a Permitted Acquisition, which note (i) provides for a final stated
maturity date that is not prior to the earlier of (x) the fifth anniversary of
the closing of such Permitted Acquisition and (y) January 30, 2011, (ii) bears
interest at an annual rate not in excess of 10%, payable with the issuance of
additional promissory notes in form and substance substantially similar to such
promissory note (it being understood and agreed that each such additional
promissory note shall constitute a Permitted Seller Note) which may provide for
scheduled amortization of the original principal amount thereof to the extent
such amortization does not exceed in the aggregate during each year following
the date such promissory note is issued an amount equal to the greater of (A)
20% of the original principal amount thereof and (B) the product of (x) such
original principal amount and (y) the percentage obtained by dividing one by the
number of years (which number shall not be rounded to the nearest whole number)
from the issuance of such note to the final scheduled maturity thereof, (iii)
does not provide the holders thereof with the guaranty of any Affiliate of the
issuer thereof, (iv) does not contain any financial maintenance covenants or any
cross-default provisions (it being understood that a cross-acceleration
provision with respect to Indebtedness in an aggregate principal amount in
excess of $10,000,000 shall be acceptable) and (v) contains such other terms and
provisions (including as to subordination) as are reasonably acceptable to the
Administrative Agent.

                                       25
<PAGE>   33
         "Person" means any natural person, corporation, limited liability
company, partnership, joint venture, association, trust or unincorporated
organization, Governmental Authority or any other legal entity, whether acting
in an individual, fiduciary or other capacity.

         "Pledged Subsidiary" means each Subsidiary in respect of which the
Administrative Agent has been granted a security interest in or a pledge of (i)
any of the Capital Stock of such Subsidiary or (ii) any intercompany notes of
such Subsidiary owing to the Borrower or another Subsidiary.

         "Prepayment" is defined in the recitals hereto.

         "Pro Forma Basis" means, with respect to any determination for any
period for any Person, after giving pro forma effect to each Acquisition and
Disposition of a Person, business or asset consummated during such period,
together with all transactions relating thereto consummated during such period
(including any incurrence, assumption, refinancing or repayment of
Indebtedness), as if such Acquisition, Disposition and related transactions had
been consummated on the first day of such period, in each case (i) based on
historical results accounted for in accordance with GAAP and, to the extent
applicable, reasonable assumptions that are specified in reasonable detail in
the relevant Compliance Certificate or other certificate furnished to any Agent
or Lender in connection with the terms of this Agreement and (ii) prepared in
accordance with Regulation S-X under the Securities Act of 1933, as amended, and
the Exchange Act, and the Securities and Exchange Commission's rules and
guidelines with respect to pro forma financial statements.

         "Projections" is defined in clause (a)(iii) of Section 5.1.8.

         "Quarterly Payment Date" means the last Business Day of March, June,
September and December.

         "Rate Protection Agreement" means, collectively, any interest rate
swap, cap, collar or similar agreement entered into by the Borrower or any of
its Subsidiaries under which the counterparty of such agreement is (or at the
time such agreement was entered into, was) a Lender or an Affiliate of a Lender,
so long as a fully executed copy of such agreement has been provided to the
Agents.

         "Redeemable Capital Stock" means Capital Stock of the Borrower or any
of its Subsidiaries that, either by its terms or by the terms of any security
into which it is convertible or exchangeable at the option of the holder
thereof, (i) is or upon the happening of an event (other than a voluntary call
by the issuer thereof (which call is prohibited by the terms of this Agreement
as of the date hereof)) or passage of time would be required to be redeemed (for
consideration other than Borrower Common Stock) on or prior to December 1, 2010,
(ii) is redeemable at the option of the holder thereof (for consideration other
than Borrower Common Stock) at any time prior to such date or (iii) is
convertible at the option of the holder thereof into or exchangeable for debt
securities of the Borrower or any of its Subsidiaries at any time prior to such
anniversary.

         "Reference Rate" means, for any day, the rate of interest in effect for
such day as publicly announced from time to time by Bankers Trust in New York,
New York, as its "reference rate." (The "reference rate" is a rate set by
Bankers Trust based upon various factors, including Bankers

                                       26
<PAGE>   34
Trust's costs and desired return, general economic conditions and other factors,
and is used as a reference point for pricing some loans, which may be priced at,
above or below such announced rate.) Any change in the reference rate announced
by Bankers Trust shall take effect at the opening of business on the day
specified in the public announcement of such change.

         "Refunded Swing Line Loans" is defined in clause (b) of Section 2.3.2.

         "Register" is defined in clause (b) of Section 2.7.

         "Reimbursement Obligation" is defined in Section 2.6.3.

         "Related Fund" means, with respect to any Lender that is a fund that
invests in commercial loans, any other fund that invests in commercial loans and
is managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

         "Release" means a "release", as such term is defined in CERCLA.

         "Reorganization Agreement" means the Exchange Agreement by and among
the Borrower and Holdings dated as of May ___, 2001.

         "Reorganization Documents" means the Reorganization Agreement, the
Agreement and Plan of Merger dated as of May ___, 2001 by and between GEEG and
Holdings, with Holdings as the surviving entity, the Certificate of Merger dated
as of the Effective Date merging GEEG with and into Holdings, the Agreement and
Plan of Merger dated as of May ___, 2001 by and between Holdings and the
Borrower, with the Borrower as the surviving corporation, the Certificate of
Merger dated as of the Effective Date merging Holdings with and into the
Borrower and the Registration Rights Agreement dated as of May ___, 2001 by and
among the Borrower and certain shareholders of the Borrower.

         "Replacement Lender" is defined in Section 4.10.

         "Replacement Notice" is defined in Section 4.10.

         "Required Lenders" means, at any time,

                  (a) with respect to any provision of this Agreement or any
         other Loan Document other than the taking of any remedial action under
         this Agreement or any other Loan Document following the declaration of
         the acceleration of the maturity of all or any portion of the
         outstanding principal amount of the Loans and other Obligations to be
         due and payable pursuant to Section 8.3, Lenders holding at least a
         majority of the sum of (A) the Revolving Loan Commitments (or,
         following the Revolving Loan Commitment Termination Date, the aggregate
         principal amount of the Revolving Loans and Swing Line Loans then
         outstanding plus the Letter of Credit Outstandings (after giving effect
         to the participation of the Lenders therein)), and (B) the aggregate
         principal amount of the Term A Loans then outstanding; or

                  (b) with respect to the taking of any remedial action under
         this Agreement or any other Loan Document following the declaration of
         the acceleration of the maturity of all or any portion of the
         outstanding principal amount of the Loans and other Obligations

                                       27
<PAGE>   35
         to be due and payable pursuant to Section 8.3, Lenders holding at least
         a majority of the sum of the aggregate principal amount of outstanding
         Loans plus the Letter of Credit Outstandings (after giving effect to
         the participation of the Lenders therein).

         "Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.

         "Restricted Payment" means the declaration or payment of any dividend
(other than dividends payable solely in Capital Stock (other than Redeemable
Capital Stock) of the Borrower or any Subsidiary) on, or the making of any
payment or distribution on account of, or setting apart assets for a sinking or
other analogous fund for, the purchase, redemption, defeasance, retirement or
other acquisition of any class of Capital Stock of the Borrower or any
Subsidiary or any warrants or options to purchase any such Capital Stock,
whether now or hereafter outstanding, or the making of any other payment or
distribution in respect thereof, either directly or indirectly, whether in cash
or property, obligations of the Borrower or any Subsidiary or otherwise.

         "Revolving Loan" is defined in Section 2.1.1.

         "Revolving Loan Commitment" means, relative to any Lender, such
Lender's obligation (if any) to make Revolving Loans pursuant to clause (a) of
Section 2.1.1.

         "Revolving Loan Commitment Amount" means, on any date, $75,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

         "Revolving Loan Commitment Termination Date" means the earliest of

                  (a) the Stated Maturity Date with respect to Revolving Loans;

                  (b) the date on which the Revolving Loan Commitment Amount is
         terminated in full or reduced to zero pursuant to the terms of this
         Agreement; and

                  (c) the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in the preceding clause (c), the
Revolving Loan Commitments shall terminate automatically and without any further
action.

         "Revolving Loan Lender" is defined in clause (a) of Section 2.1.1.

         "Revolving Note" means a promissory note of the Borrower payable to any
Revolving Loan Lender, in the form of Exhibit A-1 hereto (as such promissory
note may be amended, endorsed or otherwise modified from time to time),
evidencing the aggregate Indebtedness of the Borrower to such Revolving Loan
Lender resulting from outstanding Revolving Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or renewal
thereof.

         "RL Percentage" means, relative to any Lender, the applicable
percentage relating to Revolving Loans set forth below its signature on the
signature pages hereto opposite the reference to "Revolving Loan Commitment" or
set forth in a Lender Assignment Agreement

                                       28
<PAGE>   36
under the Revolving Loan Commitment column, as such percentage may be adjusted
from time to time pursuant to Lender Assignment Agreements executed by such
Lender and its Assignee Lender and delivered pursuant to Section 10.11.1. A
Lender shall not have any Revolving Loan Commitment if its percentage under the
Revolving Loan Commitment column is zero.

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

         "SEC" means the Securities and Exchange Commission.

         "Second Step Merger" is defined in the recitals hereto.

         "Secured Parties" means, collectively, (i) the Lenders, each Issuer and
the Agents, (ii) for purposes of each agreement pursuant to which the
Administrative Agent is granted a Lien to secure any Obligation or receives a
guaranty of any Obligation or pursuant to which any Person subordinates any
obligation payable by the Borrower or any of its Subsidiaries to it to the
Obligations or any insurance or indemnity with respect to the same (including
Section 10.4 hereof), each counterparty to a Rate Protection Agreement that is
(or at the time such Rate Protection Agreement was entered into, was) a Lender
or an Affiliate thereof, and (iii) in each case, each of their respective
successors, transferees and assigns.

         "Security and Pledge Agreement" means, as the context may require the
Borrower Security and Pledge Agreement and/or the Subsidiary Security and Pledge
Agreement.

         "Solvent" means, with respect to any Person and its Subsidiaries on a
particular date, that on such date (a) the fair value of the property of such
Person and its Subsidiaries on a consolidated basis is greater than the total
amount of liabilities, including contingent liabilities, of such Person and its
Subsidiaries on a consolidated basis, (b) the present fair salable value of the
assets of such Person and its Subsidiaries on a consolidated basis is not less
than the amount that will be required to pay the probable liability of such
Person and its Subsidiaries on a consolidated basis on its debts as they become
absolute and matured, (c) such Person does not intend to, and does not believe
that it or its Subsidiaries will, incur debts or liabilities beyond the ability
of such Person and its Subsidiaries to pay as such debts and liabilities mature,
and (d) such Person and its Subsidiaries on a consolidated basis is not engaged
in business or a transaction, and such Person and its Subsidiaries on a
consolidated basis is not about to engage in business or a transaction, for
which the property of such Person and its Subsidiaries on a consolidated basis
would constitute an unreasonably small capital. The amount of Contingent
Liabilities at any time shall be computed as the amount that, in light of all
the facts and circumstances existing at such time, can reasonably be expected to
become an actual or matured liability.

         "Stated Amount" means, on any date and with respect to a particular
Letter of Credit, the total amount then available to be drawn under such Letter
of Credit.

         "Stated Expiry Date" is defined in Section 2.6.

         "Stated Maturity Date" means

                  (a) with respect to all Term A Loans, __________, 2005; and;


                                       29
<PAGE>   37
                  (b) with respect to all Revolving Loans and Swing Line Loans,
         _________, 2005.

         "Sub Debt Prepayment" is defined in the recitals hereto.

         "Sub Debt Prepayment Documents" means the Waiver and Amendment to
Senior Subordinated Loan Agreement dated as of _______________, 2001 among GEEG
and the various lenders party thereto and any other agreement pursuant to which
any Subordinated Loans are repurchased or prepaid in connection with the
Transactions.

         "Subordinated Debt" means unsecured Indebtedness of (a) the Borrower
with respect to the Subordinated Loans, (b) the Borrower pursuant to the
Permitted Seller Notes (if any) and (c) any Obligor subordinated in right of
payment to the Obligations pursuant to documentation containing redemption and
other prepayment events, maturities, amortization schedules, covenants, events
of default, remedies, acceleration rights, subordination provisions and other
material terms satisfactory to the Required Lenders.

         "Subordinated Debt Documents" means, collectively, the Subordinated
Loan Agreement, the Permitted Seller Notes (if any), the Sub Debt Prepayment
Documents and each of the loan agreements, indentures, note purchase agreements,
promissory notes, guarantees, and other material instruments and agreements
evidencing the terms of Subordinated Debt, as amended, supplemented, amended and
restated or otherwise modified in accordance with Section 7.2.12.

         "Subordinated Loan Agreement" means the Senior Subordinated Loan
Agreement, dated as of August 1, 2000, between the Borrower and the lenders
party thereto, as amended by that certain Waiver and Amendment to Senior
Subordinated Loan Agreement dated as of ____________ and as further amended,
supplemented, amended and restated or otherwise modified in accordance with
Section 7.2.12.

         "Subordinated Loans" means the loans made to Borrower pursuant to the
Subordinated Loan Agreement.

         "Subordination Provisions" is defined in Section 8.1.11.

         "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership or other entity ("Other Person") of which
more than 50% of the outstanding Voting Stock of such Other Person (irrespective
of whether at the time Capital Stock of any other class or classes of such Other
Person shall or might have voting power upon the occurrence of any contingency)
is at the time directly or indirectly owned or controlled by such Person, by
such Person and one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person. Unless the context otherwise specifically
requires, the term "Subsidiary" shall be a reference to a Subsidiary of the
Borrower.

         "Subsidiary Guarantor" means each Subsidiary of the Borrower that is a
Subsidiary which has executed and delivered to the Administrative Agent the
Subsidiary Guaranty (or a supplement thereto).

         "Subsidiary Guaranty" means the subsidiary guaranty executed and
delivered by certain Subsidiaries of the Borrower pursuant to the terms of the
Existing Credit Agreement

                                       30
<PAGE>   38
substantially in the form of Exhibit F hereto, as supplemented by that certain
Supplement No. 1 to Subsidiary Guaranty dated as of October 31, 2000 executed by
CFI Holdings, Inc. and accepted by the Administrative Agent and by that certain
Supplement No. 2 to Subsidiary Guaranty dated as of October 31, 2000 executed by
Consolidated Fabricators, Inc. and accepted by the Administrative Agent, and as
further amended, supplemented, amended and restated or otherwise modified from
time to time.

         "Subsidiary Security and Pledge Agreement" means the Amended and
Restated Security and Pledge Agreement executed and delivered by an Authorized
Officer of each Subsidiary Guarantor on the Effective Date pursuant to Section
5.1.13 or the Security and Pledge Agreement executed and delivered by an
Authorized Officer of each Person that becomes a Subsidiary Guarantor after the
Effective Date pursuant to Section 7.1.9, in each case substantially in the form
of Exhibit G-2 hereto, as amended, supplemented, amended and restated or
otherwise modified from time to time.

         "Swing Line Lender" means the Administrative Agent, in its capacity as
the Swing Line Lender.

         "Swing Line Loan" is defined in clause (b) of Section 2.1.1.

         "Swing Line Loan Commitment" is defined in clause (b) of Section 2.1.1.

         "Swing Line Loan Commitment Amount" means, on any date, $15,000,000, as
such amount may be reduced from time to time pursuant to Section 2.2.

         "Swing Line Note" means a promissory note of the Borrower payable to
the Swing Line Lender, in the form of Exhibit A-2 hereto (as such promissory
note may be amended, endorsed or otherwise modified from time to time),
evidencing the aggregate Indebtedness of the Borrower to the Swing Line Lender
resulting from outstanding Swing Line Loans, and also means all other promissory
notes accepted from time to time in substitution therefor or renewal thereof.

         "Syndication Period" is defined in Section 2.3.1.

         "Synthetic Lease" means, as applied to any Person, any lease (including
leases that may be terminated by the lessee at any time) of any property
(whether real, personal or mixed) (a) that is not a capital lease in accordance
with GAAP and (b) in respect of which the lessee retains or obtains ownership of
the property so leased for federal income tax purposes, other than any such
lease under which that Person is the lessor.

         "Taxes" means any and all income, stamp or other taxes, duties, levies,
imposts, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, and all
interest and penalties with respect thereto.

         "Term A Loan" is defined in Section 2.1.3.

         "Term A Loan Commitment" means, relative to any Lender, such Lender's
obligation (if any) to make Term A Loans pursuant to Section 2.1.3.

                                       31
<PAGE>   39
         "Term A Loan Commitment Amount" means, on any date, [$60,000,000](3).

         "Term A Loan Commitment Termination Date" means the earliest of

                  (a) the Effective Date (immediately after the continuation of
         the Existing Term A Loan as Term A Loans hereunder on such date); and

                  (b) the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in clause (b), the Term A Loan
Commitments shall terminate automatically and without any further action.

         "Term A Note" means a promissory note of the Borrower payable to any
Lender, in the form of Exhibit A-3 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Borrower to such Lender resulting from outstanding
Term A Loans, and also means all other promissory notes accepted from time to
time in substitution therefor or renewal thereof.

         "Term A Percentage" means, relative to any Lender, the applicable
percentage relating to Term A Loans set forth below its signature on the
signature pages to the AAR Agreement opposite the reference to "Term A Loan
Commitment" or set forth in a Lender Assignment Agreement under the Term A Loan
Commitment column, as such percentage may be adjusted from time to time pursuant
to Lender Assignment Agreements executed by such Lender and its Assignee Lender
and delivered pursuant to Section 10.11.1. A Lender shall not have any Term A
Loan Commitment if its percentage under the Term A Loan Commitment column is
zero.

         "Termination Date" means the date on which all Loan Obligations (other
than any indemnities that are not then due and payable) have been paid in full
in cash, all Letters of Credit have been terminated, expired or Cash
Collateralized and all Commitments shall have terminated.

         "Total Debt" means, on any date, without duplication, the outstanding
principal amount of all Indebtedness of the Borrower and its Subsidiaries of the
type referred to in clause (a), clause (b) (excluding obligations relative to
the face amount of letters of credit to the extent such face amount has not been
drawn or, if drawn, to the extent the amount of such drawing has been reimbursed
to the issuer thereof by the obligor with respect thereto), clause (c), clause
(e), clause (f) and clause (g), in each case of the definition of
"Indebtedness", and any Contingent Liability in respect of any of the foregoing;
provided, however, that Indebtedness in respect of Permitted Seller Notes shall
not be included in the calculation of Total Debt to the extent that such notes
(i) are issued by the Borrower and not guaranteed by any Subsidiary of the
Borrower and (ii) do not provide for any scheduled repayments or mandatory
prepayments or redemptions of the principal thereof prior to January 30, 2011 or
for any payment of cash interest or fees with respect thereto prior to such
date.

         "Total Exposure Amount" means, on any date of determination (and
without duplication), the outstanding principal amount of all Loans, the
aggregate amount of all Letter of Credit Outstandings and the unfunded amount of
the Commitments.

-------------------------------
(3) To be adjusted based on the final sources and uses for the Transactions.

                                       32
<PAGE>   40
         "Trademark Security Agreement" means any Trademark Security Agreement
executed and delivered by any Obligor substantially in the form of Exhibit C to
a Security and Pledge Agreement, as amended, supplemented, amended and restated
or otherwise modified from time to time.

         "Tranche" means, as the context may require, the Loans constituting
Term A Loans, Revolving Loans or Swing Line Loans.

         "Transaction Documents" means each of the Material Documents.

         "Transactions" is defined in the recitals hereto.

         "type" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a Eurodollar Rate Loan.

         "UCC" means the Uniform Commercial Code as in effect from time to time
in the State of New York; provided, that if, with respect to any Filing
Statement or by reason of any provisions of law, the perfection or the effect of
perfection or non-perfection of the security interests granted to the
Administrative Agent pursuant to the applicable Loan Document is governed by the
Uniform Commercial Code as in effect in a jurisdiction of the United States
other than New York, UCC means the Uniform Commercial Code as in effect from
time to time in such other jurisdiction for purposes of the provisions of each
Loan Document and any Filing Statement relating to such perfection or effect of
perfection or non-perfection.

         "United States" or "U.S." means the United States of America, its fifty
states and the District of Columbia.

         "Unrestricted Cash" means, at any time, cash and Cash Equivalent
Investments of the Borrower and its Subsidiaries to the extent such cash and
Cash Equivalent Investments are not subject to any Lien (other than a Lien in
favor of the Administrative Agent pursuant to a Loan Document) or any
restriction as to its use and is included in "cash and cash equivalents" and not
"restricted cash" on the consolidated balance sheet of the Borrower.

         "Voting Stock" means, with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the managing body of such Person.

         "Welfare Plan" means a "welfare plan", as such term is defined in
Section 3(1) of ERISA.

         "wholly-owned Subsidiary" means, with respect to any Person, any
Subsidiary of such Person all of the outstanding common stock (or similar equity
interest) of which (other than any director's qualifying shares or investments
by foreign nationals mandated by applicable laws) is owned directly or
indirectly by such Person. Unless the context otherwise requires, the term
"wholly-owned Subsidiary" shall be a reference to a wholly-owned Subsidiary of
the Borrower.

         Section I.2 Use of Defined Terms. Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings

                                       33
<PAGE>   41
when used in each other Loan Document and the Disclosure Schedule, and each
notice and other communication delivered from time to time in connection with
any Loan Document.

         Section I.3 Cross-References. Unless otherwise specified, references in
a Loan Document to any Article or Section are references to such Article or
Section of such Loan Document, and references in any Article, Section or
definition to any clause are references to such clause of such Article, Section
or definition.

         Section I.4 Accounting and Financial Determinations.

                           (a) Unless otherwise specified, all accounting terms
         used in each Loan Document shall be interpreted, and all accounting
         determinations and computations thereunder (including under Section
         7.2.4 and the definitions used in such calculations) shall be made, in
         accordance with those generally accepted accounting principles ("GAAP")
         applied in the preparation of the financial statements referred to in
         clause (a) of Section 5.1.8. Unless otherwise expressly provided, all
         financial covenants and defined financial terms shall be computed on a
         consolidated basis for Holdings and its Subsidiaries, in each case
         without duplication.

                           (b) For purposes of computing the Leverage Ratio, the
         Interest Coverage Ratio and the Fixed Charge Ratio (under Section
         7.2.4), such ratios (and any financial calculations or components
         required to be made or included therein, including EBITDA) shall be
         determined on a Pro Forma Basis.

                                   ARTICLE II
                       COMMITMENTS, BORROWING AND ISSUANCE

                     PROCEDURES, NOTES AND LETTERS OF CREDIT

         Section II.1 Commitments. On the terms and subject to the conditions of
this Agreement, the Lenders and the Issuer severally agree to make Credit
Extensions as set forth below.

                  II.1.1 Revolving Loan Commitment and Swing Line Loan
Commitment. Borrower and the Lenders acknowledge the making of the Existing
Revolving Loan and each Lender that has a Revolving Loan Commitment (referred to
as a "Revolving Loan Lender"), severally and for itself alone, hereby agrees, on
the terms and subject to the conditions hereinafter set forth and in reliance
upon the representations and warranties set forth herein and in the other Loan
Documents, that such Existing Revolving Loan (to the extent not prepaid with the
proceeds of the IPO) shall continue to be outstanding as loans (each such loan,
an "Original Revolving Loan") pursuant to the terms and conditions of this
Agreement (together with loans advanced pursuant to clause (a) below, relative
to such Lender, its "Revolving Loans") such that, on the Effective Date, the
aggregate principal amount of Original Revolving Loans (the "Effective Date
Revolving Loan Amount") shall equal $0 and each Lender that has a Revolving Loan
Commitment shall be deemed to have outstanding Revolving Loans in an aggregate
principal amount equal to its RL Percentage of such Effective Date Revolving
Loan Amount.

                  From time to time on any Business Day occurring on and after
the Effective Date but prior to the Revolving Loan Commitment Termination Date,


                                       34
<PAGE>   42
                           (a) each Revolving Loan Lender agrees that it will
         make Revolving Loans to the Borrower equal to such Lender's RL
         Percentage of the aggregate amount of each Borrowing of the Revolving
         Loans requested by the Borrower to be made on such day; and

                           (b) the Swing Line Lender agrees that it will make
         loans (its "Swing Line Loans") to the Borrower equal to the principal
         amount of the Swing Line Loan requested by the Borrower to be made on
         such day. The Commitment of the Swing Line Lender described in this
         clause is herein referred to as its "Swing Line Loan Commitment".

On the terms and subject to the conditions hereof, the Borrower may from time to
time borrow, prepay and reborrow Revolving Loans and Swing Line Loans. No
Revolving Loan Lender shall be permitted or required to make any Revolving Loan
if, after giving effect thereto, the aggregate outstanding principal amount of
all Revolving Loans of such Revolving Loan Lender, together with such Lender's
RL Percentage of the aggregate amount of all Swing Line Loans and Letter of
Credit Outstandings, would exceed such Lender's RL Percentage of the then
existing Revolving Loan Commitment Amount. Furthermore, the Swing Line Lender
shall not be permitted or required to make Swing Line Loans if, after giving
effect thereto, the aggregate outstanding principal amount of all Swing Line
Loans would exceed (i) the then existing Swing Line Loan Commitment Amount or
(ii) when combined with the aggregate outstanding principal amount of Revolving
Loans and Letter of Credit Outstandings, the then existing Revolving Loan
Commitment Amount.

                  II.1.2 Letter of Credit Commitment. From time to time on any
Business Day occurring on and after the Effective Date but prior to the
Revolving Loan Commitment Termination Date, the Issuer agrees that it will

                           (a) issue at sight one or more trade letters of
         credit or standby letters of credit (each, a "Letter of Credit") for
         the account of the Borrower or any Subsidiary in the Stated Amount in
         Dollars requested by the Borrower on such day; or

                           (b) extend the Stated Expiry Date of an existing
         Letter of Credit previously issued hereunder.

No Stated Expiry Date shall extend beyond the earlier of (i) 30 days prior to
the Revolving Loan Commitment Termination Date in the case of trade Letters of
Credit or 10 days prior to the Revolving Loan Commitment Termination Date in the
case of standby Letters of Credit and (ii) (A) unless otherwise agreed to by the
Issuer in its sole discretion 364 days from the date of such issuance or
extension in the case of trade Letters of Credit or (B) (1) with respect to
standby Letters of Credit having Letter of Credit Outstandings at any time of
$5,000,000 or less in the aggregate, the date 10 days prior to the Revolving
Loan Commitment Termination Date and (2) unless otherwise agreed to by the
Issuer in its sole discretion, 548 days from the date of such issuance or
extension in the case of all other standby Letters of Credit provided, however
that each standby Letter of Credit may without violating this clause (ii)
provide by its terms that it will be automatically extended for additional
successive periods of up to one (1) year on terms acceptable to the Issuer of
such Letter of Credit. The Issuer shall not be permitted or required to issue
any Letter of Credit if, after giving effect thereto, (i) the aggregate amount
of all Letter of

                                       35
<PAGE>   43
Credit Outstandings would exceed the Letter of Credit Commitment Amount or (ii)
the sum of the aggregate amount of all Letter of Credit Outstandings plus the
aggregate principal amount of all Revolving Loans and Swing Line Loans then
outstanding would exceed the Revolving Loan Commitment Amount.

                  II.1.3 Term A Loan Commitment. The Borrower and the Lenders
acknowledge the making of the Existing Term A Loan and the Existing Term B Loan
and each Lender that has a Term A Commitment, severally and for itself alone,
hereby agrees, on the terms and subject to the conditions hereinafter set forth
and in reliance upon the representations and warranties set forth herein and in
the other Loan Documents, that such Existing Term A Loan shall continue to be
outstanding as loans pursuant to the terms and conditions of this Agreement
(each such loan, an "Original Term A Loan") and that an aggregate principal
amount of Existing Term B Loan shall be converted to Term A Loans and shall
continue to be outstanding as Term A Loans (each such loan, a "Converted Term A
Loan", and together with the Original Term A Loans, "Term A Loans") pursuant to
the terms and conditions of this Agreement, such that, on the Effective Date,
the aggregate principal amount of Original Term A Loans and Converted Term A
Loans (the "Effective Date Term A Amount") shall equal [$60,000,000] and each
Lender that has a Term A Loan Commitment shall be deemed to have outstanding
Term A Loans in an aggregate principal amount equal to its Term A Percentage of
such Effective Date Term A Amount. No amounts paid or prepaid with respect to
Term A Loans may be reborrowed.

         Section II.2 Reduction of the Commitment Amounts. The Commitment
Amounts are subject to reduction from time to time pursuant to this Section 2.2.

                  II.2.1 Optional. (a) The Borrower may, from time to time on
any Business Day occurring after the Effective Date, voluntarily reduce the
amount of the Revolving Loan Commitment Amount, the Swing Line Loan Commitment
Amount or the Letter of Credit Commitment Amount on the Business Day so
specified by the Borrower; provided, however, that all such reductions shall
require at least one Business Day's prior notice to the Administrative Agent and
be permanent, and any partial reduction of any Commitment Amount shall be in a
minimum amount of $500,000 and in an integral multiple of $100,000. Any optional
or mandatory reduction of the Revolving Loan Commitment Amount pursuant to the
terms of this Agreement which reduces the Revolving Loan Commitment Amount below
the sum of (i) the Swing Line Loan Commitment Amount and (ii) the Letter of
Credit Commitment Amount shall result in an automatic and corresponding
reduction of the Swing Line Loan Commitment Amount and/or Letter of Credit
Commitment Amount (as directed by the Borrower in a notice to the Administrative
Agent delivered together with the notice of such voluntary reduction in the
Revolving Loan Commitment Amount or, in the absence of such direction, pro rata
based upon the respective amounts thereof) to an aggregate amount not in excess
of the Revolving Loan Commitment Amount, as so reduced, without any further
action on the part of the Swing Line Lender or the Issuer.

