Exhibit 10.1
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                                CREDIT AGREEMENT

                         Dated as of February 14, 2003,

                                      Among

                        GRAHAM PACKAGING HOLDINGS COMPANY

                         GRAHAM PACKAGING COMPANY, L.P.,

                              GPC CAPITAL CORP. I,

                            THE LENDERS NAMED HEREIN,

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                            as Administrative Agent,


                           SALOMON SMITH BARNEY INC.,
                              as Syndication Agent,


                       LASALLE BANK NATIONAL ASSOCIATION,
                             as Documentation Agent


                                       and


                         DEUTSCHE BANK SECURITIES INC.,
                              as Sole Lead Arranger
                                       and
                                Sole Book Runner





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     CREDIT AGREEMENT dated as of February 14, 2003, among GRAHAM PACKAGING
HOLDINGS COMPANY, a Pennsylvania limited partnership ("Holdings"), GRAHAM
PACKAGING COMPANY, L.P., a Delaware limited partnership (the "Borrower"), GPC
CAPITAL CORP. I, a Delaware corporation (the "Co-Borrower"), the Lenders party
hereto from time to time, SALOMON SMITH BARNEY INC., as syndication agent (in
such capacity, the "Syndication Agent"), LASALLE BANK NATIONAL ASSOCIATION, as
documentation agent (in such capacity, the "Documentation Agent"), DEUTSCHE BANK
TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the
"Administrative Agent") and as collateral agent (in such capacity, the
"Collateral Agent") for the Lenders, and DEUTSCHE BANK SECURITIES INC., as sole
lead arranger and sole book runner (in such capacity, the "Sole Lead Arranger").

     Holdings, the Borrower and the Co-Borrower intend to refinance (the
"Refinancing") all of the Borrower's outstanding indebtedness under the
Borrower's Existing Credit Agreement (such term and each other capitalized term
used but not defined herein having the meaning given to it in Article I) (the
Refinancing, together with the transactions contemplated by the Loan Documents,
are collectively referred to as the "Transaction").

     The Borrower has requested the Lenders to extend credit, subject to the
terms and conditions herein, in the form of (a) Tranche I Term Loans on the
Closing Date, in an aggregate principal amount not in excess of $570,000,000,
(b) Tranche II Term Loans on the Closing Date, in an aggregate principal amount
not in excess of $100,000,000, (c) Revolving Loans and Swingline Loans at any
time and from time to time prior to the Revolving Credit Maturity Date, in an
aggregate principal amount at any time outstanding not in excess of the
difference between (i) $150,000,000 and (ii) the Revolving L/C Exposure at such
time and (d) Letters of Credit, at any time and from time to time prior to the
Revolving Credit Maturity Date, in an aggregate stated amount at any time
outstanding not in excess of $50,000,000.

     The proceeds of the Term Loans and up to $45,000,000 of Revolving Loans,
will be used on the Closing Date, (i) to effect the Refinancing, (ii) to pay
related fees, expenses and other transaction costs and (iii) for other general
corporate purposes. The proceeds of Revolving Loans (except as described above)
will be used for general corporate purposes. The Letters of Credit and Swingline
Loans will be used for general corporate purposes.

     The Lenders are willing to extend such credit to the Borrower and each
Fronting Bank is willing to issue Letters of Credit for the account of the
Borrower, in each case on the terms and subject to the conditions set forth
herein. Accordingly, the parties hereto agree as follows:


                                   ARTICLE I

                                  DEFINITIONS

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

     "ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.
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     "ABR Loan" shall mean any ABR Term Loan, ABR Revolving Loan, or Swingline
Loan.

     "ABR Margin" shall mean for Term Loans, Revolving Loans and Swingline
Loans, the rate per annum set forth under the relevant column heading opposite
such Loans as set forth on Schedule A hereto.

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

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

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

     "Additional Mortgage" shall have the meaning provided in Section 5.11(b).

     "Additional Mortgaged Property" shall have the meaning provided in Section
5.11(b).

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

     "Administrative Agent" shall have the meaning given such term in the
introductory paragraph of this Agreement.

     "Administrative Agent Fees" shall have the meaning given such term in
Section 2.05(c).

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

     "Agents" shall mean each of the Administrative Agent, Syndication Agent,
the Sole Lead Arranger and the Collateral Agent.

     "Aggregate Revolving Credit Exposure" shall mean the aggregate amount of
the Lenders' Revolving Credit Exposures.

     "Agreement" shall mean this Credit Agreement, as the same may be amended,
restated, supplemented or otherwise modified from time to time.

     "Alternate Base Rate" shall mean, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. If for any reason the


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Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Federal
Funds Effective Rate, including the failure of the Federal Reserve Bank of New
York to publish rates or the inability of the Administrative Agent to obtain
quotations in accordance with the terms thereof, the Alternate Base Rate shall
be determined without regard to clause (b) of the preceding sentence until the
circumstances giving rise to such inability no longer exist. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective on the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

     "Applicable Percentage" of any Revolving Credit Lender at any time shall
mean the percentage of the Total Revolving Credit Commitment represented by such
Lender's Revolving Credit Commitment. In the event the Revolving Credit
Commitments shall have expired or been terminated, the Applicable Percentages
shall be determined on the basis of the Revolving Credit Commitments most
recently in effect, but giving effect to any assignments pursuant to Section
9.04.

     "Asset Disposition" shall mean any sale, transfer or other disposition by
Holdings, the Borrower or any of their respective Subsidiaries to any person
other than the Borrower or any Subsidiary Guarantor of any asset, the Net
Proceeds from which exceed $10,000,000.

     "Assignment and Acceptance" shall mean an assignment and acceptance entered
into by a Lender and an assignee, and accepted by the Administrative Agent and
the Borrower, in the form of Exhibit A or such other form as shall be approved
by the Administrative Agent.

     "Available Investment Basket Amount" shall mean, on any date of
determination, an amount equal to (i) the Cumulative Retained Excess Cash Flow
Amount on such date (after giving effect to all prior and contemporaneous
reductions thereto), plus (ii) the Cumulative Retained Net Proceeds Amount on
such date, plus (iii) the amount of funds theretofore received after the Closing
Date which, if not spent as described in the parenthetical below in this clause
(iii), would have constituted Net Proceeds under clause (a) of the definition
thereof (but which will not constitute such Net Proceeds pursuant to the first
proviso to said clause (a) as a result of the use of such funds to make payments
in connection with investments pursuant to Sections 6.04(k) and (l)), minus (iv)
any amounts used to make investments pursuant to clause (x) of the proviso to
Section 6.04(j), clause (x) of the proviso to Section 6.04(k) and/or clause (x)
of the proviso to Section 6.04(n) after the Closing Date and on or prior to such
date, and minus (v) any amounts used to make Permitted Business Acquisitions
after the Closing Date and on or prior to such date pursuant to clause (z) of
the proviso to the definition of Permitted Business Acquisition Amount.

     "BMP/Graham Holdings" shall mean BMP/Graham Holdings Corporation, a
Delaware corporation.

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

     "Borrower" shall have the meaning given such term in the introductory
paragraph of this Agreement.

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     "Borrower Partners" shall mean, at any time, each person which is a partner
of the Borrower from time to time pursuant to and in accordance with the terms
of the partnership agreement in respect of the Borrower.

     "Borrowing" shall mean a group of Loans of a single Type under a single
Tranche of Loans and made on a single date and, in the case of Eurodollar Loans,
as to which a single Interest Period is in effect.

     "Borrowing Request" shall mean a request by the Borrower in accordance with
the terms of Section 2.03 and substantially in the form of Exhibit B.

     "Business Day" shall mean any day other than a Saturday, Sunday or day on
which banks in New York City are authorized or required by law to close;
provided, however, that when used in connection with a Eurodollar Loan, the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in Dollar deposits in the London interbank market.

     "CapCo II" shall mean GPC Capital Corp. II, a Delaware corporation.

     "Capital Expenditures" shall mean, for any person in respect of any period,
the aggregate of all expenditures incurred by such person during such period
that, in accordance with GAAP, are or should be included in "additions to
property, plant or equipment" or similar items reflected in the statement of
cash flows of such person (which shall in any event exclude investments made
pursuant to Section 6.04 (exclusive of clause (q) thereof)); provided, however,
that Capital Expenditures for the Borrower and its Subsidiaries shall not
include (a) expenditures to the extent they are made with the proceeds of the
issuance of Equity Interests (other than Designated Capital Contributions and
that portion (if any) of the proceeds of an initial public offering of the
common stock of Holdings that are utilized to (x) effect the Holdings Note
Refinancing, (y) repay up to $25,000,000 of outstanding Revolving Loans and/or
Swingline Loans (to the extent outstanding) or (z) repay Term Loans pursuant to
Section 2.12(c)) of Holdings after the Closing Date or with funds that would
have constituted Net Proceeds under clause (a) of the definition of the term
"Net Proceeds" (but which will not constitute Net Proceeds as a result of the
first two provisos to said clause (a)), (b) expenditures of proceeds of
insurance settlements, condemnation awards and other settlements in respect of
lost, destroyed, damaged or condemned assets, equipment or other property to the
extent such expenditures are made to replace or repair such lost, destroyed,
damaged or condemned assets, equipment or other property or otherwise to acquire
assets or properties useful in the business of the Borrower and the Subsidiaries
within 12 months of receipt of such proceeds, (c) interest capitalized during
such period, (d) expenditures that are accounted for as capital expenditures of
such person and that actually are paid for by a third party (excluding Holdings
or any Subsidiary thereof) and for which neither Holdings nor any Subsidiary
thereof has provided or is required to provide or incur, directly or indirectly,
any consideration or obligation to such third party or any other person (whether
before, during or after such period) or (e) the book value of any asset owned by
such person prior to or during such period to the extent that such book value is
included as a capital expenditure during such period as a result of such person
reusing or beginning to reuse such asset during such period without a
corresponding expenditure actually having been made in such period, provided
that any expenditure necessary in order to permit such asset to be reused shall


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be included as a Capital Expenditure during the period that such expenditure
actually is made and such book value shall have been included in Capital
Expenditures when such asset was originally acquired.

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

     "Cash Interest Expense" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis for any period, Interest Expense for such
period (but in any event excluding interest expense of Holdings and CapCo II
with respect to the Holdings Discount Notes), less the sum of (a) pay-in-kind
Interest Expense, (b) to the extent included in Interest Expense, the
amortization of any financing fees paid by, or on behalf of, the Borrower or any
of its Subsidiaries, including such fees paid in connection with the Transaction
(including any such fees paid by Holdings from the proceeds of distributions
from the Borrower), (c) the amortization of debt discounts, if any, or fees in
respect of Interest Rate Protection Agreements and (d) gross interest income of
the Borrower and its Subsidiaries for such period.

     "CERCLA" shall have the meaning given such term in the definition of the
term "Environmental Law".

     "Change in Control" shall be deemed to have occurred if, subsequent to the
Closing Date (i) prior to the IPO Reorganization (a) Holdings should fail to own
directly, beneficially and of record (except that 1% may be owned indirectly
through Opco GP), free and clear of any and all Liens (other than Liens in favor
of the Collateral Agent pursuant to the Pledge Agreement), 100% of the issued
and outstanding Equity Interests of the Borrower; (b) Holdings should fail to
own directly, beneficially and of record, free and clear of any and all Liens
(other than liens in favor of the Collateral Agent pursuant to the Pledge
Agreement), 100% of the issued and outstanding Equity Interests of Opco GP; (c)
the Designated Persons shall cease to be able to elect or designate the managing
general partner of Holdings; (d) the Designated Persons or any combination of
Designated Persons shall cease to own beneficially, directly or indirectly,
aggregate Equity Interests representing at least 51% of the ordinary voting
power represented by the issued and outstanding Equity Interests of the managing
general partner of Holdings; or (e) the Designated Persons or any combination of
Designated Persons shall cease to own beneficially, directly or indirectly, the
aggregate Equity Interests representing at least 51% of the aggregate common
economic interests represented by the issued and outstanding Equity Interests of
Holdings; (ii) from and after the IPO Reorganization (a) Holdings shall fail to
own directly, beneficially and of record (except that 1% may be owned indirectly
through Opco GP so long as Opco GP is a direct Wholly Owned Subsidiary of
Holdings), free and clear of any and all liens (other than Liens in favor of the
Collateral Agent pursuant to Pledge Agreement) 100% of the issued and
outstanding Equity Interests in the Borrower; or (b) any person or group (within
the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on
the date hereof), other than management of Holdings or the Borrower, shall own
beneficially, directly or indirectly, in the aggregate Equity Interests


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representing a greater percentage of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of Holdings than the
aggregate ordinary voting power at such time represented by the issued and
outstanding Equity Interests of Holdings owned beneficially, directly or
indirectly, by the Fund and Fund Affiliates (excluding, for this purpose, from
the definition of Fund Affiliates management of Holdings and the Borrower), or
(iii) a "Change in Control" shall occur under the Senior Subordinated Note
Indenture or the Holdings Discount Note Indenture or under any issue of
indebtedness refinancing (in whole or in part) the Senior Subordinated Notes,
the Holdings Discount Notes, the Tranche II Term Loans or any subsequent
refinancing thereof.

     "Charges" shall have the meaning provided in Section 9.09.

     "Closing Date" shall mean a single date (which shall in no event be later
than February 21, 2003) on which the initial Borrowing or issuance of a Letter
of Credit occurs hereunder.

     "Co-Borrower" shall have the meaning given such term in the introductory
paragraph of this Agreement.

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

     "Collateral" shall mean all the "Collateral" as defined in any Security
Document and shall also include the Mortgaged Properties.

     "Collateral Agent" shall have the meaning given such term in the
introductory paragraph of this Agreement.

     "Commercial Letter of Credit" shall mean a commercial documentary Letter of
Credit under which any Fronting Bank agrees to make payments in Dollars for the
account of the Borrower, on behalf of the Borrower or a Subsidiary of the
Borrower, in respect of obligations of the Borrower or such Subsidiary in
connection with the purchase of goods or services.

     "Commitment Fee" shall have the meaning given such term in Section 2.05(a).

     "Commitments" shall mean, with respect to any Lender, such Lender's
Revolving Credit Commitment, Term Commitments and Swingline Loan Commitment and,
with respect to any Fronting Bank, its Revolving L/C Commitment.

     "Consolidated Net Income" means, with respect to any person for any period,
the aggregate of the Net Income of such person and its Subsidiaries for such
period, on a consolidated basis; provided, however, that (i) any net after-tax
extraordinary gains or losses (less all fees and expenses relating thereto)
shall be excluded, (ii) any increase in the cost of sales or other incremental
expenses resulting from purchase accounting in relation to any acquisition, net
of taxes, shall be excluded, (iii) Consolidated Net Income for such period shall
not include the cumulative effect of a change in accounting principles during
such period, (iv) any net after-tax income (loss) from discontinued operations
and any net after-tax gains or losses on disposal of discontinued operations
shall be excluded, (v) any net after-tax gains or losses (less all fees and
expenses relating thereto) attributable to asset dispositions other than in the


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<PAGE>

ordinary course of business (as determined in good faith by Holdings or the
Borrower) shall be excluded, (vi) the Net Income for such period of any person
that is not a Subsidiary, or that is accounted for by the equity method of
accounting, shall be included only to the extent of the amount of dividends or
distributions or other payments paid in cash (or to the extent converted into
cash) to the referent person or a Subsidiary thereof in respect of such period,
(vii) the Net Income of any person acquired in a pooling of interests
transaction shall not be included for any period prior to the date of such
acquisition, (viii) the Net Income for such period of any Subsidiary shall be
excluded 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 (which has not
been obtained) or, directly or indirectly, by the operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule, or
governmental regulation applicable to that Subsidiary or its stockholders,
unless such restriction with respect to the payment of dividends or in similar
distributions has been legally waived and (ix) Consolidated Net Income for such
period shall be decreased by the amount of all payments made during such period
pursuant to Sections 6.06(c) and (e).

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

     "Credit Event" shall have the meaning given such term in Article IV.

     "Cumulative Retained Excess Cash Flow Amount" shall mean, at any date, an
amount, not less than zero, determined on cumulative basis equal to (x) the
amount of Excess Cash Flow for all Excess Cash Flow Periods ending after the
Closing Date which is not (and, in the case of any Excess Cash Flow Period where
the respective required date of prepayment has not yet occurred pursuant to
Section 2.12(d), will not on such date of required prepayment be) required to be
applied in accordance with Section 2.12(d) minus (y) the aggregate amount of
Capital Expenditures made on or prior to such date pursuant to Section
6.10(c)(ii).

     "Cumulative Retained Net Proceeds Amount" shall mean (x) the aggregate
amount of proceeds received after the Closing Date which would have constituted
Net Proceeds pursuant to clause (a) of the definition thereof except for the
operation of the second proviso to said clause (a), plus (y) at any time after
the first date upon which the Net Leverage Ratio is less than 3.50 to 1.00 (as
established pursuant to the certificate last delivered (or required to be
delivered) pursuant to Section 5.04(c)), that amount which, as of the date of
determination of the Cumulative Retained Net Proceeds Amount, equals the amount
which would have constituted Net Proceeds received after the Closing Date, but
which did not constitute Net Proceeds, because of (and to the extent of) the
operation of the last sentence of the definition of Net Proceeds contained
herein, minus (z) the aggregate amount of Capital Expenditures made on or prior
to such date pursuant to Section 6.10(c)(iii).