                  (b) In the event of refusals by a Lender to consent to
         proposed amendments, modifications or waivers with respect to this
         Agreement which have been approved by the Required Lenders as provided
         in Section 10.1.2, the Borrower shall have the right, upon three (3)
         Business Days' prior written notice to the Administrative Agent (which
         notice the Administrative Agent shall promptly transmit to each of the
         Lenders), to

                                       36
<PAGE>   44
         terminate the entire Revolving Loan Commitment of such Lender, so long
         as all Loans, together with accrued and unpaid interest, fees and all
         other amounts, due and owing to such Lender are repaid concurrently
         with the effectiveness of such termination. At such time, such Lender
         shall no longer constitute a "Lender" for purposes of this Agreement,
         except with respect to indemnifications under this Agreement which
         shall survive as to such repaid Lender.

                  I.1.1 Mandatory. Following the prepayment in full of the Term
A Loans, the Revolving Loan Commitment Amount shall, without any further action,
automatically and permanently be reduced on the date such Term A Loans would
otherwise have been required to be prepaid pursuant to clause (d) through (f) of
Section 3.1.1 and Section 3.1.2, in an amount equal to the amount by which such
Term A Loans would otherwise be required to be prepaid if such Term A Loans had
been outstanding.

         Section I.1 Borrowing Procedures. Loans (other than Swing Line Loans)
shall be made by the Lenders in accordance with Section 2.3.1, and Swing Line
Loans shall be made by the Swing Line Lender in accordance with Section 2.3.2.

                  II.2.2 Borrowing Procedure. In the case of Loans other than
Swing Line Loans, by delivering a Borrowing Request to the Administrative Agent
not later than 2:00 p.m. on a Business Day, the Borrower may from time to time
irrevocably request, on not less than one Business Day's notice in the case of
Base Rate Loans, or three Business Days' notice in the case of Eurodollar Rate
Loans, and in either case not more than five Business Days' notice, that a
Borrowing be made, in the case of either Eurodollar Rate Loans or Base Rate
Loans, in a minimum amount of either $1,000,000 or the unused amount of the
applicable Commitment; provided, however, that, subject to the Borrower's right
to convert such Loans to Eurodollar Rate Loans pursuant to Section 2.4, all of
the Loans made on the Effective Date shall be made as Base Rate Loans; and
provided, further, that prior to the earlier to occur of (a) the 60th day after
the Effective Date and (b) the date on which the Administrative Agent reasonably
determines that the primary syndication of the Loans has been completed (with
the Administrative Agent agreeing to promptly notify the Borrower of such
determination) (the "Syndication Period"), no Loan may be made as, or converted
into, a Eurodollar Rate Loan with an Interest Period in excess of one month
(with all such Interest Periods ending on the same day during such period). On
the terms and subject to the conditions of this Agreement, each Borrowing shall
be comprised of the type of Loans, and shall be made on the Business Day,
specified in such Borrowing Request. In the case of Loans other than Swing Line
Loans, not later than 1:00 p.m. on such Business Day each Lender that has a
Commitment to make the Loans being requested shall deposit with the
Administrative Agent same day funds in an amount equal to such Lender's
Percentage of the requested Borrowing. Such deposit will be made to an account
which the Administrative Agent shall specify from time to time by notice to the
Lenders. To the extent funds are received from the Lenders, the Administrative
Agent shall promptly make such funds available to the Borrower by wire transfer
to the accounts the Borrower shall have specified in its Borrowing Request. No
Lender's obligation to make any Loan shall be affected by any other Lender's
failure to make any Loan.

                  II.2.3 Swing Line Loans. By telephonic notice to the Swing
Line Lender not later than 1:00 p.m. on a Business Day (followed (within one
Business Day) by the delivery of a

                                       37
<PAGE>   45
confirming Borrowing Request), the Borrower may from time to time irrevocably
request that Swing Line Loans be made by the Swing Line Lender in an aggregate
minimum principal amount of $50,000. All Swing Line Loans shall be made as Base
Rate Loans and shall not be entitled to be converted into Eurodollar Rate Loans.
The proceeds of each Swing Line Loan shall be made available by the Swing Line
Lender to the Borrower by wire transfer to the account the Borrower shall have
specified in its notice therefor not later than 4:00 p.m. on the Business Day
telephonic notice is received by the Swing Line Lender.

                           (a) If (i) any Swing Line Loan shall be outstanding
         for more than three Business Days, (ii) any Swing Line Loan is or will
         be outstanding on a date when the Borrower requests that a Revolving
         Loan be made, or (iii) any Default shall occur and be continuing, then
         each Revolving Loan Lender (other than the Swing Line Lender)
         irrevocably agrees that it will, at the request of the Swing Line
         Lender, make a Revolving Loan (which shall initially be funded as a
         Base Rate Loan) in an amount equal to such Lender's Revolving Loan
         Percentage of the aggregate principal amount of all such Swing Line
         Loans then outstanding (such outstanding Swing Line Loans hereinafter
         referred to as the "Refunded Swing Line Loans"). Not later than 1:00
         p.m. on the first Business Day following receipt by each Revolving Loan
         Lender of a request to make Revolving Loans as provided in the
         preceding sentence, each Revolving Loan Lender shall deposit in an
         account specified by the Swing Line Lender the amount so requested in
         same day funds and such funds shall be applied by the Swing Line Lender
         to repay the Refunded Swing Line Loans. At the time the Revolving Loan
         Lenders make the above referenced Revolving Loans the Swing Line Lender
         shall be deemed to have made, in consideration of the making of the
         Refunded Swing Line Loans, Revolving Loans in an amount equal to the
         Swing Line Lender's RL Percentage of the aggregate principal amount of
         the Refunded Swing Line Loans. Upon the making (or deemed making, in
         the case of the Swing Line Lender) of any Revolving Loans pursuant to
         this clause (b), the amount so funded shall become outstanding under
         such Revolving Loan Lender's Revolving Note and shall no longer be owed
         under the Swing Line Note. All interest payable with respect to any
         Revolving Loans made (or deemed made, in the case of the Swing Line
         Lender) pursuant to this clause (b) shall be appropriately adjusted to
         reflect the period of time during which the Swing Line Lender had
         outstanding Swing Line Loans in respect of which such Revolving Loans
         were made. Each Revolving Loan Lender's obligation to make the
         Revolving Loans referred to in this clause (b) shall be absolute and
         unconditional and shall not be affected by any circumstance, including
         (i) any set-off, counterclaim, recoupment, defense or other right which
         such Lender may have against the Swing Line Lender, any Obligor or any
         Person for any reason whatsoever; (ii) the occurrence or continuance of
         any Default; (iii) any adverse change in the condition (financial or
         otherwise) of any Obligor; (iv) the acceleration or maturity of any
         Obligations or the termination of any Commitment after the making of
         any Swing Line Loan; (v) any breach of any Loan Document by any Person;
         or (vi) any other circumstance, happening or event whatsoever, whether
         or not similar to any of the foregoing.

         Section II.3 Continuation and Conversion Elections. Subject to the
second proviso in the first sentence of Section 2.3.1, by delivering a
Continuation/ Conversion Notice to the Administrative Agent not later than 2:00
p.m. on a Business Day, the Borrower may from time to

                                       38
<PAGE>   46
time irrevocably elect, on not less than one Business Day's notice in the case
of conversions into Base Rate Loans, or three Business Days' notice in the case
of continuations of or conversions into Eurodollar Rate Loans, and in either
case not more than five Business Days' notice, that all, or any portion in an
aggregate minimum amount of $500,000 be, in the case of Base Rate Loans,
converted into Eurodollar Rate Loans or be, in the case of Eurodollar Rate
Loans, converted into Base Rate Loans or continued as Eurodollar Rate Loans (in
the absence of delivery of a Continuation/Conversion Notice with respect to any
Eurodollar Rate Loan at least three Business Days (but not more than five
Business Days) before the last day of the then current Interest Period with
respect thereto, such Eurodollar Rate Loan shall, on such last day,
automatically convert to a Base Rate Loan); provided, however, that (x) each
such conversion or continuation shall be pro rated among the applicable
outstanding Loans of all Lenders that have made such Loans, and (y) no portion
of the outstanding principal amount of any Loans may be continued as, or be
converted into, Eurodollar Rate Loans when any Payment Default or Event of
Default has occurred and is continuing or when any other Default has occurred
and is continuing to the extent the Administrative Agent or Required Lenders
have notified the Borrower that the occurrence and continuance of such Default
shall prevent the Borrower from so continuing or converting such Loans.

         Section II.4 Funding. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert Eurodollar Rate Loans hereunder by
causing one of its foreign branches or Affiliates (or an international banking
facility created by such Lender) to make or maintain such Eurodollar Rate Loan;
provided, however, that such Eurodollar Rate Loan shall nonetheless be deemed to
have been made and to be held by such Lender, and the obligation of the Borrower
to repay such Eurodollar Rate Loan shall nevertheless be to such Lender for the
account of such foreign branch, Affiliate or international banking facility. In
addition, for purposes of any determination to be made for purposes of Section
4.1, 4.2, 4.3 or 4.4, it shall be conclusively assumed that each Lender elected
to fund all Eurodollar Rate Loans by purchasing Dollar deposits in its LIBOR
Office's interbank eurodollar market (as such office may be changed from time to
time pursuant to Section 4.11 or otherwise).

         Section II.5 Issuance Procedures. By delivering to the Administrative
Agent an Issuance Request not later than 12:00 noon on a Business Day, the
Borrower may from time to time irrevocably request on not less than three nor
more than ten Business Days' notice, in the case of an initial issuance of a
Letter of Credit and not less than three Business Days' prior notice, in the
case of a request for the extension of the Stated Expiry Date of a Letter of
Credit (in each case, unless a shorter notice period is agreed to by the Issuer,
in its sole discretion), that the Issuer issue, or extend the Stated Expiry Date
of, a Letter of Credit on behalf of the Borrower (whether issued for the account
of or on behalf of the Borrower or any Subsidiary Guarantor) in such form as may
be requested by the Borrower and approved by the Issuer (such approval not to be
unreasonably withheld), solely for the purposes described in Section 7.1.7.
Notwithstanding anything to the contrary contained herein or in any separate
application for any Letter of Credit, the Borrower hereby acknowledges and
agrees that it shall be deemed to be the obligor for purposes of each such
Letter of Credit issued hereunder (whether the account party on such Letter of
Credit is the Borrower or a Subsidiary Guarantor) and shall be obligated to
reimburse the Issuer in accordance with the reimbursement provisions herein.
Each Letter of Credit shall by its terms be stated to expire on a date (its
"Stated Expiry Date") no later than the earlier to occur of (i) 30 days prior to
the Revolving Loan Commitment Termination Date in the case of

                                       39
<PAGE>   47
standby Letters of Credit or 10 days prior to the Revolving Loan Commitment
Termination Date in the case of trade Letters of Credit or (ii) (A) unless
otherwise agreed to by the Issuer in its sole discretion 364 days from the date
of its issuance in the case of trade Letters of Credit or (B) (1) with respect
to standby Letters of Credit having Letter of Credit Outstandings at any time of
$5,000,000 or less in the aggregate, the date 10 days prior to the Revolving
Loan Commitment Termination Date and (2) unless otherwise agreed to by the
Issuer in its sole discretion, 548 days from the date of its issuance in the
case of all other standby Letters of Credit, provided, however that each standby
Letter of Credit may without violating this clause (ii) provide by its terms
that it will be automatically extended for additional successive periods of up
to one (1) year on terms acceptable to the Issuer of such Letter of Credit.

                  II.5.1 Other Lenders' Participation. Upon the issuance of each
Letter of Credit, and without further action, each Revolving Loan Lender (other
than the Issuer) shall be deemed to have irrevocably purchased, to the extent of
its RL Percentage of such Letter of Credit, a participation interest in such
Letter of Credit (including the Contingent Liability and any Reimbursement
Obligation with respect thereto), and such Revolving Loan Lender shall, to the
extent of its RL Percentage of such Letter of Credit, be responsible for
reimbursing within one Business Day the Issuer for Reimbursement Obligations
which have not been reimbursed by the Borrower in accordance with Section 2.6.3.
In addition, such Revolving Loan Lender shall be entitled to receive its RL
Percentage of the Letter of Credit fees payable pursuant to Section 3.3.3 with
respect to each Letter of Credit (other than the issuance fees payable to the
Issuer of such Letter of Credit pursuant to the last sentence of Section 3.3.3)
and of interest payable pursuant to Section 2.6.2 with respect to any
Reimbursement Obligation. To the extent that any Revolving Loan Lender has
reimbursed the Issuer for a Disbursement, such Lender shall be entitled to
receive its ratable portion of any amounts subsequently received (from the
Borrower or otherwise) in respect of such Disbursement.

                  II.5.2 Disbursements. The Issuer will notify the Borrower and
the Administrative Agent promptly of the presentment for payment of any Letter
of Credit issued by the Issuer, together with notice of the date (the
"Disbursement Date") such payment shall be made (each such payment, a
"Disbursement"). Subject to the terms and provisions of such Letter of Credit
and this Agreement, the Issuer shall make such payment to the beneficiary (or
its designee) of such Letter of Credit. Not later than 12:00 noon on the first
Business Day following the Disbursement Date, the Borrower will reimburse the
Administrative Agent, for the account of the Issuer, for all amounts which the
Issuer has disbursed under such Letter of Credit in good faith, together with
interest thereon at a rate per annum equal to the rate per annum then in effect
for Base Rate Loans (with the then Applicable Margin for Revolving Loans
accruing on such amount) pursuant to Section 3.2 for the period from the
Disbursement Date through the date of such reimbursement. Without limiting in
any way the foregoing and notwithstanding anything to the contrary contained
herein or in any separate application for any Letter of Credit, the Borrower
hereby acknowledges and agrees that it shall be obligated to reimburse the
Issuer upon each Disbursement of a Letter of Credit made by the Issuer in good
faith, and it shall be deemed to be the obligor for purposes of each such Letter
of Credit issued hereunder (whether the account party on such Letter of Credit
is the Borrower or a Subsidiary Guarantor).

                  II.5.3 Reimbursement. The obligation (a "Reimbursement
Obligation") of the Borrower under Section 2.6.2 to reimburse the Issuer with
respect to each Disbursement

                                       40
<PAGE>   48
(including interest thereon), and, upon the failure of the Borrower to reimburse
the Issuer, each Revolving Loan Lender's obligation under Section 2.6.1 to
reimburse the Issuer, shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment
which the Borrower or such Revolving Loan Lender, as the case may be, may have
or have had against the Issuer or any Lender, including any defense based upon
the failure of any Disbursement to conform to the terms of the applicable Letter
of Credit (if, in the Issuer's good faith opinion, such Disbursement is
determined to be appropriate) or any non-application or misapplication by the
beneficiary of the proceeds of such Letter of Credit so long as such
Disbursement is made in good faith; provided, however, that after paying in full
its Reimbursement Obligation hereunder, nothing herein shall adversely affect
the right of the Borrower or such Lender, as the case may be, to commence any
proceeding against the Issuer for any wrongful Disbursement made by the Issuer
under a Letter of Credit as a result of acts or omissions constituting gross
negligence or willful misconduct on the part of the Issuer.

                  II.5.4 Deemed Disbursements. Upon the occurrence and during
the continuation of any Default under Section 8.1.9 or upon notification by the
Administrative Agent (acting at the direction of the Required Lenders) to the
Borrower of its obligations under this Section, following the occurrence and
during the continuation of any other Event of Default,

                           (a) the aggregate Stated Amount of all Letters of
         Credit shall, without demand upon or notice to the Borrower or any
         other Person, be deemed to have been paid or disbursed by the Issuer of
         such Letters of Credit (notwithstanding that such amount may not in
         fact have been paid or disbursed); and

                           (b) the Borrower shall be immediately obligated to
         deposit with the Issuer the amount deemed to have been so paid or
         disbursed by the Issuer.

Amounts payable by the Borrower pursuant to this Section shall be deposited in
immediately available funds with the Administrative Agent and held as collateral
security for the Reimbursement Obligations. When all Defaults giving rise to the
deemed disbursements under this Section have been cured or waived the
Administrative Agent shall return to the Borrower all amounts then on deposit
with the Administrative Agent pursuant to this Section which have not been
applied to the satisfaction of actual Reimbursement Obligations not arising by
operation of this Section 2.6.4.

                  II.5.5 Nature of Reimbursement Obligations. Each Obligor and,
to the extent set forth in Section 2.6.1, each Revolving Loan Lender shall
assume all risks of the acts, omissions or misuse of any Letter of Credit by the
beneficiary thereof. The Issuer (except to the extent of its own bad faith,
gross negligence or willful misconduct) shall not be responsible for:

                           (a) the form, validity, sufficiency, accuracy,
         genuineness or legal effect of any Letter of Credit or any document
         submitted by any party in connection with the application for and
         issuance of a Letter of Credit, even if it should in fact prove to be
         in any or all respects invalid, insufficient, inaccurate, fraudulent or
         forged;

                           (b) the form, validity, sufficiency, accuracy,
         genuineness or legal effect of any instrument transferring or assigning
         or purporting to transfer or assign a

                                       41
<PAGE>   49
         Letter of Credit or the rights or benefits thereunder or the proceeds
         thereof in whole or in part, which may prove to be invalid or
         ineffective for any reason;

                           (c) failure of the beneficiary to comply fully with
         conditions required in order to demand payment under a Letter of
         Credit;

                           (d) errors, omissions, interruptions or delays in
         transmission or delivery of any messages, by mail, telecopier, cable,
         telegraph, telex or otherwise; or

                           (e) any loss or delay in the transmission or
         otherwise of any document or draft required in order to make a
         Disbursement under a Letter of Credit.

                  II.5.6 Existing Letters of Credit. The Existing Letters of
Credit were issued pursuant to the Existing Credit Agreement and were the only
letters of credit issued under the Existing Credit Agreement which were
outstanding as of the Effective Date. The Borrower, Issuer and each of the
Lenders hereby agree with respect to the Existing Letters of Credit that such
Existing Letters of Credit, for all purposes under this Agreement, including,
without limitation, Sections 2.6.1 and 2.6.3, shall be deemed to be Letters of
Credit governed by the terms and conditions of this Agreement and for purposes
of Section 3.3.3 hereof (provided that the fee called for by the proviso to the
second sentence thereof shall be payable on the dates such fee was payable under
the Existing Credit Agreement), shall be deemed to be issued on the Effective
Date. Each Revolving Loan Lender agrees to participate in each Existing Letter
of Credit issued by the Issuer to the extent of its RL Percentage of such
Existing Letter of Credit.

         Section II.6 Register; Notes.

                           (a) Each Lender may maintain in accordance with its
         usual practice an account or accounts evidencing the Indebtedness of
         the Borrower to such Lender resulting from each Loan made by such
         Lender, including the amounts of principal and interest payable and
         paid to such Lender from time to time hereunder. In the case of a
         Lender that does not request, pursuant to Section 2.7(c) below,
         execution and delivery of a Note evidencing the Loans made by such
         Lender to the Borrower, such account or accounts shall, to the extent
         not inconsistent with the notations made by the Administrative Agent in
         the Register, be conclusive and binding on the Borrower absent manifest
         error; provided, however, that the failure of any Lender to maintain
         such account or accounts shall not limit or otherwise affect any Loan
         Obligations of the Borrower or any other Obligor.

                           (b) The Borrower hereby designates the Administrative
         Agent to serve as the Borrower's agent, solely for the purpose of this
         clause (b), to maintain a register (the "Register") in which the
         Administrative Agent will record each Lender's Commitments, the Loans
         made by each Lender and each repayment in respect of the principal
         amount of the Loans of each Lender and annexed to which the
         Administrative Agent shall retain a copy of each Lender Assignment
         Agreement delivered to the Administrative Agent pursuant to Section
         10.11.1. Failure to make any recordation, or any error in such
         recordation, shall not affect the Borrower's obligation in respect of
         such Loans. The entries in the Register shall be conclusive, in the
         absence of manifest error,

                                       42
<PAGE>   50
         and the Borrower, the Administrative Agent and the Lenders shall treat
         each Person in whose name a Loan (and as provided in Section 2.7(c) the
         Note evidencing such Loan, if any) is registered as the owner thereof
         for all purposes of this Agreement, notwithstanding notice or any
         provision herein to the contrary. A Lender's Commitment and the Loans
         made pursuant thereto may be assigned or otherwise transferred in whole
         or in part only by registration of such assignment or transfer in the
         Register. Any assignment or transfer of a Lender's Commitment and/or
         the Loans made pursuant thereto shall be registered in the Register
         only upon delivery to the Administrative Agent of a Lender Assignment
         Agreement duly executed by the assignor and assignee thereof. No
         assignment or transfer of a Lender's Commitment or the Loans made
         pursuant thereto shall be effective unless such assignment or transfer
         shall have been recorded in the Register by the Administrative Agent as
         provided in this Section.

                           (c) The Borrower agrees that, upon the request to the
         Administrative Agent by any Lender, the Borrower will execute and
         deliver to such Lender, as applicable, a Revolving Note, Term A Note
         and/or Swing Line Note evidencing the Loans made by such Lender. The
         Borrower hereby irrevocably authorizes each Lender to make (or cause to
         be made) appropriate notations on the grid attached to such Lender's
         Notes (or on any continuation of such grid), which notations, if made,
         shall evidence, inter alia, the date of, the outstanding principal
         amount of, and the interest rate and Interest Period applicable to the
         Loans evidenced thereby. Such notations shall, to the extent not
         inconsistent with the notations made by the Administrative Agent in the
         Register, be conclusive and binding on the Borrower absent manifest
         error; provided, however, that the failure of any Lender to make any
         such notations or any error in any such notation shall not limit or
         otherwise affect any Loan Obligations of any Obligor. The Loans
         evidenced by any such Note and interest thereon shall at all times
         (including after assignment pursuant to Section 10.11.1) be represented
         by one or more Notes payable to the order of the payee named therein
         and its registered assigns. A Note and the obligation evidenced thereby
         may be assigned or otherwise transferred in whole or in part only by
         registration of such assignment or transfer of such Note and the
         obligation evidenced thereby in the Register (and each Note shall
         expressly so provide). Any assignment or transfer of all or part of an
         obligation evidenced by a Note shall be registered in the Register only
         upon surrender for registration of assignment or transfer of the Note
         evidencing such obligation, accompanied by a Lender Assignment
         Agreement duly executed by the assignor thereof, and thereupon, if
         requested by the assignee, one or more new Notes shall be issued to the
         designated assignee and the old Note shall be returned by the
         Administrative Agent to the Borrower marked "exchanged". No assignment
         of a Note and the obligation evidenced thereby shall be effective
         unless it shall have been recorded in the Register by the
         Administrative Agent as provided in this Section.

         Section II.7 Additional Facility; Increase in Facilities.

                           (a) The Borrower shall have the right at any time (so
         long as (x) no Default or Event of Default then exists and (y) the
         Borrower shall have delivered to the Administrative Agent a Compliance
         Certificate for the period of four full Fiscal Quarters immediately
         preceding the incurrence described below (prepared in good faith and in
         a

                                       43
<PAGE>   51
         manner and using such methodology which is consistent with the most
         recent financial statements delivered pursuant to Section 7.1.1) giving
         pro forma effect to such incurrence and evidencing compliance with the
         covenants set forth in Section 7.2.4 and a pro forma Leverage Ratio of
         not more than 2.00:1.0 as of the last day of such period, and from time
         to time after the Syndication Period to incur from one or more existing
         Lenders and/or other Persons that are eligible to be Assignee Lenders
         and which, in each case, agree to make such loans to the Borrower,
         loans and commitments to make loans in an aggregate principal amount
         not to exceed $75,000,000 minus the amount of Subordinated Debt in
         excess of $25,000,000 incurred in accordance with Section 7.2.2(k),
         which loans may be incurred either (i) as one or more tranches of
         additional term loans (the "Additional Term Loans") as determined by
         the Administrative Agent that are pari passu in all respects to the
         Loans made pursuant to Section 2.1.3 under a facility that would
         provide that the Additional Term Loans would have an average life to
         maturity and a final maturity no earlier than Term A Loans or (ii) as
         additional Revolving Loan Commitments and Revolving Loans (the
         "Additional Revolving Loans" and together with the Additional Term
         Loans, the "Additional Loans").

                           (b) In the event that the Borrower desires to incur
         Additional Loans, it will enter into an amendment with the lenders (who
         shall by execution thereof become Lenders hereunder if not theretofore
         Lenders) to provide for such Additional Loans, which amendment shall
         set forth any terms and conditions of the Additional Loans not covered
         by this Agreement (including, without limitation, the conversion to
         Base Rate Loans of any outstanding Revolving Loans that are Eurodollar
         Rate Loans and corresponding payment of any breakage costs pursuant to
         Section 4.4 in the case of an amendment providing for Additional
         Revolving Loans) as agreed by the Borrower and such Lenders, and shall
         provide for the issuance of promissory notes to evidence the Additional
         Loans if requested by the lenders advancing Additional Loans (which
         notes shall constitute Notes for purposes of this Agreement), with such
         amendment to be in form and substance reasonably acceptable to the
         Administrative Agent and consistent with the terms of this Section
         2.8(b) and of the other provisions of this Agreement. No consent of any
         Lender (other than any Lender making Additional Loans) is required to
         permit the Loans contemplated by this Section 2.8(b) or the aforesaid
         amendment to effectuate the Additional Loans.

                                   ARTICLE III
                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

         Section III.1 Repayments and Prepayments; Application. The Borrower
agrees that the Loans shall be repaid and prepaid pursuant to the following
terms.

                  III.1.1 Repayments and Prepayments. The Borrower shall repay
in full the unpaid principal amount of each Loan upon the applicable Stated
Maturity Date therefor. Prior thereto, payments and prepayments of Loans shall
or may be made as set forth below.

                           (a) From time to time on any Business Day, the
         Borrower may make a voluntary prepayment, in whole or in part, of the
         outstanding principal amount of any

                                       44
<PAGE>   52
                                    (i) Loans (other than Swing Line Loans);
                                    provided, however, that (A) any such
                                    prepayment of the Term A Loans shall be made
                                    pro rata among Term A Loans of the same type
                                    and, if applicable, having the same Interest
                                    Period of all Lenders that have made such
                                    Term A Loans (to be applied as set forth in
                                    Section 3.1.2) and any such prepayment of
                                    Revolving Loans shall be made pro rata among
                                    the Revolving Loans of the same type and, if
                                    applicable, having the same Interest Period
                                    of all Lenders that have made such Revolving
                                    Loans; (B) all such voluntary prepayments
                                    shall require at least one but no more than
                                    five Business Days' prior written notice to
                                    the Administrative Agent given no later than
                                    12:00 noon; and (C) all such voluntary
                                    partial prepayments shall be, in the case of
                                    Eurodollar Rate Loans, in an aggregate
                                    minimum amount of $500,000 and, in the case
                                    of Base Rate Loans, in an aggregate minimum
                                    amount of $100,000; and

                                    (ii) Swing Line Loans; provided, that (A)
                                    all such voluntary prepayments shall require
                                    prior telephonic notice to the Swing Line
                                    Lender not later than 1:00 p.m. (or such
                                    later time as may be agreed by the Swing
                                    Line Lender) on the day of such prepayment
                                    (such notice to be confirmed in writing
                                    within 24 hours thereafter); and (B) all
                                    such voluntary partial prepayments shall be
                                    in an aggregate minimum amount of $50,000.

                           (b) On each date when the sum of (i) the aggregate
         outstanding principal amount of all Revolving Loans and Swing Line
         Loans and (ii) the aggregate amount of all Letter of Credit
         Outstandings exceeds the Revolving Loan Commitment Amount (as it may be
         reduced from time to time pursuant to this Agreement), the Borrower
         shall make a mandatory prepayment of Revolving Loans or Swing Line
         Loans (or both) and, if necessary, Cash Collateralize Letter of Credit
         Outstandings, in an aggregate amount equal to such excess.

                           (c) On the Stated Maturity Date with respect to the
         Term A Loans and on each Quarterly Payment Date occurring during each
         period set forth below, the Borrower shall make a scheduled repayment
         of the aggregate outstanding principal amount, if any, of all Term A
         Loans in an amount equal to the amount set forth below opposite such
         Stated Maturity Date or period during which such Quarterly Payment Date
         occurs, as applicable (in each case as such amount may have been
         reduced pursuant to Section 3.1.2(b)):


<TABLE>
<CAPTION>
                                                                                 Amount of Required
                                       Period                                    Principal Repayment
                                       ------                                    -------------------
<S>                                                                              <C>
                  [Effective Date through (and including) 6/30/02                    $2,250,000.00
                  7/1/02 through (and including) 6/30/03                            $3,000,000.00
                  7/1/03 through (and including) 6/30/04                            $4,500,000.00
</TABLE>

                                       45
<PAGE>   53
<TABLE>
<S>                                                                  <C>
                  7/1/04 through (and including) 3/31/05                            $5,250,000.00
                  Stated Maturity Date for Term A Loans                             $5,250,000.00
                                                                     or, if different, the then outstanding
                                                                     principal amount of all Term A Loans](4)
</TABLE>

                           (d) The Borrower shall, following the receipt by the
         Borrower or any Subsidiary of any Casualty Proceeds in excess of
         $2,000,000 (individually or in the aggregate when taken together with
         all other Casualty Proceeds and all Net Disposition Proceeds) over the
         course of a Fiscal Year deliver to the Administrative Agent a
         calculation of the amount of such Casualty Proceeds and make a
         mandatory prepayment of the Term A Loans in an amount equal to 100% of
         such Casualty Proceeds within 30 days of the receipt thereof to be
         applied as set forth in Section 3.1.2; provided, however, that (i) no
         mandatory prepayment on account of Casualty Proceeds (other than
         proceeds of business interruption insurance) shall be required under
         this clause if the Borrower informs the Administrative Agent in writing
         no later than 30 days following the occurrence of the Casualty Event
         resulting in such Casualty Proceeds of its or such Subsidiary's good
         faith intention to apply such Casualty Proceeds to the rebuilding or
         replacement of the damaged, destroyed or condemned assets or property
         or to otherwise reinvest such proceeds in assets or property which will
         be used or useful in the business then conducted by the Borrower and
         its Subsidiaries and the Borrower or such Subsidiary in fact uses such
         Casualty Proceeds to rebuild, replace or acquire such assets or
         property within 360 days following the receipt of such Casualty
         Proceeds, with the amount of such Casualty Proceeds unused after such
         360-day period being applied to the repayment of Term A Loans pursuant
         to Section 3.1.2 and (ii) no mandatory prepayment on account of
         proceeds of business interruption insurance shall be required under
         this clause if the Borrower informs the Administrative Agent in writing
         promptly following the receipt of such proceeds of its or such
         Subsidiary's good faith intention to expend such proceeds in the
         maintenance of the businesses then conducted by the Borrower and its
         Subsidiaries and/or reinvest such proceeds in assets or property that
         will be used or useful in such businesses and the Borrower or such
         Subsidiary in fact so uses such proceeds within 360 days following the
         receipt of such proceeds, with the amount of such proceeds not so used
         within such 360-day period being applied to the repayment of Term A
         Loans pursuant to Section 3.1.2; provided, further, however, that at
         any time when any Payment Default or Event of Default shall have
         occurred and be continuing, all Casualty Proceeds (together with Net
         Disposition Proceeds not applied as provided in clause (e) below) shall
         be deposited in an account maintained with the Administrative Agent to
         pay for such rebuilding, replacement or use whenever no Payment Default
         or Event of Default is then continuing or except as otherwise agreed to
         by the Administrative Agent for disbursement at the request of the
         Borrower or such Subsidiary, as the case may be.

                           (e) The Borrower shall, following the receipt by the
         Borrower or any Subsidiary of any Net Disposition Proceeds in excess of
         $2,000,000 (individually or in the aggregate when taken together with
         all other Net Disposition Proceeds and all Casualty Proceeds) over the
         course of a Fiscal Year deliver to the Administrative Agent a

----------------------------------
(4) To be adjusted based on the final amount of the Term A Loans.

                                       46
<PAGE>   54
         calculation of the amount of such Net Disposition Proceeds and make a
         mandatory prepayment of the Term A Loans in an amount equal to 100% of
         such Net Disposition Proceeds within one Business Day of the receipt
         thereof to be applied as set forth in Section 3.1.2; provided, however,
         that no mandatory prepayment on account of Net Disposition Proceeds
         shall be required under this clause if the Borrower informs the
         Administrative Agent in writing promptly following the receipt of such
         Net Disposition Proceeds of its or such Subsidiary's good faith
         intention to reinvest such Net Disposition Proceeds in assets or
         property that will be used or useful in its business and the Borrower
         or such Subsidiary in fact so reinvests such Net Disposition Proceeds
         within 360 days following the receipt of such Net Disposition Proceeds,
         with the amount of such Net Disposition Proceeds not so reinvested
         after such 360-day period being applied to the repayment of Term A
         Loans pursuant to Section 3.1.2; provided, further, however, that at
         any time when any Payment Default or Event of Default shall have
         occurred and be continuing, all Net Disposition Proceeds (together with
         Casualty Proceeds not applied as provided in clause (d) above) shall be
         deposited in an account maintained with the Administrative Agent to be
         so used whenever no Payment Default or Event of Default is then
         continuing or except as otherwise agreed to by the Administrative Agent
         for disbursement at the request of the Borrower.

                           (f) Concurrently with the receipt by the Borrower or
         any Subsidiary of any Net Debt Proceeds, the Borrower shall deliver to
         the Administrative Agent a calculation of the amount of such Net Debt
         Proceeds, and make a mandatory prepayment of the Term A Loans in an
         amount equal to 100% of such Net Debt Proceeds, to be applied as set
         forth in Section 3.1.2.

                           (g) Immediately upon any acceleration of the Stated
         Maturity Date of any Loans pursuant to Section 8.2 or Section 8.3, the
         Borrower shall repay all the Loans, unless, pursuant to Section 8.3,
         only a portion of all the Loans is so accelerated (in which case the
         portion so accelerated shall be so repaid).

                           (h) In the event of refusals by a Lender to consent
         to proposed amendments, modifications or waivers with respect to this
         Agreement which have been approved by the Required Lenders as provided
         in Section 10.1.2, the Borrower shall have the right, upon three (3)
         Business Days' prior written notice to the Administrative Agent (which
         notice the Administrative Agent shall promptly transmit to each of the
         Lenders), to repay all Loans, together with accrued and unpaid
         interest, fees and all other amounts due and owing to such Lender in
         accordance with said Section 10.1.2, so long as (A) in the case of the
         repayment of Revolving Loans of any Revolving Loan Lender pursuant to
         this clause (h), the Revolving Loan Commitment of such Revolving Loan
         Lender is terminated concurrently with such repayment pursuant to
         Section 2.2.1(b) and (B) in the case of the repayment of Loans of any
         Lender, the consents required by Section 10.1.2 in connection with the
         repayment pursuant to this clause (h) shall have been obtained.

Each prepayment of any Loans made pursuant to this Section shall be without
premium or penalty, except as may be required by Section 4.4.

                                       47
<PAGE>   55
            III.1.2 Application. Amounts prepaid pursuant to Section 3.1.1 shall
be applied as set forth in this Section.

                  (a)   Subject to clause (b), each prepayment or repayment of
      the principal of the Loans shall be applied, to the extent of such
      prepayment or repayment, first, to the principal amount thereof being
      maintained as Base Rate Loans, and second, subject to the terms of Section
      4.4, to the principal amount thereof being maintained as Eurodollar Rate
      Loans.

                  (b)   Each prepayment of Term A Loans made pursuant to clauses
      (a), (d), (e), and (f) of Section 3.1.1 shall be applied (i) first, to a
      mandatory prepayment of the outstanding principal amount of all Term A
      Loans (with the amount of such prepayment of the Term A Loans being
      applied to the remaining scheduled amortization payments of the Term A
      Loans pro rata in accordance with the amount of each such remaining Term A
      Loan amortization payments after giving effect to all prior reductions
      thereto (provided, however, that any voluntary prepayments of Term A
      Loans, pursuant to clause (a) of Section 3.1.1 may, at the Borrower's
      discretion, instead be applied to the remaining scheduled amortization
      payments of the Term A Loans in direct order of maturity)), and (ii)
      second, once all Term A Loans have been repaid in full, to the repayment
      of any outstanding Revolving Loans and, in the case of prepayments
      pursuant to clause (d), (e) or (f) of Section 3.1.1, to a reduction of the
      Revolving Loan Commitment Amount in accordance with Section 2.2.2.

      Section III.2 Interest Provisions. Interest on the outstanding principal
amount of Loans shall accrue and be payable by the Borrower in accordance with
the terms set forth below.

            III.2.1 Rates. Subject to Section 2.3.2, pursuant to an
appropriately delivered Borrowing Request or Continuation/Conversion Notice, the
Borrower may elect that Loans comprising a Borrowing accrue interest at a rate
per annum:

                  (a)   on that portion maintained from time to time as a Base
      Rate Loan, equal to the sum of the Alternate Base Rate from time to time
      in effect plus the Applicable Margin; provided that all Swing Line Loans
      shall always accrue interest at the then effective Applicable Margin for
      Revolving Loans maintained as Base Rate Loans; and

                  (b)   on that portion maintained as a Eurodollar Rate Loan,
      during each Interest Period applicable thereto, equal to the sum of the
      Eurodollar Rate (Reserve Adjusted) for such Interest Period plus the
      Applicable Margin.

All Eurodollar Rate Loans shall bear interest from and including the first day
of the applicable Interest Period to (but not including) the last day of such
Interest Period at the interest rate determined as applicable to such Eurodollar
Rate Loan.


            III.2.2 Post-Maturity Rates. After the date any principal amount of
any Loan or Reimbursement Obligation is due and payable (whether on the Stated
Maturity Date, upon acceleration or otherwise), or after any other monetary
Obligation of the Borrower shall have


                                       48
<PAGE>   56
become due and payable, the Borrower shall pay interest (after as well as before
judgment) on such delinquent amounts at a rate per annum equal to the Alternate
Base Rate from time to time in effect, plus the Applicable Margin for Base Rate
Loans, plus a margin of 2%.

            III.2.3 Payment Dates. Interest accrued on each Loan shall be
payable, without duplication:

                  (a)   on the Stated Maturity Date therefor;

                  (b)   on the date of any payment or prepayment, in whole or
      in part, of principal outstanding on such Loan on the principal amount
      so paid or prepaid;

                  (c)   with respect to Base Rate Loans, on each Quarterly
      Payment Date occurring after the Effective Date;

                  (d)   with respect to Eurodollar Rate Loans, on the last day
      of each applicable Interest Period (and, if such Interest Period shall
      exceed three months, on the date occurring on each three-month interval
      occurring after the first day of such Interest Period);

                  (e)   with respect to any Base Rate Loans converted into
      Eurodollar Rate Loans on a day when interest would not otherwise have been
      payable pursuant to clause (c), on the date of such conversion; and

                  (f)   on that portion of any Loans the Stated Maturity Date of
      which is accelerated pursuant to Section 8.2 or Section 8.3, immediately
      upon such acceleration.

Interest accrued on Loans or other monetary Loan Obligations after the date such
amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.


      Section III.3 Fees. The Borrower agrees to pay the fees set forth below.
All such fees shall be non-refundable.

            III.3.1 Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Loan Lender, for the
period (including any portion thereof when the Revolving Loan Commitment is
suspended by reason of the Borrower's inability to satisfy any condition of
Section 5.1 or 5.2) commencing on the Effective Date and continuing through the
Revolving Loan Commitment Termination Date, a commitment fee in an amount equal
to the Commitment Fee, in each case on such Lender's Percentage of the sum of
the average daily unused portion of the Revolving Loan Commitment Amount (with
Letter of Credit Outstandings and Swing Line Loans outstanding being deemed
usage thereof for purposes of this Section 3.3.1). All commitment fees payable
pursuant to this Section shall be calculated on a year comprised of 365 days or,
if appropriate, 366 days and payable by the Borrower in arrears on each
Quarterly Payment Date, commencing with the first Quarterly Payment Date
following the Effective Date and on the Revolving Loan Commitment Termination
Date.


                                       49
<PAGE>   57
            III.3.2 Agent's Fee. The Borrower agrees to pay the fees in the
amounts and on the dates set forth in the Agent's Fee Letter.

            III.3.3 Letter of Credit Fees. The Borrower agrees to pay to the
Administrative Agent, for the pro rata account of each Revolving Loan Lender, a
Letter of Credit fee in an amount per annum equal to the then effective
Applicable Margin for Revolving Loans maintained as Eurodollar Rate Loans,
multiplied by the Stated Amount of each such Letter of Credit, such fees being
payable quarterly in arrears on each Quarterly Payment Date following the date
of issuance of each Letter of Credit and on the Revolving Loan Commitment
Termination Date. The Borrower further agrees to pay to the Issuer (subject to
the proviso to this sentence) quarterly in arrears on each Quarterly Payment
Date following the date of each issuance and extension of each Letter of Credit
issued or extended by the Issuer and on the Revolving Loan Commitment
Termination Date, a facing fee in an amount equal to 1/8 of 1% per annum on the
Stated Amount of such Letter of Credit; provided that, if on the date any Letter
of Credit is issued and on each anniversary thereof the facing fee which would
accrue with respect to such Letter of Credit over the succeeding 365 days
(assuming such Letter of Credit would remain undrawn until its Stated Expiry
Date) would be less than $500, the Borrower shall pay the Issuer a facing fee of
$500 with respect to such Letter of Credit in advance on the date of such
issuance or anniversary. In addition to the fees described in the preceding two
sentences of this Section 3.3.3, the Borrower agrees to pay to the Issuer its
customary processing fees for issuing, modifying and making payment under each
Letter of Credit. All Letter of Credit fees payable pursuant to this Section
shall be calculated on a year comprised of 365 days or, if applicable, 366 days.

                                   ARTICLE IV
                  CERTAIN EURODOLLAR RATE AND OTHER PROVISIONS

      Section IV.1 Eurodollar Rate Lending Unlawful. If any Lender shall in good
faith determine (which determination shall, upon notice thereof to the Borrower
and the Administrative Agent, be conclusive and binding on the Borrower) that
the introduction of or any change in or in the interpretation of any law makes
it unlawful, or any Governmental Authority asserts that it is unlawful, for such
Lender to make or continue any Loan as, or to convert any Loan into, a
Eurodollar Rate Loan, the obligations of such Lender to make, continue or
convert any such Eurodollar Rate Loan shall, upon such determination, forthwith
be suspended until such Lender shall notify the Administrative Agent that the
circumstances causing such suspension no longer exist, and all outstanding
Eurodollar Rate Loans payable to such Lender shall automatically convert into
Base Rate Loans at the end of the then current Interest Periods with respect
thereto or sooner, if required by such law or assertion.

      Section IV.2 Deposits Unavailable. If the Administrative Agent shall have
determined that

                  (a)   Dollar deposits in the relevant amount and for the
      relevant Interest Period are not available to it in the interbank
      eurodollar market; or


                                       50
<PAGE>   58
                  (b)   by reason of circumstances affecting the interbank
      eurodollar market, adequate means do not exist for ascertaining the
      interest rate applicable hereunder to Eurodollar Rate Loans;

then, upon notice from the Administrative Agent to the Borrower and the Lenders,
the obligations of all Lenders under Section 2.3 and Section 2.4 to make or
continue any Loans as, or to convert any Loans into, Eurodollar Rate Loans shall
forthwith be suspended until the Administrative Agent shall notify the Borrower
and the Lenders that the circumstances causing such suspension no longer exist.


      Section IV.3 Increased Eurodollar Rate Loan Costs, etc. The Borrower
agrees to reimburse each Secured Party for any increase in the cost to such
Secured Party of, or any reduction in the amount of any sum receivable by such
Secured Party in respect of, such Secured Party's Commitments and the making of
Credit Extensions hereunder (including the making, continuing or maintaining (or
of its obligation to make or continue) any Loans as, or of converting (or of its
obligation to convert) any Loans into, Eurodollar Rate Loans) that arise in
connection with any change in, or the introduction, adoption, effectiveness,
interpretation, reinterpretation or phase-in after the Effective Date of, any
law or regulation, directive, guideline, decision or request (whether or not
having the force of law) of any Governmental Authority, except for such changes
with respect to increased capital costs and Taxes which are governed by Sections
4.5 and 4.6, respectively. Each affected Secured Party shall promptly notify the
Administrative Agent and the Borrower in writing of the occurrence of any such
event, stating, in reasonable detail, the reasons therefor and the additional
amount required fully to compensate such Secured Party for such increased cost
or reduced amount. Such additional amounts shall be payable by the Borrower
directly to such Secured Party within five days of its receipt of such notice,
and such notice shall, in the absence of manifest error, be conclusive and
binding on the Borrower.

      Section IV.4 Funding Losses. In the event any Lender shall incur any loss
or expense (including any loss or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Lender to make or
continue any portion of the principal amount of any Loan as, or to convert any
portion of the principal amount of any Loan into, a Eurodollar Rate Loan (but
excluding any loss of margin after the date of the relevant conversion,
repayment, prepayment or failure to borrow, continue or convert) as a result of

                  (a)   any conversion or repayment or prepayment of the
      principal amount of any Eurodollar Rate Loan on a date other than the
      scheduled last day of the Interest Period applicable thereto, whether
      pursuant to Article III or otherwise;

                  (b)   any Loans not being made as Eurodollar Rate Loans in
      accordance with the Borrowing Request therefor; or

                  (c)   any Loans not being continued as, or converted into,
      Eurodollar Rate Loans in accordance with the Continuation/Conversion
      Notice therefor;

then, upon the written notice of such Lender to the Borrower (with a copy to the
Administrative Agent), the Borrower shall, within five days of its receipt
thereof, pay directly to such Lender such amount as will (in the reasonable
determination of such Lender) reimburse such Lender for


                                       51
<PAGE>   59
such loss or expense. Such written notice shall, in the absence of manifest
error, be conclusive and binding on the Borrower.

      Section IV.5 Increased Capital Costs. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any Governmental Authority affects
or would affect the amount of capital required or expected to be maintained by
any Secured Party or any Person controlling such Secured Party, and such Secured
Party determines (in its good faith discretion) that the rate of return on its
or such controlling Person's capital as a consequence of the Commitments or the
Credit Extensions made, or the Letters of Credit participated in, by such
Secured Party is reduced to a level below that which such Secured Party or such
controlling Person could have achieved but for the occurrence of any such
circumstance, then upon notice from time to time by such Secured Party to the
Borrower, the Borrower shall within five days following receipt of such notice
pay directly to such Secured Party additional amounts sufficient to compensate
such Secured Party or such controlling Person for such reduction in rate of
return. A statement of such Secured Party as to any such additional amount or
amounts and setting forth in reasonable detail the calculation thereof shall, in
the absence of manifest error, be conclusive and binding on the Borrower. In
determining such amount, such Secured Party may use any reasonable method of
averaging and attribution that it (in its sole and absolute discretion) shall
deem applicable; provided that such Secured Party may not impose materially
greater costs on the Borrower than on any similarly situated borrower by virtue
of any such averaging or attribution method.

      Section IV.6 Taxes. The Borrower covenants and agrees as follows with
respect to Taxes.

                  (a)   Any and all payments by the Borrower under each Loan
      Document shall be made without setoff, counterclaim or other defense, and
      free and clear of, and without deduction or withholding for or on account
      of, any Taxes. In the event that any Taxes are required by law to be
      deducted or withheld from any payment required to be made by the Borrower
      to or on behalf of any Secured Party under any Loan Document, then:

                        (i) subject to clause (f), if such Taxes are
                        Non-Excluded Taxes, the amount of such payment shall be
                        increased as may be necessary such that such payment is
                        made, after withholding or deduction for or on account
                        of such Taxes, in an amount that is not less than the
                        amount provided for in such Loan Document; and

                        (ii) the Borrower shall withhold the full amount of such
                        Taxes from such payment (as increased pursuant to clause
                        (a) (i)) and shall pay such amount to the Governmental
                        Authority imposing such Taxes in accordance with
                        applicable law.


                  (b)   In addition, the Borrower shall pay any and all Other
      Taxes imposed to the relevant Governmental Authority imposing such Other
      Taxes in accordance with applicable law.


                                       52
<PAGE>   60
                  (c)   As promptly as practicable after the payment of any
      Taxes or Other Taxes, and in any event within 45 days of any such payment
      being due, the Borrower shall furnish to the Administrative Agent a copy
      of an official receipt (or a certified copy thereof) evidencing the
      payment of such Taxes or Other Taxes. The Administrative Agent shall make
      copies thereof available to any Lender upon request therefor.

                  (d)   Subject to clause (f), the Borrower shall indemnify each
      Secured Party for any Non-Excluded Taxes and Other Taxes levied, imposed
      or assessed on (and whether or not paid directly by) such Secured Party
      (whether or not such Non-Excluded Taxes or Other Taxes are correctly or
      legally asserted by the relevant Governmental Authority). Promptly upon
      having knowledge that any such Non-Excluded Taxes or Other Taxes have been
      levied, imposed or assessed, and promptly upon notice thereof by any
      Secured Party, the Borrower shall pay such Non-Excluded Taxes or Other
      Taxes directly to the relevant Governmental Authority (provided, however,
      that no Secured Party shall be under any obligation to provide any such
      notice to the Borrower). In addition, the Borrower shall indemnify each
      Secured Party for any incremental Taxes that may become payable by such
      Secured Party as a result of any failure of the Borrower to pay any Taxes
      when due to the appropriate Governmental Authority (except to the extent
      such incremental Taxes result solely from the failure of the Secured Party
      to give notice to the Borrower of Taxes subject to indemnity under this
      clause (d) and the Borrower did not otherwise have knowledge of such
      Taxes) or to deliver to the Administrative Agent, pursuant to clause (c),
      documentation evidencing the payment of Taxes or Other Taxes. With respect
      to indemnification for Non-Excluded Taxes and Other Taxes actually paid by
      any Secured Party or the indemnification provided in the immediately
      preceding sentence, such indemnification shall be made within 30 days
      after the date such Secured Party makes written demand therefor. The
      Borrower acknowledges that any payment made to any Secured Party or to any
      Governmental Authority in respect of the indemnification obligations of
      the Borrower provided in this clause shall constitute a payment in respect
      of which the provisions of clause (a) and this clause shall apply.

                  (e)   Each Non-Domestic Lender, on or prior to the date on
      which such Non-Domestic Lender becomes a Lender hereunder (and from time
      to time thereafter upon the request of the Borrower or the Administrative
      Agent, but only for so long as such Non-Domestic Lender is legally
      entitled to do so), shall deliver to the Borrower and the Administrative
      Agent either

                        (i) two duly completed copies of either (A) Internal
                        Revenue Service Form W-8BEN or (B) Internal Revenue
                        Service Form W-8ECI, or in either case an applicable
                        successor form; or

                        (ii) in the case of a Non-Domestic Lender that is not
                        legally entitled to deliver either form listed in clause
                        (e)(i), (x) a certificate of a duly authorized officer
                        of such Non-Domestic Lender to the effect that such
                        Non-Domestic 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 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


                                       53
<PAGE>   61
                        Section 881(c)(3)(C) of the Code (such certificate, an
                        "Exemption Certificate") and (y) two duly completed
                        copies of Internal Revenue Service Form W-8BEN or
                        applicable successor form.


                  (f)   The Borrower shall not be obligated to gross up any
      payments to any Lender pursuant to clause (a)(i), or to indemnify any
      Lender pursuant to clause (d), in respect of United States federal
      withholding taxes to the extent imposed as a result of (i) the failure of
      such Lender to deliver to the Borrower the form or forms and/or an
      Exemption Certificate, as applicable to such Lender, pursuant to clause
      (e), (ii) 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 (iii) the Lender
      designating a successor lending office 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 Borrower shall be obligated to
      gross up any payments to any such Lender pursuant to clause (a)(i), and to
      indemnify any such Lender pursuant to clause (d), 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 case law, revenue ruling or notice or
      pronouncement by a Governmental Authority interpreting any of the
      foregoing occurring after the Effective Date, which change rendered such
      Lender no longer legally entitled to deliver such form or forms or
      Exemption Certificate or otherwise ineligible for a complete exemption
      from U.S. federal withholding tax, or rendered the information or
      certifications made in such form or forms or Exemption Certificate untrue
      or inaccurate in a material respect or (ii) the obligation to gross up
      payments to any such Lender pursuant to clause (a)(i) or to indemnify any
      such Lender pursuant to clause (d) is with respect to an Assignee Lender
      that becomes an Assignee Lender as a result of an assignment made at the
      request of the Borrower.

                  (g)   If the Administrative Agent or any Lender receives a
      refund in respect of Taxes as to which it has been grossed up by the
      Borrower pursuant to clause (a)(i) or indemnified by the Borrower pursuant
      to clause (d) and the Administrative Agent or the Lender, as applicable,
      determines in its sole, good faith judgment that such refund is
      attributable to such gross up or indemnification, then the Lender or the
      Administrative Agent, as the case may be, shall pay such amount to the
      Borrower as the Lender or the Administrative Agent determines to be the
      proportion of the refund as will leave it, after such payment, in no
      better or worse financial position with respect to Tax liabilities and
      related expenses than it would have been in absent such payment. Neither
      the Lenders nor the Administrative Agent shall be obligated to disclose
      information regarding its tax affairs or computations to the Borrower in
      connection with this clause (g) or any other provision of this Section
      4.6.

      Section IV.7 Payments, Computations, etc. Unless otherwise expressly
provided in a Loan Document, all payments by the Borrower pursuant to each Loan
Document shall be made


                                       54
<PAGE>   62
by the Borrower to the Administrative Agent for the pro rata account of the
Secured Parties entitled to receive such payment. All payments shall be made
without setoff, deduction or counterclaim not later than 12:00 noon on the date
due in same day or immediately available funds to such account as the
Administrative Agent shall specify from time to time by notice to the Borrower.
Funds received after that time shall be deemed to have been received by the
Administrative Agent on the next succeeding Business Day. The Administrative
Agent shall promptly remit in same day funds to each Secured Party its share, if
any, of such payments received by the Administrative Agent for the account of
such Secured Party. All interest (other than interest on Eurodollar Rate Loans)
and fees shall be computed on the basis of the actual number of days (including
the first day but excluding the last day) occurring during the period for which
such interest or fee is payable over a year comprised of 365 days or, if
appropriate, 366 days. All interest on Eurodollar Rate Loans shall be computed
on the basis of actual number of days (including the first day but excluding the
last day), occurring during the period for which such interest or fee is payable
over a year comprised of 360 days. Payments due on other than a Business Day
shall (except as otherwise required by clause (c) of the definition of the term
"Interest Period") be made on the next succeeding Business Day and such
extension of time shall be included in computing interest and fees in connection
with that payment.

      Section IV.8 Sharing of Payments. If any Secured Party shall obtain any
payment or other recovery (whether voluntary, involuntary, by application of
setoff or otherwise) on account of any Credit Extension or Reimbursement
Obligation (other than pursuant to the terms of Sections 4.3, 4.4, 4.5 or 4.6)
in excess of its pro rata share of payments obtained by all Secured Parties,
such Secured Party shall purchase from the other Secured Parties such
participations in Credit Extensions made by them as shall be necessary to cause
such purchasing Secured Party to share the excess payment or other recovery
ratably (to the extent such other Secured Parties were entitled to receive a
portion of such payment or recovery) with each of them; provided, however, that
if all or any portion of the excess payment or other recovery is thereafter
recovered from such purchasing Secured Party, the purchase shall be rescinded
and each Secured Party which has sold a participation to the purchasing Secured
Party shall repay to the purchasing Secured Party the purchase price to the
ratable extent of such recovery together with an amount equal to such selling
Secured Party's ratable share (according to the proportion of (a) the amount of
such selling Secured Party's required repayment to the purchasing Secured Party
to (b) total amount so recovered from the purchasing Secured Party) of any
interest or other amount paid or payable by the purchasing Secured Party in
respect of the total amount so recovered. The Borrower agrees that any Secured
Party purchasing a participation from another Secured Party pursuant to this
Section may, to the fullest extent permitted by law, exercise all its rights of
payment (including pursuant to Section 4.9) with respect to such participation
as fully as if such Secured Party were the direct creditor of the Borrower in
the amount of such participation. If under any applicable bankruptcy, insolvency
or other similar law any Secured Party receives a secured claim in lieu of a
setoff to which this Section applies, such Secured Party shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Secured Parties entitled under this Section to
share in the benefits of any recovery on such secured claim.

      Section IV.9 Setoff. Each Secured Party shall, upon the occurrence and
during the continuance of any Event of Default described in clauses (a) through
(d) of Section 8.1.9 or, with the consent of the Required Lenders, upon the
occurrence and during the continuance of any other Event of Default, have the
right to appropriate and apply to the payment of the Obligations


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<PAGE>   63
owing to it (whether or not then due), and (as security for such Obligations)
the Borrower hereby grants to each Secured Party a continuing security interest
in, any and all balances, credits, deposits, accounts or moneys of the Borrower
then or thereafter maintained with such Secured Party; provided, however, that
any such appropriation and application shall be subject to the provisions of
Section 4.8. Each Secured Party agrees promptly to notify the Borrower and the
Administrative Agent after any such setoff and application made by such Secured
Party; provided, however, that the failure to give such notice shall not affect
the validity of such setoff and application. The rights of each Secured Party
under this Section are in addition to other rights and remedies (including other
rights of setoff under applicable law or otherwise) which such Secured Party may
have.

      Section IV.10 Replacement of Lenders. If any Lender (an "Affected Lender")
(x) makes a demand upon the Borrower for (or if the Borrower is otherwise
required to pay) amounts pursuant to Section 4.3, 4.5 or 4.6 (and the payment of
such amounts are more onerous in the reasonable judgment of the Borrower than
with respect to the other Lenders), or gives notice pursuant to Section 4.1
requiring a conversion of such Affected Lender's Eurodollar Rate Loans to Base
Rate Loans or suspending such Lender's obligation to make Loans as, or to
convert Loans into, Eurodollar Rate Loans, or (y) is then subject to a Lender
Default, the Borrower may, within 30 days of receipt by the Borrower of such
demand or notice, as the case may be, give notice (a "Replacement Notice") in
writing to the Administrative Agent and such Affected Lender of its intention to
replace such Affected Lender with a financial institution or other Person (a
"Replacement Lender") designated in such Replacement Notice; provided, however,
that no Replacement Notice may be given by the Borrower and no such replacement
may occur if (i) such replacement conflicts or would conflict with any
applicable law or regulation, (ii) unless the Administrative Agent otherwise
consents, any Event of Default shall have occurred and be continuing at the time
of the giving of such notice or the time of such replacement or (iii) prior to
the giving of such notice or the time of any such replacement, such Lender, in
the Borrower's reasonable judgment, shall have taken any necessary action under
Section 4.3, 4.5 or 4.6 (if applicable) so as to eliminate the continued need
for payment of amounts owing pursuant to Section 4.3, 4.5 or 4.6 or shall have
cured the failure or other event that resulted in any relevant Lender Default.
If the Administrative Agent shall, in the exercise of its reasonable discretion
and within five Business Days of its receipt of such Replacement Notice, notify
the Borrower and such Affected Lender in writing that the Replacement Lender is
satisfactory to the Administrative Agent (such consent not being required where
the Replacement Lender is already a Lender), then such Affected Lender shall,
subject to the payment of any amounts due to the Affected Lender pursuant to
Section 4.4, assign, in accordance with Section 10.11.1, all of its Commitments,
Loans, Notes (if any) and other rights and obligations under this Agreement and
all other Loan Documents (including Reimbursement Obligations, if applicable) to
such Replacement Lender; provided, however, that (i) such assignment shall be
without recourse, representation or warranty and shall be on terms and
conditions reasonably satisfactory to such Affected Lender and such Replacement
Lender, (ii) the purchase price paid by such Replacement Lender shall be in the
amount of such Affected Lender's Loans and its Percentage of outstanding
Reimbursement Obligations, together with all accrued and unpaid interest and
fees in respect thereof, plus all other amounts (including the amounts demanded
and unreimbursed under Sections 4.3, 4.5 and 4.6), owing to such Affected Lender
hereunder and (iii) the Borrower shall pay to the Affected Lender and the
Administrative Agent to the extent so requested all reasonable out-of-pocket
expenses incurred by the Affected Lender and the Administrative Agent in


                                       56
<PAGE>   64
connection with such assignment and assumption (including the processing fees
described in Section 10.11.1). Upon the effective date of an assignment
described above, the Replacement Lender shall become a "Lender" for all purposes
under this Agreement and the other Loan Documents.