     "Cure Amount" shall have the meaning provided in Section 7.02.

     "Cure Right" shall have the meaning provided in Section 7.02.

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     "Current Assets" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis at any date of determination, all assets
(other than cash and Permitted Investments or other cash equivalents) that
would, in accordance with GAAP, be classified on a consolidated balance sheet of
the Borrower and its Subsidiaries as current assets at such date of
determination.

     "Current Liabilities" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis at any date of determination, all
liabilities that would, in accordance with GAAP, be classified on a consolidated
balance sheet of the Borrower, and its Subsidiaries as current liabilities at
such date of determination, other than (a) the current portion of long-term
debt, (b) accruals of Interest Expense (excluding Interest Expense that is due
and unpaid), (c) Revolving Loans or Swingline Loans classified as current, (d)
loans of Foreign Subsidiaries of the Borrower classified as current, (e)
accruals, if any, of transaction costs resulting from the Transaction, (f)
accruals of any costs or expenses related to severance or termination of
employees prior to the date hereof and (g) accruals for add-backs to EBITDA
included in clauses (e)-(i) of the definition thereof.

     "DBTCA" shall mean Deutsche Bank Trust Company Americas, in its individual
capacity, and any successor corporation thereto.

     "Debt Service" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis for any period, Cash Interest Expense for
such period plus scheduled principal amortization of Total Debt for such period
(whether or not such payments are made).

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

     "Defaulting Lender" shall mean any Lender with respect to which a Lender
Default is in effect.

     "Designated Capital Contributions" shall mean any common equity
contributions made after the Closing Date by the Designated Investors directly
or indirectly to Holdings (which equity contributions are, in turn, contributed
by Holdings to the Borrower) so long as all proceeds thereof are used by the
Borrower to make Capital Expenditures pursuant to Section 6.10(c)(i) and/or
acquisitions and investments pursuant to Sections 6.04(j), (k), (l) and (n);
provided that no Designated Capital Contribution may be used to repay
(temporarily or permanently) any Indebtedness of Holdings, the Borrower or any
of their respective Subsidiaries, whether pursuant to this Agreement or
otherwise (and, if so used, the respective equity contribution shall not
constitute a Designated Capital Contribution). For avoidance of doubt, it is
understood and agreed that in no event shall (x) any amounts contributed
pursuant to the exercise of Cure Rights pursuant to Section 7.02, (y) any
amounts constituting Special Capital Contributions or (z) any amounts received
from the issuance and sale of common equity of Holdings through one or more
registered public offerings thereof, be deemed to constitute (in whole or in
part) Designated Capital Contributions.

     "Designated Investors" shall mean the Fund, Fund Affiliates, management of
Holdings and the Borrower on the Closing Date; any other entity holding direct


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or indirect Equity Interests in Holdings on the Original Closing Date,
including, in any event, any entity that is controlled by the Graham family; and
any other person approved by the Agents.

     "Designated Persons" shall mean, collectively, (w) the Fund, (x) Fund
Affiliates, (y) members of management of Holdings or the Borrower holding voting
interests of Holdings or BMP/Graham Holdings or options to acquire such
interests on the Closing Date and (z) holders of Equity Interests for whom
Holdings, BMP/Graham Holdings, the Fund or Fund Affiliates (which are not
themselves operating companies) have the power to vote.

     "Documentation Agent" shall have the meaning given such term in the
introductory paragraph of this Agreement.

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

     "EBITDA" shall mean, with respect to the Borrower and its Subsidiaries on a
consolidated basis for any period, the Consolidated Net Income of the Borrower
and its Subsidiaries for such period plus (in each case without duplication and
to the extent the respective amounts described in items (a) through (i) below
reduced such Consolidated Net Income for the respective period for which EBITDA
is being determined) (a) provision for taxes based on income or profits of the
Borrower and its Subsidiaries and Permitted Tax Amount Distributions made by the
Borrower for such period, plus (b) Interest Expense of the Borrower and its
Subsidiaries for such period, plus (c) depreciation and amortization expense of
the Borrower and its Subsidiaries for such period, plus (d) any fees, expenses
or charges related to the Transaction or any equity offering, investments
permitted hereunder, acquisition or recapitalization or Indebtedness permitted
to be incurred hereunder (whether or not successful), plus (e) the amount of any
non-recurring charges (including any one-time costs incurred in connection with
acquisitions after the Closing Date), plus (f) any other non-cash charges
(excluding any such charge which requires an accrual of a cash reserve for
anticipated cash charges for any future period), plus (g) the amount of any
minority interest expense, plus (h) the amount of management, consulting
monitoring and advisory fees paid to the Fund and its Affiliates during such
period not to exceed $1.0 million during any four quarter period less, without
duplication, (i) non-cash items increasing Consolidated Net Income of the
Borrower and its Subsidiaries for such period (excluding any items which
represent the reversal of any accrual of, or cash reserve for, anticipated cash
charges in any prior period).

     "Eligible Transferee" shall mean and include a commercial bank, financial
institution, fund that invests in loans or extensions of credit of the types
made pursuant to this Agreement or any other "accredited investor" (as defined
in regulation D of the Securities Act of 1933, as amended).

     "Employee Equity Sales" shall have the meaning given such term in the
definition of the term Net Proceeds.

     "environment" shall mean ambient air, surface water and groundwater
(including potable water, navigable water and wetlands), the land surface or
subsurface strata, the workplace or as otherwise defined in any Environmental
Law.

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     "Environmental Claim" shall mean any written accusation, allegation, notice
of violation, claim, demand, order, directive, cost recovery action or other
cause of action by, or on behalf of, any Governmental Authority or any person
for damages, injunctive or equitable relief, personal injury (including
sickness, disease or death), Remedial Action costs, tangible or intangible
property damage, natural resource damages, nuisance, pollution, any adverse
effect on the environment caused by any Hazardous Material, or for fines,
penalties or restrictions, resulting from or based upon: (a) the threat, the
existence, or the continuation of the existence of a Release (including sudden
or non-sudden, accidental or non-accidental Releases); (b) exposure to any
Hazardous Material; (c) the presence, use, handling, transportation, storage,
treatment or disposal of any Hazardous Material; or (d) the violation or alleged
violation of any Environmental Law or Environmental Permit.

     "Environmental Law" shall mean any and all applicable current and future
treaties, laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the treatment,
storage, disposal, Release or threatened Release of any Hazardous Material or to
human health or safety, including the Hazardous Materials Transportation Act, 49
U.S.C. ss. 1801 et seq., the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. ss. 9601 et seq. ("CERCLA"),
the Solid Waste Disposal Act, as amended, 42 U.S.C. ss. 6901 et seq., the
Federal Water Pollution Control Act, as amended, 33 U.S.C. ss. 1251 et seq., the
Clean Air Act of 1970, as amended, 42 U.S.C. ss. 7401 et seq., the Toxic
Substances Control Act of 1976, 15 U.S.C. ss. 2601 et seq., the Emergency
Planning and Community Right-to-Know Act of 1986, 42 U.S.C. ss. 11001 et seq.,
the National Environmental Policy Act of 1975, 42 U.S.C. ss. 4321 et seq., the
Safe Drinking Water Act of 1974, as amended, 42 U.S.C. ss. 300(f) et seq., and
any similar or implementing state, local or foreign law, and all amendments or
regulations promulgated under any of the foregoing.

     "Environmental Permit" shall mean any permit, approval, authorization,
certificate, license, variance, filing or permission required by or from any
Governmental Authority pursuant to any Environmental Law.

     "Equity Interests" of any person shall mean any and all shares, interests,
rights to purchase, warrants, options, participation or other equivalents of or
interests in (however designated) equity of such person, including any preferred
stock, any limited or general partnership interest and any limited liability
company membership interest, but excluding any debt securities convertible into
such equity.

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

     "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

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

                                       10
<PAGE>

     "Eurodollar Loan" shall mean any Eurodollar Term Loan or Eurodollar
Revolving Loan.

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

     "Eurodollar Term Borrowing" shall mean a Borrowing comprised of Eurodollar
Term Loans.

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

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

     "Excess Amount" shall have the meaning provided in Section 2.12(g).

     "Excess Cash Flow" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis for any Excess Cash Flow Period, EBITDA of
the Borrower and its Subsidiaries on a consolidated basis for such Excess Cash
Flow Period, minus, without duplication, (a) Debt Service for such Excess Cash
Flow Period, (b) any voluntary prepayments of Term Loans during the period
beginning on April 1 of such Excess Cash Flow Period and ending on March 31 of
the immediately succeeding Excess Cash Flow Period and any permanent voluntary
reductions to the Revolving Credit Commitments to the extent that an equal
amount of the Revolving Loans simultaneously is repaid, so long as such amounts
are not already reflected in Debt Service, (c) (i) Capital Expenditures by the
Borrower and its Subsidiaries on a consolidated basis during such Excess Cash
Flow Period (excluding Capital Expenditures made in such Excess Cash Flow Period
where a certificate in the form contemplated by the following clause (d) was
previously delivered) that are paid in cash and (ii) the aggregate consideration
paid in cash during such Excess Cash Flow Period, in respect of Permitted
Business Acquisitions and other investments permitted hereunder (less any
amounts received in respect thereof as a return of capital), (d) Capital
Expenditures that the Borrower or any Subsidiary of the Borrower shall, during
such Excess Cash Flow Period, become obligated to make but that are not made
during such Excess Cash Flow Period, provided that the Borrower shall deliver a
certificate to the Administrative Agent not later than 90 days after the end of
such Excess Cash Flow Period of the Borrower, signed by a Responsible Officer of
the Borrower and certifying that such Capital Expenditures and the delivery of
the related equipment will be made in the following Excess Cash Flow Period, (e)
taxes paid in cash by the Borrower and its Subsidiaries on a consolidated basis
during such Excess Cash Flow Period or which are paid during the respective
Excess Cash Flow Period or will be paid within six months after the close of
such Excess Cash Flow Period (provided that any amount so deducted which will be
paid after the close of such Excess Cash Flow Period shall not be deducted again
in a subsequent Excess Cash Flow Period) and for which reserves have been
established, including income tax expense and withholding tax expense incurred
in connection with cross-border transactions involving its Foreign Subsidiaries,
(f) without duplication of the preceding clause (e), Permitted Tax Amount
Distributions which are paid during the respective Excess Cash Flow Period or


                                       11
<PAGE>

will be paid within six months after the close of such Excess Cash Flow Period
(provided that any amount so deducted which will be paid after the close of such
Excess Cash Flow Period shall not be deducted again in a subsequent Excess Cash
Flow Period), (g) an amount equal to any increase in Working Capital of the
Borrower and its Subsidiaries for such Excess Cash Flow Period, (h) to the
extent not deducted in determining EBITDA, monitoring and management fees paid
to the Fund and/or any of its Affiliates or the Fund Affiliates and annual fees
paid to Graham Family Growth Partnership and its Affiliates during such Excess
Cash Flow Period, (i) cash expenditures made in respect of Interest Rate
Protection Agreements and Other Hedging Agreements during such Excess Cash Flow
Period, to the extent not reflected in the computation of EBITDA or Interest
Expense, (j) permitted dividends or distributions (excluding Permitted Tax
Amount Distributions, which are covered in clause (f) above) or repurchases of
its Equity Interests paid in cash by Holdings or the Borrower during such Excess
Cash Flow Period and permitted dividends paid by any Subsidiary of the Borrower
to any person other than the Borrower or any of the Borrower's other
Subsidiaries during such Excess Cash Flow Period, in each case in accordance
with Section 6.06, (k) amounts paid in cash during such Excess Cash Flow Period
on account of items that were accounted for as noncash reductions of
Consolidated Net Income of the Borrower and its Subsidiaries in the current or a
prior period, (l) special charges or any extraordinary or nonrecurring loss paid
in cash during such Excess Cash Flow Period, (m) to the extent not deducted in
the computation of Net Proceeds in respect of any asset disposition or
condemnation giving rise thereto, mandatory prepayments of Indebtedness (other
than Indebtedness created hereunder or under any other Loan Document) and (n) to
the extent included in determining EBITDA, all items that did not result from a
cash payment to the Borrower and its Subsidiaries on a consolidated basis during
such Excess Cash Flow Period plus, without duplication, (i) an amount equal to
any decrease in Working Capital for such Excess Cash Flow Period, (ii) all
proceeds received during such Excess Cash Flow Period of Capital Lease
Obligations, purchase money Indebtedness, Sale and Lease-Back Transactions
pursuant to Section 6.03 and any other Indebtedness, in each case to the extent
used to finance any Capital Expenditure (other than Indebtedness under this
Agreement to the extent there is no corresponding deduction to Excess Cash Flow
above in respect of the use of such Borrowings), (iii) all amounts referred to
in (c) above to the extent funded with the proceeds of the issuance of Equity
Interests of, or capital contributions to, Holdings after the Closing Date (to
the extent not previously used to prepay Indebtedness (other than Revolving
Loans or Swingline Loans), make any investment or capital expenditure or
otherwise for any purpose resulting in a deduction to Excess Cash Flow in any
prior Excess Cash Flow Period) or any amount that would have constituted Net
Proceeds under clause (a) of the definition of the term "Net Proceeds" if not so
spent, in each case to the extent there is a corresponding deduction to Excess
Cash Flow above, (iv) to the extent any permitted Capital Expenditures and the
corresponding delivery of equipment referred to in (d) above do not occur in the
Excess Cash Flow Period of the Borrower specified in the certificate of the
Borrower provided pursuant to (d) above, such amounts of Capital Expenditures
that were not so made in the Excess Cash Flow Period of the Borrower specified
in such certificates, (v) cash payments received in respect of Interest Rate
Protection Agreements during such Excess Cash Flow Period to the extent not (A)
included in the computation of EBITDA or (B) reducing Cash Interest Expense,
(vi) any extraordinary or nonrecurring gain realized in cash during such Excess
Cash Flow Period (except to the extent such gain is subject to Section 2.12(c)),
(vii) to the extent deducted in the computation of EBITDA, interest income and


                                       12
<PAGE>

(viii) to the extent subtracted in determining EBITDA, all items that did not
result from a cash payment by the Borrower and its Subsidiaries on a
consolidated basis during such Excess Cash Flow Period.

     "Excess Cash Flow Period" shall mean each fiscal year of the Borrower,
commencing with its fiscal year ended closest to December 31, 2003.

     "Existing Credit Agreement" shall mean the Credit Agreement dated as of
February 2, 1998 (as amended, modified and/or supplemented from time to time),
among Holdings, the Borrower, the Co-Borrower, the lenders from time to time
party thereto and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust
Company), as administrative agent.

     "Existing Letter of Credit" shall mean each letter of credit issued under
the Existing Credit Agreement that is to remain outstanding after the Closing
Date and listed on Schedule 1.01 and designated as either (x) a Commercial
Letter of Credit or (y) a Standby Letter of Credit.

     "Federal Funds Effective Rate" shall mean, for any day, the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average
of the quotations for the day of such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

     "Fees" shall mean the Commitment Fees, the L/C Participation Fees, the
Fronting Bank Fees and the Administrative Agent Fees.

     "Financial Officer" of any person shall mean the chief financial officer,
principal accounting officer, Treasurer, Assistant Treasurer or Controller of
such person.

     "Financial Performance Covenants" means the covenants of Holdings and the
Borrower set forth in Sections 6.11 and 6.12.

     "Foreign Subsidiary" shall mean, for any person, each Subsidiary of such
person that is incorporated or organized under the laws of any jurisdiction
other than the United States of America, any state thereof, the United States
Virgin Islands or Puerto Rico.

     "Fronting Bank" shall mean DBTCA (and to the extent DBTCA resigns as
Fronting Bank pursuant to Section 2.20(f), any Lender (if and to the extent it
agrees in its sole discretion to be an issuer of Letters of Credit hereunder) or
any bank affiliate thereof which has agreed to issue Letters of Credit
hereunder).

     "Fronting Bank Fees" shall have the meaning given to such term in Section
2.05(b).