      Section IV.11 Change of Lending Office. Each Lender agrees that if it
makes any demand for payment under Sections 4.3, 4.4, 4.5 or 4.6, or if any
introduction or change of the type described in Section 4.1 shall occur with
respect to it, it will use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, as determined in its sole discretion) to designate
a different lending office if the making of such a designation would reduce or
obviate the need for the Borrower to make payments under Section 4.3, 4.4, 4.5
or 4.6, or would eliminate or reduce the effect of any introduction or change
described in Section 4.1.

                                    ARTICLE V
                         CONDITIONS TO CREDIT EXTENSIONS

      Section V.1 Effective Date. The effectiveness of this Agreement shall be
subject to the prior or concurrent satisfaction of each of the conditions
precedent set forth in this Section 5.1.

            V.1.1 Resolutions, etc. The Administrative Agent shall have received
from each Obligor, as applicable, (i) a copy of a good standing certificate,
dated a date reasonably close to the Effective Date, for each such Person and
(ii) a certificate, dated the Effective Date, duly executed and delivered by
such Person's Secretary or Assistant Secretary, managing member or general
partner, as applicable, as to

                  (a)   resolutions of each such Person's Board of Directors (or
      other managing body, in the case of other than a corporation) then in full
      force and effect authorizing, to the extent relevant, all aspects of the
      Transactions applicable to such Person and the execution, delivery and
      performance of each Loan Document to be executed by such Person and the
      transactions contemplated hereby and thereby;

                  (b)   the incumbency and signatures of those of its officers,
      managing member or general partner, as applicable, authorized to act with
      respect to each Loan Document to be executed by such Person (each, an
      "Authorized Officer"); and

                  (c)   the full force and validity of each Organic Document
      of such Person and copies thereof;
upon which certificates each Secured Party may conclusively rely until it shall
have received a further certificate of the Secretary, Assistant Secretary,
managing member or general partner, as applicable, of any such Person canceling
or amending the prior certificate of such Person.


            V.1.2 Transactions Consummated. The Dividend Payments, the
Contributions and the Mergers, shall have been duly approved by the Board of
Directors and (if required by applicable law) the shareholders and/or any other
organizational bodies of the parties thereto, and all Reorganization Documents
shall have been duly executed and delivered by the parties thereto


                                       57
<PAGE>   65
and shall be in full force and effect. The structure and all terms of the
Dividend Payments, the Contribution and the Mergers and all Reorganization
Documents shall be reasonably satisfactory in form and substance to the
Administrative Agent. Each material condition precedent to the obligations of
each Person party to the Reorganization Agreement to consummate the Mergers as
set forth in the Reorganization Documents shall have been satisfied to the
reasonable satisfaction of the Administrative Agent or waived with the consent
of the Administrative Agent, and the Dividend Payments, the Contributions and
the Mergers shall have been consummated in accordance with the Delaware General
Corporation Law and the Delaware Limited Liability Company Act in all material
respects and all other material requirements of applicable law (including the
filing of the Certificates of Merger with the Secretary of State of the State of
Delaware with respect to the First Step Merger and the Second Step Merger) and
with the Reorganization Documents (without giving effect to any material
amendment, modification or waiver with respect thereto unless consented to by
the Administrative Agent).

                  (a)   The Borrower shall have received gross cash proceeds in
      an aggregate amount of not less than $100,000,000 from the IPO. All terms
      and conditions (and the documentation) in connection with the IPO shall be
      reasonably satisfactory to the Administrative Agent.

                  (b)   The structure and all terms of the Sub Debt Prepayment
      and all Sub Debt Prepayment Documents (including an amendment to the
      Subordinated Loan Agreement in form and substance reasonably satisfactory
      to the Administrative Agent) shall be reasonably satisfactory in form and
      substance to the Administrative Agent. The Borrower shall have consummated
      the Sub Debt Prepayment pursuant to the terms of the Sub Debt Prepayment
      Documents (without giving effect to any amendment, modification or waiver
      with respect thereto unless consented to by the Administrative Agent). In
      the event that the gross cash proceeds from the IPO on the Effective Date
      exceed $105,000,000, the Borrower may, in its discretion, increase the
      amount of Subordinated Loans to be redeemed pursuant to the Sub Debt
      Prepayment by an amount equal to the lesser of $20,000,000 and the amount
      of such excess (rounded to the nearest multiple of $1,000,000), together
      with premium in an aggregate amount reasonably satisfactory to the
      Administrative Agent.

                  (c)   The Borrower shall have made the Prepayment in
      accordance with the terms of the Existing Credit Agreement and the AAR
      Agreement, including the payment of all accrued and unpaid interest and
      fees and any breakage costs pursuant to Section 4.4 of the Existing Credit
      Agreement.

                  (d)   The fees and expenses incurred by the Borrower and its
      Subsidiaries, with respect to the Transactions shall not exceed
      $16,000,000.

            V.1.3 Revolving Loans; Cash on Hand. After giving effect to the
Transactions, the Borrower shall not have outstanding Revolving Loans or Swing
Line Loans in excess of $20,000,000 in the aggregate. Without limiting the
foregoing, the Borrower shall have utilized not less than $10,000,000 of cash on
hand prior to the IPO to prepay Existing Loans and shall not have in excess of
$5,000,000 of cash on hand prior to giving effect to the IPO.


                                       58
<PAGE>   66
            V.1.4 Closing Date Certificate. The Administrative Agent shall have
received the Borrower Closing Date Certificate, dated the Effective Date and
duly executed and delivered by an Authorized Officer of the Borrower, in which
certificate the Borrower shall agree and acknowledge that the statements made
therein shall be deemed to be true and correct representations and warranties of
the Borrower as of such date, and, at the time such certificate is delivered,
such statements shall in fact be true and correct in all material respects. All
material documents and agreements required to be appended to the Borrower
Closing Date Certificate shall be in form and substance reasonably satisfactory
to the Administrative Agent.

            V.1.5 Delivery of Notes. The Administrative Agent shall have
received, for the account of each Lender, such Lender's Note or Notes duly
executed and delivered by an Authorized Officer of the Borrower.

            V.1.6 Payment of Outstanding Indebtedness, etc. On the Effective
Date and after giving effect to the IPO, neither the Borrower nor any of its
Subsidiaries shall have any existing Indebtedness other than (i) the Loan
Obligations, (ii) existing Subordinated Debt in an aggregate principal amount
not exceeding $45,000,000 and (iii) other indebtedness existing prior to giving
effect to the Transactions incurred in accordance with the Existing Credit
Agreement which is not being repaid in connection with the Transactions or which
is reasonably satisfactory to the Administrative Agent.

            V.1.7 Effective Date Fees, Expenses, etc. The Administrative Agent
shall have received for its account, or for the account of each Lender, as the
case may be, all fees, costs and expenses due and payable in accordance with the
Agent's Fee Letter and pursuant to Section 3.3 and, to the extent invoiced,
Section 10.3.

            V.1.8 Financial Information, Material Adverse Change. The
Administrative Agent shall have received, with counterparts for each Lender, and
be reasonably satisfied with the form and scope (which shall be consistent with
the financial statements previously delivered to the Administrative Agent) of

                        (i) unaudited consolidated financial statements of GEEG
                        and its Subsidiaries, including balance sheets and
                        income and cash flow statements, as of the end of and
                        for each of the first three Fiscal Months in 2001
                        certified as complete and correct by the chief financial
                        or accounting Authorized Officer of the Borrower;

                        (ii) consolidated pro forma balance sheet of the
                        Borrower, as of the end of the most recently completed
                        Fiscal Month of the Borrower occurring prior to the
                        Effective Date, certified by the chief financial or
                        accounting Authorized Officer of the Borrower, giving
                        effect to the consummation of the Transactions and the
                        other transactions contemplated by this Agreement and
                        the Transaction Documents to be consummated on the
                        Effective Date and reflecting estimated transaction
                        related accounting adjustments and the proposed
                        corporate and capital structures of the Borrower and its
                        Subsidiaries, prepared in accordance in all material
                        respects with Regulation S-X; and


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<PAGE>   67
                        (iii) projected financial statements (including balance
                        sheets and statements of operations, stockholders'
                        equity and cash flows) of the Borrower and its
                        Subsidiaries for the five-year period following the
                        Effective Date, in form and substance reasonably
                        satisfactory to the Administrative Agent (the
                        "Projections").


                  (a)   Since December 31, 2000, nothing shall have occurred
      which is reasonably likely to have a material adverse effect on the rights
      or remedies of the Lenders or the Administrative Agent, or on the ability
      of the Borrower and its Subsidiaries to perform their obligations to the
      Lenders or which is reasonably likely to constitute or give rise to any
      material adverse change in the business, operations, prospects or
      financial condition of the Borrower and its Subsidiaries taken as a whole.

            V.1.9 Opinions of Counsel. The Administrative Agent shall have
received opinions, dated the Closing Date and addressed to the Administrative
Agent and all Lenders, from:

                  (a)   White & Case LLP, counsel to the Obligors, in form
      and substance reasonably satisfactory to the Administrative Agent;

                  (b)   such opinions of local counsel to the Obligors as may be
      reasonably requested by the Administrative Agent, in form and substance
      reasonably satisfactory to the Administrative Agent; and

                  (c)   White & Case LLP confirming that the Administrative
      Agent and the Lenders are entitled to rely upon its opinion delivered to
      the underwriters pursuant to the Transactions.

            V.1.10 Filing Agent, etc. All UCC financing statements (Form UCC-1)
or other similar financing statements and UCC amendment statements (Form UCC-3)
(collectively, the "Filing Statements") required to be delivered on the
Effective Date pursuant to the Credit Documents shall have been delivered to CT
Corporation System or another similar filing service company acceptable to the
Administrative Agent (the "Filing Agent"). The Filing Agent shall have
acknowledged in a writing satisfactory to the Administrative Agent (i) the
Filing Agent's receipt of all Filing Statements, (ii) that the Filing Statements
have either been submitted for filing in the appropriate filing offices or will
be submitted for filing in the appropriate offices within ten days following the
Effective Date and (iii) that the Filing Agent will notify the Administrative
Agent of the results of such submissions within 30 days following the Effective
Date.

            V.1.11 Solvency Certificate. The Administrative Agent shall have
received, with counterparts for each Lender, a certificate duly executed and
delivered by the chief financial Authorized Officer of the Borrower, dated the
Effective Date, in the form of Exhibit I attached hereto.


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<PAGE>   68
            V.1.12 Security and Pledge Agreements. The Administrative Agent
shall have received, with counterparts for each Lender, each Security and Pledge
Agreement, dated as of the Effective Date and duly executed and delivered by an
Authorized Officer of the Borrower and each Subsidiary Guarantor, as applicable,
together with

                  (a)   certificates evidencing all of the issued and
      outstanding Capital Stock pledged pursuant to the applicable Security and
      Pledge Agreement, which certificates in each case shall be accompanied by
      undated instruments of transfer duly executed in blank, or, if any such
      shares of Capital Stock pledged pursuant to such Security and Pledge
      Agreement are uncertificated securities, the Administrative Agent shall
      have obtained "control" (as defined in the UCC) over such shares of
      Capital Stock) and such other instruments and documents as may be
      necessary under applicable law, in the reasonable opinion of the
      Administrative Agent, to perfect the first priority security interest of
      the Administrative Agent in such shares of Capital Stock; provided,
      however, that (i) no more than 65% of the shares of Capital Stock held by
      the Borrower or a Subsidiary of the Borrower of a Foreign Subsidiary will
      be required to be pledged and (ii) no shares of Capital Stock of any
      Foreign Subsidiary held by another Foreign Subsidiary will be required to
      be pledged to the Administrative Agent;

                  (b)   all Intercompany Notes, if any, pledged pursuant to
      the Security and Pledge Agreement;

                  (c)   executed copies of Filing Statements naming each such
      Obligor as a debtor and the Administrative Agent as the secured party, or
      other similar instruments or documents to be filed under the Uniform
      Commercial Code of all jurisdictions, as the Administrative Agent may
      reasonably require to perfect the security interests (or maintain the
      perfected security interests) of the Administrative Agent pursuant to the
      Security and Pledge Agreement;

The Administrative Agent shall be satisfied that (i) the Lien granted to the
Administrative Agent, for the benefit of the Secured Parties in the collateral
described above is a first priority (or local equivalent thereof) security
interest subject only to Liens permitted pursuant to Section 7.2.3; and (ii) no
Lien exists on any of the collateral described above other than the Lien created
in favor of the Administrative Agent, for the benefit of the Secured Parties,
pursuant to a Loan Document and Liens permitted pursuant to Section 7.2.3.


            V.1.13 Foreign Pledge Agreements. All Foreign Pledge Agreements (if
any), or amendments thereto, shall have been duly executed and delivered by all
parties thereto and shall remain in full force and effect, and all Liens granted
to the Administrative Agent thereunder shall be duly perfected to provide the
Administrative Agent with a security interest in and Lien on all collateral
granted thereunder free and clear of other Liens, except to the extent consented
to by the Administrative Agent.

            V.1.14 Patent Security Agreement, Copyright Security Agreement and
Trademark Security Agreement. The Administrative Agent shall have received the
Patent Security Agreement, the Copyright Security Agreement and the Trademark
Security Agreement, as


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<PAGE>   69
applicable, each dated as of the Effective Date, duly executed and delivered by
an Authorized Officer of each Obligor that has delivered a Security and Pledge
Agreement.

            V.1.15 Mortgage Amendments. Amendments to all existing Mortgages
shall have been duly executed and delivered by all parties thereto, and all
Liens granted to the Administrative Agent thereunder shall remain in full force
and effect, and all Liens granted to the Administrative Agent thereunder shall
be duly perfected to provide the Administrative Agent with a security interest
in and Lien on all collateral granted thereunder free and clear of other Liens,
except to the extent consented to by the Administrative Agent.

            V.1.16 Perfection Certificate. The Administrative Agent shall have
received updated Perfection Certificates, dated as of the Effective Date, duly
executed and delivered by an Authorized Officer of each Obligor that is a party
to a Security and Pledge Agreement.

            V.1.17 Insurance. The Administrative Agent shall have received
insurance certificates, from one or more insurance companies reasonably
satisfactory to the Administrative Agent, evidencing coverage required to be
maintained pursuant to the Loan Documents.

            V.1.18 Litigation. There shall exist no pending or threatened
action, suit, inquiry, investigation, litigation or proceeding pending or
threatened in any court or before any arbitrator or governmental instrumentality
(a) with respect to the Transactions (other than an action with respect to the
IPO that is not reasonably likely to have a material adverse effect on the IPO)
or the legality or validity of any Loan Document or any Material Document or (b)
could reasonably be expected to have a Material Adverse Effect. There shall not
exist any judgment, order, injunction or other restraint prohibiting or imposing
materially adverse conditions upon the Transactions or the related financing.

            V.1.19 Approvals. All material governmental, shareholder and third
party consents and approvals necessary in connection with the consummation of
the Transactions, and the related financings and other transactions contemplated
hereby shall have been duly obtained and all applicable waiting periods shall
have expired without any action being taken by any competent authority that
could restrain, prevent or impose any materially adverse conditions on the
Transactions or the continued operations of the Borrower or any of its
Subsidiaries. After giving effect to the Transactions, the financings incurred
in connection therewith and the other transactions contemplated hereby, there
shall be no conflict with, or default under, any material agreement of the
Borrower and its Subsidiaries (including the Transaction Documents).

      Section V.2 All Credit Extensions. The obligation of each Lender and the
Issuer to make any Credit Extension (including the initial Credit Extension)
shall be subject to, and the satisfaction of, each of the conditions precedent
set forth below.

            V.2.1 Compliance with Warranties, No Default, etc. At the time of
each Credit Extension and after giving effect thereto:

                  (a)   the representations and warranties set forth in each
      Loan Document shall, in each case, be true and correct in all material
      respects with the same effect as if then made (unless stated to relate to
      a specified earlier date, in which case such


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<PAGE>   70
      representations and warranties shall be true and correct in all material
      respects as of such earlier date); and

                  (b)   no Default shall have then occurred and be continuing.

            V.2.2 Credit Extension Request, etc. Subject to Section 2.3.2, the
Administrative Agent shall have received a Borrowing Request if Loans are being
requested, or an Issuance Request if a Letter of Credit is being requested or
extended. Each of the delivery of a Borrowing Request or Issuance Request and
the acceptance by the Borrower of the proceeds of such Credit Extension shall
constitute a representation and warranty by the Borrower that on the date of
such Credit Extension (both immediately before and after giving effect to such
Credit Extension and the application of the proceeds thereof) the statements
made in Section 5.2.1 are true and correct in all material respects.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

      In order to induce the Secured Parties to enter into this Agreement and to
make Credit Extensions hereunder, the Borrower makes the following
representations, warranties and agreements as of the Effective Date (both before
and after giving effect to the Credit Extensions occurring on such date and
after giving effect to the Transactions, and all references to the Secured
Parties herein and elsewhere in this Agreement, shall, unless otherwise
specifically indicated, be references to the Secured Parties after giving effect
to the Transactions) and as of the date of each Credit Extension, which
representations, warranties and agreements shall survive the execution and
delivery of this Agreement and the Notes and the occurrence of each Credit
Extension (with the occurrence of each Credit Extension being deemed to
constitute a representation and warranty that the matters specified in this
Article VI are true and correct in all material respects on and as of the date
of such Credit Extension unless, in the case of a Credit Extension subsequent to
the Closing Date, such representations and warranties are stated to relate to a
specific earlier date in which case such representations and warranties shall be
true and correct in all material respects as of such earlier date).


      Section VI.1 Organization, etc. The Borrower and each Subsidiary of the
Borrower (i) is validly organized and existing and in good standing under the
laws of the state or jurisdiction of its incorporation or organization, (ii) is
duly qualified to do business and is in good standing as a foreign entity in
each jurisdiction where the nature of its business requires such qualification
and where the failure to be so qualified could reasonably be expected to have a
Material Adverse Effect) and (iii) has full corporate, partnership or limited
liability company power and authority, as the case may be, to own and hold under
lease its property and to conduct its business substantially as currently
conducted by it.

      Section VI.2 Due Authorization, Non-Contravention, etc. The execution,
delivery and performance by each Obligor of each Loan Document executed or to be
executed by it, each such Obligor's participation in the consummation of all
aspects of the Transactions, and the execution, delivery and performance by such
Obligor of the agreements executed and delivered by it in connection with the
Transactions are in each case within each such Person's corporate, partnership
or limited liability company powers, as the case may be, have been duly
authorized


                                       63
<PAGE>   71
by all necessary corporate, partnership or limited liability company action, as
the case may be, and do not

                  (a)   contravene any (i) Obligor's Organic Documents, (ii)
      material contractual restriction binding on or affecting any Obligor,
      (iii) court decree or order binding on or affecting any Obligor or (iv)
      material law or governmental regulation binding on or affecting any
      Obligor; or

                  (b)   result in, or require the creation or imposition of, any
      Lien on any Obligor's properties (except as permitted by this Agreement).

      Section VI.3 Government Approval, Regulation, etc. No material
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority or other Person (other than those that have been, or
on the Effective Date, will be, or, in the case of Filing Statements delivered
on the Effective Date, will be within 10 days of the Effective Date, duly
obtained or made and which are, or on the Effective Date will be, or, in the
case of Filing Statements delivered on the Effective Date, will be within 10
days of the Effective Date, in full force and effect) is required for (a) the
due execution, delivery or performance by any Obligor of any Loan Document to
which it is a party or (b) the due execution, delivery and/or performance by any
Obligor of the Transaction Documents to which each is a party, or (c) the
conduct of the business of the Borrower and its Subsidiaries as currently
conducted following the Closing Date. Neither the Borrower nor any of its
Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company", within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

      Section VI.4 Validity, etc. Each Loan Document and the Transaction
Documents to which each Obligor is a party constitute, or will, on the due
execution and delivery thereof by such Obligor, constitute, the legal, valid and
binding obligations of such Obligor, enforceable against it in accordance with
their respective terms (except, in any case, as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally and by principles of equity).

      Section VI.5 Financial Information.

                  (a)   The financial statements furnished to the Administrative
      Agent and each Lender pursuant to Section 5.1.8(a)(i) and Section 7.1.1(b)
      of the Existing Credit Agreement have been prepared in accordance with
      GAAP consistently applied, and present fairly in all material respects the
      consolidated financial condition of the Persons and/or businesses covered
      thereby as at the dates thereof and the results of their operations for
      the periods then ended.

                  (b)   The pro forma balance sheets furnished to the
      Administrative Agent and each Lender pursuant to Section 5.1.8(a)(ii)
      fairly presents in all material respects the pro forma estimated financial
      condition of the Borrower as of such date giving effect to the
      Transactions.


                                       64
<PAGE>   72
                  (c)   The Projections were prepared by the Borrower in good
      faith on the basis of information and assumptions that the Borrower and
      its senior management believed to be reasonable as of the date of the
      Projections (it being understood that projections are not to be viewed as
      facts and that actual results during the period covered by the Projections
      may differ from projected results and such differences may be material).

                  (d)   All balance sheets, all statements of operations,
      shareholders' equity and cash flow and all other financial information
      relating to the Borrower furnished pursuant to Section 7.1.1 have been and
      will for periods following the Effective Date be prepared in accordance
      with GAAP consistently applied, and present fairly in all material
      respects the consolidated financial condition of the Persons covered
      thereby as at the dates thereof and the results of their operations for
      the periods then ended.

      Section VI.6  No Material Adverse Change. There has been no material
adverse change in the business, operations, financial condition or prospects of
the Borrower and its Subsidiaries, taken as a whole, since December 31, 2000.

      Section VI.7 Litigation. There is no pending or, to the knowledge of the
Borrower, threatened litigation, action or proceeding

                  (a)   affecting the Borrower or any of its Subsidiaries or any
      of their respective properties, businesses, assets or revenues, which
      could reasonably be expected to have a Material Adverse Effect; or

                  (b)   which purports to affect the legality, validity or
      enforceability of any Loan Document, any Material Document (other than the
      Subordinated Debt Documents) or the Transactions.

      Section VI.8 Labor Matters. There is no labor strike, work stoppage,
lockout or other work action or other labor controversy, and no such dispute or
controversy is actually pending or, to the Borrower's or any of its
Subsidiaries' knowledge, threatened against or affecting the Borrower of any of
its Subsidiaries that has had or could reasonably be expected to have a Material
Adverse Effect.

      Section VI.9 Subsidiaries. The Borrower has no Subsidiaries, except those
Subsidiaries

                  (a)   which are identified in Item 6.9 of the Disclosure
      Schedule; or

                  (b)   which are permitted to have been organized or acquired
      in accordance with the terms of this Agreement.

Item 6.9 of the Disclosure Schedule (a) lists, with respect to each Subsidiary,
(i) the state or jurisdiction of such Subsidiary's incorporation or organization
and (ii) the percentage of shares of the Capital Stock of such Subsidiary owned
by the Borrower or another Subsidiary, (b) identifies each Subsidiary which is a
Foreign Subsidiary and (c) identifies each Subsidiary which is a Non-Material
Subsidiary.


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      Section VI.10 Ownership of Properties. The Borrower and each Subsidiary of
the Borrower maintains (a) in the case of owned real property, good and
marketable fee title to, (b) in the case of material owned personal property,
good and valid title to, or (c) in the case of material leased real or personal
property, valid and enforceable leasehold interests (as the case may be) in, all
of its properties and assets, real and personal, tangible and intangible, of any
nature whatsoever, free and clear in each case of all Liens or claims, except
for Liens permitted pursuant to Section 7.2.3. Item 6.10 of the Disclosure
Schedule contains a complete and accurate description, by owner/lessor and
location (by street address) of all owned and/or leased real properties as of
the Effective Date (as supplemented from time to time with information provided
by the Borrower in the Compliance Certificate delivered by the Borrower to the
Administrative Agent pursuant to clause (c) of Section 7.1.1; provided, that
Item 6.10 shall not be required to be supplemented at any time other than such
times as the Compliance Certificate is delivered or required to be delivered
hereunder.

      Section VI.11 Taxes. Except as disclosed in Item 6.11 of the Disclosure
Schedule, each of Holdings, GEEG, the Borrower and each of their respective
Subsidiaries has filed all material Tax returns and reports required by law to
have been filed by it, has withheld all material Taxes that were required to be
withheld in respect of compensation or other amounts paid to any employee or
independent contractor (or, in the case of independent contractors, Holdings,
GEEG, the Borrower or the relevant Subsidiary has the right to indemnification
with respect thereto) and has paid all material Taxes and governmental charges
thereby shown or required to be due and owing, except any such Taxes or charges
which are being diligently contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP shall have been set
aside on its books.

      Section VI.12 Pension and Welfare Plans. During the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement and prior to the date of any Credit Extension hereunder, no
steps have been taken to terminate any Pension Plan, and no contribution failure
has occurred with respect to any Pension Plan sufficient to give rise to a Lien
under Section 302(f) of ERISA, that could (individually or in the aggregate)
reasonably be expected to have a Material Adverse Effect. No condition exists or
event or transaction has occurred with respect to any Pension Plan which could
reasonably be expected to result in the incurrence by the Borrower or any member
of the Controlled Group of any material liability, fine or penalty, that could
(individually or in the aggregate) reasonably be expected to have a Material
Adverse Effect. Neither the Borrower nor any member of the Controlled Group has
any contingent liability with respect to any post-retirement benefit under a
Welfare Plan, other than liability for continuation coverage described in Part 6
of Subtitle B of Title I of ERISA, which could reasonably be expected to result
in a Material Adverse Effect.

      Section VI.13 Environmental Warranties. The Borrower represents and
warrants that:

                  (a)   all facilities and property (including underlying
      groundwater) owned or leased by the Borrower or any of its Subsidiaries
      have been, and continue to be, owned or leased by the Borrower and its
      Subsidiaries in material compliance with all Environmental Laws;


                                       66
<PAGE>   74
                  (b)   there have been no past, and there are no pending or
      threatened () claims, complaints, notices or requests for information
      received by the Borrower or any of its Subsidiaries with respect to any
      alleged violation of any Environmental Law, or (ii) complaints, notices or
      inquiries to the Borrower or any of its Subsidiaries regarding potential
      liability under any Environmental Law, that could (individually or in the
      aggregate) reasonably be expected to have a Material Adverse Effect;

                  (c)   there have been no Releases of Hazardous Materials at,
      on or under any property now or previously owned or leased by the Borrower
      or any of its Subsidiaries that could (individually or in the aggregate)
      reasonably be expected to have a Material Adverse Effect;

                  (d)   the Borrower and its Subsidiaries (i) have been issued
      all permits, certificates, approvals, licenses and other authorizations
      relating to environmental matters necessary for their business (except to
      the extent the failure to have such permits, certificates, approvals,
      licenses or authorizations so issued could not (individually or in the
      aggregate) reasonably be expected to have a Material Adverse Effect) and
      (ii) are in material compliance therewith;

                  (e)   no property now or previously owned or leased by the
      Borrower or any of its Subsidiaries is listed or proposed for listing
      (with respect to owned property only) on the National Priorities List
      pursuant to CERCLA, on the CERCLIS or on any similar state list of sites
      requiring investigation or clean-up;

                  (f)   there are no underground storage tanks, active or
      abandoned, including petroleum storage tanks, on or under any property now
      or previously owned or leased by the Borrower or any of its Subsidiaries
      that could (individually or in the aggregate) reasonably be expected to
      have a Material Adverse Effect;

                  (g)   neither the Borrower nor any of its Subsidiaries has
      directly transported or directly arranged for the transportation of any
      Hazardous Material to any location which is listed or proposed for listing
      on the National Priorities List pursuant to CERCLA, on the CERCLIS or on
      any similar state list or which is the subject of federal, state or local
      enforcement actions or other investigations which may lead to material
      claims against the Borrower or such Subsidiary for any remedial work,
      damage to natural resources or personal injury, including claims under
      CERCLA, which could (individually or in the aggregate) reasonably be
      expected to have a Material Adverse Effect;

                  (h)   there are no polychlorinated biphenyls or friable
      asbestos present at any property now or previously owned or leased by the
      Borrower or any of its Subsidiaries that could (individually or in the
      aggregate) reasonably be expected to have a Material Adverse Effect; and

                  (i)   no conditions exist at, on or under any property now or
      previously owned or leased by Holdings, GEEG or the Borrower or any of its
      Subsidiaries that could, with the passage of time, or the giving of notice
      or both, reasonably be expected


                                       67
<PAGE>   75
      (individually or in the aggregate) to have a Material Adverse Effect under
      any Environmental Law.

      Section VI.14 Accuracy of Information. None of the factual information
(which shall not for purposes of this Section 6.14 include the Projections)
heretofore or contemporaneously furnished in writing to any Secured Party by or
on behalf of any Obligor in connection with any Loan Document or any transaction
contemplated hereby (including the Transactions), taken as a whole, contains any
untrue statements of material fact, or omits to state any material facts
necessary in either case to make such information taken as a whole not
materially misleading in light of the circumstances under which such information
was provided, and no other factual information hereafter furnished in connection
with any Loan Document by or on behalf of any Obligor to any Secured Party will
contain any untrue statements of material fact or will omit to state any
material facts in either case necessary to make such information taken as a
whole not materially misleading on the date as of which such information is
dated or certified in light of the circumstances under which such information
was provided.

      Section VI.15 Regulations U and X. Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock, and no proceeds of any Credit Extensions
will be used to purchase or carry margin stock or otherwise for a purpose which
violates, or would be inconsistent with, F.R.S. Board Regulation U or Regulation
X. Terms for which meanings are provided in F.R.S. Board Regulation U or
Regulation X or any regulations substituted therefor, as from time to time in
effect, are used in this Section with such meanings.

      Section VI.16 Status of Obligations as Senior Indebtedness, etc. The
subordination provisions relating to the Subordinated Debt (including the
subordination provisions set forth in the Subordinated Loan Agreement) are
enforceable against the holders of the applicable Subordinated Debt by the
holder of any "Senior Indebtedness" or similar term referring to the Obligations
(as defined in the applicable Subordinated Debt Documents). All Obligations,
including those to pay principal of and interest (including interest accruing
subsequent to the filing of, or which would have accrued but for the filing of,
a petition for bankruptcy, reorganization or similar proceeding, whether or not
allowed as a claim under such proceeding) on the Loans and Reimbursement
Obligations, and fees and expenses in connection therewith, constitute "Senior
Indebtedness" or similar term relating to the Obligations (as defined in the
applicable Subordinated Debt Documents) and all such Obligations are entitled to
the benefits of the subordination created by such Subordinated Debt Documents.
The Borrower acknowledges that the Administrative Agent, each Lender and the
Issuer is entering into this Agreement and is extending its Commitments in
reliance upon the subordination provisions of the Subordinated Debt Documents.

      Section VI.17 Solvency. After giving effect to each Credit Extension
hereunder, the Borrower and each Subsidiary Guarantor is Solvent.

      Section VI.18 Other Representations and Warranties. All representations
and warranties made by Holdings, GEEG, the Borrower or to the best knowledge of
the Borrower, made by each other party to a Transaction Document, under such
Transaction Document and all representations and warranties made by the Borrower
under the Subordinated Debt Documents relating to the


                                       68
<PAGE>   76
Subordinated Loans are, in each case, true and correct in all material respects
as of the Effective Date (except to the extent any such representation and
warranty is stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date) and no material default has occurred and is
continuing under any such Transaction Document.

                                   ARTICLE VII
                                    COVENANTS

      Section VII.1 Affirmative Covenants. The Borrower agrees with each Secured
Party hereto that, until the Termination Date has occurred, the Borrower will
perform, or cause to be performed, the obligations set forth below.

            VII.1.1 Financial Information, Reports, Notices, etc. The Borrower
will furnish, or cause to be furnished, to the Administrative Agent copies of
the following financial statements, reports, notices and information:

                  (a)   as soon as available and in any event within 45 days
      after the end of each of the first three Fiscal Quarters of each Fiscal
      Year, the unaudited consolidated and consolidating (by operating segment)
      balance sheets of the Borrower and consolidated balance sheets of each
      operating segment of the Borrower, in each case, as of the end of such
      Fiscal Quarter and consolidated and consolidating (by operating segment)
      statements of income and cash flow of the Borrower and consolidated
      statements of income and cash flow of each operating segment of the
      Borrower, in each case, for such Fiscal Quarter and for the elapsed
      portion of the Fiscal Year ended with the end of such Fiscal Quarter, and
      including (in each case), in comparative form the figures for the
      corresponding Fiscal Quarter in, and year to date portion of, the
      immediately preceding Fiscal Year and comparable budgeted figures for such
      period, certified by the chief financial or accounting Authorized Officer
      of the Borrower, that they fairly present in all material respects in
      accordance with GAAP the financial condition of the Borrower, as of the
      date indicated and the results of its operations and changes in its
      respective cash flows for the periods indicated, subject to normal
      year-end audit adjustments and the absence of footnotes;

                  (b)   as soon as available and in any event within 90 days
      after the end of each Fiscal Year, a copy of the consolidated and
      consolidating (by operating segment) balance sheets of the Borrower and
      the consolidated balance sheets of each operating segment of the Borrower,
      and the related consolidated and consolidating statements (by operating
      segment) of income and cash flow of the Borrower and consolidated
      statements of income and cash flow of each operating segment of the
      Borrower, in each case, for such Fiscal Year, setting forth in comparative
      form the figures for the immediately preceding Fiscal Year and comparable
      budgeted figures for such period and, in the case of such consolidated
      balance sheets and statements of income and cash flow of the Borrower, in
      each case audited (without any Impermissible Qualification) by a "Big
      Five" accounting firm or other independent public accountants reasonably
      acceptable to the Administrative Agent, which shall include a statement
      that, in performing the examination necessary to deliver the audited
      financial statements of the Borrower, no


                                       69
<PAGE>   77
      knowledge was obtained of any Event of Default and, in the case of such
      consolidating balance sheets and statements of income and cash flow,
      certified by the chief financial or accounting Authorized Officer of the
      Borrower, that they fairly present in all material respects in accordance
      with GAAP the financial condition of the Borrower, as the case may be, as
      of the date indicated and the results of its operations and changes in its
      respective cash flows for the periods indicated;

                  (c)   concurrently with the delivery of the financial
      information pursuant to clauses (a) and (b), a Compliance Certificate,
      executed by the chief financial or accounting Authorized Officer of the
      Borrower, showing compliance with the financial covenants set forth in
      Section 7.2.4 and stating that no Default has occurred and is continuing
      (or, if a Default has occurred, specifying the details of such Default and
      the action that the applicable Obligor has taken or proposes to take with
      respect thereto);

                  (d)   as soon as available and in any event within 60 days
      after the end of each Fiscal Year, capital and operating budgets for the
      Borrower in form and scope customarily prepared by management for its
      internal use and consistent with past practice prepared by the Borrower
      (and approved by the Board of Directors of the Borrower) for each Fiscal
      Month of the succeeding Fiscal Year prepared in reasonable detail with
      discussion of the principal assumptions upon which such budgets are based;

                  (e)   as soon as possible and in any event within three
      Business Days after any officer of the Borrower obtains knowledge of the
      occurrence of a Default, a statement of an Authorized Officer of the
      Borrower setting forth details of such Default and the action which such
      Obligor has taken and proposes to take with respect thereto;

                  (f)   as soon as possible and in any event within three
      Business Days after any officer of the Borrower obtains knowledge of the
      commencement of any litigation, action, proceeding or labor controversy or
      of an adverse development in any existing litigation, action, proceeding
      or labor controversy which could reasonably be expected to have a Material
      Adverse Effect, notice thereof and, to the extent the Administrative Agent
      requests, copies of all material documentation relating thereto;

                  (g)   promptly after the sending or filing thereof, copies of
      all reports, notices, prospectuses and registration statements which any
      Obligor files with the SEC or any national securities exchange;

                  (h)   as soon as possible and in any event within three
      Business Days of any officer of the Borrower becoming aware of any of the
      following which, individually or in the aggregate, could reasonably be
      expected to result in liabilities in excess of $5,000,000 or a Material
      Adverse Effect: (i) the institution of any steps by any Person to
      terminate any Pension Plan, (ii) the failure to make a required
      contribution to any Pension Plan if such failure is sufficient to give
      rise to a Lien under Section 302(f) of ERISA, (iii) the taking of any
      action with respect to a Pension Plan which could result in the
      requirement that any Obligor furnish a bond or other security to the PBGC
      or such Pension Plan, or (iv) the occurrence of any event with respect to
      any Pension Plan which


                                       70
<PAGE>   78
      could result in the incurrence by any Obligor of any liability, fine or
      penalty, notice thereof and copies of all documentation relating thereto;

                  (i)   promptly upon receipt thereof, copies of all final
      "management letters" submitted to any Obligor by the independent public
      accountants referred to in clause (b) in connection with each audit made
      by such accountants;

                  (j)   promptly following the mailing or receipt of any notice
      or report delivered under the terms of any Subordinated Debt with respect
      to a breach or default thereunder, copies of such notice or report;

                  (k)   to the extent required to disclose information not
      previously disclosed pursuant to the Loan Documents concurrently with the
      delivery of the financial information pursuant to clause(b), an updated
      Perfection Certificate for each Obligor, executed by an Authorized Officer
      of such Obligor; and

                  (l)   such other financial and other information as the
      Required Lenders or the Administrative Agent may from time to time
      reasonably request.

            VII.1.2 Maintenance of Existence; Compliance with Laws, etc. The
Borrower will:

                  (a)   preserve and maintain (i) its legal existence and (ii)
      its qualification as a foreign corporation in each jurisdiction where the
      nature of its business or the location of its assets requires it to be so
      qualified, except to the extent the failure to be so qualified would not
      result in a Material Adverse Effect;

                  (b)   cause each of its Subsidiaries to, except as otherwise
      permitted by Section 7.2.10, preserve and maintain its legal existence and
      qualification as a foreign entity in each jurisdiction where the nature of
      the business or the location of its assets requires it to be so qualified,
      except to the extent the failure to be so qualified would not result in a
      Material Adverse Effect; and

                  (c)   comply in all material respects with all applicable
      laws, rules, regulations and orders, including the payment (before the
      same become delinquent) of all material taxes, assessments and
      governmental charges imposed upon the Borrower or any of its Subsidiaries
      or upon their property except to the extent being diligently contested in
      good faith by appropriate proceedings and for which adequate reserves in
      accordance with GAAP have been set aside on the books of the Borrower or
      any such Subsidiary, as applicable.

            VII.1.3 Maintenance of Properties. The Borrower will, and will cause
each of its Subsidiaries to, maintain, preserve, protect and keep its and their
respective material properties in good repair, working order and condition
(ordinary wear and tear excepted), and make necessary repairs, renewals and
replacements to the extent necessary to operate the business carried on by the
Borrower and its Subsidiaries as it is currently conducted, unless the Borrower
or any such


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<PAGE>   79
Subsidiary determines in good faith that the continued maintenance of such
property is no longer economically desirable.

            VII.1.4 Insurance. The Borrower will, and will cause each of its
Subsidiaries to, maintain insurance with financially sound and reputable
insurance companies, and with respect to property and risks of a character
usually maintained by Persons of comparable size engaged in the same or similar
business and similarly situated, against loss, damage and liability of the kinds
and in the amounts customarily maintained by such Persons. In any event, unless
otherwise agreed by the Administrative Agent, insurance will be maintained in at
least such amounts and against at least such risks as are set forth in Item
7.1.4 of the Disclosure Schedule. The Borrower and its Subsidiaries shall
furnish to each Lender, upon written request, full information as to the
insurance carried. At any time that insurance at levels described in Item 7.1.4
of the Disclosure Schedule is not being maintained by an Obligor, the Borrower
will notify the Agents in writing within two (2) Business Days thereof and, if
thereafter notified by the Required Lenders to do so, such Obligor, as the case
may be, shall obtain insurance at such levels at least equal to those set forth
in Item 7.1.4 of the Disclosure Schedule. The provisions of this Section 7.1.4
shall be deemed to be supplemental to, but not duplicative of, the provisions of
any other Loan Document that requires the maintenance of insurance.

      All such insurance shall be written by financially responsible companies
selected by the Borrower and (except for automobile insurance) having an A.M.
Best rating of "A" or better and being in a financial size category of VII or
larger (or an equivalent rating of any successor publication of a similar
nature), or by other companies acceptable to the Administrative Agent. The
Borrower shall, and shall cause each of the other Obligors to, keep its property
insured in favor of the Administrative Agent, and all policies (including
mortgage title insurance policies) or certificates (or certified copies thereof)
with respect to such insurance (and any other insurance maintained by the
Obligors (other than workers' compensation, employee benefit insurance and
directors and officers liability insurance)) (i) shall be endorsed to the
Administrative Agent's satisfaction for the benefit of the Administrative Agent
and (ii) shall name the Administrative Agent as loss payee (to the extent
covering risk of loss or damage to tangible property) and as an additional named
insured as its interests may appear (to the extent covering any other risk).
Each policy referred to in this Section 7.1.4 shall provide that (i) the
respective insurers irrevocably waive any and all rights of subrogation with
respect to the Administrative Agent, (ii) it will not be canceled or reduced, or
allowed to lapse without renewal, except after not less than 30 days' written
notice to the Administrative Agent and (iii) the interests of the Administrative
Agent and the Lenders shall not be invalidated by (A) any act or negligence of
the Borrower, any of its Subsidiaries or any Person having an interest in any
property covered by a Mortgage, (B) occupancy or use of any such property for
purposes more hazardous than permitted by such policy or (C) any foreclosure or
other proceedings relating to such property. The Borrower will advise the
Administrative Agent promptly of any significant policy cancellation (other than
any such cancellation in connection with the replacement thereof), reduction or
amendment. The Administrative Agent agrees to turn over to the Borrower or
relevant Subsidiary any insurance proceeds received by it as loss payee
following receipt by the Administrative Agent of written notice from the
Borrower or its relevant Subsidiary of its intended use of such proceeds, to the
extent such proceeds are not required to be (i) applied at such time to repay
Loans or Cash Collateralize Letter of Credit Outstandings or held in an account
by the Administrative Agent pursuant to Section 3.1.1 or (ii) held by the Agents
pursuant to the terms of any Mortgage or Security and Pledge Agreement.


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<PAGE>   80
      On or before the Effective Date, the Borrower will deliver to the
Administrative Agent certificates of insurance reasonably satisfactory to the
Administrative Agent evidencing the existence of all insurance required to be
maintained by the Borrower hereunder setting forth the respective coverages,
limits of liability, carrier, policy number and period of coverage. The Borrower
will not, and will not permit any of their respective Subsidiaries to, obtain or
carry separate insurance concurrent in form or contributing in the event of loss
with that required by this Section 7.1.4 unless the Administrative Agent is the
named insured thereunder, for the benefit of the Secured Parties, with loss
payable as provided herein. The Borrower will immediately notify the
Administrative Agent whenever any such separate insurance is obtained and shall
deliver to the Administrative Agent the certificates evidencing the same.

      Without limiting the obligations of the Borrower and its Subsidiaries
under the foregoing provisions of this Section 7.1.4, in the event the Borrower
or any of its Subsidiaries, as the case may be, shall fail to maintain in full
force and effect insurance as required by the foregoing provisions of this
Section 7.1.4, or if the Borrower or any of its Subsidiaries, as the case may
be, shall fail to endorse and deposit all policies or certificates with respect
thereto, then the Administrative Agent may (upon notice to the Borrower or its
Subsidiary, as the case may be), but shall have no obligation so to do, procure
insurance covering the interests of the Lenders and the Administrative Agent in
such amounts and against such risks as the Administrative Agent (or the Required
Lenders) shall deem reasonably appropriate, and the Borrower or such Subsidiary,
as the case may be, shall reimburse the Administrative Agent in respect of any
premiums, costs and expenses paid by the Administrative Agent in procuring such
insurance to the extent such premiums, costs and expenses do not exceed the
premiums, costs and expenses necessary to obtain the insurance required above
pursuant to this Section 7.1.4.


            VII.1.5 Bank Meeting; Books and Records. The Required Lenders or the
Administrative Agent may request, at their election upon reasonable notice to
the Borrower, a bank meeting to be held by the Borrower at a location reasonably
determined by the Required Lenders or Administrative Agent, as the case may be;
provided that the Borrower shall not be required to hold more than one bank
meeting in any Fiscal Year; provided, further, that, if a Default has occurred
and is continuing and a bank meeting pursuant to this Section 7.1.5(a) has
theretofore been held in the Fiscal Year in which such Default has occurred, the
Required Lenders or the Administrative Agent may request, at their election at
reasonable times and intervals upon reasonable notice to the Borrower, a bank
meeting by conference telephone.

                  (a)   The Borrower will, and will cause each of its
      Subsidiaries to, keep books and records in accordance with GAAP which
      accurately reflect in all material respects its business affairs and
      transactions and permit the Administrative Agent or any Lender or Issuer
      whose visit is coordinated with the Administrative Agent or any of their
      respective designated representatives, at reasonable times and intervals
      upon reasonable notice to the chief financial officer or an Authorized
      Officer of the Borrower to visit each of such Person's offices, to discuss
      such Person's financial matters with its officers and employees, and its
      independent public accountants (and the Borrower hereby authorizes such
      independent public accountant to so discuss each of such Person's
      financial matters whether or not any representative of such Person is
      present) and to examine (and photocopy extracts from) any of such Person's
      books and records; provided that so long as no Default has occurred and is
      continuing, no Lender or Issuer shall request more than


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<PAGE>   81
      two visits pursuant to this clause (b) per Fiscal Year; provided, further,
      that if the bank meeting pursuant to clause (a) of this Section 7.1.5 is
      held in any Fiscal Year, such bank meeting shall constitute one visit by
      such Lenders or Issuer in such Fiscal Year (whether or not such Lender or
      Issuer is present at such bank meeting). The Borrower shall pay any fees
      of its independent public accountant incurred in connection with any
      consultation pursuant to this Section 7.1.5.

            VII.1.6 Environmental Law Covenant. The Borrower will, and will
cause each of its Subsidiaries to,

                  (a)   (i) use and operate all of its and their facilities and
      properties in compliance with all Environmental Laws (except to the extent
      the failure to so comply could not reasonably be expected to have a
      Material Adverse Effect), (ii) keep all necessary permits, approvals,
      certificates, licenses and other authorizations relating to environmental
      matters in effect and remain in compliance therewith (except to the extent
      the failure to so keep or comply could not reasonably be expected to have
      a Material Adverse Effect), and (iii) handle all Hazardous Materials in
      compliance with all applicable Environmental Laws (except to the extent
      the failure to so comply could not reasonably be expected to have a
      Material Adverse Effect); and

                  (b)   promptly notify the Administrative Agent and provide
      copies upon receipt of all written claims, complaints, notices or
      inquiries relating to the condition of its facilities and properties in
      respect of, or as to compliance with, Environmental Laws, which claims,
      complaints, notices or inquiries could (individually or in the aggregate)
      reasonably be expected to have a Material Adverse Effect, and shall
      promptly resolve, subject to good faith disputes, any material
      non-compliance with Environmental Laws and keep its property free of any
      Lien imposed by any Environmental Law.

            VII.1.7 Use of Proceeds. The Borrower will:

                  (a)   apply the proceeds of the Loans
                        (i) in the case of the Term A Loans, to partially
                        finance the consummation of the Transaction (as defined
                        in the Existing Credit Agreement) and to pay fees and
                        expenses incurred in connection therewith; and

                        (ii) in the case of Revolving Loans and Swing Line
                        Loans, for post-closing working capital and general
                        corporate purposes of the Borrower and the Subsidiary
                        Guarantors (including working capital adjustments under
                        the Merger Documents); provided that up to $20,000,000
                        of the Revolving Loans may remain outstanding on the
                        Effective Date.


                  (b)   use Letters of Credit only for purposes of supporting
      working capital and general corporate purposes of the Borrower and its
      respective Subsidiaries.


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<PAGE>   82
            VII.1.8 Mortgages. At the request of the Administrative Agent or the
Required Lenders (in their sole discretion), the Borrower and/or each Subsidiary
Guarantor shall cause the Administrative Agent and the Secured Parties to have,
at all times, a first priority perfected security interest (subject only to
Liens permitted hereunder) in all of the fee owned real property located in the
United States of the Borrower or the Subsidiary Guarantors, so long as the book
value or fair market value of each such property made subject to a Mortgage
hereunder exceeds $3,000,000, by executing and delivering Mortgages that may be
necessary in the reasonable opinion of the Administrative Agent to create a
valid, first priority perfected Lien (subject only to Liens permitted hereunder)
against such real property.
            Should the Administrative Agent or Required Lenders elect to
exercise the option described in the immediately preceding paragraph, in
connection with the execution and delivery of such Mortgages, the Borrower
shall, and shall cause each such Subsidiary Guarantor to:


                  (a)   provide evidence of the completion (or satisfactory
      arrangements for the completion) of all recordings and filings of each
      such Mortgage as may be necessary or, in the reasonable opinion of the
      Administrative Agent, desirable to create a valid, first priority
      perfected Lien (subject only to Liens permitted hereunder) against the
      properties purported to be covered thereby;

                  (b)   obtain mortgagee's title insurance policies in favor of
      the Administrative Agent for the benefit of the Secured Parties in amounts
      and in form and substance and issued by insurers, reasonably satisfactory
      to the Administrative Agent, with respect to the property purported to be
      covered by each Mortgage, insuring that title to such property is
      marketable and that the interests created by each Mortgage constitute
      valid first Liens thereon free and clear of all material defects and
      encumbrances other than as permitted hereunder or as otherwise approved by
      the Administrative Agent, and such policies shall also include a survey
      reading, and, if required by the Administrative Agent and if available,
      revolving credit endorsement, comprehensive endorsement, variable rate
      endorsement, access and utilities endorsements, mechanic's lien
      endorsement and such other endorsements as the Administrative Agent shall
      reasonably request and shall be accompanied by evidence of the payment in
      full of all premiums thereon; and

                  (c)   provide such other approvals, opinions, or documents as
      the Administrative Agent may reasonably request with respect to such real
      property, including consents and estoppel agreements from landlords, and a
      reasonably current survey of each property purported to be covered by a
      Mortgage in form and substance satisfactory to the Administrative Agent
      and the title insurer; provided that the Borrower and its Subsidiaries
      shall not be required to use more than commercially reasonable efforts to
      obtain any such documentation from third parties.

            VII.1.9 Future Subsidiaries. Without limiting the effect of any
provision contained herein, upon any Person becoming either a direct or indirect
Subsidiary of the Borrower,


                                       75
<PAGE>   83
                  (a)   such Person, if not theretofore a party to the
      Subsidiary Security and Pledge Agreement and the Subsidiary Guaranty,
      shall execute and deliver to the Administrative Agent a supplement to each
      of the Subsidiary Security and Pledge Agreement and the Subsidiary
      Guaranty for the benefit of the Secured Parties; provided, however, that,
      in the event that such Subsidiary is a Foreign Subsidiary, such Subsidiary
      shall not be required to become a guarantor under the Subsidiary Guaranty
      or execute and deliver a supplement to the Subsidiary Security and Pledge
      Agreement, provided further, however, that (x) in the event of any change
      in, or the introduction, adoption, effectiveness, interpretation,
      reinterpretation or phase-in of, any law or regulation, directive or
      guideline of any Governmental Authority that would eliminate the increase
      in income tax attributable to the Borrower and its Subsidiaries that would
      result from the execution and delivery of a Subsidiary Guaranty by such
      Foreign Subsidiary (including with respect to the operation of Section 956
      (or any successor provision thereto) of the Code), the Administrative
      Agent or the Required Lenders may require the execution and delivery by
      such Foreign Subsidiary (to the extent such Foreign Subsidiary is a
      Material Subsidiary) of a supplement to each of the Subsidiary Guaranty
      and the Subsidiary Security and Pledge Agreement and (y) in no event shall
      a Foreign Subsidiary be required to grant a security interest in its
      assets and properties except for the Capital Stock of Subsidiaries held by
      it and required to be pledged to the Administrative Agent pursuant to the
      immediately succeeding clause (b);

                  (b)   the Borrower or, if not the Borrower, the Subsidiary of
      the Borrower that will own shares of the Capital Stock of such Person
      (which Subsidiary, if not theretofore a party to the Subsidiary Security
      and Pledge Agreement, shall, unless such Subsidiary is a Foreign
      Subsidiary that is not required to be a Subsidiary Guarantor pursuant to
      the provisos to the immediately preceding clause (a), execute and deliver
      to the Administrative Agent a supplement to the Subsidiary Security and
      Pledge Agreement for the purpose of becoming a pledgor thereunder) shall,
      pursuant to the applicable Security and Pledge Agreement, deliver to the
      Administrative Agent:
                        (i) certificates evidencing all of the issued and
                        outstanding Capital Stock pledged pursuant to the
                        applicable Security and Pledge Agreement, which
                        certificates in each case shall be accompanied by
                        undated instruments of transfer duly executed in blank,
                        or, if any such shares of Capital Stock pledged pursuant
                        to such Security and Pledge Agreement are uncertificated
                        securities, the Administrative Agent shall have obtained
                        "control" (as defined in the UCC) over such shares of
                        Capital Stock and such other instruments and documents
                        as may be necessary under applicable law, in the
                        reasonable opinion of the Administrative Agent, to
                        perfect the first priority security interest of the
                        Administrative Agent in such shares of Capital Stock;
                        provided, however, that (i) no more than 65% of the
                        shares of Capital Stock held by the Borrower or a
                        Subsidiary of the Borrower of any Foreign Subsidiary
                        that is not required to be a Subsidiary Guarantor
                        pursuant to the provisos to the immediately preceding
                        clause (a) will be required to be pledged and (ii) no
                        shares of Capital Stock of any Foreign Subsidiary held
                        by another Foreign Subsidiary that is


                                       76
<PAGE>   84
                        not required to be a Subsidiary Guarantor pursuant to
                        the provisos to the immediately preceding clause (a)
                        will be required to be pledged to the Administrative
                        Agent; provided further, however, that, in the event of
                        any change in, or the introduction, adoption,
                        effectiveness, interpretation, reinterpretation or
                        phase-in of, any law or regulation, directive or
                        guideline of any Governmental Authority that would
                        eliminate the increase in income tax attributable to the
                        Borrower and its Subsidiaries referred to in the
                        immediately preceding subclause (i) and the provisos to
                        the immediately preceding clause (a) (including with
                        respect to the operation of Section 956 (or any
                        successor provision thereto) of the Code), the
                        Administrative Agent or the Required Lenders may require
                        the pledge of more than 65% of such shares of Capital
                        Stock;

                        (ii) all Intercompany Notes, if any, pledged pursuant to
                        the applicable Security and Pledge Agreement;

                        (iii) executed copies of Filing Statements naming such
                        Obligor as a debtor and the Administrative Agent as the
                        secured party, or other similar instruments or documents
                        to be filed under the Uniform Commercial Code of all
                        jurisdictions as may be necessary, in the reasonable
                        opinion of the Administrative Agent, to perfect the
                        security interests of the Administrative Agent pursuant
                        to the applicable Security and Pledge Agreement;

                        (iv) executed copies of proper UCC termination
                        statements (Form UCC-3), if any, necessary to release
                        all Liens and other rights of any Person in any
                        collateral described in the applicable Security and
                        Pledge Agreement previously granted by any Person,
                        except to the extent such Liens are otherwise permitted
                        hereunder; and

                        (v) to the extent requested by the Administrative Agent,
                        certified copies of UCC Requests for Information or
                        Copies (Form UCC-11) or a similar search report listing
                        all effective financing statements which name such
                        Person (under its present name and any previous names
                        under which it has conducted business during the
                        five-year period prior to the Closing Date) as the
                        debtor and which are filed in the jurisdictions in which
                        filings are to be made pursuant to clause (iii) above,
                        together with copies of such financing statements (none
                        of which shall cover any collateral described in any
                        Loan Document, except to the extent such Liens are
                        otherwise permitted hereunder or are being released
                        pursuant to clause (iv) above),

together, in each case, with such opinions of legal counsel as the
Administrative Agent may reasonably request, which legal opinions shall be in
form and substance reasonably satisfactory to the Administrative Agent.


                                       77
<PAGE>   85
      The Administrative Agent shall be satisfied that the Lien granted to the
Administrative Agent, for the benefit of the Secured Parties in the collateral
described above is a first priority (or local equivalent thereof) security
interest, subject only to Liens permitted pursuant to Section 7.2.3 and no Lien
exists on any of the collateral described above other than the Lien created in
favor of the Administrative Agent, for the benefit of the Secured Parties,
pursuant to a Loan Document, and the other Liens permitted pursuant to Section
7.2.3.


            VII.1.10 Additional Collateral. Without limiting the provisions of
Sections 7.1.8 and 7.1.9, the Borrower shall, and shall cause each of its
Subsidiaries (except to the extent exempted from the requirement of granting
certain security interests as a result of the provisos to clause (a) of Section
7.1.9) to, cause the Lenders to have at all times a first priority perfected
security interest (subject only to Liens permitted pursuant to Section 7.2.3) in
all of the personal property and, to the extent required pursuant to Section
7.1.8, real property, owned from time to time by the Borrower and such
Subsidiary to the extent the same constitutes or would constitute collateral
under the applicable Security and Pledge Agreement; provided that it shall not
constitute a default under this Section 7.1.10 unless the aggregate fair market
value of all assets otherwise subject to this Section 7.1.10 in which the
Lenders do not have a perfected security interest exceeds $1,000,000. In
addition, the Borrower shall cause each of their respective Material Foreign
Subsidiaries on the Closing Date which did not execute and deliver a Subsidiary
Guaranty or did not have more than 65% of its Capital Stock pledged to the
Administrative Agent, in the event of any change in, or the introduction,
adoption, effectiveness, interpretation, reinterpretation or phase-in of, any
law or regulation, directive or guideline of any Governmental Authority that
would eliminate the increase in amount of income tax attributable to the
Borrower and its Subsidiaries referred to in subclauses (i) and (ii) of Section
5.1.11 and the proviso to clause (a) of Section 5.1.13 (including with respect
to the operation of Section 956 (or any successor provision thereto) of the
Code), to the extent requested by the Administrative Agent or the Required
Lenders, to execute and deliver the Subsidiary Guaranty and the Subsidiary
Security and Pledge Agreement (or supplements thereto) and/or have 100% of such
shares of Capital Stock pledged to the Administrative Agent in accordance with
the terms of Section 7.1.9; together, in each case, with such opinions of legal
counsel as the Administrative Agent may reasonably request, which legal opinions
shall be in form and substance reasonably satisfactory to the Administrative
Agent; provided, however, that any such Foreign Subsidiary shall not be required
to grant a security interest in its assets and properties except for the Capital
Stock of Subsidiaries held by it and required to be pledged to the
Administrative Agent pursuant to this Section.