     "Fulton County Bond Transaction" shall mean one or more "Fulton County
Bond" transactions consummated by the Borrower and its Subsidiaries after the
Closing Date with respect to production equipment and related property located


                                       13
<PAGE>

in Fulton County, Georgia, on terms substantially similar to the existing Fulton
County Bond Transactions of the Borrower with respect to production equipment
and related property located in Fulton County, Georgia, where (i) the Borrower
and its Subsidiaries transfer title to the Development Authority of Fulton
County, Georgia (or a substantially similar Governmental Authority) (the
"Development Authority") to the respective production equipment and related
property located in Fulton County, Georgia (the "Subject Property") (which shall
have been acquired and/or constructed by the Borrower and its Subsidiaries in
accordance with the relevant limitations on Capital Expenditures contained in
this Agreement), (ii) the Borrower or a Subsidiary thereof shall lease the
respective Subject Property back from the Development Authority (such lease
shall (x) require no (or nominal ) cash payments by the Borrower or any of its
Subsidiaries and (y) allow for the purchase of the Subject Property by the
Borrower or a Subsidiary thereof for no, or nominal, consideration), (iii) the
Development Authority shall issue industrial revenue bonds (the "Fulton County
Bonds") in an amount to be agreed with the Borrower and the Borrower shall
purchase the Fulton County Bonds, with the Development Authority immediately
loaning the proceeds of the Fulton County Bonds back to the Borrower (so that
there is no effect on the Borrower's financial cash position, and with any
payments on the loan (if any) being immediately repaid to the Borrower with
respect to the Fulton County Bonds), (iv) the Fulton County Bonds, and the
Borrower's obligation to repay the loan of the proceeds of the Fulton County
Bonds, are not treated as indebtedness under GAAP or recorded as indebtedness on
the Borrower's financial statements, (v) the Fulton County Bonds are pledged
pursuant to the Pledge Agreement and are themselves secured by the respective
Subject Property, (vi) the Fulton County Bonds may be redeemed at the request of
the Borrower (and the loan cancelled) at any time (with only nominal cash
payment required), and (vii) the respective Subject Property is recorded as an
asset or assets on the Borrower's balance sheet and the Borrower's lease
payments or obligations shall not be reflected as lease payments or obligations
on the Borrower's financial statements all in accordance with GAAP.

     "Fulton County Bonds" shall have the meaning given such term in the
definition of Fulton County Bond Transaction.

     "Fund" shall mean Blackstone Capital Partners III Merchant Banking Fund
L.P., a Delaware limited partnership, and Blackstone Offshore Capital Partners
III L.P., a Cayman Islands limited partnership.

     "Fund Affiliates" shall mean each Affiliate of the Fund that is not an
operating company or Controlled by an operating company and each general partner
of the Fund or any Fund Affiliate who is a partner or employee of The Blackstone
Group L.P.

     "GAAP" shall mean generally accepted accounting principles in effect from
time to time in the United States, applied on a consistent basis (provided that,
at their option, Holdings and its Subsidiaries may capitalize repair and
maintenance expenses in connection with their capital assets, so long as such
capitalization is done on a consistent basis for all periods ended after the
Closing Date, except for such period as is reasonably necessary to implement the
change described above in this parenthetical).

     "Governmental Authority" shall mean any federal, state, local or foreign
court or governmental agency, authority, instrumentality or regulatory body or,


                                       14
<PAGE>

in the case of references to "Governmental Authority" in Article II and Sections
9.04 and 9.16, the National Association of Insurance Commissioners.

     "Guarantee" of or by any person shall mean (a) any obligation, contingent
or otherwise, of such person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other person (the "primary obligor") in any
manner, whether directly or indirectly, and including any obligation of such
person, direct or indirect, (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness (whether arising by virtue of
partnership arrangements, by agreement to keep well, to purchase assets, goods,
securities or services, to take-or-pay or otherwise) or to purchase (or to
advance or supply funds for the purchase of) any security for the payment of
such Indebtedness, (ii) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness of the payment of
such Indebtedness, (iii) to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or (iv) entered into for the
purpose of assuring in any other manner the holders of such Indebtedness of the
payment thereof or to protect such holders against loss in respect thereof (in
whole or in part), or (b) any Lien on any assets of such person securing any
Indebtedness of any other person, whether or not such Indebtedness is assumed by
such person; provided, however, that the term "Guarantee" shall not include
endorsements for collection or deposit, in either case in the ordinary course of
business, or customary and reasonable indemnity obligations in effect on the
Closing Date or entered into in connection with any acquisition or disposition
of assets permitted under this Agreement.

     "Guarantee Agreements" shall mean the Parent Guarantee Agreement and the
Subsidiary Guarantee Agreement.

     "Guarantors" shall mean Holdings and the Subsidiary Guarantors.

     "Hazardous Materials" shall mean any material meeting the definition of a
"hazardous substance" in CERCLA 42 U.S.C. ss. 9601(14) and all explosive or
radioactive substances or wastes; hazardous or toxic substances or wastes;
pollutants; solid, liquid or gaseous wastes, including petroleum, petroleum
distillates or fractions or residues, asbestos or asbestos containing materials,
polychlorinated biphenyls ("PCBs") or materials or equipment containing PCBs in
excess of 50 parts per million (ppm), radon gas, infectious or medical wastes,
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law, or that reasonably could form the basis of an Environmental
Claim.

     "Holdings" shall have the meaning given such term in the introductory
paragraph of this agreement, provided that upon consummation of the IPO
Reorganization, "Holdings" shall be deemed to mean CapCo II.

     "Holdings Discount Note Documents" shall mean the Holdings Discount Notes
and the Holdings Discount Note Indenture.

     "Holdings Discount Note Indenture" shall mean the Indenture dated as of
February 2, 1998, among Holdings, CapCo II and the trustee named therein from


                                       15
<PAGE>

time to time, as in effect on the Original Closing Date and as thereafter
amended from time to time in accordance with the terms thereof and of this
Agreement.

     "Holdings Discount Notes" shall mean Holdings' 10-3/4% Senior Discount
Notes due 2009 issued pursuant to the Holdings Discount Note Indenture and any
notes issued by Holdings and CapCo II in exchange for, and as contemplated by,
the Holdings Discount Notes with substantially identical terms as the Holdings
Discount Notes.

     "Holdings Notes Refinancing" shall mean the repayment or refinancing in
full of the Holdings Discount Notes (on terms and conditions (including, without
limitation, the terms and conditions of the securities described in the
following clauses (i) and (ii)) reasonably satisfactory to the Agents) on or
prior to January 15, 2008 with the proceeds of (i) one or more public offerings
of the common stock of Holdings and/or (ii) the issuance by Holdings of one or
more unsecured senior or subordinated debt instruments constituting Permitted
Refinancing Indebtedness without any scheduled principal payments due prior to
the first anniversary of the Term Loan Maturity Date.

     "Holdings Partner" shall mean, at any time, each person which is a partner
of Holdings from time to time pursuant to and in accordance with the terms of
the partnership agreement in respect of Holdings.

     "Indebtedness" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money, (b) all obligations of such
person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such person under conditional sale or other title retention
agreements relating to property or assets purchased by such person, (d) all
obligations of such person issued or assumed as the deferred purchase price of
property or services (other than current trade liabilities and current
intercompany liabilities (but not any refinancings, extensions, renewals or
replacements thereof) incurred in the ordinary course of business and maturing
within 365 days after the incurrence thereof), (e) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such person, whether or not the obligations secured thereby have
been assumed, (f) all Guarantees by such person of Indebtedness of others, (g)
all Capital Lease Obligations of such person, (h) all payments that such person
would have to make in the event of an early termination, on the date
Indebtedness of such person is being determined, in respect of outstanding
interest rate protection agreements, foreign currency exchange agreements or
other interest or exchange rate hedging arrangements and (i) all obligations of
such person as an account party in respect of letters of credit and bankers'
acceptances.

     "Indemnitee" shall have the meaning provided in Section 9.05(b).

     "Information Memorandum" shall have the meaning given such term in Section
3.15(a).

     "Initial Date" shall have the meaning provided in Section 2.19(a).

     "Installment Date" shall have the meaning given such term in Section
2.11(a).

                                       16
<PAGE>

     "Interest Coverage Ratio" shall have the meaning given such term in Section
6.11.

     "Interest Expense" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis for any period, the sum of (a) gross
interest expense of the Borrower and its Subsidiaries for such period on a
consolidated basis, including (i) the amortization of debt discounts, (ii) the
amortization of all fees (including fees with respect to interest rate
protection agreements) payable in connection with the incurrence of Indebtedness
to the extent included in interest expense and (iii) the portion of any payments
or accruals with respect to Capital Lease Obligations allocable to interest
expense and (b) capitalized interest of the Borrower and its Subsidiaries on a
consolidated basis. For purposes of the foregoing, gross interest expense shall
be determined after giving effect to any net payments made or received by the
Borrower and its Subsidiaries with respect to Interest Rate Protection
Agreements.

     "Interest Payment Date" shall mean, (a) with respect to any Eurodollar
Loan, the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest
Period of more than three months' duration, each day that would have been an
Interest Payment Date had successive Interest Periods of three months' duration
been applicable to such Borrowing, and, in addition, the date of any refinancing
or conversion of such Borrowing with or to a Borrowing of a different Type and
(b) with respect to any ABR Loan, the last day of each calendar quarter.

     "Interest Period" shall mean as to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing or on the last day of the immediately
preceding Interest Period applicable to such Borrowing, as the case may be, and
ending on the numerically corresponding day (or, if there is no numerically
corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6
months thereafter (or 9 or 12 months, if at the time of the relevant Borrowing,
all Lenders make interest periods of such length available), as the Borrower may
elect, and the date any Eurodollar Borrowing is converted to an ABR Borrowing in
accordance with Section 2.10 or repaid or prepaid in accordance with Section
2.11 or 2.12; provided, however, that if any Interest Period would end on a day
other than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day. Interest shall accrue from and including the first
day of an Interest Period to but excluding the last day of such Interest Period.

     "Interest Rate Protection Agreement" shall mean any interest rate hedging
agreement or arrangement entered into by the Borrower or a Subsidiary of the
Borrower and designed to protect against fluctuations in interest rates.

     "Investors" shall mean the Fund, each other owner of Equity Interests in
Holdings or BMP/Graham Holdings immediately prior to the Closing Date and any
other owner of Equity Interests in Holdings that is approved by the Agents.

     "IPO Reorganization" shall mean the transfer of all or substantially all of
Holdings' assets (including, without limitation, all Equity Interests in the
Borrower and Opco GP) and liabilities to CapCo II and the dissolution,


                                       17
<PAGE>

liquidation or winding up of Holdings in connection with or in contemplation of
an initial public offering of the shares of common stock of CapCo II.

     "Joint Venture" shall mean any person in which the Borrower and its
Subsidiaries own, directly or indirectly, more than 5% but 50% or less of the
Equity Interests.

     "L/C Disbursement" shall mean a payment or disbursement made by a Fronting
Bank pursuant to a Letter of Credit.

     "L/C Participation Fee" shall have the meaning given such term in Section
2.05(b).

     "Lender" shall mean each financial institution listed on Schedule 2.01, as
well as any person which becomes a "Lender" hereunder pursuant to Section
9.04(b).

     "Lender Default" shall mean (i) the refusal (which has not been retracted)
of a Lender to make available its portion of any Borrowing, to fund Refunded
Swingline Loans or to fund its portion of any unreimbursed payment under Section
2.20(a)(iv) or (ii) a Lender having notified in writing the Borrower and/or the
Administrative Agent that it does not intend to comply with its obligations
under Section 2.01(b) or (c) or Section 2.20.

     "Letter of Credit" shall mean the Commercial Letters of Credit, the Standby
Letters of Credit and the Existing Letters of Credit.

     "Letter of Credit Request" shall have the meaning given such term in
Section 2.20(a)(i).

     "LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for any
Interest Period, the rate at which dollar deposits approximately equal in
principal amount to the Administrative Agent's portion of such Eurodollar
Borrowing and for a maturity comparable to such Interest Period are offered to
the principal London office of the Administrative Agent in immediately available
funds in the London interbank market at approximately 11:00 a.m., New York time,
two Business Days prior to the commencement of such Interest Period.

     "LIBOR Margin" shall mean for Term Loans and Revolving Loans the rate per
annum set forth under the relevant column heading opposite such Loans as set
forth on Schedule A hereto.

     "Lien" shall mean, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement relating to such asset and
(c) in the case of securities, any purchase option, call or similar right of a
third party with respect to such securities.

     "Loan Documents" shall mean this Agreement, the Letters of Credit, the
Guarantee Agreements, the Security Documents and, after the execution and
delivery thereof pursuant to the terms of this Agreement, any Note.

                                       18
<PAGE>

     "Loan Parties" shall mean the Borrower and the Guarantors.

     "Loans" shall mean the Term Loans, the Revolving Loans and the Swingline
Loans.

     "Margin Adjustment Date" shall have the meaning given such term in the
definition of Tested Parties contained herein.

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

     "Majority Lenders" of any Tranche shall mean those Lenders which would
constitute the Required Lenders under, and as defined in, this Agreement if all
outstanding Obligations of the other Tranches under this Agreement were repaid
in full and all Commitments with respect thereto were terminated.

     "Material Adverse Effect" shall mean the existence of events, conditions
and/or contingencies that have had or are reasonably likely to have (a) a
materially adverse effect on the assets, business, operations, properties,
liabilities, profits or condition (financial or otherwise) of Holdings and its
Subsidiaries taken as a whole or the Borrower and its Subsidiaries taken as a
whole, (b) a material impairment of the ability of Holdings, the Borrower or any
of their Subsidiaries to perform any of its material obligations under any Loan
Document to which it is or will be a party or to consummate the Transaction or
(c) an impairment of the validity or enforceability of, or a material impairment
of the material rights, remedies or benefits available to the Lenders, any
Fronting Bank, the Administrative Agent or the Collateral Agent under any Loan
Document.

     "Maximum Rate" shall have the meaning provided in Section 9.09.

     "Mortgaged Properties" shall mean the owned real properties of the Loan
Parties specified on Schedule 3.20 that are expressly designated "Mortgaged
Properties".

     "Mortgages" shall mean the mortgages, deeds of trust, assignments of leases
and rents and other security documents delivered pursuant to clause (i) of
Section 4.02(h) or pursuant to Section 5.11, each substantially in the form of
Exhibit D.

     "Multiemployer Plan" shall mean a multiemployer plan as defined in Section
4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate (other than one
considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code
Section 414) is making or accruing an obligation to make contributions, or has
within any of the preceding five plan years made or accrued an obligation to
make contributions.

     "Net Income" means, with respect to any person, the net income (loss) of
such person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends.

     "Net Leverage Ratio" shall mean, on any date, the ratio of (a) Total Net
Debt as of such date to (b) EBITDA for the period of four consecutive fiscal
quarters of the Borrower most recently ended as of such date, all determined on
a consolidated basis in accordance with GAAP, provided that to the extent any


                                       19
<PAGE>

Asset Disposition or any Permitted Business Acquisition (or any similar
transaction or transactions which require a waiver or a consent of the Required
Lenders pursuant to Section 6.05) has occurred during the relevant Test Period,
EBITDA shall be determined for the respective Test Period on a Pro Forma Basis
for such occurrences. As more fully provided in the definition of Total Net
Debt, it is acknowledged and agreed that, in the circumstances described in the
proviso to the definition of Total Net Debt and in the definition of Tested
Parties contained herein, the numerator of the Net Leverage Ratio shall, at
certain times and for purposes of making calculations pursuant to Schedule A
(but not for purposes of Section 6.12 or any other purposes), be determined by
reference to Holdings and its Subsidiaries, rather than the Borrower and its
Subsidiaries (although the denominator of the Net Leverage Ratio shall be the
same for purposes of Schedule A and Section 6.12).