      Section VII.2 Negative Covenants. The Borrower covenants and agrees with
each Secured Party hereto that, until the Termination Date has occurred, the
Borrower will perform, or cause to be performed, the obligations set forth
below.

            VII.2.1 Business Activities. The Borrower will not, and will not
permit any of its Subsidiaries to, engage in any business activity except those
business activities in which the Borrower and its Subsidiaries are engaged on
the Effective Date, business activities which are reasonable extensions thereof
and activities reasonably incidental thereto.

            VII.2.2 Indebtedness. The Borrower will not, and will not permit any
of its Subsidiaries to, create, incur, assume or permit to exist any
Indebtedness, other than:


                                       78
<PAGE>   86
                  (a)   Indebtedness in respect of the Loan Obligations,
      including Additional Loans made pursuant to Section 2.8;

                  (b)   Intentionally Omitted;

                  (c)   Indebtedness existing as of the Effective Date which is
      identified in Item 7.2.2(c) of the Disclosure Schedule, and refinancing of
      such Indebtedness by the Borrower or, if other than the Borrower, the
      original obligor thereof;

                  (d)   unsecured Indebtedness of the Borrower and its
      Subsidiaries in respect of performance, surety or appeal bonds or
      completion guarantees provided in the ordinary course of business, but
      excluding (in each case), Indebtedness incurred through the borrowing of
      money or Contingent Liabilities in respect thereof;

                  (e)   Indebtedness of the Borrower and its Subsidiaries (i) in
      respect of industrial revenue bonds or other similar governmental or
      municipal bonds, (ii) evidencing the deferred purchase price of newly
      acquired property or incurred to finance the acquisition of equipment of
      the Borrower and its Subsidiaries (pursuant to purchase money mortgages or
      otherwise, whether owed to the seller or a third party) used in the
      ordinary course of business of the Borrower and its Subsidiaries
      (provided, that such Indebtedness is incurred within 90 days of the
      acquisition of such property) and (iii) Capitalized Lease Liabilities;
      provided, that the aggregate amount of all Indebtedness outstanding
      pursuant to this clause shall not at any time exceed $10,000,000;

                  (f)   Indebtedness of any Subsidiary Guarantor owing to the
      Borrower or any other Subsidiary Guarantor, which Indebtedness shall, if
      payable to the Borrower or a Domestic Subsidiary, be evidenced by one or
      more Intercompany Notes, duly executed and delivered in pledge to the
      Administrative Agent pursuant to a Security and Pledge Agreement, and
      shall not be forgiven or otherwise discharged for any consideration other
      than payment in full or in part in cash (provided, that only the amount
      repaid in part shall be discharged);

                  (g)   Indebtedness of a Foreign Subsidiary owing to the
      Borrower or a Subsidiary Guarantor (including (i) the then aggregate
      amount which is undrawn and available under letters of credit with respect
      to which the Borrower or a Subsidiary Guarantor is obligated to reimburse
      the issuer thereof for drawings thereunder and a Foreign Subsidiary is the
      account party with respect to such letters of credit and (ii) the then
      aggregate amount which has been drawn under such letters of credit with
      respect to which the issuer thereof has not been reimbursed) which, when
      aggregated with the amount of Investments made by the Borrower and the
      Subsidiary Guarantors in Foreign Subsidiaries under clause (f) of Section
      7.2.5, does not exceed $20,000,000, and which shall be evidenced by one or
      more Intercompany Notes duly executed and delivered in pledge to the
      Administrative Agent pursuant to a Security and Pledge Agreement, and
      shall not be forgiven or otherwise discharged for any consideration other
      than payment in full or in part in cash (provided, that only the amount
      repaid in part shall be discharged); provided, however, that the aggregate
      amount of Indebtedness permitted under this clause (h) that is funded in
      cash at any time shall not exceed $10,000,000;


                                       79
<PAGE>   87
                  (h)   Indebtedness of Foreign Subsidiaries that are
      wholly-owned Subsidiaries owing to other Foreign Subsidiaries;

                  (i)   Indebtedness of Foreign Subsidiaries incurred for
      working capital purposes in an aggregate amount at any time outstanding
      not to exceed $6,000,000;

                  (j)   unsecured Indebtedness (not evidenced by a note or other
      instrument) of the Borrower owing to (i) a Subsidiary Guarantor or (ii) a
      Subsidiary that has previously executed and delivered to the
      Administrative Agent the Interco Subordination Agreement (or a supplement
      thereto);

                  (k)   Subordinated Debt of the Borrower in an initial
      aggregate principal amount which, when aggregated with the amount of
      Additional Loans incurred in accordance with Section 2.8, does not exceed
      $100,000,000 (as reduced by any repayment of principal thereof) issued
      pursuant the Subordinated Debt Documents, in each case on terms and
      conditions no more restrictive than the Subordinated Loan Agreement, the
      proceeds of such additional Subordinated Debt being used by the Borrower
      (i) to pay fees, costs and expenses in connection with the issuance of
      such Subordinated Debt and (ii) for general corporate and working capital
      purposes, including Permitted Acquisitions; provided that: (A) no Default
      or Event of Default exists at the time of issuance thereof or would result
      therefrom and (B) the Borrower shall have delivered to the Administrative
      Agent a Compliance Certificate for the period of four full Fiscal Quarters
      immediately preceding such issuance (prepared in good faith and in a
      manner and using such methodology which is consistent with the most recent
      financial statements delivered pursuant to Section 7.1.1) giving pro forma
      effect to such issuance and evidencing compliance with the covenants set
      forth in Section 7.2.4 and a pro forma Leverage Ratio of not more than
      2.00:1.0 as of the last day of such period;

                  (l)   unsecured Indebtedness of the Borrower in respect of
      Permitted Seller Notes, so long as the aggregate principal amount of
      Permitted Seller Notes issued, when aggregated with the aggregate amount
      of Indebtedness assumed or acquired pursuant to clause (m) of this Section
      7.2.2, does not exceed $40,000,000;

                  (m)   Indebtedness of a Person existing at the time such
      Person became a Subsidiary of the Borrower (such Person, an "Acquired
      Person"), together with all Indebtedness assumed by the Borrower or any of
      its Subsidiaries in connection with any Permitted Acquisition (including
      any Permitted Acquisition of assets) (all such Indebtedness being referred
      to in this clause (m) as "Assumed Indebtedness"), which, when aggregated
      with the aggregate principal amount of Permitted Seller Notes issued, does
      not exceed $40,000,000, but only to the extent that such Indebtedness was
      not created or incurred in contemplation of such Person becoming a
      Subsidiary or such Permitted Acquisition; provided that the terms and
      provisions of all Assumed Indebtedness which would at the time it is
      assumed or acquired by the Borrower or any of its Subsidiaries result in
      the aggregate principal amount of Assumed Indebtedness assumed or acquired
      hereunder to exceed $20,000,000 or any amount in excess of $20,000,000
      shall have been previously consented to by the Administrative Agent (such
      consent not to be unreasonably withheld);


                                       80
<PAGE>   88
                  (n)   Indebtedness of the Borrower in respect of Hedging
      Obligations (i) incurred (A) pursuant to Section 7.2.11 or (B) with
      respect to Indebtedness of the Borrower that bears interest at fluctuating
      rates of interest and is otherwise permitted to be incurred hereunder to
      the extent the notional principal amount with respect to the relevant
      Hedging Obligation does not exceed the principal amount of the
      Indebtedness to which such Hedging Obligation relates or (ii) pursuant to
      agreements designed to protect the Borrower and its Subsidiaries against
      fluctuations in currency exchange rates to the extent entered into in the
      ordinary course of business and not for speculative purposes;

                  (o)   Indebtedness of the Borrower incurred in connection with
      repurchases of Borrower Common Stock from full-time employees of the
      Borrower or its Subsidiaries; provided, however, that (i) the aggregate
      amount of such repurchases funded with Indebtedness does not exceed
      $7,500,000 in the aggregate outstanding at any time and (ii) such
      Indebtedness is subordinated to the Obligations on terms no less favorable
      to the Secured Parties than those set forth on Exhibit J hereto;

                  (p)   Intentionally Omitted;

                  (q)   guaranties by the Borrower and the Subsidiary Guarantors
      of each other's Indebtedness to the extent that such Indebtedness is
      otherwise permitted under this Section 7.2.2;

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

                  (s)   Indebtedness of the Borrower or any Subsidiary of the
      Borrower arising from agreements of the Borrower or a Subsidiary of the
      Borrower providing for indemnification, adjustment of purchase price or
      similar obligations in respect of the disposition of any business, assets
      or a Subsidiary of the Borrower that is permitted under this Agreement;
      provided, however, that the maximum liability in respect of such
      Indebtedness shall at no time exceed the gross cash proceeds actually
      received by the Borrower and its Subsidiaries in connection with such
      disposition; and

                  (t)   other unsecured Indebtedness of the Borrower and its
      Subsidiaries (other than Indebtedness of Foreign Subsidiaries owing to the
      Borrower or any Subsidiary Guarantor) in an aggregate amount at any time
      outstanding not to exceed $10,000,000;


provided, however, that no Indebtedness otherwise permitted by clause (e)(i),
(i), (k), (l), (m), (o) or (t) shall be assumed or otherwise incurred if a
Default has occurred and is then continuing or would result therefrom.


                                       81
<PAGE>   89
            VII.2.3 Liens. The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or permit to exist any Lien upon any of
its property (including Capital Stock of any Person), revenues or assets,
whether now owned or hereafter acquired, except:

                  (a)   Liens securing payment of the Obligations;

                  (b)   Intentionally Omitted;

                  (c)   Liens existing as of the Effective Date and disclosed
      and described in Item 7.2.3(c) of the Disclosure Schedule securing
      Indebtedness described in clause (c) of Section 7.2.2, and refinancings of
      such Indebtedness; provided, that no such Lien shall encumber any
      additional property and the amount of Indebtedness secured by such Lien is
      not increased from that existing on the Effective Date (as such
      Indebtedness may have been permanently reduced subsequent to the Effective
      Date);

                  (d)   Liens securing Indebtedness of the type permitted under
      clause (e)(ii) or (iii) of Section 7.2.2; provided, that (i) such Lien is
      granted within 90 days after such Indebtedness is incurred or any
      refinancing thereof permitted under such clause and (ii) such Lien secures
      only the assets that are the subject of the Indebtedness referred to in
      such clause;

                  (e)   Liens securing Indebtedness permitted by clause (m) of
      Section 7.2.2; provided, that such Liens existed prior to such Person
      becoming a Subsidiary or such Permitted Acquisition occurring, were not
      created in anticipation thereof and do not attach to any other asset of
      the Borrower or any of its Subsidiaries theretofore or thereafter
      existing;

                  (f)   Liens in favor of carriers, warehousemen, mechanics,
      materialmen and landlords granted in the ordinary course of business for
      amounts not overdue or being diligently contested in good faith by
      appropriate proceedings and for which adequate reserves in accordance with
      GAAP shall have been set aside on its books;

                  (g)   Liens incurred or deposits made in the ordinary course
      of business in connection with worker's compensation, unemployment
      insurance or other forms of governmental insurance or benefits (other than
      Liens in favor of the PBGC), or to secure performance of tenders,
      statutory obligations, bids, leases or other similar obligations (other
      than for borrowed money) entered into in the ordinary course of business;

                  (h)   Liens arising from judgments, decrees or attachments
      under circumstances which do not otherwise result in an Event of Default
      under Section 8.1.6;

                  (i)   easements, rights-of-way, zoning restrictions, minor
      defects or irregularities in title and other similar encumbrances not
      interfering in any material respect with the value or use of the property
      to which such Lien is attached;

                  (j)   Liens for Taxes, assessments or other governmental
      charges or levies not at the time delinquent or thereafter payable without
      penalty or being diligently


                                       82
<PAGE>   90
      contested in good faith by appropriate proceedings and for which adequate
      reserves in accordance with GAAP shall have been set aside on its books;

                  (k)   Liens securing Indebtedness of the type permitted by
      clause (i) of Section 7.2.2 and covering only assets of the Foreign
      Subsidiary obligated under such Indebtedness;

                  (l)   Liens arising from precautionary UCC-1 financing
      statement filings regarding operating leases entered into by the Borrower
      or any Subsidiary of the Borrower in the ordinary course of business;

                  (m)   licenses, leases or subleases granted to non-Affiliated
      Persons in the ordinary course of business not interfering in any material
      respect with the business of the Borrower or any of its Subsidiaries;

                  (n)   restrictions imposed in the ordinary course of business
      on the sale or distribution of designated inventory that arise from the
      sale of such inventory to one or more customers;

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

                  (p)   Liens securing Indebtedness permitted pursuant to clause
      (n) of Section 7.2.2; and

                  (q)   other Liens on property of the Borrower or any of its
      Subsidiaries, provided that the fair market value of the property
      encumbered by Liens described in this clause (q), and the Indebtedness and
      other obligations secured thereby, does not exceed $3,000,000.

            VII.2.4 Financial Condition and Operations. The Borrower will not
permit any of the events set forth below to occur.

                  (a)   the Borrower will not permit the Leverage Ratio as of
      the last day of each Fiscal Quarter, commencing with the third Fiscal
      Quarter of the 2001 Fiscal Year, to be greater than the ratio set forth
      opposite such Fiscal Quarter below:

<TABLE>
<CAPTION>
                     Fiscal Quarter           Leverage Ratio
                     --------------           --------------
<S>                                           <C>
            Fiscal Quarters ending after
            the Effective Date and prior to      2.50:1.0
            June 1, 2003

            Fiscal Quarters ending               2.00:1.0
            thereafter
</TABLE>

                                       83
<PAGE>   91
                  (b)   the Borrower will not permit the Interest Coverage Ratio
      as of the last day of each Fiscal Quarter, commencing with the third
      Fiscal Quarter of the 2001 Fiscal Year, to be less than the ratio set
      forth opposite such Fiscal Quarter below:

<TABLE>
<CAPTION>
                                                 Interest
                     Fiscal Quarter           Coverage Ratio
                     --------------           --------------
<S>                                           <C>
            Fiscal Quarters ending after
            the Effective Date and prior to      4.00:1.0
            June 1, 2003

            Fiscal Quarters ending               5.00:1.0
            thereafter
</TABLE>


                  (c)   the Borrower will not permit the Fixed Charge Coverage
      Ratio as of the last day of each Fiscal Quarter, commencing with the third
      Fiscal Quarter of the 2001 Fiscal Year, to be less than 2.00:1.00.

            VII.2.5 Investments. The Borrower will not, and will not permit any
of its Subsidiaries to, purchase, make, incur, assume or permit to exist any
Investment in any other Person, except:

                  (a)   Investments existing on the Effective Date and
      identified in Item 7.2.5(a) of the Disclosure Schedule;

                  (b)   Cash Equivalent Investments;

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

                  (d)   Capital Expenditures to the extent permitted pursuant
      to Section 7.2.7;

                  (e)   Investments by way of contributions to capital or
      purchases of Capital Stock (i) by the Borrower in any Subsidiary Guarantor
      or by any Subsidiary Guarantor in other Subsidiary Guarantors or (ii) by
      any Subsidiary in the Borrower;

                  (f)   Investments by the Borrower or a Subsidiary Guarantor in
      Foreign Subsidiaries (other than Investments described in clause (g) of
      Section 7.2.2 (which are hereby permitted pursuant to this clause (f))) to
      the extent the aggregate amount of such Investments does not exceed
      $20,000,000 (net of any repayments thereof) and provided that the
      aggregate amount of Indebtedness permitted pursuant to clause (g) of
      Section 7.2.2 and Investments made pursuant to this clause (f) does not
      exceed $20,000,000 (net of any repayments thereof);

                  (g)   Investments by a Foreign Subsidiary in any other
      Foreign Subsidiary that is a wholly-owned Subsidiary;


                                       84
<PAGE>   92
                  (h)   Investments (without duplication) that are permitted
      as Indebtedness pursuant to Section 7.2.2;

                  (i)   Investments made by the Borrower and its Subsidiaries
      that constitute (i) accounts receivable arising, (ii) trade debt granted,
      or (iii) deposits made in connection with the purchase price of goods or
      services, in each case in the ordinary course of business;

                  (j)   Investments in respect of Permitted Acquisitions;

                  (k)   Investments consisting of any deferred portion of the
      sales price received by the Borrower or any Subsidiary in connection with
      any Disposition permitted under Section 7.2.11;

                  (l)   Investments in respect of loans and advances made by the
      Borrower and its Subsidiaries in the ordinary course of business and
      consistent with past practices to their respective employees for moving,
      travel and emergency expenses and other similar expenses or for income tax
      liabilities, so long as the aggregate principal amount thereof at any one
      time outstanding (determined without regard to any write-downs or
      write-offs of such loans and advances) does not exceed $1,500,000;

                  (m)   Investments in respect of loans made by the Borrower
      ("Management Notes") to certain of its executives and other managers
      ("Management Investors") in connection with their purchase of Borrower
      Common Stock), so long as the proceeds of such notes are used concurrently
      dollar-for-dollar for the purchase of such Borrower Common Stock;

                  (n)   Restricted Payments permitted pursuant to Section 7.2.6;

                  (o)   Intentionally Omitted;

                  (p)   Investments pursuant to Hedging Obligations permitted
      hereunder;

                  (q)   the Borrower and its Subsidiaries may own the Capital
      Stock of their respective Subsidiaries created or acquired in accordance
      with the terms of this Agreement;

                  (r)   advances to subcontractors in the ordinary course of
      business;

                  (s)   the Borrower and its Subsidiaries may acquire and hold
      non-cash consideration issued by the purchaser of assets in connection
      with a sale of such assets to the extent permitted by Section 7.2.11;

                  (t)   other Investments made by the Borrower and its
      Subsidiaries in an amount not to exceed $20,000,000 over the term of
      this Agreement; and


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<PAGE>   93
                  (u)   Investments constituting the Transactions;
provided, however, that

                        (i) any Investment which when made complies with the
                        requirements of clause (a), (b) or (c) of the definition
                        of the term "Cash Equivalent Investment" may continue to
                        be held notwithstanding that such Investment if made
                        thereafter would not comply with such requirements; and

                        (ii) no Investment otherwise permitted by clause (f)
                        (other than Investments described in clause (g) of
                        Section 7.2.2), (j) or (t) shall be permitted to be made
                        if any Default has occurred and is continuing or would
                        result therefrom.


            VII.2.6 Restricted Payments, etc. The Borrower will not, and will
not permit any of their respective Subsidiaries to, declare or make a Restricted
Payment, or make any deposit for any Restricted Payment, except:

                  (a)   so long as at the time of such purchase (and after
      giving effect thereto) there shall exist no Default, the Borrower may
      repurchase Borrower Common Stock from any Management Investor (i) with
      proceeds of the key-man life insurance maintained on the life of such
      Management Investor, (ii) with cash in an aggregate amount not exceeding
      $3,000,000 per year or (iii) with Indebtedness permitted in accordance
      with clause (o) of Section 7.2.2;

                  (b)   so long as at the time of such payment (and after giving
      effect thereto) there shall exist no Payment Default or Event of Default
      described in Section 8.1.3 or 8.1.9, the Borrower may pay fees to Harvest
      Partners and its respective Affiliates in respect of management services
      rendered by them to the Borrower and its Subsidiaries to the extent the
      aggregate amount of such fees in any Fiscal Year (or portion thereof) does
      not exceed $1,250,000 per year, and so long as such fees accrue ratably
      throughout such year and are payable in advance or semi-annually;

                  (c)   (i) any Subsidiary of the Borrower may make Restricted
      Payments to the Borrower or any Subsidiary Guarantor and (ii) any
      non-wholly-owned Subsidiary of the Borrower may make Restricted Payments
      to its shareholders generally so long as the Borrower or its Subsidiary
      which owns the equity interest in the Subsidiary making such Restricted
      Payment receives at least its proportionate share thereof (based upon its
      relative holding of the equity interests in the Subsidiary making such
      Restricted Payment);

                  (d)   repurchases of Capital Stock of the Borrower deemed to
      occur upon the exercise of stock options if such Capital Stock represents
      a portion of the exercise price thereof and so long as no cash is paid or
      distributed by the Borrower or any of its Subsidiaries in connection
      therewith;


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<PAGE>   94
                  (e)   so long as (i) at the time of such Restricted Payment
      there shall exist no Default or Event of Default, (ii) the Borrower shall
      have delivered to the Administrative Agent a Compliance Certificate for
      the period of four full Fiscal Quarters immediately preceding such
      Restricted Payment (prepared in good faith and in a manner and using such
      methodology which is consistent with the most recent financial statements
      delivered pursuant to Section 7.1.1) giving pro forma effect to such
      Restricted Payment and evidencing compliance with the covenants set forth
      in Section 7.2.4 and a pro forma Leverage Ratio of not more than 2.00:1.0,
      in each case, as of the last day of such period, and (iii) after giving
      effect to such Restricted Payment at least $25,000,000 of the Revolving
      Loan Commitment Amount would be unused, the Borrower may make Restricted
      Payments that, when aggregated with (A) all Restricted Payments previously
      made after the Effective Date pursuant to this Section 7.2.6(e) and (B)
      without duplication payments of principal of, and premium and interest on,
      Subordinated Debt previously made after the Effective Date pursuant to
      Section 7.2.8(a)(i)(y), do not exceed an amount equal to 25% of the
      cumulative positive Net Income of the Borrower and its Subsidiaries for
      the period from January 1, 2001 through the end of the most recent Fiscal
      Quarter or Fiscal Year for which the Borrower has delivered the financial
      statements required pursuant to Section 7.1.1(a) or (b); and

                  (f)   the Transactions shall be permitted.

            VII.2.7 Capital Expenditures, etc.

                  (a)   Subject (in the case of Capitalized Lease Liabilities)
      to clause (e) of Section 7.2.2, the Borrower will not, and will not permit
      any of its Subsidiaries to, make or commit to make Capital Expenditures
      other than Capital Expenditures made or committed to be made by the
      Borrower and its Subsidiaries in any Fiscal Year which in the aggregate do
      not exceed $10,000,000:


provided, however, to the extent that Capital Expenditures made by the Borrower
and its Subsidiaries during any Fiscal Year (or portion thereof) are less than
the maximum amount permitted to be made for such Fiscal Year (or portion
thereof), 50% of such unused amount (each such amount, a "carry-forward amount")
may be carried forward to the immediately succeeding Fiscal Year and utilized to
make Capital Expenditures in such succeeding Fiscal Year in the event the amount
permitted in such succeeding Fiscal Year has been used (it being understood and
agreed that no carry-forward amount may be carried beyond the Fiscal Year
immediately succeeding the Fiscal Year in which it arose and that no portion of
the carry-forward amount available for any Fiscal Year may be used until the
entire amount of Capital Expenditures permitted to be made in such Fiscal Year
(without giving effect to such carry-forward amount) shall be made).


                  (b)   In addition to any Capital Expenditures permitted
      pursuant to paragraph (a) above, the Borrower and its Subsidiaries may
      make (i) Capital Expenditures with Casualty Proceeds and Net Disposition
      Proceeds to the extent permitted by clauses (d) and (e) of Section 3.1.1,
      and (ii) Capital Expenditures with Net Equity Proceeds. For the avoidance
      of doubt, any portion of any Permitted Acquisition that is permitted under
      Section 7.2.5 that is accounted for as Capital Expenditure shall not


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<PAGE>   95
      constitute a Capital Expenditure for purposes of this Section 7.2.7
      (provided that the aggregate limit for Permitted Acquisitions shall be
      decreased dollar-for-dollar by the amount expended in respect of such
      Acquisition that is so accounted as a Capital Expenditure).

            VII.2.8 No Prepayment of Subordinated Debt. The Borrower will not,
and will not permit any of its Subsidiaries to,

                  (a)   make any payment or prepayment of principal of, or
      premium or interest on, any Subordinated Debt (i) other than (x) the
      stated, scheduled payment of interest and, in the case of any Permitted
      Seller Notes, principal set forth in the applicable Subordinated Debt
      Documents, (y) so long as (A) at the time of such payment or prepayment
      there shall exist no Default or Event of Default, (B) the Borrower shall
      have delivered to the Administrative Agent a Compliance Certificate for
      the period of four full Fiscal Quarters immediately preceding such payment
      or prepayment (prepared in good faith and in a manner and using such
      methodology which is consistent with the most recent financial statements
      delivered pursuant to Section 7.1.1) giving pro forma effect to such
      payment or prepayment and evidencing compliance with the covenants set
      forth in Section 7.2.4 and a pro forma Leverage Ratio as of the last day
      of such period of not more than 2.00:1.0, in each case, as of the last day
      of such period, and (C) after giving effect to such payment or prepayment
      at least $25,000,000 of the Revolving Loan Commitment Amount would be
      unused, payments and prepayments that, when aggregated with (i) all
      Restricted Payments previously made after the Effective Date pursuant to
      Section 7.2.6(e) and (ii) without duplication payments of principal of,
      and premium and interest on, Subordinated Debt previously made after the
      Effective Date pursuant to this Section 7.2.8(a)(i)(y), do not exceed an
      amount equal to 25% of the cumulative positive Net Income of the Borrower
      and its Subsidiaries for the period from January 1, 2001 through the end
      of the most recent Fiscal Quarter or Fiscal Year for which the Borrower
      has delivered the financial statements required pursuant to Section
      7.1.1(a) or (b) and (z) so long as at the time of such payment or
      prepayment there shall exist no Default, other payments and prepayments in
      an aggregate amount not to exceed $10,000,000 over the term of this
      Agreement, or (ii) which would violate the terms of this Agreement or the
      applicable Subordinated Debt Documents;

                  (b)   except as permitted by clause (a), redeem, retire,
      purchase, defease or otherwise acquire any Subordinated Debt; or

                  (c)   expect as permitted by clause (a), make any deposit
      (including the payment of amounts into a sinking fund or other similar
      fund) for any of the foregoing purposes;

provided, that the Transactions shall be permitted.

            VII.2.9 Capital Stock of Subsidiaries. The Borrower will not permit
any of its Subsidiaries to issue any Capital Stock (whether for value or
otherwise), to any Person other than the Borrower or another Subsidiary of the
Borrower.


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<PAGE>   96
                  (a)   The Borrower will not issue any Redeemable Capital Stock
      not otherwise permitted to be issued pursuant to Section 7.2.2.

            VII.2.10 Consolidation, Merger, etc. The Borrower will not, and will
not permit any of its Subsidiaries to, liquidate or dissolve, consolidate with,
or merge into or with, any other Person, or otherwise enter into or consummate
any Acquisition, except

                  (a)   any Subsidiary may liquidate or dissolve voluntarily
      into, and may merge with and into, the Borrower (so long as the Borrower
      is the continuing or surviving corporation) or any other Subsidiary
      (provided, however, that a Subsidiary Guarantor may only liquidate or
      dissolve into, or merge with and into, the Borrower or another Subsidiary
      Guarantor), and the assets or Capital Stock of any Subsidiary may be
      purchased or otherwise acquired by the Borrower or any other Subsidiary
      (provided, however, that the assets or Capital Stock of any Subsidiary
      Guarantor may only be purchased or otherwise acquired by the Borrower or
      another Subsidiary Guarantor); provided, further, that in no event shall
      any Pledged Subsidiary consolidate with or merge with and into any
      Subsidiary other than another Pledged Subsidiary unless after giving
      effect thereto, the Administrative Agent shall have a perfected pledge of,
      and security interest in and to, at least the same percentage of the
      issued and outstanding interests of Capital Stock (on a fully diluted
      basis) of the surviving Person as the Administrative Agent had immediately
      prior to such merger or consolidation in form and substance satisfactory
      to the Administrative Agent, pursuant to such documentation and opinions
      as shall be necessary in the reasonable opinion of the Administrative
      Agent to create, perfect or maintain the collateral position of the
      Secured Parties therein;

                  (b)   so long as no Default has occurred and is continuing or
      would occur after giving effect thereto, the Borrower or any of its
      Subsidiaries may consummate a Permitted Acquisition; and

                  (c)   in connection with the Transactions.