     "Net Proceeds" shall mean (a) 100% of the cash proceeds actually received
by Holdings, the Borrower or any of their domestic Wholly Owned Subsidiaries
(including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise and including casualty insurance settlements and
condemnation awards, but only as and when received) from any loss, damage,
destruction or condemnation of, or any sale, transfer or other disposition
(including any sale and leaseback of assets and any mortgage or lease of real
property) to any person of any asset or assets of Holdings, the Borrower or any
of their Subsidiaries (other than those pursuant to Sections 6.05(a), (b), (d),
(e), (j), (k), and (l)), net of (i) attorneys' fees, accountants' fees,
investment banking fees, survey costs, title insurance premiums, and related
search and recording charges, transfer taxes, deed or mortgage recording taxes,
required debt payments and required payments of other obligations relating to
the applicable asset (other than pursuant hereto or pursuant to the Holdings
Discount Notes, the Senior Subordinated Notes or the New Senior Notes or any
refinancing or successive refinancing thereof), other customary expenses and
brokerage, consultant and other customary fees actually incurred in connection
therewith, (ii) taxes paid or payable as a result thereof, and (iii) Permitted
Tax Amount Distributions to the extent attributable thereto, provided that if no
Event of Default exists and the Borrower shall deliver a certificate of a
Responsible Officer to the Administrative Agent promptly following receipt of
any such proceeds setting forth the Borrower's intention to use any portion of
such proceeds to purchase assets useful in the business of the Borrower and its
Subsidiaries, or make investments pursuant to Sections 6.04(k) and (l), in each
case within 12 months of such receipt, such portion of such proceeds shall not
constitute Net Proceeds except to the extent not so used within such 12-month
period, and provided further, that (x) no proceeds realized in a single
transaction or series of related transactions shall constitute Net Proceeds
unless such proceeds shall exceed $300,000 and (y) no proceeds shall constitute
Net Proceeds in any fiscal year until the aggregate amount of all such proceeds
in such fiscal year shall exceed $5,000,000 or the aggregate of all such
proceeds received after the Closing Date shall exceed $10,000,000, (b) 100% of
the cash proceeds from the incurrence, issuance or sale by Holdings, the
Borrower or any of their Subsidiaries of any Indebtedness (other than
Indebtedness permitted pursuant to Section 6.01 (other than Indebtedness
incurred under Section 6.01(z)), net of all taxes and fees (including investment
banking fees), commissions, costs and other expenses, in each case incurred in
connection with such issuance or sale, (c) 50% of the cash proceeds from the
issuance or the sale by Holdings or any of its Subsidiaries of any equity
security of, or Equity Interests in, Holdings or such Subsidiary (other than (i)
sales of Equity Interests of Holdings to directors, officers or employees of
Holdings or BMP/Graham Holdings, the Borrower or any of their Subsidiaries in


                                       20
<PAGE>

connection with permitted employee compensation and incentive arrangements
("Employee Equity Sales"), (ii) the proceeds of Designated Capital Contributions
and Special Capital Contributions, (iii) sales of Equity Interests of Holdings
(other than pursuant to an initial public offering of the common stock of
Holdings) to the extent the net proceeds of such sales are used (A) to fund
permitted Capital Expenditures or investments within six months after the
receipt of such net proceeds or (B) to effect the Notes Refinancing, (iv)
proceeds of Permitted Cure Securities and (v) cash proceeds of sales of Equity
Interests from an initial public offering of the common stock of Holdings, to
the extent such proceeds are promptly utilized first, to effect the Holdings
Notes Refinancing and second, to repay up to $25,000,000 in the aggregate of
outstanding Revolving Loans and/or Swingline Loans (to the extent outstanding)),
in each case, net of all taxes and fees (including investment banking fees),
commissions, costs and other expenses, in each case, incurred in connection with
such issuance or sale. For purposes of calculating the amount of Net Proceeds,
fees, commissions and other costs and expenses payable to Holdings or the
Borrower or any Affiliate of either of them shall be disregarded, except for
financial advisory fees customary in type and amount paid to Affiliates of The
Blackstone Group L.P. Notwithstanding anything to the contrary contained in this
definition, if, at the time of any prepayment required by Section 2.12 hereof,
the Net Leverage Ratio is less than 3.50 to 1.00 (as established pursuant to the
certificate last delivered (or required to be delivered) pursuant to Section
5.04(c)), the percentages set forth in clauses (a), (b) and (c) above shall be
deemed to be 75%, 100%, and 0%, respectively.

     "New Senior Notes" shall have the meaning provided in the definition of
Tranche II Term Loan Refinancing.

     "New Senior Notes Refinancing" shall mean the repayment or refinancing in
full of the New Senior Notes with an issuance of (i) unsecured senior or
subordinated debt instruments, issued by the Borrower and/or Holdings (on terms
and conditions reasonably satisfactory to the Agents), constituting Permitted
Refinancing Indebtedness or (ii) if the Senior Secured Leverage Ratio of the
Borrower is equal to or less than 3.00 to 1.00 on a Pro Forma Basis after giving
effect to such refinancing, senior secured Indebtedness, constituting Permitted
Refinancing Indebtedness in all respects, provided that with respect to clause
(ii), such Indebtedness and the obligations of the Loan Parties in respect
thereof (x) may be secured by the Collateral on an equal and ratable basis, on
terms reasonably satisfactory to the Agents, with the Loans incurred by the
Borrower under this Agreement and the obligations of such Loan Parties and (y)
shall be incurred by the Borrower under this Agreement pursuant to a new tranche
or tranches of term loans (on substantially the same terms and conditions as the
existing Tranches of Term Loans) and/or pursuant to an increase in the size of
one or more existing Tranches of Term Loans.

     "90% Subsidiary" means any person which is a Wholly Owned Subsidiary of the
Borrower or at least 90% of the Equity Interests of which are owned by the
Borrower and/or one or more Wholly Owned Subsidiaries of the Borrower.

     "Notes" shall mean any promissory note of the Borrower issued pursuant to
this Agreement.

     "Notes Refinancing" shall mean the repayment or refinancing in full of the
Borrower's Senior Subordinated Notes (on terms and conditions (including,


                                       21
<PAGE>

without limitation, the terms and conditions of the securities described in the
following clauses (i) and (ii)) reasonably satisfactory to the Agents) on or
prior to January 15, 2007 with the proceeds of (i) if the Borrower's Senior
Secured Leverage Ratio will be less than or equal to 3.00 to 1.00 on a Pro Forma
Basis after giving effect to the Notes Refinancing, an equity issuance by
Holdings (other than that portion (if any) of the proceeds of an initial public
offering of the common stock of Holdings that are utilized to (x) effect the
Holdings Note Refinancing, (y) repay up to $25,000,000 of outstanding Revolving
Loans and/or Swingline Loans (to the extent outstanding) or (z) repay Term Loans
pursuant to Section 2.12(c)) and/or (ii) the issuance of one or more unsecured
subordinated debt instruments constituting Permitted Refinancing Indebtedness
without any scheduled principal payments due prior to the first anniversary of
the Term Loan Maturity Date.

     "Obligations" shall mean all amounts owing to any of the Agents or any
Lender pursuant to the terms of this Agreement or any other Loan Document.

     "Opco GP" shall mean GPC Opco GP, LLC, a Wholly Owned Subsidiary of
Holdings.

     "Original Closing Date" shall mean the "Closing Date" under, and as defined
in, the Existing Credit Agreement.

     "Other Hedging Agreement" shall mean any foreign exchange contracts,
currency swap agreements, commodity agreements or other similar agreements or
arrangements designed to protect against the fluctuations in currency or
commodity values.

     "Other Taxes" shall have the meaning provided in Section 2.19(b).

     "Parent Guarantee Agreement" shall mean the Parent Guarantee Agreement,
substantially in the form of Exhibit E, made by Holdings in favor of the
Collateral Agent for the benefit of the Secured Parties.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to and
defined in ERISA.

     "Permitted Business Acquisition" shall mean any acquisition of all or
substantially all the assets of, or shares or other equity interests in, a
person or division or line of business of a person (or any subsequent investment
made in a previously acquired Permitted Business Acquisition) if immediately
after giving effect thereto: (a) no Default or Event of Default shall have
occurred and be continuing or would result therefrom, (b) all transactions
related thereto shall be consummated in accordance with applicable laws, (c) at
least 90% of the Equity Interests of any acquired or newly formed corporation,
partnership, association or other business entity are owned directly by the
Borrower or a domestic Wholly Owned Subsidiary of the Borrower which is a
Guarantor (unless there is a material tax or legal or other economic
disadvantage in not having a Foreign Subsidiary of the Borrower hold such Equity
Interests, in which case such Equity Interests may be held directly by a Foreign
Subsidiary of the Borrower) and all actions required to be taken, if any, with
respect to such acquired or newly formed Subsidiary under Section 5.11 shall
have been taken and (d)(i) Holdings, the Borrower and their Subsidiaries shall
be in compliance, on a Pro Forma Basis after giving effect to such acquisition


                                       22
<PAGE>

or formation, with the covenants contained in Sections 6.11 and 6.12 recomputed
as at the last day of the most recently ended fiscal quarter of Holdings, the
Borrower and their Subsidiaries as if such acquisition had occurred on the first
day of each relevant period for testing such compliance, and the Borrower shall
have delivered to the Administrative Agent an officers' certificate to such
effect, together with all relevant financial information for such Subsidiary or
assets, and (ii) any acquired or newly formed Subsidiary shall not be liable for
any Indebtedness (except for Indebtedness permitted by Section 6.01) and (e) the
aggregate amount of consideration paid in connection with any individual
Permitted Business Acquisition shall not exceed the Permitted Business
Acquisition Amount.

     "Permitted Business Acquisition Amount" shall mean, for each Permitted
Business Acquisition, $40,000,000, provided that the Permitted Business
Acquisition Amount shall be increased with respect to a given Permitted Business
Acquisition (x) to the extent, and only to the extent, that the Borrower makes
an election to increase the Permitted Business Acquisition Amount for the
respective Permitted Business Acquisition, which increase shall only occur to
the extent that the Borrower so elects to apply amounts that would otherwise be
available to make Capital Expenditures at such time pursuant to, and in
accordance with the provisions of, Section 6.10(a) and (b), (y) to make payments
owing in connection with the respective Permitted Business Acquisition with the
proceeds of Designated Capital Contributions and/or (z) to the extent the
Borrower elects to apply amounts otherwise available pursuant to, and in an
amount not to exceed, the Available Investment Basket Amount at such time.

     "Permitted Cure Security" means an equity security of Holdings having no
mandatory redemption, repurchase, repayment or similar requirements prior to the
date which occurs four calendar months after the Term Loan Maturity Date and
upon which all dividends or distributions, at the election of Holdings, may be
payable in additional shares of such equity security.

     "Permitted Investments" shall mean: (a) direct obligations of the United
States of America or any agency thereof or obligations guaranteed by the United
States of America or any agency thereof; (b) time deposit accounts, certificates
of deposit and money market deposits maturing within 180 days of the date of
acquisition thereof issued by a bank or trust company which is organized under
the laws of the United States of America, any state thereof or any foreign
country recognized by the United States of America having capital, surplus and
undivided profits aggregating in excess of $250,000,000 (or the foreign currency
equivalent thereof) and whose long-term debt, or whose parent holding company's
long-term debt, is rated A (or such similar equivalent rating or higher by at
least one nationally recognized statistical rating organization (as defined in
Rule 436 under the Securities Act of 1933, as amended)); (c) repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clause (a) above entered into with a bank meeting the
qualifications described in clause (b) above; (d) commercial paper, maturing not
more than 180 days after the date of acquisition, issued by a corporation (other
than an Affiliate of the Borrower) organized and in existence under the laws of
the United States of America or any foreign country recognized by the United
States of America with a rating at the time as of which any investment therein
is made of P-1 (or higher) according to Moody's Investors Service, Inc., or A-1
(or higher) according to Standard & Poor's Ratings Group; (e) securities with
maturities of six months or less from the date of acquisition issued or fully


                                       23
<PAGE>

guaranteed by any state, commonwealth or territory of the United States of
America, or by any political subdivision or taxing authority thereof, and rated
at least A by Standard & Poor's Ratings Group or A by Moody's Investors Service,
Inc.; (f) in the case of any Subsidiary organized in a jurisdiction outside the
United States: (i) direct obligations of the sovereign nation (or any agency
thereof) in which such Subsidiary is organized and is conducting business or in
obligations fully and unconditionally guaranteed by such sovereign nation (or
any agency thereof), (ii) investments of the type and maturity described in
clauses (a) through (e) above of foreign obligors, which investments or obligors
(or the parents of such obligors) have ratings described in such clauses or
equivalent ratings from comparable foreign rating agencies or (iii) investments
of the type and maturity described in clauses (a) through (e) above of foreign
obligors (or the parents of such obligors), which investments or obligors (or
the parents of such obligors) are not rated as provided in such clauses or in
clause (ii) above but which are, in the reasonable judgment of the Borrower,
comparable in investment quality to such investments and obligors (or the
parents of such obligors); (g) shares of mutual funds whose investment
guidelines restrict 95% of such funds' investments to those satisfying the
provisions of clauses (a) through (e) above; and (h) time deposit accounts,
certificates of deposit and money market deposits in an aggregate face amount
not in excess of 1/2 of 1% of total assets of Holdings and its Subsidiaries, on
a consolidated basis, as of the end of Holdings' most recently completed fiscal
year.

     "Permitted Refinancing Indebtedness" means any Indebtedness of Holdings or
a Subsidiary of Holdings issued in exchange for, or the net proceeds of which
are used to extend, refinance, renew, replace, defease or refund (collectively,
to "Refinance"), Indebtedness permitted by Section 6.01(j), (x), (y), (z) or
(aa) (or previous refinancings thereof constituting Permitted Refinancing
Indebtedness) of Holdings or such Subsidiary of Holdings, as the case may be,
provided that (i) the principal amount (or accreted value, if applicable) of
such Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid
accrued interest and premium thereon), (ii) the average life to maturity of such
Permitted Refinancing Indebtedness is greater than or equal to that of the
Indebtedness being Refinanced, (iii) if the Indebtedness being Refinanced is
subordinated in right of payment to the Obligations under this Agreement, such
Permitted Refinancing Indebtedness shall be subordinated in right of payment to
such Obligations on terms at least as favorable to the Lenders as those
contained in the documentation governing the Indebtedness being Refinanced, (iv)
no Permitted Refinancing Indebtedness shall have different obligors, or greater
guarantees or security (except as otherwise expressly permitted herein), than
the Indebtedness being Refinanced, (v) if the Indebtedness being Refinanced is
secured by any collateral (whether equally and ratably with, or junior to, the
Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be
secured by such collateral (including any collateral pursuant to after-acquired
property clauses to the extent any such collateral secured the Indebtedness
being Refinanced) on terms no less favorable to the Secured Parties than those
contained in the documentation governing the Indebtedness being Refinanced and
(vi) such Indebtedness (other than Indebtedness permitted by Section 6.01(j))
shall not require any repayments of principal that are earlier than any
repayments that are required under the Indebtedness being Refinanced.

     "Permitted Tax Amount Distributions" shall mean for each tax year that the
Borrower or Holdings, as the case may be, qualifies as a partnership or as a
branch or agency of another person (a "Flow-through Entity") under the Code


                                       24
<PAGE>

(including the applicable provisions of Treasury Regulations promulgated
thereunder) or any similar provision of state or local law, distributions of tax
amounts in respect of U.S. federal income tax and of income tax imposed by the
state or local jurisdictions in which the Flow-through Entity so qualifies as a
partnership or as a branch or agency of another person; provided, however, that
(A) a knowledgeable and duly authorized officer of the Flow-through Entity
certifies annually that the Flow-through Entity qualifies as a partnership or as
a branch or agency of another person for federal income tax purposes and under
similar laws of the states in respect of which such tax amount distributions are
being made and (B) at the time of such tax amount distributions, the most recent
audited financial statements of the Flow-through Entity provide that the
Flow-through Entity was treated as a partnership or as a branch or agency of
another person for federal income tax purposes for the period of such financial
statements. Between the first and fifteenth day of each month in which an
estimated tax payment for a Borrower Partner is due, the Flow-through Entity may
distribute cash to each Borrower Partner in an amount equal to the product of
(A) the highest combined marginal individual or corporate (as applicable)
federal, state and local income tax rates ((i) including, to the extent
applicable, if any, alternative minimum tax and (ii) taking into account any
federal tax benefit for a deduction for state and local taxes) applicable to the
taxable income of the Flow-through Entity allocated to a Borrower Partner and in
effect at the time of the distribution, times (B) the remainder, if any, of (1)
the product of 25, 50, 75 or 100 percent for the first (1st), second (2nd),
third (3rd) or fourth (4th) required estimated tax installment payments for the
fiscal year, respectively, times (a) the cumulative (as annualized) taxable
income to be allocated to such Borrower Partner for such fiscal year less (b)
the cumulative taxable loss that has been allocated to such Borrower Partner to
the extent such loss has not previously reduced taxable income pursuant to this
provision in any prior taxable year, as determined in good faith by the
Flow-through Entity's executive committee at or around the date of payment,
minus (2) the sum of the cumulative distributions to such Borrower Partner made
with respect to such fiscal year under the applicable provisions of the
partnership agreement of the Borrower. Notwithstanding the foregoing provisions,
the Permitted Tax Amount Distributions permitted to be distributed by Holdings
shall be adjusted to reflect the Reimbursed Amount calculated under Section
5.1(b)(ii) of Holdings' partnership agreement as in effect on the date hereof.
If any Borrower Partner of a Flow-through Entity is an S corporation or a
partnership or a similar pass-through entity, reference to Borrower Partner
shall, for the purposes of this definition, include shareholder or partner, as
the case may be, of the Borrower Partner and reference to the Borrower shall
include such S-corporation or partnership or similar pass-through entity.

     "person" shall mean any natural person, corporation, business trust, joint
venture, association, company, partnership, limited liability company or
government, individual or family trusts, or any agency or political subdivision
thereof.

     "Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code and in respect of which the Borrower or any ERISA Affiliate is
(or, if such plan were terminated, would under Section 4069 of ERISA be deemed
to be) an "employer" as defined in Section 3(5) of ERISA.

     "Pledge Agreement" shall mean, collectively, the Pledge Agreement,
substantially in the form of Exhibit F, among Holdings, the Borrower, each
Subsidiary Guarantor and the Collateral Agent for the benefit of the Secured
Parties and each other document delivered on the Closing Date (or thereafter
pursuant to Section 5.11) pursuant to which Holdings, the Borrower or any of


                                       25
<PAGE>

their domestic Subsidiaries pledged Equity Interests of any of their Foreign
Subsidiaries to secure the Obligations.

     "Pledge Agreement Collateral" shall mean all "Collateral" as defined in the
Pledge Agreement.

     "primary obligor" shall have the meaning given such term in the definition
of Guarantee.

     "Prime Rate" shall mean the rate of interest per annum publicly announced
from time to time by the Administrative Agent as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective on the date such change is publicly announced as being effective.

     "Pro Forma Basis" shall mean, as to any person, for any events as described
in clauses (ii) and (iii) below which occur subsequent to the commencement of a
period for which the financial effect of such events is being calculated, and
giving effect to the events for which such calculation is being made, such
calculation as will give pro forma effect to such events as if same had occurred
at the beginning of such period of calculation, and

(i)  for purposes of the foregoing calculation, each transaction giving rise to
     the need to calculate the pro forma effect to any of the following events
     shall be assumed to have occurred on the first day of the four consecutive
     fiscal quarter period last ended on or before the occurrence of the
     respective event for which such pro forma effect is being determined (the
     "Reference Period");

(ii) in making any determination of EBITDA, pro forma effect shall be given to
     any Asset Disposition and to any Permitted Business Acquisition (or any
     similar transaction or transactions which require a waiver or consent of
     the Required Lenders pursuant to Section 6.05), in each case which occurred
     during the Reference Period (or, in the case of determinations made
     pursuant to the definition of Permitted Business Acquisition contained
     herein, occurring during the Reference Period or thereafter and through and
     including the date upon which the respective Permitted Business Acquisition
     is consummated) as if such Asset Disposition, Permitted Business
     Acquisition or other transaction, as the case may be, occurred on the first
     day of the Reference Period; and

(iii) in making any determination on a Pro Forma Basis, (x) all Indebtedness
     (including Indebtedness incurred or assumed and for which the financial
     effect is being calculated, whether incurred under this Agreement or
     otherwise, but excluding normal fluctuations in revolving indebtedness
     incurred for working capital purposes and not to finance any acquisition)
     incurred or permanently repaid during the Reference Period (or, in the case
     of determinations made pursuant to the definition of Permitted Business
     Acquisition contained herein, occurring during the Reference Period or
     thereafter and through and including the date upon which the respective
     Permitted Business Acquisition is consummated) shall be deemed to have been
     incurred or repaid at the beginning of such period and (y) Interest Expense
     of such person attributable to interest on any Indebtedness, for which pro
     forma effect is being given as provided in preceding clause (x), bearing


                                       26
<PAGE>

     floating interest rates shall be computed on a pro forma basis as if the
     rates which would have been in effect during the period for which pro forma
     effect is being given had been actually in effect during such periods.

     Pro forma calculations made pursuant to the definition of Pro Forma Basis
shall be determined in good faith by a Responsible Officer of the Borrower and
may include adjustments, in the reasonable determination of the Borrower as set
forth in an officers' certificate, to (i) reflect operating expense reductions
reasonably expected to result from any acquisition, merger or Asset Disposition
or (ii) eliminate the effect of any extraordinary accounting event with respect
to any acquired person or assets on Consolidated Net Income.

     "Properties" shall have the meaning given such term in Section 3.17(a).

     "Reference Period" shall have the meaning provided in the definition of Pro
Forma Basis.

     "Refinanced Term Loans" shall have the meaning given such term in Section
9.08(c).

     "Refinancing" shall have the meaning given such term in the preamble of
this Agreement.

     "Refunded Swingline Loans" shall have the meaning provided in Section
2.01(c)(iii).

     "Register" shall have the meaning given such term in Section 9.04(c).

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

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

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

     "Release"  shall have the meaning  given such term in CERCLA,  42 U.S.C.ss.
9601(22).

     "Remaining Present Value" shall mean, as of any date with respect to any
lease, the present value as of such date of the scheduled future lease payments
with respect to such lease, determined with a discount rate equal to a market
rate of interest for such lease reasonably determined at the time such lease was
entered into.

     "Remedial Action" shall mean (a) "remedial action" as such term is defined
in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions, including
studies and investigations, required by any Governmental Authority or
voluntarily undertaken to (i) clean up, remove, treat, abate or in any other way
respond to any Hazardous Material in the environment or (ii) prevent the Release


                                       27
<PAGE>

or threatened Release, or minimize the further Release, of any Hazardous
Material.

     "Replacement Term Loans" shall have the meaning given such term in Section
9.08(c).

     "Reportable Event" shall mean any reportable event as defined in Section
4043 of ERISA or the regulations issued thereunder (other than those events as
to which the thirty day notice period is waived) with respect to a Plan (other
than a Plan maintained by an ERISA Affiliate that is considered an ERISA
Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

     "Required Lenders" shall mean, at any time, Lenders having Loans (other
than Swingline Loans), Revolving L/C Exposures, Swingline Exposures and unused
Commitments (excluding commitments to issue Letters of Credit or make Swingline
Loans) representing more than 50% of the sum of all Loans (other than Swingline
Loans) outstanding, Revolving L/C Exposures, Swingline Exposures and unused
Commitments (excluding commitments to issue Letters of Credit or make Swingline
Loans) at such time. The Loans, Revolving L/C Exposures, Swingline Exposures and
unused Commitments of any Defaulting Lender shall be disregarded in determining
Required Lenders at any time.

     "Responsible Officer" of any person shall mean any executive officer or
Financial Officer of such person and any other officer or similar official
thereof responsible for the administration of the obligations of such
corporation in respect of this Agreement.

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

     "Revolving Credit Commitment" shall mean, with respect to each Lender, the
amount set forth opposite such Lender's name on Schedule 2.01 directly below the
column entitled "Revolving Credit Commitment" or in the Assignment and
Acceptance pursuant to which such Lender assumed its Revolving Credit
Commitment, as applicable, as the same may be reduced from time to time pursuant
to Section 2.09 and pursuant to assignments by such Lender pursuant to Section
9.04.

     "Revolving Credit Exposure" shall mean, with respect to any Lender at any
time, the aggregate principal amount at such time of all outstanding Revolving
Loans of such Lender plus the amount at such time of such Lender's Revolving L/C
Exposure plus the amount at such time of such Lender's Swingline Exposure.

     "Revolving Credit Lender" shall mean a Lender with a Revolving Credit
Commitment.

     "Revolving Credit Maturity Date" shall mean the earlier of (i) February __,
2008, and (ii) the Term Loan Maturity Date.

     "Revolving L/C Commitment" shall mean, with respect to any Fronting Bank,
the commitment of such Fronting Bank to issue Letters of Credit pursuant to
Section 2.20(a).

                                       28
<PAGE>

     "Revolving L/C Exposure" shall mean at any time the sum of (a) the
aggregate undrawn amount of all outstanding Letters of Credit at such time plus
(b) the aggregate principal amount of all L/C Disbursements that have not yet
been reimbursed at such time. The Revolving L/C Exposure of any Revolving Credit
Lender at any time shall mean its Applicable Percentage of the aggregate
Revolving L/C Exposure at such time.

     "Revolving Loans" shall mean the revolving loans made by the Lenders to the
Borrower pursuant to Section 2.01(b). Each Revolving Loan shall be a Eurodollar
Revolving Loan or an ABR Revolving Loan.

     "Sale and Lease-Back Transaction" shall have the meaning given such term in
Section 6.03.

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

     "Secured Parties" shall have the meaning given such term in the Security
Agreement.

     "Security Agreement" shall mean the Security Agreement, substantially in
the form of Exhibit G, among Holdings, the Borrower, each Subsidiary Guarantor
and the Collateral Agent for the benefit of the Secured Parties.

     "Security Agreement Collateral" shall mean "Collateral" as defined in the
Security Agreement.

     "Security Documents" shall mean the Mortgages, the Security Agreement, the
Pledge Agreement, and each of the security agreements, mortgages and other
instruments and documents executed and delivered pursuant to any of the
foregoing or pursuant to Section 5.11.

     "Senior Secured Leverage Ratio" shall mean, on any date, the ratio of (a)
Total Senior Secured Indebtedness as of such date to (b) EBITDA for the period
of four consecutive fiscal quarters of the Borrower most recently ended as of
such date, all determined on a consolidated basis in accordance with GAAP,
provided that to the extent any Asset Disposition or any Permitted Business
Acquisition (or any similar transaction or transactions which require a waiver
or a consent of the Required Lenders pursuant to Section 6.05) has occurred
during the relevant Test Period, EBITDA shall be determined for the respective
Test Period on a Pro Forma Basis for such occurrences.

     "Senior Subordinated Note Documents" shall mean the Senior Subordinated
Notes and the Senior Subordinated Note Indenture.

     "Senior Subordinated Note Indenture" shall mean the Indenture dated as of
February 2, 1998 among the Borrower, the Co-Borrower and the trustee named
therein from time to time, as in effect on the Original Closing Date and as
thereafter amended from time to time in accordance with the requirements thereof
and of this Agreement.

                                       29
<PAGE>

     "Senior Subordinated Notes" shall mean the Borrower's 8 3/4% Senior
Subordinated Notes due 2008 and its Floating Interest Rate Subordinated Term
Securities due 2008 issued pursuant to the Senior Subordinated Note Indenture
and any notes issued by the Borrower in exchange for, and as contemplated by,
the Senior Subordinated Notes with substantially identical terms as the Senior
Subordinated Notes.

     "Sole Lead Arranger" shall have the meaning given such term in the
introductory paragraph of this Agreement.

     "Special Capital Contributions" shall mean any cash common equity
contributions made after the Closing Date by the Designated Investors directly
or indirectly to Holdings (which cash equity contributions are, in turn,
contributed by Holdings to the Borrower) so long as (x) the respective
Designated Investor shall have elected in writing delivered to the
Administrative Agent prior to the making of the respective cash common equity
contribution to designate same as "Special Capital Contributions" for all
purposes under this Agreement and the other Loan Documents and (y) all proceeds
of the respective cash common equity contribution are immediately used by the
Borrower to prepay outstanding principal of Term Loans (in which case, such
prepayments shall be made pursuant to Section 2.12(c) (and in accordance with
paragraph (b) of Section 2.11)), Swingline Loans and/or Revolving Credit
Borrowings. For avoidance of doubt, it is understood and agreed that in no event
shall (x) any amounts contributed pursuant to the exercise of Cure Rights
pursuant to Section 7.02 or (y) any amounts received from the issuance and sale
of common equity of Holdings through one or more registered public offerings
thereof, be deemed to constitute (in whole or in part) Special Capital
Contributions.

     "Standby Letter of Credit" shall mean an irrevocable standby letter of
credit under which a Fronting Bank agrees to make payments in Dollars for the
account of the Borrower, on behalf of the Borrower or any of its Subsidiaries.

     "Statutory Reserves" shall mean a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board and any other banking authority, domestic or foreign,
to which the Administrative Agent is subject with respect to Eurocurrency
Liabilities (as defined in Regulation D of the Board) or other categories of
liabilities or deposits by reference to which the LIBO Rate is determined. Such
reserve percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities and to
be subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D. Statutory Reserves shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

     "Subject Property" shall have the meaning provided in the definition of
Fulton County Bond Transaction.

     "Subsidiary" shall mean, with respect to any person (herein referred to as
the "parent"), any corporation, partnership, association or other business
entity (a) of which securities or other ownership interests representing more


                                       30
<PAGE>

than 50% of the equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests are, at the time any determination
is being made, directly or indirectly, owned, Controlled or held, or (b) that
is, at the time any determination is made, otherwise Controlled, by the parent
or one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent. Unless the context otherwise indicates, all
references herein to a "Subsidiary" are references to a subsidiary of Holdings.

     "Subsidiary Guarantee Agreement" shall mean the Subsidiary Guarantee
Agreement, substantially in the form of Exhibit H, to be entered into by the
Subsidiary Guarantors pursuant to and in accordance with the terms of Section
5.11 in favor of the Collateral Agent for the benefit of the Secured Parties.

     "Subsidiary Guarantor" shall mean each domestic Subsidiary of Holdings
designated as a "Subsidiary Guarantor" on Schedule 3.08 hereto or which executes
the Subsidiary Guarantee Agreement pursuant to and in accordance with the terms
of Section 5.11.

     "Supermajority Lenders" of any Tranche shall mean those Lenders which would
constitute the Required Lenders under, and as defined in, this Agreement if (x)
all outstanding Obligations of the other Tranches under this Agreement were
repaid in full and all Commitments with respect thereto were terminated and (y)
the percentage "50%" contained therein were changed to "66-2/3%".

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

     "Swingline Lender" shall mean Deutsche Bank Trust Company Americas (f/k/a
Bankers Trust Company) in its capacity as Swingline Lender hereunder.

     "Swingline Loan Commitment" shall mean the commitment of the Swingline
Lender to make Swingline Loans as set forth in Section 2.01(c).

     "Swingline Loans" shall mean the swingline loans made by the Swingline
Lender to the Borrower pursuant to Section 2.01(c).

     "Syndication Agent" shall have the meaning given such term in the
introductory paragraph of this Agreement.

     "Syndication Date" shall mean that date upon which the Administrative Agent
determines in its sole discretion (and notifies the Borrower) that the primary
syndication (and resultant addition of institutions as Banks pursuant to Section
9.04) has been completed.

     "Taxes" shall have the meaning provided in Section 2.19(a).

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

                                       31
<PAGE>

     "Term Commitments" shall mean the Tranche I Term Loan Commitments and the
Tranche II Term Loan Commitments.

     "Term Loan Maturity Date" shall mean February 14, 2010, provided that (x)
if the Notes Refinancing has not been consummated prior to January 15, 2007 or
any Permitted Cure Securities are issued that require any mandatory redemption,
repurchase, repayment or similar requirement earlier than the date occurring
four calendar months after the date first appearing in this definition, then the
Term Loan Maturity Date shall be July 15, 2007, (y) if the Holdings Notes
Refinancing has not been consummated prior to January 15, 2008, then (unless the
preceding clause (x) or succeeding clause (z) requires an earlier Term Loan
Maturity Date) the Term Loan Maturity Date shall be July 15, 2008 or (z) if the
Borrower has issued the New Senior Notes pursuant to the Tranche II Term Loan
Refinancing and the New Senior Notes (or any refinancing or successive
refinancing thereof) have a final maturity date that is earlier than August 14,
2010, then (unless the preceding clause (x) or (y) requires an earlier Term Loan
Maturity Date) the Term Loan Maturity Date shall be the date that is six months
prior to the maturity date of the New Senior Notes (or any refinancing or
successive refinancing thereof).

     "Term Loans" shall mean the term loans made by the Lenders to the Borrower
pursuant to Section 2.01(a). Each Term Loan shall be a Eurodollar Term Loan or
an ABR Term Loan.

     "Test Period" shall mean, on any date of determination, the period of four
consecutive fiscal quarters of the Borrower then last ended (taken as one
accounting period).

     "Tested Parties" shall mean (x) prior to the first Margin Adjustment Date
(as defined below) following the Closing Date, Holdings and its Subsidiaries and
(y) thereafter, the Borrower and its Subsidiaries or, if on any date of change
to (or a reset of) the "LIBOR Margin", the "ABR Margin" and/or Commitment Fee
percentages pursuant to Schedule A (each such date a "Margin Adjustment Date"),
within the six calendar month period ended on such Margin Adjustment Date, the
Borrower has made any distributions to Holdings to fund (or which were used to
fund) the payment of cash interest on the Holdings Discount Notes (or any debt
issued to refinance same pursuant to the Holdings Notes Refinancing or any
successive refinancing thereof), then the Tested Parties, from such Margin
Adjustment Date until the next such Margin Adjustment Date (at which time the
Tested Parties shall once again be determined in accordance with the provisions
of this definition), shall instead be Holdings and its Subsidiaries.

     "Total Debt" shall mean, with respect to any person and its Subsidiaries on
a consolidated basis at any time (without duplication), all Indebtedness
consisting of Capital Lease Obligations, Indebtedness for borrowed money and
Indebtedness in respect of the deferred purchase price of property or services
of such person and its Subsidiaries on a consolidated basis at such time.

     "Total Net Debt" at any date shall mean Total Debt of the Borrower and its
Subsidiaries determined on a consolidated basis on such date minus the aggregate
amount of cash and cash equivalents in excess of $5,000,000 set forth on the
consolidated balance sheet of the Borrower and its Subsidiaries prepared as of
such date; provided that for all purposes of making calculations pursuant to
Schedule A (but not for purposes of Section 6.12), each reference above in this


                                       32
<PAGE>

definition to "Borrower and its Subsidiaries" shall be deemed changed to instead
be a reference to the "Tested Parties"; provided, further, that in determining
the aggregate amount of cash and cash equivalents in excess of $5,000,000 as
provided above, such determination shall be made without giving effect to any
cash or cash equivalents constituting (in whole or in part) Designated Capital
Contributions or proceeds thereof.

     "Total Revolving Credit Commitment" shall mean, at any time, the aggregate
amount of the Revolving Credit Commitments, as in effect at such time.

     "Total Senior Secured Indebtedness" shall mean, at any time, an amount
equal to the sum of (x) the aggregate principal amount of the Loans outstanding
under this Agreement and (y) the aggregate principal amount of any Indebtedness
secured by Liens permitted pursuant to Section 6.02(a), (c), (d), (j), (k), (l),
(r) and (z), at such time.

     "Tranche" shall mean the respective facility and commitments utilized in
making Loans hereunder, with there being four separate Tranches, i.e., Tranche I
Term Loans, Tranche II Term Loans, Revolving Loans and Swingline Loans.