            VII.2.11 Permitted Dispositions. The Borrower will not, and will not
permit any of its Subsidiaries to, Dispose of any of the Borrower's or such
Subsidiaries' assets (including accounts receivable and Capital Stock of
Subsidiaries to any Person in one transaction or series of transactions unless:

                  (a)   such Disposition is of (i) inventory Disposed of in the
      ordinary course of its business or (ii) equipment which is obsolete, worn
      out or otherwise no longer useful in the business of the Borrower and its
      Subsidiaries in the good faith opinion of management;

                  (b)   such Disposition is permitted by Section 7.2.10;


                  (c)   such Disposition is pursuant to a non-exclusive
      licensing arrangement entered into by the Borrower or any of its
      Subsidiaries with respect to any of its intellectual property in the
      ordinary course of its business consistent with past practice;


                                       89
<PAGE>   97
                  (d)   (i) such Disposition is for not less than the fair
      market value of the assets to be Disposed, (ii) the consideration received
      by the Borrower or applicable Subsidiary consists of at least 80% cash,
      (iii) the net book value of such assets, together with the net book value
      of all other assets Disposed of pursuant to this clause (d), does not
      exceed $3,000,000 in any Fiscal Year or $12,000,000 over the term of this
      Agreement and (iv) immediately prior to and after giving effect to such
      Disposition no Default shall have occurred and be continuing; or

                  (e)   such Disposition is in respect of the sale or exchange
      of specific items of equipment, so long as the purpose of each such sale
      or exchange is to acquire (and results within 120 days of such sale or
      exchange in the acquisition of) replacement items of equipment which are
      the functional equivalent of the item of equipment so sold or exchanged.

            VII.2.12 Modification of Certain Agreements. The Borrower will not,
and will not permit any of its Subsidiaries to, consent to any amendment,
supplement, waiver or other modification of, or enter into any forbearance from
exercising any rights with respect to the terms or provisions contained in,

                  (a)   the Subordinated Debt Documents, other than (i) pursuant
      to the Sub Debt Prepayment Documents and (ii) any amendment, supplement,
      waiver or modification for which no fee is payable to the holders of the
      relevant Subordinated Debt and which (A) extends the date or reduces the
      amount of any required repayment, prepayment or redemption of the
      principal of such Subordinated Debt, (B) reduces the rate or extends the
      date for payment of the interest, premium (if any) or fees payable on such
      Subordinated Debt or (C) makes the covenants, events of default or
      remedies in such Subordinated Debt Documents less restrictive on the
      obligors thereunder; or

                  (b)   any of the other Material Documents, other than any
      amendment, supplement, waiver or modification which would not be
      materially adverse to the rights, interests or obligations of any Secured
      Party under any Loan Document.

            VII.2.13 Transactions with Affiliates. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into or cause or permit to
exist any arrangement, transaction or contract (including for the purchase,
lease or exchange of property or the rendering of services) with any of its
other Affiliates, unless such arrangement, transaction or contract is on terms
customary for similar arrangements, transactions or contracts entered into by
Persons generally and such terms are no less favorable to the Borrower or such
Subsidiary than it could obtain in an arm's-length transaction with a Person
that is not an Affiliate, except:

                  (a)   Restricted Payments may be made to the extent provided
      in Section 7.2.6;

                  (b)   transactions exclusively between or among the Borrower
      and one or more Subsidiary Guarantors that are wholly-owned Subsidiaries
      of the Borrower and not Foreign Subsidiaries or exclusively between or
      among such Subsidiary Guarantors;


                                       90
<PAGE>   98
                  (c)   the Borrower and its Subsidiaries may make purchases of
      materials at prevailing market prices in the ordinary course of business
      consistent with past practices from Edgein Corp.;

                  (d)   the Borrower and its Subsidiaries may conduct any
      transaction otherwise permitted pursuant to Sections 7.2.2(c), (f), (g),
      (h), (j), (p) and (q), 7.2.3(c) and (i), 7.2.5(a), (e), (f), (g), (l), (m)
      and (o), 7.2.6 and 7.2.10(a); and

                  (e)   the Borrower and its Subsidiaries may enter into and
      perform their respective obligations under the Material Documents (and
      otherwise consummate the Transactions) and may pay customary directors
      fees in the ordinary course of business.

Notwithstanding anything to the contrary contained above, except for
transactions specifically permitted by clauses (a) - (e), (i) prior to entering
into any transaction or series related transactions with any Affiliate of the
Borrower or any Affiliate of the Borrower's Subsidiaries involving or having a
value in excess of $3,000,000 the Borrower shall deliver to the Administrative
Agent a certificate of an Authorized Officer stating that, in the good faith
determination of the Board of Directors of the Borrower (as evidenced by a
resolution), the transaction is on terms in all material respects no less
favorable to the Borrower or any of its Subsidiaries, as the case may be, than
could be obtained from an unaffiliated party and (ii) the Borrower or any of its
Subsidiaries shall not enter into any transaction with any of their respective
Affiliates involving or having a value of more than $10,000,000 or if there is
no member of the Board of Directors of the Borrower who does not have any direct
or indirect financial interest in or with respect to the transaction being
considered, unless the Borrower or such Subsidiary, as the case may be, has
received an opinion from an independent financial advisor to the effect that
such transaction (or series of transactions) is fair to the Borrower or such
Subsidiary, as the case may be, from a financial point of view; provided, that
if the Borrower is required by the terms of any Subordinated Debt Document to
deliver an officer's certificate and resolutions of the type described in clause
(i) above and/or an opinion of the type described in clause (ii) above, the
Borrower shall also deliver such officer's certificate and resolutions and/or
opinion to the Administrative Agent.


            VII.2.14 Restrictive Agreements, etc. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into any agreement prohibiting

                  (a)   the creation or assumption of any Lien upon its
      properties, revenues or assets, whether now owned or hereafter acquired,
      for the benefit of any Secured Party;

                  (b)   the ability of any Obligor to amend or otherwise modify
      any Loan Document; or

                  (c)   the ability of any Subsidiary to make any payments,
      directly or indirectly, to the Borrower, including by way of dividends,
      advances, repayments of loans, reimbursements of management and other
      intercompany charges, expenses and accruals or other returns on
      investments, or transfer any of its assets or property to the Borrower.


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<PAGE>   99
The foregoing prohibitions shall not apply to restrictions contained (i) in any
Loan Document, (ii) in the case of clauses (a) and (c), in (A) any agreement
governing any Indebtedness permitted by clause (e) of Section 7.2.2 as to the
assets financed with the proceeds of such Indebtedness or (B) any agreement of a
Foreign Subsidiary governing the Indebtedness permitted by clause (i) of Section
7.2.2 as to the assets of such Foreign Subsidiary and (iii) in the case of
clause (c), pursuant to (A) applicable law, (B) customary non-assignment
provisions in leases or (C) customary provisions restricting the transfer of
property or assets that are subject to an agreement to transfer such property or
assets.


            VII.2.15 Sale and Leaseback. The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly enter into any
agreement or arrangement providing for the sale or transfer by it of any
property (now owned or hereafter acquired) to a Person and the subsequent lease
or rental of such property or other similar property from such Person; provided
that the Borrower may enter into any agreement or arrangement providing for the
sale or transfer by it of any property (now owned or hereafter acquired) to a
Person and the subsequent lease or rental of such property or other similar
property from such Person so long as at the time of determination the present
value (discounted at the interest rate implicit in the lease) of the obligation
of the lessee of the property subject to such sale and leaseback transaction for
rental payments during the remaining term of the lease included in such
transaction (such present value, "Attributable Debt"), including any period for
which such lease has been extended or may, at the option of the lessor, be
extended or until the earliest date on which the lessee may terminate such lease
without penalty or upon payment of penalty (in which case the rental payments
shall include such penalty), after excluding all amounts required to be paid on
account of maintenance and repairs, insurance, taxes, assessments, water,
utilities and similar charges, does not exceed at any time $4,000,000.

            VII.2.16 Take or Pay Contracts. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into or be a party to any arrangement
for the purchase of materials, supplies, other property or services if such
arrangement by its express terms requires that payment be made by the Borrower
or such Subsidiary regardless of whether such materials, supplies, other
property or services are delivered or furnished to it.

            VII.2.17 Accounting Changes. The Borrower will not, and will not
permit any of its Subsidiaries to, end its fiscal year (each, a "Fiscal Year")
on a day other than the last Saturday in each calendar year and its first three
(3) Fiscal Quarters (each, a "Fiscal Quarter") in each Fiscal Year to end on the
dates other than those that are thirteen (13) weeks, twenty-six (26) weeks and
thirty-nine (39) weeks after the end of the immediately preceding Fiscal Year,
respectively; provided, however, to the extent required by applicable law, a
Foreign Subsidiary may end its fiscal year on the last of the relevant calendar
year and may end each of its fiscal quarters on the last day of the relevant
calendar quarter.

                                  ARTICLE VIII
                                EVENTS OF DEFAULT

      Section VIII.1 Listing of Events of Default. Each of the following events
or occurrences described in this Article shall constitute an "Event of Default".


                                       92
<PAGE>   100
            VIII.1.1 Non-Payment of Obligations. The Borrower shall default in
the payment or prepayment when due of

                  (a)   any principal of any Loan, or any Reimbursement
      Obligation or any deposit of cash for collateral purposes pursuant to
      Section 2.6.4; or

                  (b)   any interest on any Loan or fee described in Article III
      or any other monetary Loan Obligation, and such default shall continue
      unremedied for a period of three Business Days after such amount was due.

            VIII.1.2 Breach of Warranty. Any representation or warranty of any
Obligor made or deemed to be made in any Loan Document (including any
certificates delivered pursuant to Article V) is or shall be incorrect when made
or deemed to have been made in any material respect.

            VIII.1.3 Non-Performance of Certain Covenants and Obligations. The
Borrower shall default in the due performance or observance of any of its
obligations under Section 7.1.1(e), 7.1.2(a)(i) or 7.2.

            VIII.1.4 Non-Performance of Other Covenants and Obligations. The
Borrower shall default in the due performance or observance of any of its
obligations under Section 7.1.8, 7.1.9 or 7.1.10 and such default shall continue
unremedied for a period of 30 days.

                  (a)   Any Obligor shall default in the due performance and
      observance of any agreement contained in any Loan Document executed by it
      (other than the agreements described in Section 8.1.1, 8.1.2, 8.1.3 or
      8.1.4(a)), and such default shall continue unremedied for a period of 30
      days after notice thereof shall have been given to the Borrower by any
      Agent or the Required Lenders.

            VIII.1.5 Default on Other Indebtedness. A default shall occur in the
payment of any amount when due (subject to any applicable grace period), whether
by acceleration or otherwise, of any principal or stated amount of, or interest
or fees on, any Indebtedness (other than Indebtedness described in Section
8.1.1) of the Borrower or any of its Subsidiaries having a principal or stated
amount, individually or in the aggregate, in excess of $5,000,000, or a default
shall occur in the performance or observance of any obligation or condition with
respect to such Indebtedness if the effect of such default is to accelerate the
maturity of any such Indebtedness or such default shall continue unremedied for
any applicable period of time sufficient to permit the holder or holders of such
Indebtedness, or any trustee or agent for such holders, to cause or declare such
Indebtedness to become due and payable or to require such Indebtedness to be
prepaid, redeemed, purchased or defeased, or require an offer to purchase or
defease such Indebtedness to be made, prior to its expressed maturity.

            VIII.1.6 Judgments. Any judgment or order for the payment of money,
individually or in the aggregate, in excess of $5,000,000 (exclusive of any
amounts fully covered by insurance (less any applicable deductible) to the
extent the provider of such insurance is not denying its liability with respect
thereto) shall be rendered against the Borrower or any of its Subsidiaries and
such judgment shall not have been vacated or discharged or stayed or bonded


                                       93
<PAGE>   101
pending appeal within 30 days after the entry thereof or enforcement proceedings
shall have been commenced by any creditor upon such judgment or order.

            VIII.1.7 Pension Plans. Any of the following events shall occur with
respect to any Pension Plan

                  (a)   the institution of any steps by the Borrower, any member
      of its Controlled Group or any other Person to terminate a Pension Plan
      if, as a result of such termination, the Borrower or any such member is
      required to make a contribution to such Pension Plan, or could reasonably
      be expected to incur a liability or obligation to such Pension Plan, in
      excess of $5,000,000; or

                  (b)   a contribution failure occurs with respect to any
      Pension Plan sufficient to give rise to a Lien under section 302(f) of
      ERISA in an amount in excess of $5,000,000.

            VIII.1.8 Change in Control. Any Change in Control shall occur.

            VIII.1.9 Bankruptcy, Insolvency, etc. the Borrower or any Material
Subsidiary shall

                  (a)   become insolvent or generally fail to pay, or admit in
      writing its inability or unwillingness generally to pay, debts as they
      become due;

                  (b)   apply for, consent to or suffer to exist the appointment
      of a trustee, receiver, sequestrator or other custodian for any
      substantial part of the property of any thereof, or make a general
      assignment for the benefit of creditors;

                  (c)   in the absence of such application, consent, sufferance
      or assignment, permit or suffer to exist the appointment of a trustee,
      receiver, sequestrator or other custodian for a substantial part of the
      property of any thereof, and such trustee, receiver, sequestrator or other
      custodian shall not be discharged within 60 days; provided, that the
      Borrower (for itself and its Material Subsidiaries) hereby expressly
      authorize each Secured Party to appear in any court conducting any
      relevant proceeding during such 60-day period to preserve, protect and
      defend their rights under the Credit Documents;

                  (d)   permit or suffer to exist the commencement of any
      bankruptcy, reorganization, debt arrangement or other case or proceeding
      under any bankruptcy or insolvency law or any dissolution, winding up or
      liquidation proceeding, in respect thereof, and, if any such case or
      proceeding is not commenced by the Borrower or any such Material
      Subsidiary, such case or proceeding shall be consented to or acquiesced in
      by such Person or shall result in the entry of an order for relief or
      shall remain for 60 days undismissed; provided, that the Borrower (for
      itself and its Material Subsidiaries) hereby expressly authorize each
      Secured Party to appear in any court conducting any such case or
      proceeding during such 60-day period to preserve, protect and defend their
      rights under the Credit Documents; or


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<PAGE>   102
                  (e)   take any action authorizing, or in furtherance of, any
      of the foregoing.

            VIII.1.10 Impairment of Security, etc. Any material provision of any
Loan Document or any Lien granted thereunder with respect to any material assets
shall (except in accordance with its terms), in whole or in part, terminate,
cease to be effective or cease to be the legally valid, binding and enforceable
obligation of any Obligor party thereto; any Obligor shall contest in any manner
such effectiveness, validity, binding nature or enforceability; or, except as
permitted under any Loan Document, any Lien securing any Obligation shall, in
whole or in part, cease to be a perfected first priority Lien.

            VIII.1.11 Failure of Subordination. The subordination provisions
relating to any Subordinated Debt (the "Subordination Provisions") shall for any
reason be revoked or invalidated or otherwise cease to be in full force and
effect or to be enforceable by the Lenders, the Agents and the Issuers in
material accordance with the terms thereof or the monetary Obligations shall
fail to constitute "Senior Indebtedness" (or a similar term) referring to the
Obligations; or any Obligor of Subordinated Debt shall disavow or contest in any
manner (i) the effectiveness, validity or enforceability of any of the material
Subordination Provisions, (ii) that the Subordination Provisions exist for the
benefit of the Lenders, the Agents and the Issuers or (iii) that all payments of
principal of or premium and interest on the Subordinated Debt, or realized from
the liquidation of any property of any Obligor, shall be subject to any of such
Subordination Provisions.

      Section VIII.2 Action if Bankruptcy. If any Event of Default described in
clauses (a) through (d) of Section 8.1.9 shall occur with respect to the
Borrower, the Commitments (if not theretofore terminated) shall automatically
terminate and the outstanding principal amount of all outstanding Loans and all
other Loan Obligations (including Reimbursement Obligations) shall automatically
be and become immediately due and payable by the Borrower, without notice or
demand to any Person, and the Borrower shall automatically and immediately be
obligated to Cash Collateralize all Letter of Credit Outstandings.

      Section VIII.3 Action if Other Event of Default. If any Event of Default
(other than any Event of Default described in clauses (a) through (d) of Section
8.1.9) shall occur for any reason, whether voluntary or involuntary, and be
continuing, the Administrative Agent, upon the direction of the Required
Lenders, shall by notice to the Borrower declare all or any portion of the
outstanding principal amount of the Loans and other Loan Obligations (including
Reimbursement Obligations) to be due and payable by the Borrower and/or the
relevant Commitments (if not theretofore terminated) to be terminated, whereupon
the full unpaid amount of such Loans and other Loan Obligations which shall be
so declared due and payable shall be and become immediately due and payable,
without further notice, demand or presentment, and/or, as the case may be, the
relevant Commitments shall terminate and the Borrower shall automatically and
immediately be obligated to Cash Collateralize all Letter of Credit
Outstandings.


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                                   ARTICLE IX
                                    THE AGENT

      Section IX.1 Appointments and Authorizations; Actions.

                  (a)   Each Lender hereby appoints Bankers Trust as its
      Administrative Agent under and for purposes of each Loan Document. Each
      Lender authorizes the Administrative Agent to act on behalf of such Lender
      under each Loan Document and, in the absence of other written instructions
      from the Required Lenders received from time to time by the Administrative
      Agent (with respect to which the Administrative Agent agrees that it will
      comply, except as otherwise provided in this Section or as otherwise
      advised by counsel in order to avoid contravention of applicable law), to
      exercise such powers hereunder and thereunder as are specifically
      delegated to or required of the Administrative Agent by the terms hereof
      and thereof, together with such powers as may be reasonably incidental
      thereto. Each Lender hereby indemnifies (which indemnity shall survive any
      termination of this Agreement) the Administrative Agent, pro rata
      according to such Lender's proportionate Total Exposure Amount, from and
      against any and all liabilities, obligations, losses, damages, claims,
      costs or expenses of any kind or nature whatsoever which may at any time
      be imposed on, incurred by, or asserted against, the Administrative Agent
      in any way relating to or arising out of any Loan Document, including
      reasonable attorneys' fees, and as to which the Administrative Agent is
      not reimbursed by the Borrower; provided, however, that no Lender shall be
      liable for the payment of any portion of such liabilities, obligations,
      losses, damages, claims, costs or expenses which are determined by a court
      of competent jurisdiction in a final proceeding to have resulted from the
      Administrative Agent's gross negligence or willful misconduct. The
      Administrative Agent shall not be required to take any action under any
      Loan Document, or to prosecute or defend any suit in respect of any Loan
      Document, unless it is indemnified hereunder to its satisfaction. If any
      indemnity in favor of the Administrative Agent shall be or become, in the
      Administrative Agent's determination, inadequate, such Agent may call for
      additional indemnification from the Lenders and cease to do the acts
      indemnified against hereunder until such additional indemnity is given.
      Notwithstanding any provision to the contrary contained elsewhere in any
      Loan Document, the Administrative Agent shall not have any duties or
      responsibilities except those expressly set forth herein, nor shall the
      Administrative Agent have or be deemed to have any fiduciary relationship
      with any Lender, and no implied covenants, functions, responsibilities,
      duties, obligations or liabilities shall be read into any Loan Document or
      otherwise exist against the Administrative Agent.

                  (b)   The Issuer shall act on behalf of the Lenders with
      respect to the Letters of Credit issued by it and the documents associated
      therewith until such time and except for so long as the Administrative
      Agent may agree at the request of the Required Lenders to act for the
      Issuer with respect thereto; provided, however, that the Issuer shall have
      all of the benefits and immunities (i) provided to the Administrative
      Agent in this Section 9.1 with respect to any acts taken or omissions of
      the Issuer in connection with Letters of Credit issued by it or proposed
      to be issued by it and the applications and agreements for letters of
      credit pertaining to the Letters of Credit as fully as if the term
      "Administrative Agent", as used in this Section 9.1, included the Issuer
      with respect to


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<PAGE>   104
      such acts or omissions, and (ii) as additionally provided in this
      Agreement with respect to the Issuer.

                  (c)   The Swing Line Lender shall have all of the benefits and
      immunities (i) provided to the Administrative Agent in this Section 9.1
      with respect to any acts taken or omissions suffered by the Swing Line
      Lender in connection with Swing Line Loans made or proposed to be made by
      it as fully as if the term "Administrative Agent", as used in this Section
      9.1, included the Swing Line Lender with respect to such acts or omissions
      and (ii) as additionally provided in this Agreement with respect to the
      Swing Line Lender.

                  (d)   The Lenders authorize the Administrative Agent to hold,
      for and on behalf of the Lenders, security in the assets and properties of
      the Borrower and its Subsidiaries securing the Obligations.

      Section IX.2 Funding Reliance, etc. Unless the Administrative Agent shall
have been notified in writing by any Lender by 3:00 p.m. on the Business Day
prior to a Borrowing that such Lender will not make available the amount which
would constitute its Percentage of such Borrowing on the date specified
therefor, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent and, in reliance upon such
assumption, make available to the Borrower a corresponding amount. If and to the
extent that such Lender shall not have made such amount available to the
Administrative Agent, such Lender and the Borrower severally agree to repay the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date the Administrative Agent made such
amount available to the Borrower to the date such amount is repaid to the
Administrative Agent, at the interest rate applicable at the time to Loans
comprising such Borrowing (in the case of the Borrower) and (in the case of a
Lender), at the Federal Funds Rate, for the first two Business Days after which
such amount has not been repaid, and thereafter at the interest rate applicable
to Loans comprising such Borrowing.

      Section IX.3 Exculpation. Neither the Administrative Agent nor any of its
directors, officers, employees or agents shall be liable to any Lender for any
action taken or omitted to be taken by it under any Loan Document, in connection
herewith or therewith, except for its own willful misconduct or gross
negligence, nor responsible for any recitals, statements, representations or
warranties herein or therein or in any certificate, report, statement or other
document referred to or provided for herein or therein, nor for the
effectiveness, enforceability, validity or due execution of any Loan Document,
nor for the creation, perfection or priority of any Liens purported to be
created by any of the Loan Documents, or the validity, genuineness,
enforceability, existence, value or sufficiency of any collateral security, nor
to make any inquiry respecting the observance or performance by any Obligor of
its Obligations. Any such inquiry which may be made by either the Administrative
Agent shall not obligate it to make any further inquiry or to take any action.
The Administrative Agent shall be entitled to rely upon advice of counsel
concerning legal matters and upon any notice, consent, certificate, statement or
writing which the Administrative Agent believes to be genuine and to have been
presented by a proper Person.


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      Section IX.4 Successor. The Administrative Agent may resign as such at any
time upon at least 30 days' prior notice to the Borrower and all Lenders. If the
Administrative Agent at any time shall resign, the Required Lenders may appoint
another Lender as a successor Administrative Agent which shall thereupon become
the Administrative Agent hereunder. If no successor Administrative Agent shall
have been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent's giving
notice of resignation, then the retiring Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent, which shall be one of the
Lenders or a commercial banking institution organized under the laws of the U.S.
(or any State thereof) or a U.S. branch or agency of a commercial banking
institution, and having a combined capital and surplus of at least $250,000,000
to act as Administrative Agent until such time, if any, as the Required Lenders
appoint a successor Administrative Agent as provided above; provided, however,
that if, such retiring Administrative Agent is unable to find a commercial
banking institution which is willing to accept such appointment and which meets
the qualifications set forth in above, the retiring Administrative Agent's
resignation shall nevertheless thereupon become effective and the Lenders shall
assume and perform all of the duties of the Administrative Agent hereunder until
such time, if any, as the Required Lenders appoint a successor as provided for
above. The appointment of any successor Administrative Agent pursuant to the
fifth sentence of this Section 9.4 shall require the consent of the Borrower,
which consent shall not be unreasonably withheld or delayed and which consent
shall not be required if a Default has occurred and is then continuing. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall be entitled to
receive from the retiring Administrative Agent such documents of transfer and
assignment as such successor Administrative Agent may reasonably request, and
shall thereupon succeed to and become vested with all rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under the Loan
Documents. After any retiring Administrative Agent's resignation hereunder as
the Administrative Agent, the provisions of this Article shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was the
Administrative Agent under the Loan Documents, and Sections 10.3 and 10.4 shall
continue to inure to its benefit.

      Section IX.5 Credit Extensions by each Agent. Each of the Administrative
Agent and the Issuer shall have the same rights and powers with respect to
(x)(i) in the case of an Agent, the Credit Extensions made by it or any of its
Affiliates and (ii) in the case of the Issuer, the Loans made by it or any of
its Affiliates, and (y) the Notes held by it or any of its Affiliates as any
other Lender and may exercise the same as if it were not an Agent or the Issuer.
Each Agent, the Issuer and each and each of their respective Affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with the Borrower or any Subsidiary or Affiliate of the Borrower as if
the Administrative Agent or the Issuer were not the Administrative Agent or the
Issuer hereunder. The Lenders acknowledge that, pursuant to such activities,
Bankers Trust or its Affiliates may receive information regarding the Borrower
or its Affiliates (including information that may be subject to confidentiality
obligations in favor of the Borrower or such Affiliate) and acknowledge that
Bankers Trust and its Affiliates shall be under no obligation to provide such
information to them.

      Section IX.6 Credit Decisions. Each Lender acknowledges that it has,
independently of the Administrative Agent and each other Lender, and based on
such Lender's review of the


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<PAGE>   106
financial information of the Borrower and its Subsidiaries, the Loan Documents
(the terms and provisions of which being satisfactory to such Lender) and such
other documents, information and investigations as such Lender has deemed
appropriate, made its own credit decision to extend its Commitments. Each Lender
also acknowledges that it will, independently of the Administrative Agent and
each other Lender, and based on such other documents, information and
investigations as it shall deem appropriate at any time, continue to make its
own credit decisions as to exercising or not exercising from time to time any
rights and privileges available to it under the Loan Documents.

      Section IX.7 Copies, etc. The Administrative Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to the Administrative Agent by the Borrower pursuant to the terms of the
Loan Documents (unless concurrently delivered to the Lenders by the Borrower).
The Administrative Agent will distribute to each Lender each document or
instrument received for its account and copies of all other communications
received by the Administrative Agent from the Borrower for distribution to the
Lenders by the Administrative Agent in accordance with the terms of the Loan
Documents.

      Section IX.8 Reliance by Agents. The Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any
certification, notice or other communication (including any thereof by
telephone, telecopy, telegram or cable) believed by it to be genuine and correct
and to have been signed, sent or made by or on behalf of the proper Person, and
upon advice and statements of legal counsel, independent accountants and other
experts selected by the Administrative Agent. As to any matters not expressly
provided for by the Loan Documents, the Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder or
thereunder in accordance with instructions given by the Required Lenders or all
of the Lenders as is required in such circumstance or as the Administrative
Agent deems appropriate, and such instructions of such Lenders and any action
taken or failure to act pursuant thereto shall be binding on all Secured
Parties; prior to acting, or refraining from acting, in any such circumstance,
either such Agent may request confirmation from the Lenders of their obligation
to indemnify the Administrative Agent against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action. For purposes of applying amounts in accordance with this Section, the
Administrative Agent shall be entitled to rely upon any Secured Party that has
entered into a Rate Protection Agreement with any Obligor for a determination
(which such Secured Party agrees to provide or cause to be provided upon request
of the Administrative Agent) of the outstanding Obligations owed to such Secured
Party under any Rate Protection Agreement. Unless it has actual knowledge
evidenced by way of written notice from any such Secured Party and the Borrower
to the contrary, the Administrative Agent, in acting in such capacity under the
Loan Documents, shall be entitled to assume that no Rate Protection Agreements
or Obligations in respect thereof are in existence or outstanding between any
Secured Party and any Obligor.

      Section IX.9 Notice of Defaults. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of a Default or an Event of
Default unless the Administrative Agent has received a written notice from a
Lender or the Borrower specifying such Default or Event of Default and stating
that such notice is a "Notice of Default". In the event that the Administrative
Agent receives such a notice of the occurrence of a Default or Event of Default,
the Administrative Agent shall give prompt notice thereof to the Lenders. The


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Administrative Agent shall (subject to Section 10.1) take such action with
respect to such Default or Event of Default as shall be directed by the Required
Lenders (or, if required, all Lenders) and in accordance with the terms of this
Agreement; provided, that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interest of the Lenders except to the extent that this Agreement expressly
requires that such action be taken, or not be taken, only with the consent or
upon the authorization of the Required Lenders or all Lenders, as applicable.

      Section IX.10 Other Titles. None of the institutions identified as
"Syndication Agent" or "Documentation Agent" on the title page to this Agreement
shall have any obligations, liabilities or duties under this Agreement other
than those applicable to a Lender (but only if such institution is a Lender) as
such, and no such institution shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any such institution in deciding to enter into this
Agreement or in taking or not taking any action hereunder.

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS

      Section X.1 Waivers, Amendments, etc.