     "Tranche I Term Borrowing" shall mean a Borrowing comprised of Tranche I
Term Loans.

     "Tranche I Term Loan Commitment" shall mean with respect to each Lender,
the commitment of such Lender to make Tranche I Term Loans hereunder as set
forth in Section 2.01(a)(i), as the same may be reduced from time to time
pursuant to Section 2.09.

     "Tranche I Term Loan Installment Date" shall have the meaning provided in
Section 2.11(a).

     "Tranche I Term Loans" shall mean the term loans made by the Lenders to the
Borrower pursuant to Section 2.01(a)(i).

     "Tranche II Term Borrowing" shall mean a Borrowing comprised of Tranche II
Term Loans.

     "Tranche II Term Loan Commitment" shall mean with respect to each Lender,
the commitment of such Lender to make Tranche II Term Loans hereunder as set
forth in Section 2.01(a)(ii), as the same may be reduced from time to time
pursuant to Section 2.09.

     "Tranche II Term Loan Installment Date" shall have the meaning provided in
Section 2.11(a).

     "Tranche II Term Loan Refinancing" shall mean the repayment or refinancing
in full of the Tranche II Term Loans (on terms and conditions (including,
without limitation, the terms and conditions of the securities and Indebtedness
described below) reasonably satisfactory to the Agents) on or prior to the Term
Loan Maturity Date with the proceeds of up to $125,000,000 of senior or
subordinated debt instruments, issued by the Borrower and/or Holdings,
constituting Permitted Refinancing Indebtedness in all respects (the "New Senior
Notes"), provided that the New Senior Notes may (x) have a final maturity that


                                       33
<PAGE>

is at least five years from the date of issuance thereof, (y) be issued in an
aggregate principal amount that exceeds the aggregate principal amount of the
Tranche II Term Loans then outstanding and (z) be secured by a Lien on the
Collateral which is expressly junior to the Secured Parties' Lien (with all
terms of the second-priority security interest and all rights and remedies
relating thereto to be satisfactory to the Agents), provided that no Subsidiary
of Holdings (other than a Subsidiary that is a Loan Party) may Guarantee the
obligations of the Borrower or Holdings under the New Senior Notes.

     "Tranche II Term Loans" shall mean the term loans made by the Lenders to
the Borrower pursuant to Section 2.01(a)(ii).

     "Transaction" shall have the meaning given such term in the preamble to
this Agreement.

     "Type", when used in respect of any Loan or Borrowing, shall refer to the
Rate by reference to which interest on such Loan or on the Loans comprising such
Borrowing is determined. For purposes hereof, the term "Rate" shall include the
Adjusted LIBO Rate and the Alternate Base Rate.

     "Wholly Owned Subsidiary" of any person means a Subsidiary of such person,
at least 99% of the Equity Interests of which (other than directors' qualifying
shares) are owned by such person or another Wholly Owned Subsidiary. Unless the
context otherwise indicates, all references herein to a "Wholly Owned
Subsidiary" are references to a Wholly Owned Subsidiary of Holdings.

     "Withdrawal Liability" shall mean liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

     "Working Capital" shall mean, with respect to the Borrower and its
Subsidiaries on a consolidated basis at any date of determination, Current
Assets at such date of determination minus Current Liabilities at such date of
determination.

     SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". All references
herein to Articles, Sections, Exhibits and Schedules shall be deemed references
to Articles and Sections of, and Exhibits and Schedules to, this Agreement
unless the context shall otherwise require. Except as otherwise expressly
provided herein, (a) any reference in this Agreement to any Loan Document shall
mean such document as amended, restated, supplemented or otherwise modified from
time to time and (b) all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided,
however, that for purposes of determining compliance with the covenants
contained in Section 2.12(d) and Article VI all accounting terms herein shall be
interpreted and all accounting determinations hereunder (in each case, unless
otherwise provided for or defined herein) shall be made in accordance with GAAP
as in effect on the date of this Agreement and applied on a basis consistent


                                       34
<PAGE>

with the application used in the financial statements referred to in Section
3.05 (other than, at the option of Holdings and the Borrower, with respect to
capitalization of repair and maintenance expenses in accordance with the
parenthetical appearing in the definition of GAAP contained herein); and
provided further, that if the Borrower notifies the Administrative Agent that
the Borrower wishes to amend any covenant in Section 2.12(d) or Article VI or
any related definition to eliminate the effect of any change in GAAP occurring
after the date of this Agreement on the operation of such covenant (or if the
Administrative Agent notifies the Borrower that the Required Lenders wish to
amend Section 2.12(d) or Article VI or any related definition for such purpose),
then (i) the Borrower and the Administrative Agent shall negotiate in good faith
to agree upon an appropriate amendment to such covenant and (ii) the Borrower's
compliance with such covenant shall be determined on the basis of GAAP in effect
immediately before the relevant change in GAAP became effective until such
covenant is amended in a manner satisfactory to the Borrower and the Required
Lenders. For the purposes of determining compliance under Sections 6.01, 6.02,
6.04, 6.05 and 6.10 with respect to any amount in a currency other than Dollars,
such amount shall be deemed to equal the Dollar equivalent thereof at the time
such amount was incurred or expended, as the case may be.


                                   ARTICLE II

                                   THE CREDITS

     SECTION 2.01. Commitments. (a) Subject to the terms and conditions and
relying upon the representations and warranties of Holdings and the Borrower
herein set forth, each Lender agrees, severally and not jointly:

          (i) to make a Tranche I Term Loan to the Borrower on the Closing Date
     in a principal amount not to exceed the Tranche I Term Loan Commitment set
     forth opposite its name on Schedule 2.01, as the same may be reduced from
     time to time pursuant to Section 2.09; and

          (ii) to make a Tranche II Term Loan to the Borrower on the Closing
     Date in a principal amount not to exceed the Tranche II Term Loan
     Commitment set forth opposite its name on Schedule 2.01, as the same may be
     reduced from time to time pursuant to Section 2.09.

     (b) Subject to the terms and conditions and relying upon the
representations and warranties of Holdings and the Borrower herein set forth,
each Lender agrees, severally and not jointly, to make Revolving Loans to the
Borrower, at any time and from time to time on or after the date hereof, and
until the earlier of the Revolving Credit Maturity Date and the termination of
the Revolving Credit Commitment of such Lender in accordance with the terms
hereof, in an aggregate principal amount at any time outstanding that will not
result in such Lender's Revolving Credit Exposure at such time exceeding the
Revolving Credit Commitment of such Lender at such time, as the same may be
reduced from time to time pursuant to Section 2.09, provided that the aggregate
principal amount of Revolving Loans made to the Borrower on the Closing Date
shall not exceed $45,000,000.

                                       35
<PAGE>

     (c) (i) The Swingline Lender hereby agrees, subject to the terms and
conditions and relying upon the representations and warranties of Holdings and
the Borrower herein set forth, and subject to the limitations set forth below
with respect to the maximum amount of Swingline Loans permitted to be
outstanding from time to time, to make a portion of the Revolving Credit
Commitments available to the Borrower from time to time during the period from
the Closing Date through and excluding the earlier of the Revolving Credit
Maturity Date and the termination of the Revolving Credit Commitments in an
aggregate principal amount not to exceed the Swingline Loan Commitment, by
making Swingline Loans to the Borrower. Swingline Loans may be made
notwithstanding the fact that such Swingline Loans, when aggregated with the
Swingline Lender's outstanding Revolving Loans, Revolving L/C Exposure and
outstanding Swingline Loans, may exceed the Swingline Lender's Revolving Credit
Commitment. The original amount of the Swingline Loan Commitment is $20,000,000.
The Swingline Loan Commitment shall expire on the date the Revolving Credit
Commitments are terminated and all Swingline Loans and all other amounts owed
hereunder with respect to Swingline Loans shall be paid in full no later than
that date. The Borrower shall give the Swingline Lender telephonic, written or
telecopy notice (in the case of telephonic notice, such notice shall be promptly
confirmed in writing or by telecopy) not later than 12:00 (noon), New York City
time, on the day of a proposed borrowing. Such notice shall be delivered on a
Business Day, shall be irrevocable and shall refer to this Agreement and shall
specify the requested date (which shall be a Business Day) and amount of such
Swingline Loan. The Swingline Lender shall give the Administrative Agent, which
shall in turn give to each Lender, prompt written or telecopy advice of any
notice received from the Borrower pursuant to this paragraph.

     (ii) In no event shall (A) the aggregate principal amount of Swingline
Loans outstanding at any time exceed the aggregate Swingline Loan Commitment in
effect at such time, (B) the Aggregate Revolving Credit Exposure at any time
exceed the Total Revolving Credit Commitment at such time or (C) the aggregate
Swingline Loan Commitment exceed at any time the aggregate Revolving Credit
Commitments in effect at such time. Swingline Loans may only be made as ABR
Loans.

     (iii) With respect to any Swingline Loans that have not been voluntarily
prepaid by the Borrower, the Swingline Lender (by request to the Administrative
Agent) or Administrative Agent at any time may, in its sole discretion, on one
Business Day's notice, require each Revolving Credit Lender, including the
Swingline Lender, and each such Lender hereby agrees, subject to the provisions
of this Section 2.01(c), to make a Revolving Loan (which shall be funded as an
ABR Loan) in an amount equal to such Lender's Applicable Percentage of the
amount of the Swingline Loans ("Refunded Swingline Loans") outstanding on the
date notice is given which the Swingline Lender requests the Lenders to prepay.

     (iv) In the case of Revolving Loans made by Lenders other than the
Swingline Lender under the immediately preceding paragraph (iii), each such
Lender shall make the amount of its Revolving Loan available to the
Administrative Agent, in same day funds, at the office of the Administrative
Agent located at 31 West 52nd Street, New York, New York, not later than 1:00
p.m., New York City time, on the Business Day next succeeding the date such
notice is given. The proceeds of such Revolving Loans shall be immediately
delivered to the Swingline Lender (and not to the Borrower) and applied to repay
the Refunded Swingline Loans. On the day such Revolving Loans are made, the
Swingline Lender's Applicable Percentage of the Refunded Swingline Loans shall


                                       36
<PAGE>

be deemed to be paid with the proceeds of a Revolving Loan made by the Swingline
Lender and such portion of the Swingline Loans deemed to be so paid shall no
longer be outstanding as Swingline Loans and shall be outstanding as a Revolving
Loan of the Swingline Lender. The Borrower authorizes the Administrative Agent
and the Swingline Lender to charge the Borrower's account with the
Administrative Agent (up to the amount available in such account) in order to
pay immediately to the Swingline Lender the amount of such Refunded Swingline
Loans to the extent amounts received from Lenders, including amounts deemed to
be received from the Swingline Lender, are not sufficient to repay in full such
Refunded Swingline Loans. If any portion of any such amount paid (or deemed to
be paid) to the Swingline Lender should be recovered by or on behalf of the
Borrower from the Swingline Lender in bankruptcy, by assignment for the benefit
of creditors or otherwise, the loss of the amount so recovered shall be ratably
shared among all Lenders in the manner contemplated by Section 2.17. Subject to
the compliance by the Swingline Lender with the provisions of subparagraph (vii)
below, each Lender's obligation to make the Revolving Loans referred to in this
paragraph shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right that such Lender may have against the Swingline Lender, the Borrower
or any other person for any reason whatsoever; (B) the occurrence or continuance
of an Event of Default or a Default; (C) any adverse change in the condition
(financial or otherwise) of Holdings or any of its Subsidiaries; (D) any breach
of this Agreement by Holdings, the Borrower or any other Lender; or (E) any
other circumstance, happening or event whatsoever, whether or not similar to any
of the foregoing. Nothing in this Section 2.01(c) shall be deemed to relieve any
Lender from its obligation to fulfill its Commitments hereunder or to prejudice
any rights that the Borrower may have against any Lender as a result of any
default by such Lender hereunder.

     (v) A copy of each notice given by the Swingline Lender or the
Administrative Agent pursuant to this Section 2.01(c) shall be promptly
delivered by the Swingline Lender to the Administrative Agent and the Borrower.
Upon the making of a Revolving Loan by a Lender pursuant to this Section
2.01(c), the amount so funded shall no longer be owed in respect of Swingline
Loans.

     (vi) To the extent any Swingline Loans are outstanding on any date when one
of the events described in Section 7.01(h) or (i) shall have occurred, each
Revolving Credit Lender will, on such date, purchase an undivided participating
interest in the Refunded Swingline Loans (determined as if the notice specified
in clause (c)(iii) of this Section 2.01 had in fact been given with respect to
all then outstanding Swingline Loans) in an amount equal to its Applicable
Percentage of such Refunded Swingline Loans. Each such Lender will immediately
transfer to the Swingline Lender in immediately available funds, the amount of
its participation. Upon one Business Day's notice from the Swingline Lender,
each Revolving Credit Lender shall deliver to the Swingline Lender an amount
equal to its respective participation in same day funds at the office of the
Swingline Lender in New York, New York. In order to evidence such participation
each Revolving Credit Lender agrees to enter into a participation agreement at
the request of the Swingline Lender in form and substance reasonably
satisfactory to all parties. In the event any Revolving Credit Lender fails to
make available to the Swingline Lender the amount of such Revolving Credit
Lender's participation as provided in this Section 2.01(c), the Swingline Lender
shall be entitled to recover such amount on demand from such Revolving Credit
Lender together with interest at the customary rate set by the Swingline Lender


                                       37
<PAGE>

for correction of errors among banks in New York City for one Business Day and
thereafter at the Alternate Base Rate plus the ABR Margin then in effect as set
forth on Schedule A.

     (vii) Notwithstanding anything herein to the contrary, the Swingline Lender
shall not make any Swingline Loans at any time the Swingline Lender is aware
that the conditions to the making of such Swingline Loan set forth in Section
4.01 have not been satisfied unless such conditions shall have been waived in
accordance with this Agreement.

     (d) Within the limits set forth in paragraphs (b) and (c) above, (x) the
Borrower may borrow, pay or prepay (including pursuant to a refinancing
permitted by Section 2.02(f)) and reborrow Revolving Loans and Swingline Loans
on or after the Closing Date and prior to the Revolving Credit Maturity Date
subject to the terms, conditions and limitations set forth herein. Amounts paid
or prepaid in respect of Term Loans may not be reborrowed.

     SECTION 2.02. Loans. (a) Each Loan shall be made as part of a Borrowing
consisting of Loans made by the Lenders ratably in accordance with their
applicable Commitments; provided, however, that the failure of any Lender to
make any Loan shall not relieve any other Lender of its obligation to lend
hereunder (it being understood, however, that no Lender shall be responsible for
the failure of any other Lender to make any Loan required to be made by such
other Lender). The Loans comprising any Borrowing shall be in an aggregate
principal amount which is (i) an integral multiple of $1,000,000 (or, in the
case of Swingline Loans, $500,000) and not less than $2,000,000 (or, in the case
of Swingline Loans, $500,000) or (ii) equal to the remaining available balance
of the applicable Commitments, provided that Revolving Loans used to pay
Refunded Swingline Loans may be in the amount of such Refunded Swingline Loans.

     (b) Subject to Sections 2.08 and 2.14, each Borrowing shall be comprised
entirely of ABR Loans or (except in the case of Swingline Loans or as set forth
in the second proviso to this sentence) Eurodollar Loans as the Borrower may
request pursuant to Section 2.03. Each Lender may at its option make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan, provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the
terms of this Agreement and such Lender shall not be entitled to any amounts
payable under Section 2.13 or Section 2.19 in respect of increased costs arising
as a result of such exercise, provided, further, that prior to the earlier of
(x) the 45th day after the Closing Date and (y) the Syndication Date, the
following restrictions shall apply to each Tranche: (I) no Loans may be incurred
as Eurodollar Loans prior to the fifth day after the Closing Date and (II) no
more than one borrowing of Revolving Loans and one borrowing under each Tranche
of Term Loans may be incurred as Eurodollar Loans, each of which borrowings of
Eurodollar Loans shall be incurred (whether directly or by way of conversion of
ABR Loans) on the fifth day after the Closing Date and have a one month Interest
Period (it being understood that if the one month Interest Period with respect
to the Eurodollar Loans described in clause (II) above shall have ended prior to
the occurrence of the Syndication Date, the Borrower may continue such
Eurodollar Borrowing (and may on the first day of the respective Interest Period
convert any outstanding ABR Loans into Eurodollar Loans), provided that the
Interest Period for such continued borrowings shall be one month). Borrowings of
more than one Type may be outstanding at the same time; provided, however, that
the Borrower shall not be entitled to request any Borrowing that, if made, would


                                       38
<PAGE>

result in more than 20 Eurodollar Borrowings outstanding hereunder at any time.
For purposes of the foregoing, Borrowings having different Interest Periods,
regardless of whether they commence on the same date, shall be considered
separate Borrowings.

     (c) Subject to paragraph (f) below, each Lender shall make each Loan to be
made by it hereunder on the proposed date thereof by wire transfer to such
account as the Administrative Agent may designate in federal funds not later
than 11:00 a.m., New York City time, and the Administrative Agent shall by 12:00
(noon), New York City time, (a) in the case of any Loan made to reimburse any
L/C Disbursement or to refund any Swingline Loan, apply the amounts so received
to effect such reimbursement or refund as contemplated by Section 2.20 or
Section 2.01(c) and (b) in the case of each Loan the proceeds of which are to be
received by the Borrower, credit the amounts so received to an account
designated by the Borrower in the applicable Borrowing Request; provided,
however, that if a Borrowing shall not occur on such date because any condition
precedent herein specified shall not have been met, the Administrative Agent
shall return the amounts so received to the respective Lenders.

     (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and may, in reliance upon such assumption,
make available to the Borrower on such date a corresponding amount. If the
Administrative Agent shall have so made funds available then, to the extent that
such Lender shall not have made such portion available to the Administrative
Agent, such Lender and the Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the Borrower until the date such amount is repaid to the Administrative Agent,
at (i) in the case of the Borrower, the interest rate applicable at the time to
the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate
determined by the Administrative Agent to represent its cost of overnight or
short-term funds (which determination shall be conclusive absent manifest
error). If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount shall constitute such Lender's Loan as part of
such Borrowing for purposes of this Agreement. (e) Notwithstanding any other
provision of this Agreement, the Borrower shall not be entitled to request any
Borrowing if the Interest Period requested with respect thereto would end after
the Term Loan Maturity Date or Revolving Credit Maturity Date, as applicable.

     (f) The Borrower may refinance all or any part of a Revolving Credit
Borrowing with another Revolving Credit Borrowing. Any Revolving Credit
Borrowing (or part thereof) so refinanced shall be deemed to be repaid or
prepaid in accordance with the applicable provisions of this Agreement with the
proceeds of the new Revolving Credit Borrowing and the proceeds of such new
Borrowing, to the extent they do not exceed the principal amount of the
Borrowing being refinanced, shall not be paid by the Lenders to the
Administrative Agent or by the Administrative Agent to the Borrower pursuant to
paragraph (c) above.

                                       39
<PAGE>

     SECTION 2.03. Borrowing Procedure. In order to request a Borrowing, the
Borrower shall hand deliver or telecopy to the Administrative Agent a duly
completed Borrowing Request substantially in the form of Exhibit B (a) in the
case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time,
three Business Days before a proposed Borrowing, and (b) in the case of an ABR
Borrowing, not later than 12:00 noon, New York City time, one Business Day
before a proposed Borrowing; provided, however, that Borrowing Requests with
respect to Borrowings to be made on the Closing Date may, at the discretion of
the Administrative Agent, be delivered later than the times specified above.
Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of
the Borrower and shall specify the following information: (i) whether the
Borrowing then being requested is to be a Term Borrowing or a Revolving Credit
Borrowing (and in the case of a Term Borrowing the Commitments pursuant to which
the Loans comprising such Borrowing are to be made), and whether such Borrowing
is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such
Borrowing (which shall be a Business Day); (iii) in the case of a Borrowing the
proceeds of which are to be received by the Borrower, the number and location of
the account to which funds are to be disbursed (which shall be an account that
complies with the requirements of Section 2.02(c)); (iv) the amount of such
Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the
Interest Period with respect thereto; provided, however, that, notwithstanding
any contrary specification in any Borrowing Request, each requested Borrowing
shall comply with the requirements set forth in Section 2.02. If no election as
to the Type of Borrowing is specified in any such notice, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any
Eurodollar Borrowing is specified in any such notice, then the Borrower shall be
deemed to have selected an Interest Period of one month's duration. The
Administrative Agent shall promptly (and in any event on the same day that the
Administrative Agent receives such notice, if received by 1:00 p.m., New York
City time, on such day) advise the applicable Lenders of any notice given
pursuant to this Section 2.03 and of each Lender's portion of the requested
Borrowing.

     If the Borrower shall not have delivered a Borrowing Request in accordance
with this Section 2.03 prior to the end of the Interest Period then in effect
for any Revolving Credit Borrowing requesting that such Borrowing be refinanced,
then the Borrower shall (unless the Borrower has notified the Administrative
Agent, not less than three Business Days prior to the end of such Interest
Period, that such Borrowing is to be repaid at the end of such Interest Period)
be deemed to have delivered a Borrowing Request requesting that such Borrowing
be refinanced with a new Borrowing of equivalent amount, and such new Borrowing
shall be an ABR Borrowing.

     SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The outstanding
principal balance of each Loan shall be payable (i) in the case of a Term Loan,
as provided in Section 2.11 and (ii) in the case of a Revolving Loan or a
Swingline Loan, on the Revolving Credit Maturity Date. Each Loan shall bear
interest from the date of the first Borrowing hereunder on the outstanding
principal balance thereof as set forth in Section 2.06.

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

                                       40
<PAGE>

     (c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type of each Loan made
and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder from the Borrower and each Lender's share thereof.

     (d) The entries made in the accounts maintained pursuant to paragraph (b)
and (c) of this Section 2.04 shall be prima facie evidence of the existence and
amounts of the obligations therein recorded; provided, however, that the failure
of any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligations of the Borrower to repay
the Loans in accordance with their terms.

     (e) Notwithstanding any other provision of this Agreement, upon the request
of any Lender, the Borrower will duly execute and deliver to such lender a
promissory note or notes evidencing the Loans made to such Lender hereunder and
the interests represented by such Note or Notes shall at all times (including
after any assignment of all or part of such interests pursuant to Section 9.04)
be represented by one or more Notes payable to the payee named therein or its
registered assigns.

     SECTION 2.05. Fees. (a) The Borrower agrees to pay to each Lender (other
than any Defaulting Lender), through the Administrative Agent, on the last day
of March, June, September and December in each year, and on the date on which
the Commitments of all the Lenders shall be terminated as provided herein, a
commitment fee (a "Commitment Fee") on the average daily unused amount of the
Commitments of such Lender during the preceding quarter (or other period ending
with the date on which the last of the Commitments of such Lender shall be
terminated) at a rate equal to 0.50% per annum. All Commitment Fees shall be
computed on the basis of the actual number of days elapsed in a year of 360
days. For the purpose of calculating any Lender's Commitment Fee, the
outstanding Swingline Loans during the period for which such Lender's Commitment
Fee is calculated shall be deemed to be zero. The Commitment Fee due to each
Lender shall commence to accrue on the Closing Date and shall cease to accrue on
the date on which the last of the Commitments of such Lender shall be terminated
as provided herein.

     (b) The Borrower from time to time agrees to pay (i) to each Revolving
Credit Lender (other than any Defaulting Lender), through the Administrative
Agent, on the last day of March, June, September and December of each year and
on the date on which the Revolving Credit Commitments of all the Lenders shall
be terminated as provided herein, a fee (an "L/C Participation Fee") on such
Lender's Applicable Percentage of the daily aggregate Revolving L/C Exposure
(excluding the portion thereof attributable to unreimbursed L/C Disbursements),
during the preceding quarter (or shorter period commencing with the date hereof
or ending with the Revolving Credit Maturity Date or the date on which the
Revolving Credit Commitments shall be terminated) at the rate per annum equal to
the LIBOR Margin effective for each day in such period for Revolving Loans as
set forth on Schedule A and (ii) to the respective Fronting Bank, for its own
account, (x) on the last day of March, June, September and December of each year
and on the date on which the Revolving Credit Commitments of all the Lenders
shall be terminated as provided herein, a facing fee in respect of each Letter


                                       41
<PAGE>

of Credit issued for its account hereunder for the period from and including the
date of issuance of such Letter of Credit to and including the termination of
such Letter of Credit, computed at a rate equal to 1/4 of 1% per annum of the
daily stated amount of such Letter of Credit; provided that in no event shall
the annual amount of such facing fee with respect to any Letter of Credit be
less than $500, plus, (y) in connection with the issuance, amendment or transfer
of any such Letter of Credit or any L/C Disbursement thereunder, such Fronting
Bank's customary documentary and processing charges (collectively, the "Fronting
Bank Fees"). All L/C Participation Fees and Fronting Bank Fees that are payable
on a per annum basis shall be computed on the basis of the actual number of days
elapsed in a year of 360 days.

     (c) The Borrower agrees to pay to the Administrative Agent, for its own
account, the fees set forth in the Fee Letter dated as of February 3, 2003 at
the times specified therein (the "Administrative Agent Fees").

     (d) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that the Fronting Bank Fees shall be paid directly to
the Fronting Bank to which such Fees are owed. Once paid, none of the Fees shall
be refundable under any circumstances.

     (e) All voluntary prepayments of principal of Tranche I Term Loans and
Tranche II Term Loans pursuant to Section 2.12(a) and all mandatory prepayments
of principal of Tranche I Term Loans and Tranche II Term Loans required pursuant
to Section 2.12(c), in each case prior to the first anniversary of the Closing
Date, will be subject to payment to the Administrative Agent, for the ratable
account of each Lender with outstanding Tranche I Term Loans and/or Tranche II
Term Loans, of a fee in an amount equal to 1.00% of the aggregate principal
amount of such prepayment, provided that such prepayment fee shall be payable
only in respect of repayments of Term Loans in connection with a complete
refinancing of the Obligations under this Agreement (other than any complete
refinancing (i) occurring concurrently with a Change of Control, (ii) occurring
concurrently with the consummation of a substantial acquisition by the Borrower
or any of its subsidiaries of an unrelated third party or business that is not
permitted under this Agreement or (iii) whose primary purpose is not to obtain a
lower interest rate margin on the Term Loans). Such prepayment fees shall be due
and payable upon the date of any such prepayment.

     SECTION 2.06. Interest on Loans. (a) Subject to the provisions of Section
2.07, the Loans comprising each ABR Borrowing shall bear interest (computed on
the basis of the actual number of days elapsed over a year of 365 or 366 days,
as the case may be, when determined by reference to the Prime Rate and over a
year of 360 days at all other times) at a rate per annum equal to the Alternate
Base Rate plus the ABR Margin effective for such date as set forth on Schedule
A.

     (b) Subject to the provisions of Section 2.07, the Loans comprising each
Eurodollar Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 360 days) at a rate per annum equal to the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
LIBOR Margin effective for such date as set forth on Schedule A.

                                       42
<PAGE>

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

     SECTION 2.07. Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, by acceleration or otherwise, the Borrower shall on demand from
time to time pay interest, to the extent permitted by law, on such defaulted
amount for the period beginning on the date of such default up to (but not
including) the date of actual payment (after as well as before judgment) at a
rate per annum (computed on the basis of the actual number of days elapsed over
a year of 360 days) equal to the greater of (i) 2% per annum in excess of the
rate otherwise applicable to ABR Loans of the respective Tranche of Loans from
time to time and (y) the rate which is 2% in excess of the rate then borne by
such Loans.

     SECTION 2.08. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of the Loans comprising
such Borrowing are not generally available in the London interbank market, or
that the rates at which such dollar deposits are being offered will not
adequately and fairly reflect the cost to any Lender of making or maintaining
its Eurodollar Loan during such Interest Period, or that reasonable means do not
exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall,
as soon as practicable thereafter, give written or telecopy notice of such
determination to the Borrower and the Lenders. In the event of any such
determination, until the Administrative Agent shall have advised the Borrower
and the Lenders that the circumstances giving rise to such notice no longer
exist, any request by the Borrower for a Eurodollar Borrowing pursuant to
Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each
determination by the Administrative Agent hereunder shall be conclusive absent
manifest error.

     SECTION 2.09. Termination and Reduction of Commitments. (a) (i) The Tranche
I Term Loan Commitments and Tranche II Term Loan Commitments shall be
automatically and permanently terminated at 5:00 p.m., New York City time, on
the Closing Date. The Total Revolving Credit Commitment shall be automatically
and permanently terminated at 5:00 p.m., New York City time, on the Revolving
Credit Maturity Date.

     (ii) The Commitments (and the Term Commitments, Revolving Credit
Commitments, Swingline Loan Commitment and Revolving L/C Commitment of each
Lender) shall terminate in their entirety on February 21, 2003 unless the
Closing Date shall have occurred on or prior to such date.

     (b) Upon at least three Business Days' prior irrevocable written or
telecopy notice to the Administrative Agent, the Borrower may at any time in
whole permanently terminate, or from time to time in part permanently reduce,
any of the Term Commitments or the Revolving Credit Commitments; provided,
however, that (i) each partial reduction of any Commitments shall be in an


                                       43
<PAGE>

integral multiple of $1,000,000 and in a minimum amount of $2,000,000 (or, if
less, the remaining amount of the applicable Commitments) and (ii) the Total
Revolving Credit Commitment shall not be reduced to an amount that is less than
the Revolving Credit Exposure at the time.

     (c) Each reduction in the Commitments hereunder shall be made ratably among
the Lenders in accordance with their respective applicable Commitments. The
Borrower shall pay to the Administrative Agent for the account of the Lenders,
on the date of each termination or reduction, the Commitment Fees and, to the
extent applicable, L/C Participation Fees on the amount of the Commitments so
terminated or reduced accrued to but excluding the date of such termination or
reduction.

     SECTION 2.10. Conversion and Continuation of Term Borrowings. The Borrower
shall have the right at any time upon prior irrevocable notice to the
Administrative Agent (a) not later than 12:00 (noon), New York City time, one
Business Day prior to conversion, to convert any Eurodollar Term Borrowing into
an ABR Term Borrowing, (b) not later than 10:00 a.m., New York City time, three
Business Days prior to conversion or continuation, to convert any ABR Term
Borrowing into a Eurodollar Term Borrowing or to continue any Eurodollar Term
Borrowing as a Eurodollar Term Borrowing for an additional Interest Period, and
(c) not later than 10:00 a.m., New York City time, three Business Days prior to
conversion, to convert the Interest Period with respect to any Eurodollar Term
Borrowing to another permissible Interest Period, subject in each case to the
following:

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

          (ii) if less than all the outstanding principal amount of any Term
     Borrowing shall be converted or continued, then each resulting Term
     Borrowing shall satisfy the limitations specified in Sections 2.02(a) and
     (b) regarding the principal amount and maximum number of Borrowings of the
     relevant Type;

          (iii) each conversion shall be effected by each Lender by recording
     for the account of such Lender the new Term Loan of such Lender resulting
     from such conversion and reducing the Term Loan (or portion thereof) of
     such Lender being converted by an equivalent principal amount; accrued
     interest on a Term Loan (or portion thereof) being converted shall be paid
     by the Borrower at the time of conversion;

          (iv) if any Eurodollar Term Borrowing is converted at a time other
     than the end of the Interest Period applicable thereto, the Borrower shall
     pay, upon demand, any amounts due to the Lenders pursuant to Section 2.15;

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

          (vi) any portion of a Eurodollar Term Borrowing which cannot be
     converted into or continued as a Eurodollar Term Borrowing by reason of the


                                       44
<PAGE>

     immediately preceding clause shall be automatically converted at the end of
     the Interest Period in effect for such Borrowing into an ABR Term
     Borrowing;

          (vii) no Interest Period may be selected for any Eurodollar Term
     Borrowing that would end later than an Installment Date occurring on or
     after the first day of such Interest Period if, after giving effect to such
     selection, the aggregate outstanding amount of (A) the Eurodollar Term
     Borrowings made pursuant to the same Commitments with Interest Periods
     ending on or prior to such Installment Date and (B) the ABR Term Borrowings
     made pursuant to the same Commitments would not be at least equal to the
     principal amount of Term Borrowings made pursuant to the same Commitments
     to be paid on such Installment Date; and

          (viii) with respect to each Tranche, prior to the earlier of (i) the
     45th day after the Closing Date and (ii) the Syndication Date, conversions
     of ABR Loans into Eurodollar Loans may only be made if the conversion is
     effective on the fifth day after the Closing Date (or on the first day of a
     subsequent one month Interest Period as referenced in the parenthetical to
     the second proviso to Section 2.02(b)) and otherwise in accordance with
     Section 2.02(b).

     Each notice pursuant to this Section 2.10 shall be irrevocable and shall
refer to this Agreement and specify (i) the identity and amount of the Term
Borrowing that the Borrower requests be converted or continued, (ii) whether
such Term Borrowing is to be converted to or continued as a Eurodollar Borrowing
or an ABR Borrowing, (iii) if such notice requests a conversion, the date of
such conversion (which shall be a Business Day) and (iv) if such Term Borrowing
is to be converted to or continued as a Eurodollar Borrowing, the Interest
Period with respect thereto. If no Interest Period is specified in any such
notice with respect to any conversion to or continuation as a Eurodollar
Borrowing, the Borrower shall be deemed to have selected an Interest Period of
one month's duration. The Administrative Agent shall advise the other Lenders of
any notice given pursuant to this Section 2.10 and of each Lender's portion of
any converted or continued Term Borrowing. If the Borrower shall not have given
notice in accordance with this Section 2.10 to continue any Term Borrowing into
a subsequent Interest Period (and shall not otherwise have given notice in
accordance with this Section 2.10 to convert such Term Borrowing), such Term
Borrowing shall, at the end of the Interest Period applicable thereto (unless
repaid pursuant to the terms hereof), automatically be converted into an ABR
Borrowing.