            X.1.1 Waiver and Amendment Requirements. The provisions of each Loan
Document may from time to time be amended, modified or waived, if such
amendment, modification or waiver is in writing and consented to by the Borrower
and the Required Lenders; provided, however, that no such amendment,
modification or waiver shall:

                  (a)   modify this Section without the consent of all Lenders
      except that this Section may be modified with the consent of the Required
      Lenders (or in the case of loans pursuant to Section 2.8, those lenders
      making such loans) as required to include any additional Tranche herein on
      the same basis as those Tranches existing on the date hereof are included
      herein on the date hereof;

                  (b)   increase the aggregate amount of any Credit Extensions
      required to be made by a Lender pursuant to a Commitment (it being
      understood that waivers or modifications (x) of conditions precedent,
      covenants, Defaults or Events of Default or (y) of a mandatory reduction
      in the Commitment Amount relating to such Commitment shall not constitute
      an increase of the aggregate amount of Credit Extensions that may be
      required to be made by such Lender pursuant to such Commitment), (y)
      extend any final Commitment Termination Date or reduce any fees described
      in Article III payable to any Lender without the consent of such Lender;

                  (c)   extend any Stated Maturity Date for any Lender's Loan
      (it being understood that amending the mandatory prepayment provisions
      (other than the Stated Maturity Date) or financial covenants (or component
      definitions thereof) shall not constitute an extension of any Lender's
      Loan) or extend the stated maturity of any Letter


                                      100
<PAGE>   108
      of Credit beyond the Revolving Loan Commitment Termination Date, or reduce
      the principal amount of, rate of interest or fees on any Loan or
      Reimbursement Obligations (which shall in each case include the conversion
      of all or any part of the Loan Obligations into equity of any Obligor) (it
      being understood that amending the financial covenants or component
      definitions thereof shall not constitute a reduction in the rate of
      interest applicable to any Loan or Reimbursement Obligation), or extend
      the date on which interest or fees are payable in respect of such Loan or
      Reimbursement Obligation, in each case, without the consent of the Lender
      which has made such Loan or, in the case of a Reimbursement Obligation,
      the Issuer owed, and those Lenders participating in, such Reimbursement
      Obligation (it being understood and agreed, however, that any vote to
      rescind any acceleration made pursuant to Section 8.2 and Section 8.3 of
      amounts owing with respect to the Loans and other Loan Obligations shall
      only require the vote of the Required Lenders);

                  (d)   reduce the percentage set forth in the definition of
      "Required Lenders" or modify any requirement hereunder that any particular
      action be taken by all Lenders without the consent of all Lenders (it
      being understood that, with the consent of the Required Lenders (or in the
      case of loans pursuant to Section 2.8, those lenders making such loans),
      additional extensions of credit pursuant to this Agreement (including,
      without limitation, any new or additional Tranche) may be included in the
      determination of Required Lenders on substantially the same basis as the
      extensions of Term A Loans and Revolving Loan Commitments are included in
      such determination on the date hereof);

                  (e)   except as otherwise expressly provided in a Loan
      Document, release (i) the Borrower from its Loan Obligations under the
      Loan Documents, or any Subsidiary Guarantor from its Obligations under the
      Subsidiary Guaranty (other than in connection with a Disposition of all or
      substantially all of the Capital Stock of such Subsidiary Guarantor in a
      transaction permitted by Section 7.2.11 or consented to by the Required
      Lenders) or (ii) all or substantially all of the collateral under the Loan
      Documents, or consent to the assignment or transfer by the Borrower or any
      Subsidiary Guarantor of any of its rights and obligations under this
      Agreement, in each case without the consent of all Lenders; provided that
      the Required Lenders may consent to the release of any Subsidiary
      Guarantor that (A) accounted for no more than 15% of consolidated revenues
      of the Borrower and its Subsidiaries for the four consecutive Fiscal
      Quarters of the Borrower ending on March 31, 2001, or if later, the last
      day of the most recently completed Fiscal Quarter with respect to which,
      pursuant to Section 7.1.1, financial statements have been, or are required
      to have been, delivered by the Borrower to the Administrative Agent and
      (B) has assets which represent no more than 15% of the consolidated assets
      of the Borrower and its Subsidiaries as of March 31, 2001, or if later,
      the last day of the last Fiscal Quarter of the most recently completed
      Fiscal Quarter with respect to which, pursuant to Section 7.1.1, financial
      statements have been, or are required to have been, delivered by the
      Borrower to the Administrative Agent;

                  (f)   amend, modify or waive clause (b) of Section 3.1.1 in a
      manner adverse to the holders of Revolving Loan Commitments unless such
      amendment,


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      modification or waiver shall have been consented to by the holders of at
      least a majority of the Revolving Loan Commitments;

                  (g)   amend, modify or waive the provisions of clause (a)(i),
      (c), (d), (e) or (f) of Section 3.1.1 or clause (b) of Section 3.1.2
      although the Required Lenders may waive in whole or in part, any
      prepayment or repayment pursuant to clause (a)(i), (d), (e) or (f) of
      Section 3.1.1 so long as the application, as amongst the various Tranches,
      of any such prepayment or repayment which is still required to be made is
      not altered), unless such amendment, modification or waiver shall have
      been consented to by the holders of at least a majority of the aggregate
      amount of Loans outstanding under the Tranche or Tranches adversely
      affected by such modification (it being agreed that, in the event
      consented to by the Required Lenders, any increase in a Commitment Amount
      or the inclusion of another commitment to extend credit under this
      Agreement shall not be deemed for purposes of this clause (g) to
      constitute a modification that would adversely affect a Tranche);

                  (h)   change any of the terms of Section 2.3.2 without the
      consent of the Swing Line Lender;

                  (i)   change any of the terms of Section 2.6 without the
      consent of the Issuer;

                  (j)   amend, waive or modify any provision of Article XI as it
      applies to the Administrative Agent or any other provision in any manner
      that affects adversely the interests, rights or obligations of the
      Administrative Agent (in its capacity as the Administrative Agent) or the
      Issuer, unless consented to by the Administrative Agent or the Issuer, as
      the case may be; or

                  (k)   amend, modify or waive the definition of "Percentage",
      "RL Percentage" or "Term A Percentage" without the consent of each Lender
      affected thereby (it being understood that with the consent of the
      Required Lenders (or in the case of loans pursuant to Section 2.8, those
      lenders making such loans), the definition of "Percentage" and this clause
      (k) may be amended to reflect additional extensions of credit pursuant to
      this Agreement (including, without limitation, any new or additional
      Tranche) on substantially the same basis as RL Percentage and Term A
      Percentage are included therein on the date hereof).

No failure or delay on the part of the Administrative Agent, the Issuer or any
Lender in exercising any power or right under any Loan Document shall operate as
a waiver thereof, nor shall any single or partial exercise of any such power or
right preclude any other or further exercise thereof or the exercise of any
other power or right. No notice to or demand on any Obligor in any case shall
entitle it to any notice or demand in similar or other circumstances. No waiver
or approval by the Administrative Agent, the Issuer or any Lender under any Loan
Document shall, except as may be otherwise stated in such waiver or approval, be
applicable to subsequent transactions. No waiver or approval hereunder shall
require any similar or dissimilar waiver or approval thereafter to be granted
hereunder.


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<PAGE>   110
      For purposes of this Section 10.1, the Administrative Agent shall have
primary responsibility, together with the Borrower, in the negotiation,
preparation and documentation relating to any amendment, modification or waiver
under this Agreement, any other Loan Document or any other agreement or document
related hereto or thereto contemplated pursuant to this Section.


            X.1.2 Replacement of Non-Consenting Lenders. If, in connection with
any proposed amendment, modification or waiver to any of the provisions of this
Agreement as contemplated by clauses (a) through (g), inclusive, of the first
proviso to Section 10.1.1, the consent of the Required Lenders is obtained but
the consent of one or more of such other Lenders whose consent is required is
not obtained, then the Borrower shall have the right, so long as all
non-consenting Lenders whose individual consent is required are treated as
described in either clauses (A) or (B) below, to either (A) replace each such
non-consenting Lender or Lenders (or, at the option of the Borrower if the
respective Lender's consent is required with respect to less than all Loans, to
replace only the respective Loans of the respective non-consenting Lender which
gave rise to the need to obtain such Lender's individual consent) with one or
more financial institutions or other Persons (each a "Consenting Lender")
pursuant to this Section 10.1.2 so long as at the time of such replacement, each
such Consenting Lender consents to the proposed amendment, modification, or
waiver or (B) terminate such non-consenting Lender's Revolving Loan Commitment
and repay all outstanding Loans of such Lender which gave rise to the need to
obtain such Lender's consent, in accordance with Section 2.2.1(b) and/or
3.1.1(h); provided that, unless the Revolving Loan Commitment terminated and
Loans repaid pursuant to the preceding clause (B) are immediately replaced in
full at such time through the addition of new Lenders or the increase of the
Commitments and/or outstanding Loans of existing Lenders (who in each case must
specifically consent thereto), then in the case of any action pursuant to
preceding clause (B) the Required Lenders (determined before giving effect to
the proposed action) shall specifically consent thereto, provided, further, that
in any event Borrower shall not have the right to replace a Lender, terminate
its Revolving Loan Commitment or repay its Loans solely as a result of the
exercise of such Lender's rights (and the withholding of any required consent by
such Lender) contemplated by the first proviso to this Section 10.1.2. At the
time of any replacement pursuant to this Section 10.1.2, the Consenting Lender
shall enter into one or more assignment agreements, in form and substance
reasonably satisfactory to the Administrative Agent, pursuant to which the
Consenting Lender shall acquire all of the Commitments and outstanding Loans of,
and participation in Letters of Credit and Swing Line Loans by, the
non-consenting Lender and (ii) all obligations of the Borrower owing to the
non-consenting Lender (including, without limitation, such increased costs and
excluding those specifically described in clause (i) above in respect of which
the assignment purchase price has been, or is concurrently being paid) shall be
paid in full to such non-consenting Lender concurrently with such replacement.
Upon the execution of the respective assignment documentation, the payment of
amounts referred to in clauses (i) and (ii) above and, if so requested by the
Consenting Lender, delivery to the Consenting Lender of the appropriate Note or
Notes executed by the Borrower, the Consenting Lender shall become a Lender
hereunder and the non-consenting Lender shall cease to constitute a Lender
hereunder, except with respect to indemnification provisions under this
Agreement, which shall survive as to such non-consenting Lender. Notwithstanding
anything to the contrary contained above, no Lender that acts as an Issuer may
be replaced hereunder at any time which it has Letters of Credit outstanding
hereunder unless arrangements reasonably satisfactory to such Issuer (including
the furnishing of


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a standby letter of credit in form and substance, and issued by an issuer
reasonably satisfactory to such Issuer or the Cash Collateralizing of Letter of
Credit Outstandings in amounts and pursuant to arrangements reasonably
satisfactory to such Issuer) have been made with respect to such outstanding
Letters of Credit.

      Section X.2 Notices; Time. All notices and other communications provided
under each Loan Document shall be in writing (including by facsimile) and
addressed, delivered or transmitted, if to the Administrative Agent, the
Borrower, at its address or facsimile number set forth below its signature in
this Agreement, and if to a Lender or the Issuer to the applicable Person at its
address or facsimile number set forth below its signature in this Agreement or
set forth in the Lender Assignment Agreement pursuant to which it became a
Lender hereunder, or at such other address or facsimile number as may be
designated by any such party in a notice to the other parties. Any notice, if
mailed and properly addressed with postage prepaid or if properly addressed and
sent by pre-paid courier service, shall be deemed given when received; any
notice, if transmitted by facsimile, shall be deemed given when the confirmation
of transmission thereof is received by the transmitter. Unless otherwise
indicated, all references to the time of a day in a Loan Document shall refer to
New York City time.

      Section X.3 Payment of Costs and Expenses. The Borrower agrees to pay on
demand all reasonable expenses of the Administrative Agent (including the fees
and reasonable out-of-pocket expenses of Winston & Strawn, counsel to the
Administrative Agent, and of local counsel, if any, who may be retained by or on
behalf of the Administrative Agent) in connection with

                  (a)   the negotiation, preparation, execution and delivery and
      ongoing administration of each Loan Document, including schedules and
      exhibits, the syndication of the Loans and any amendments, waivers,
      consents, supplements or other modifications to any Loan Document as may
      from time to time hereafter be required, whether or not the transactions
      contemplated hereby are consummated;

                  (b)   the filing or recording of any Loan Document (including
      the Filing Statements) and all amendments, supplements, amendment and
      restatements and other modifications to any thereof, searches made
      following the Closing Date in jurisdictions where Filing Statements (or
      other documents evidencing Liens in favor of the Secured Parties) have
      been recorded and any and all other documents or instruments of further
      assurance required to be filed or recorded by the terms of any Loan
      Document; and

                  (c)   the preparation and review of the form of any document
      or instrument relevant to any Loan Document.
The Borrower further agrees to pay, and to save each Secured Party harmless from
all liability for, any stamp or other taxes which may be payable in connection
with the execution or delivery of each Loan Document, the Credit Extensions or
the issuance of the Notes. The Borrower also agrees to reimburse each Secured
Party upon demand for all reasonable out-of-pocket expenses (including
reasonable attorneys' fees and legal expenses of counsel to each Secured Party)
incurred by such Secured Party in connection with the enforcement of any Loan
Obligations.


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      Section X.4 Indemnification. In consideration of the execution and
delivery of this Agreement by each Secured Party, the Borrower hereby
indemnifies, exonerates and holds each Secured Party and each of their
respective officers, directors, employees and agents (collectively, the
"Indemnified Parties") free and harmless from and against any and all actions,
causes of action, suits, losses, costs, liabilities and damages, and expenses
incurred in connection therewith (irrespective of whether any such Indemnified
Party is a party to the action for which indemnification hereunder is sought),
including reasonable attorneys' fees and disbursements, whether incurred in
connection with actions between or among the parties hereto or the parties
hereto and third parties (collectively, the "Indemnified Liabilities"), incurred
by the Indemnified Parties or any of them as a result of, or arising out of, or
relating to

                  (a)   any transaction financed or to be financed in whole or
      in part, directly or indirectly, with the proceeds of any Credit
      Extension, including all Indemnified Liabilities arising in connection
      with the Transactions;

                  (b)   the entering into and performance of any Loan Document
      by any of the Indemnified Parties (including any action brought by or on
      behalf of the Borrower as the result of any determination by the Required
      Lenders pursuant to Article V not to fund any Credit Extension, provided
      that any such action is resolved pursuant to a final judgment in a court
      of competent jurisdiction in favor of such Indemnified Party);

                  (c)   any investigation, litigation or proceeding related to
      any acquisition or proposed acquisition by any Obligor or any Subsidiary
      thereof of all or any portion of the Capital Stock or assets of any
      Person, whether or not an Indemnified Party is party thereto;

                  (d)   any investigation, litigation or proceeding related to
      any environmental cleanup, audit, compliance or other matter relating to
      the protection of the environment arising from the Release or threatened
      Release by any Obligor or any Subsidiary thereof of any Hazardous
      Material;

                  (e)   any investigation, claim, litigation, or proceeding
      related to personal injury arising from exposure or alleged exposure to
      Hazardous Materials handled by the Borrower or any of its Subsidiaries;

                  (f)   the presence on or under, or the escape, seepage,
      leakage, spillage, discharge, emission, discharging or releases from, any
      real property owned or operated by any Obligor or any Subsidiary thereof
      of any Hazardous Material (including any losses, liabilities, damages,
      injuries, costs, expenses or claims asserted or arising under any
      Environmental Law), regardless of whether caused by, or within the control
      of, such Obligor or Subsidiary; or

                  (g)   each Lender's Environmental Liability (the
      indemnification herein shall survive repayment of the Obligations and any
      transfer of the property of any Obligor or its Subsidiaries by foreclosure
      or by a deed in lieu of foreclosure for any Lender's Environmental
      Liability, regardless of whether caused by, or within the control of, such
      Obligor or such Subsidiary);


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except for Indemnified Liabilities arising for the account of a particular
Indemnified Party by reason of such Indemnified Party's gross negligence or
willful misconduct as determined by a court of competent jurisdiction in a final
proceeding. Each Obligor and its successors and assigns hereby waive, release
and agree not to make any claim or bring any cost recovery action against any
Indemnified Party under CERCLA or any state equivalent, or any similar law now
existing or hereafter enacted, with respect to any liabilities subject to
indemnification under this Section 10.4. It is expressly understood and agreed
that to the extent that any Indemnified Party is strictly liable under any
Environmental Laws, each Obligor's obligation to such Indemnified Party under
this indemnity shall likewise be without regard to fault on the part of any
Obligor with respect to the violation or condition which results in liability of
an Indemnified Party. If and to the extent that the foregoing undertaking may be
unenforceable for any reason, each Obligor agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.


      Section X.5 Survival. The obligations of the Borrower under Sections 4.3,
4.4, 4.5, 4.6, 10.3 and 10.4 and the obligations of the Lenders under Section
10.1, shall in each case survive any assignment from one Lender to another (in
the case of Sections 10.3 and 10.4) and the occurrence of the Termination Date.
The representations and warranties made by each Obligor in each Loan Document
shall survive the execution and delivery of such Loan Document.

      Section X.6 Severability. Any provision of any Loan Document which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of such Loan
Document or affecting the validity or enforceability of such provision in any
other jurisdiction.

      Section X.7 Headings. The various headings of each Loan Document are
inserted for convenience only and shall not affect the meaning or interpretation
of such Loan Document or any provisions thereof.

      Section X.8 Execution in Counterparts. This Agreement may be executed by
the parties hereto in several counterparts, each of which shall be an original
and all of which shall constitute together but one and the same agreement.

      Section X.9 Governing Law; Entire Agreement. EACH LOAN DOCUMENT (OTHER
THAN THE LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW AND EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING
FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK). EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO LAWS OR RULES ARE DESIGNATED, THE INTERNATIONAL STANDBY
PRACTICES (ISP98--INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 590 (THE
"ISP RULES"))


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AND, AS TO MATTERS NOT GOVERNED BY THE ISP RULES, THE LAWS OF THE STATE OF NEW
YORK. The Loan Documents constitute the entire understanding among the parties
hereto with respect to the subject matter thereof and supersede any prior
agreements, written or oral, with respect thereto.

      Section X.10 Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that the Borrower may not assign or
transfer its rights or obligations hereunder without the consent of all of the
Lenders.

      Section X.11 Sale and Transfer of Credit Extensions; Participations in
Credit Extensions Notes. Each Lender may assign, or sell participations in, its
Loans, Letters of Credit and Commitments to one or more other Persons in
accordance with this the terms set forth below.

            X.11.1 Assignments. Any Lender (an "Assignor Lender"),

                  (a)   (i) with the written consents of the Borrower, the
      Administrative Agent and (in the case of any assignment of Revolving Loan
      Commitments and related participations in Letters of Credit and Letter of
      Credit Outstandings) the Issuer (which consents (A) shall not be
      unreasonably delayed or withheld, (B) of the Borrower shall not be
      required in connection with assignments made by the Administrative Agent
      during the Syndication Period, between two Lenders or upon the occurrence
      and during the continuance of any Event of Default and (C) of the
      Administrative Agent and the Issuer shall not be required in the case of
      any assignment made by or to Bankers Trust or any of its Affiliates) and
      (ii) with notice to, and the acknowledgment of, the Administrative Agent,
      may at any time assign and delegate to one or more commercial banks, funds
      that are regularly engaged in making, purchasing or investing in loans or
      securities, or other financial institutions, and

                  (b)   with notice to the Borrower, the Administrative Agent,
      and (in the case of any assignment of Revolving Loan Commitments and
      related participations in Letters of Credit and Letter of Credit
      Outstandings) the Issuer, but without the consent of the Borrower, the
      Administrative Agent or the Issuer, may assign and delegate to any of its
      Affiliates or Related Funds or to any other Lender or any Affiliate or
      Related Fund of any other Lender

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "Assignee Lender"), all or any fraction of such Assignor Lender's Loans
and Commitments (and, in the case of any assignment of Revolving Loan
Commitments, related participations in Letters of Credit, Letter of Credit
Outstandings and Swing Line Loans) (which assignment and delegation shall be, as
among Revolving Loan Commitments, Revolving Loans and participations in Letters
of Credit, Letter of Credit Outstandings and Swing Line Loans, of a constant,
and not a varying, percentage) is in a minimum aggregate amount of the lesser of
(i) $5,000,000 (provided that (1) assignments that are made on the same day to
funds that (x) invest in commercial loans and (y) are managed or advised by the
same investment advisor or any Affiliate of such investment advisor may be
treated as a single assignment for purposes of the minimum amount and (2) no
minimum amount shall be required in the case of any assignment between two
Lenders so long


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as the Assignor Lender has an aggregate amount of Loans and Commitments of at
least $2,000,000 following such assignment) unless the Borrower and the
Administrative Agent otherwise consent or (ii) the then remaining amount of such
Assignor Lender's Loans and Commitments; provided, however, that any such
Assignee Lender will comply, if applicable, with the provisions contained in
Section 4.6 and each Obligor, the Administrative Agent shall be entitled to
continue to deal solely and directly with such Assignor Lender in connection
with the interests so assigned and delegated to an Assignee Lender until

            (A)   written notice of such assignment and delegation, together
            with payment instructions, addresses and related information with
            respect to such Assignee Lender, shall have been given to the
            Borrower and the Administrative Agent by such Assignor Lender and
            such Assignee Lender;

            (B)   such Assignee Lender shall have executed and delivered to the
            Borrower and the Administrative Agent a Lender Assignment Agreement,
            accepted by the Administrative Agent;

            (C)   the processing fees described below shall have been paid; and

            (D)   the Administrative Agent shall have registered such assignment
            and delegation in the Register pursuant to clause (b) of Section
            2.7.

From and after the date that the Administrative Agent accept such Lender
Assignment Agreement and such assignment and delegation is registered pursuant
to clause (b) of Section 2.7, (x) the Assignee Lender thereunder shall be deemed
automatically to have become a party hereto and to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee Lender
in connection with such Lender Assignment Agreement, shall have the rights and
obligations of a Lender hereunder and under the other Loan Documents, and (y)
the Assignor Lender, to the extent that rights and obligations hereunder have
been assigned and delegated by it in connection with such Lender Assignment
Agreement, shall be released from its obligations hereunder and under the other
Loan Documents. Any Assignor Lender that shall have previously requested and
received any Note or Notes in respect of any Tranche to which any such
assignment applies shall, upon the acceptance by the Administrative Agent of the
applicable Lender Assignment Agreement, mark such Note or Notes "exchanged" and
deliver them to the Borrower (against, if the Assignor Lender has retained Loans
or Commitments with respect to the applicable Tranche and has requested
replacement Notes pursuant to clause (b)(ii) of Section 2.7, its receipt from
the Borrower of replacement Notes in the principal amount of the Loans and
Commitments of the applicable Tranche retained by it). Such Assignor Lender or
such Assignee Lender (unless the Assignor Lender or the Assignee Lender is
Bankers Trust or one of its Affiliates) must also pay a processing fee to the
Administrative Agent upon delivery of any Lender Assignment Agreement in the
amount of $3,500, unless such assignment and delegation is by a Lender to its
Affiliate or Related Fund or if such assignment and delegation is by a Lender to
a Federal Reserve Bank, as provided below or the Administrative Agent otherwise
agrees in writing. Any attempted assignment and delegation not made in
accordance with this Section 10.11.1 shall be null and void. Nothing contained
in this Section 10.11.1 shall prevent or prohibit any Lender from pledging its
rights (but not its obligations to make Loans or participate in Letters of
Credit, Letter of Credit Outstandings or Swing Line Loans) under this Agreement
and/or its Loans hereunder to a Federal Reserve Bank in support of borrowings
made by such


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Lender from such Federal Reserve Bank and any Lender that is a fund that invests
in bank loans may pledge all or any portion of its rights (but not its
obligations to make Loans or participate in Letters of Credit or Letter of
Credit Outstandings) hereunder to any trustee or any other representative of
holders of obligations owed or securities issued by such fund as security for
such obligations or securities. In the event that S&P, Moody's or Thompson's
BankWatch (or Insurance Watch Ratings Service, in the case of Lenders that are
insurance companies (or Best's Insurance Reports, if such insurance company is
not rated by Insurance Watch Ratings Service)) shall, after the date that any
Lender with a Commitment to make Revolving Loans or participate in Letters of
Credit, Letter of Credit Outstandings or Swing Line Loans becomes a Lender,
downgrade the long-term certificate of deposit rating or long-term senior
unsecured debt rating of such Lender, and the resulting rating shall be below
BBB-, Baa3 or C (or BB, in the case of Lender that is an insurance company (or
B, in the case of an insurance company not rated by InsuranceWatch Ratings
Service)) respectively, then the Issuer or the Borrower shall have the right,
but not the obligation, upon notice to such Lender and the Administrative Agent,
to replace such Lender with an Assignee Lender in accordance with and subject to
the restrictions contained in this Section, and such Lender hereby agrees to
transfer and assign without recourse (in accordance with and subject to the
restrictions contained in this Section) all its interests, rights and
obligations in respect of its Revolving Loan Commitment under this Agreement to
such Assignee Lender; provided, however, that (i) no such assignment shall
conflict with any law, regulation or order of any governmental authority and
(ii) such Assignee Lender shall pay to such Lender in immediately available
funds on the date of such assignment the principal of and interest and fees (if
any) accrued to the date of payment on the Loans made, and Letters of Credit
participated in, by such Lender hereunder and all other amounts accrued for such
Lender's account or owed to it hereunder.


            X.11.2 Participations. Any Lender may sell to one or more commercial
banks or other Persons (each of such commercial banks and other Persons being
herein called a "Participant") participating interests in any of the Loans,
Commitments, or other interests of such Lender hereunder; provided, however,
that

                  (a)   no participation contemplated in this Section shall
      relieve such Lender from its Commitments or its other obligations under
      any Loan Document;

                  (b)   such Lender shall remain solely responsible for the
      performance of its Commitments and such other obligations;

                  (c)   each Obligor and the Administrative Agent shall continue
      to deal solely and directly with such Lender in connection with such
      Lender's rights and obligations under each Loan Document;

                  (d)   no Participant, unless such Participant is an Affiliate
      of such Lender or is itself a Lender, shall be entitled to require such
      Lender to take or refrain from taking any action under any Loan Document,
      except that such Lender may agree with any Participant that such Lender
      will not, without such Participant's consent, take any actions of the type
      described in clauses (a), (b) or (c) of Section 10.1 with respect to Loan
      Obligations participated in by such Participant; and


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                  (e)   the Borrower shall not be required to pay any amount
      under this Agreement that is greater than the amount which it would have
      been required to pay had no participating interest been sold.

The Borrower acknowledges and agrees that each Participant, for purposes of
Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 7.1.1, 10.3 and 10.4, shall be considered
a Lender. Each Participant shall only be indemnified for increased costs and
taxes pursuant to Section 4.3, 4.5 or 4.6 if and to the extent that the Lender
which sold such participating interest to such Participant concurrently is
entitled to make, and does make, a claim on the Borrower for such increased
costs. Any Lender that sells a participating interest in any Loan, Commitment or
other interest to a Participant under this Section shall indemnify and hold
harmless the Borrower and the Administrative Agent from and against any taxes,
penalties, interest or other costs or losses (including reasonable attorneys'
fees and expenses) incurred or payable by the Borrower or the Administrative
Agent as a result of the failure of the Borrower or the Administrative Agent to
comply with its obligations to deduct or withhold any Taxes from any payments
made pursuant to this Agreement to such Lender or the Administrative Agent, as
the case may be, which Taxes would not have been incurred or payable if such
Participant had been a Non-Domestic Lender that was entitled to deliver to the
Borrower, the Administrative Agent or such Lender, and did in fact so deliver, a
duly completed and valid Form W-8BEN or W-8ECI (or applicable successor form)
entitling such Participant to receive payments under this Agreement without
deduction or withholding of any United States federal taxes.

      Each Lender shall, as agent of the Borrower solely for the purpose of this
Section, record in book entries maintained by such Lender the name and the
amount of the participating interest of each Participant entitled to receive
payments in respect of any participating interests sold pursuant to this
Section.


      Section X.12 Other Transactions. Nothing contained herein shall preclude
the Administrative Agent, the Issuer or any other Lender from engaging in any
transaction, in addition to those contemplated by the Loan Documents, with the
Borrower or any of its Affiliates in which the Borrower or such Affiliate is not
restricted hereby from engaging with any other Person.

      Section X.13 Independence of Covenants. All covenants contained in this
Agreement and each other Loan Document shall be given independent effect such
that, in the event a particular action or condition is not permitted by any of
such covenants, the fact that it would be permitted by an exception to, or be
otherwise within the limitations of, another covenant shall not, unless
expressly so provided in such first covenant, avoid the occurrence of a Default
or an Event of Default if such action is taken or such condition exists.

      Section X.14 Confidentiality. Each of the Lenders severally agrees to keep
confidential all information pertaining to the Borrower and its Subsidiaries
furnished in connection with this Agreement which is provided to it by any such
parties or from any other Person to the extent such Lender receives such
information subject to an obligation of confidentiality or has actual knowledge
that such information is subject to an obligation of confidentiality in
accordance with such Lender's customary procedures for handling confidential
information of this nature and in a prudent fashion, and shall not disclose such
information to any Person except (i) to the extent such information is public
when received by such Lender or becomes public thereafter due to the


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act or omission of any party other than a Lender, (ii) to an Affiliate of such
Lender (subject to the confidentiality provisions provided herein), counsel,
auditors, examiners of any regulatory authority having jurisdiction over such
Lender, accountants and other consultants retained by the Administrative Agent
or any Lender, (iii) in connection with any litigation regarding this Agreement
or any Loan Document or the enforcement of the rights of any Lender or the
Administrative Agent under this Agreement or any other Loan Document, (iv) to
the extent required by any applicable statute, rule or regulation or court order
(including , without limitation, by way of subpoena) or pursuant to the request
of any Governmental Authority having jurisdiction over any Lender or the
Administrative Agent; provided, however, that in such event, if the Lender(s)
are able to do so, the Lender shall provide the Borrower with prompt notice of
such requested disclosure so that the Borrower may seek a protective order or
other appropriate remedy, and, in any event, the Lenders will endeavor in good
faith to provide only that portion of such information which, in the reasonable
judgment of the Lender(s), is relevant and legally required to be provided, or
(v) to the extent disclosure to other entities is appropriate in connection with
any proposed or actual assignment or grant of a participation by any of the
Lenders of interests in this Agreement and/or any of the other Loan Documents to
such other financial institutions (subject to the confidentiality provisions
provided herein). In no event shall the Administrative Agent or any Lender be
obligated or required to return any such information or other materials
furnished by the Borrower.

      Section X.15 Forum Selection and Consent to Jurisdiction. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUER OR
THE BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED
IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE BORROWER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES
SPECIFIED IN SECTION 10.2. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER, AS THE CASE
MAY BE, HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT
OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR
TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF
OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT


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PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS LOAN OBLIGATIONS UNDER THE LOAN
DOCUMENTS.

      Section X.16 Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, EACH LENDER,
THE ISSUER AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR
IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF SUCH AGENT, SUCH
LENDER, THE ISSUER OR THE BORROWER IN CONNECTION THEREWITH. THE BORROWER
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO
WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH
AGENT, EACH LENDER AND THE ISSUER ENTERING INTO THE LOAN DOCUMENTS.


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