     SECTION 2.11. Repayment of Term Borrowings. (a) (i) The Tranche I Term
Borrowings shall be payable as to principal in the amounts and on the dates set
forth below (each such date being called a "Tranche I Term Loan Installment
Date"):

                                                 Tranche I Term
                Date                                  Loan
                                                     Amount
          September 30, 2003                         $1,000,000
          December 31, 2003                          $1,000,000
          March 31, 2004                             $1,000,000
          June 30, 2004                              $1,000,000


                                       45
<PAGE>

          September 30, 2004                         $1,000,000
          December 31, 2004                          $1,000,000
          March 31, 2005                             $5,000,000
          June 30, 2005                              $5,000,000
          September 30, 2005                         $5,000,000
          December 31, 2005                          $5,000,000
          March 31, 2006                            $11,250,000
          June 30, 2006                             $11,250,000
          September 30, 2006                        $11,250,000
          December 31, 2006                         $11,250,000
          March 31, 2007                            $11,250,000
          June 30, 2007                             $11,250,000
          September 30, 2007                        $11,250,000
          December 31, 2007                         $11,250,000
          March 31, 2008                            $50,000,000
          June 30, 2008                             $50,000,000
          September 30, 2008                        $50,000,000
          December 31, 2008                         $50,000,000
          March 31, 2009                            $50,000,000
          June 30, 2009                             $50,000,000
          September 30, 2009                        $50,000,000
          December 31, 2009                         $50,000,000
          Term Loan Maturity Date                   $54,000,000

; notwithstanding the foregoing, all then outstanding principal of the Tranche I
Term Loans shall be due and payable on the Term Loan Maturity Date (even if same
occurs prior to one or more of the dates set forth in the table above).

     (ii) The Tranche II Term Borrowings shall be payable as to principal in the
amounts and on the dates set forth below (each such date being called a "Tranche
II Term Loan Installment Date" and, together with the Tranche I Term Loan
Installment Dates, the "Installment Dates"):

                                                 Tranche II Term
                Date                                  Loan
                                                     Amount
          September 30, 2003                          $250,000
          December 31, 2003                           $250,000
          March 31, 2004                              $250,000
          June 30, 2004                               $250,000
          September 30, 2004                          $250,000
          December 31, 2004                           $250,000
          March 31, 2005                            $1,250,000
          June 30, 2005                             $1,250,000
          September 30, 2005                        $1,250,000
          December 31, 2005                         $1,250,000


                                       46
<PAGE>

          March 31, 2006                            $1,250,000
          June 30, 2006                             $1,250,000
          September 30, 2006                        $1,250,000
          December 31, 2006                         $1,250,000
          March 31, 2007                            $1,250,000
          June 30, 2007                             $1,250,000
          September 30, 2007                        $1,250,000
          December 31, 2007                         $1,250,000
          March 31, 2008                            $8,750,000
          June 30, 2008                             $8,750,000
          September 30, 2008                        $8,750,000
          December 31, 2008                         $8,750,000
          March 31, 2009                            $8,750,000
          June 30, 2009                             $8,750,000
          September 30, 2009                        $8,750,000
          December 31, 2009                         $8,750,000
          Term Loan Maturity Date                   13,500,000

; notwithstanding the foregoing, all then outstanding principal of the Tranche
II Term Loans shall be due and payable on the Term Loan Maturity Date (even if
same occurs prior to one or more of the dates set forth in the table above).

     (b) Except as set forth in paragraphs (c), (d), and (e) below,

     (i) all Net Proceeds and Excess Cash Flow to be applied at any time to
prepay Term Borrowings pursuant to Sections 2.12(c) and (d), respectively, shall
be applied to the Tranche I Term Borrowings and Tranche II Term Borrowings
ratably in accordance with the respective principal amounts outstanding thereof;
and

     (ii) each prepayment of principal of the Term Borrowings pursuant to
Section 2.12(a) shall be applied to the Tranche I Term Borrowings and the
Tranche II Term Borrowings ratably in accordance with the respective outstanding
principal amounts thereof.

     (c) With respect to each repayment of Loans required by this Section 2.11
or made pursuant to the following Section 2.12, the Borrower may designate the
Types of Loans of the respective Tranche which are to be repaid and, in the case
of Eurodollar Borrowings, the specific Borrowing or Borrowings to be repaid,
provided that: (i) repayments of Eurodollar Borrowings which are not made on the
last day of an Interest Period applicable thereto shall be required to be
accompanied by the payment of all related amounts owing pursuant to Section
2.15; (ii) if any repayment of any Eurodollar Borrowing shall reduce the
outstanding amount of such Borrowing to an amount less than the minimum
Borrowing amount applicable thereto pursuant to Section 2.02(a), such Borrowing
shall be converted at the end of the then current Interest Period into an ABR
Borrowing; and (iii) each repayment of Loans made pursuant to a Borrowing shall
be applied pro rata among such Loans of all Lenders. In the absence of a
designation by the Borrower as described in the preceding sentence, the
Administrative Agent shall, subject to the above, make such designation in its
sole discretion.

                                       47
<PAGE>

     (d) All prepayments made pursuant to Sections 2.12(a) and (d) shall reduce
scheduled payments required under paragraph (a) above, of the respective
Tranches of Term Loans required to be repaid after the date of such prepayment,
in the scheduled order of maturity and all prepayments made pursuant to Section
2.12(c) shall reduce scheduled payments required under paragraph (a) above, of
the respective Tranches of Term Loans required to be repaid after the date of
such prepayment, on a pro rata basis. To the extent not previously paid, all
Term Borrowings shall be due and payable on the Term Loan Maturity Date. Each
payment of Borrowings pursuant to this Section 2.11 shall be accompanied by
accrued interest on the principal amount paid to but excluding the date of
payment.

     (e) Notwithstanding the provisions of paragraph (b) above, any mandatory
prepayments that would otherwise be made with the Net Proceeds from the issuance
of the New Senior Notes shall be applied, (i) first, until the Tranche II Term
Borrowings shall have been paid in full, to prepay Tranche II Term Borrowings,
and shall reduce scheduled payments in respect of such Borrowings under Section
2.11(a) after the date of any such prepayment in the scheduled order of
maturity, (ii) second, at the election of the Borrower, to repay up to
$25,000,000 in the aggregate of then outstanding Revolving Loans and/or
Swingline Loans (to the extent outstanding) without any corresponding reduction
to the Revolving Credit Commitments and (iii) third, to repay Tranche I Term
Loans.

     SECTION 2.12. Prepayment. (a) The Borrower shall have the right at any time
and from time to time to prepay any Borrowing, in whole or in part, upon at
least three Business Days' (or, in the case of a prepayment of ABR Loans, one
Business Day's) prior written or telecopy notice (or telephone notice promptly
confirmed by written or telecopy notice) to the Administrative Agent, before
11:00 a.m., New York City time; provided, however, that (i) each partial
prepayment (other than of a Swingline Loan) shall be in an amount that is an
integral multiple of $1,000,000 and not less than $5,000,000 (or, if less, the
aggregate outstanding amount under the applicable Tranche) and (ii) each
prepayment of Term Borrowings shall be applied as set forth in paragraphs (b),
(c), (d) and (e) of Section 2.11. Each prepayment of Term Loans made in
connection with a refinancing of the Obligations under this Agreement prior to
the first anniversary of the Closing Date (to the extent required by Section
2.05(e)) shall be subject to the payment of the fee described in Section
2.05(e).

     (b) In the event of any termination of the Revolving Credit Commitments,
the Borrower shall on the date of such termination repay or prepay all its
outstanding Swingline Loans and Revolving Credit Borrowings, reduce the
Revolving L/C Exposure to zero and cause all Letters of Credit to be canceled
and returned to the respective Fronting Bank. In the event of any partial
reduction of the Revolving Credit Commitments, then (i) at or prior to the
effective date of such reduction, the Administrative Agent shall notify the
Borrower, the Swingline Lender and the Revolving Credit Lenders of the Aggregate
Revolving Credit Exposure and (ii) if the Aggregate Revolving Credit Exposure
would exceed the Total Revolving Credit Commitment after giving effect to such
reduction, then the Borrower shall, on the date of such reduction, repay or
prepay Swingline Loans and Revolving Credit Borrowings, or reduce the Revolving
L/C Exposure, in an aggregate amount sufficient to eliminate such excess.
Notwithstanding the foregoing, on the date of any termination or reduction of
the Revolving Credit Commitments pursuant to Section 2.09, the Borrower shall
pay or prepay so much of, first, the Swingline Loans and, second, the Revolving
Credit Borrowings as shall be necessary in order that the Aggregate Revolving


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Credit Exposure will not exceed the Total Revolving Credit Commitment after
giving effect to such termination or reduction.

     (c) The Borrower shall apply all Net Proceeds promptly upon receipt thereof
by Holdings, the Borrower or any of their Subsidiaries to prepay Term Borrowings
in accordance with paragraphs (b), (c), (d) and (e) of Section 2.11. Mandatory
repayments of Term Loans made in connection with a refinancing of the
Obligations under this Agreement prior to the first anniversary of the Closing
Date (to the extent required by Section 2.05(e)) shall be subject to the payment
of the fee described in Section 2.05(e).

     (d) Not later than 90 days after the end of each Excess Cash Flow Period,
the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period
and shall apply 50% of such Excess Cash Flow to prepay Term Borrowings in
accordance with paragraphs (b), (c) and (d) of Section 2.11, provided that if,
at the time of such prepayment, the Net Leverage Ratio is less than 3.50 to 1.00
(as established pursuant to the certificate last delivered (or required to be
delivered) pursuant to Section 5.04(c)), the Borrower shall not be required to
apply any of such Excess Cash Flow to prepay such Borrowings. Not later than the
date on which the Borrower is required to deliver financial statements with
respect to the end of each Excess Cash Flow Period under Section 5.04(a), the
Borrower will deliver to the Administrative Agent a certificate signed by a
Financial Officer of the Borrower setting forth the amount, if any, of Excess
Cash Flow for such fiscal year and the calculation thereof in reasonable detail.

     (e) In addition to any other mandatory prepayments pursuant to this Section
2.12, on each date after the Closing Date upon which a mandatory prepayment of
Term Loans pursuant to Section 2.12(c) and/or (d) is required (and exceeds in
amount the aggregate principal amount of Term Loans then outstanding) or would
be required if Term Loans were then outstanding, the amount required to be
applied pursuant to this Section 2.12 (determined as if an unlimited amount of
Term Loans were actually outstanding) in excess of the aggregate principal
amount of Term Loans then outstanding shall be applied to promptly repay then
outstanding Revolving Loans and/or Swingline Loans (to the extent outstanding)
without any corresponding reduction to the Revolving Credit Commitments.

     (f) Each notice of prepayment or reduction pursuant to this Section 2.12
shall specify the prepayment date and the principal amount of each Borrowing (or
portion thereof) to be prepaid, shall be irrevocable and shall commit the
Borrower to prepay such Borrowing by the amount stated therein on the date
stated therein. All prepayments under this Section 2.12 shall (x) be made in
accordance with the provisions of Section 2.11(c) and (y) be subject to Section
2.15 but otherwise without premium or penalty. All prepayments under this
Section 2.12 shall be accompanied by accrued interest on the principal amount
being prepaid to but excluding the date of payment.

     (g) In the event the amount of any prepayment required to be made above
under this Section 2.12 shall exceed the aggregate principal amount of the ABR
Loans outstanding under the respective Tranche required to be prepaid (the
amount of any such excess being called the "Excess Amount"), the Borrower shall
have the right, in lieu of making such prepayment in full, to prepay all the
outstanding applicable ABR Loans and to deposit an amount equal to the Excess
Amount with the Collateral Agent in a cash collateral account maintained


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(pursuant to documentation reasonably satisfactory to the Administrative Agent)
by and in the sole dominion and control of the Collateral Agent. Any amounts so
deposited shall be held by the Collateral Agent as collateral for the
Obligations and applied to the prepayment of the applicable Eurodollar Loans at
the end of the current Interest Periods applicable thereto. On any Business Day
on which (i) collected amounts remain on deposit in or to the credit of such
cash collateral account after giving effect to the payments made on such day
pursuant to this Section 2.12(g) and (ii) the Borrower shall have delivered to
the Collateral Agent a written request or a telephonic request (which shall be
promptly confirmed in writing) that such remaining collected amounts be invested
in the Permitted Investments specified in such request, the Collateral Agent
shall use its reasonable efforts to invest such remaining collected amounts in
such Permitted Investments; provided, however, that the Collateral Agent shall
have continuous dominion and full control over any such investments (and over
any interest that accrues thereon) to the same extent that it has dominion and
control over such cash collateral account and no Permitted Investment shall
mature after the end of the Interest Period for which it is to be applied. The
Borrower shall not have the right to withdraw any amount from such cash
collateral account until the applicable Eurodollar Loans and accrued interest
thereon are paid in full or if a Default or Event of Default then exists or
would result.

     SECTION 2.13. Reserve Requirements; Change in Circumstances. (a)
Notwithstanding any other provision herein, if after the date of this Agreement
any change in applicable law or regulation or in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof (whether or not having the force of
law) shall change the basis of taxation of payments to any Lender or Fronting
Bank in respect of any Letter of Credit or of the principal of or interest on
any Eurodollar Loan made by such Lender or any Fees or other amounts payable
hereunder (other than changes in respect of (i) taxes imposed on the overall net
income of such Lender or Fronting Bank by the jurisdiction in which such Lender
or Fronting Bank has its principal office or by any political subdivision or
taxing authority therein and (ii) any Taxes described in Section 2.19), or shall
impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets or deposits with or for the account of or credit
extended by or, in the case of the Letters of Credit, participated in by such
Lender (except any such reserve requirement which is reflected in the Adjusted
LIBO Rate) or Fronting Bank or shall impose on such Lender or Fronting Bank or
the interbank Eurodollar market any other condition affecting this Agreement,
any Letter of Credit (or any participation with respect thereto), the Revolving
L/C Exposure or any Eurodollar Loans of such Lender or Fronting Bank, and the
result of any of the foregoing shall be to increase the cost to such Lender or
Fronting Bank of making or maintaining its Revolving L/C Exposure or any
Eurodollar Loan (or, in the case of the Fronting Bank, of making any payment
under any Letter of Credit) or to reduce the amount of any sum received or
receivable by such Lender or Fronting Bank hereunder (whether of principal,
interest or otherwise) by an amount deemed by such Lender or Fronting Bank to be
material, then from time to time the Borrower will pay to such Lender or
Fronting Bank upon demand such additional amount or amounts as will compensate
such Lender or Fronting Bank for such additional costs incurred or reduction
suffered.

     (b) If any Lender or Fronting Bank shall have determined that the adoption
after the date hereof of any law, rule, regulation or guideline regarding
capital adequacy, or any change after the date hereof in any of the foregoing or


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<PAGE>

in the interpretation or administration of any of the foregoing by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or any
lending office of such Lender) or Fronting Bank or any Lender's or Fronting
Bank's holding company with any request or directive regarding capital adequacy
(whether or not having the force of law) made or issued after the date hereof by
any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on such Lender's or Fronting Bank's
capital or on the capital of such Lender's or Fronting Bank's holding company,
if any, as a consequence of this Agreement or its obligations pursuant hereto to
a level below that which such Lender or Fronting Bank or such Lender's or
Fronting Bank's holding company would have achieved but for such adoption,
change or compliance (taking into consideration such Lender's or Fronting Bank's
policies and the policies of such Lender's or Fronting Bank's holding company
with respect to capital adequacy) by an amount deemed by such Lender or Fronting
Bank to be material, then from time to time the Borrower shall pay to such
Lender or Fronting Bank upon demand such additional amount or amounts as will
compensate such Lender or Fronting Bank or such Lender's or Fronting Bank's
holding company for any such reduction suffered.

     (c) A certificate of each Lender or Fronting Bank setting forth such amount
or amounts as shall be necessary to compensate such Lender or Fronting Bank or
its holding company as specified in paragraph (a) or (b) above, as the case may
be, shall be delivered to the Borrower through the Administrative Agent and
shall be conclusive absent manifest error. The Borrower shall pay each Lender or
Fronting Bank the amount shown as due on any such certificate delivered by it
within 10 days after its receipt of the same.

     (d) In the event any Lender or any Fronting Bank delivers a notice pursuant
to paragraph (e) below, the Borrower may require, at the Borrower's expense and
subject to Section 2.15, such Lender or such Fronting Bank to assign, at par
plus accrued interest and fees, without recourse (in accordance with Section
9.04) all its interests, rights and obligations hereunder (including, in the
case of a Lender, all of its Commitments and the Loans at the time owing to it
and participations in Letters of Credit held by it and its obligations to
acquire such participations) to a financial institution specified by the
Borrower, provided that (i) such assignment shall not conflict with or violate
any law, rule or regulation or order of any court or other Governmental
Authority, (ii) the Borrower shall have received the written consent of the
Administrative Agent (which consent shall not be unreasonably withheld) and such
Fronting Bank to such assignment, (iii) the Borrower shall have paid to the
assigning Lender or the Fronting Bank all moneys accrued and owing hereunder to
it (including pursuant to this Section 2.13) and (iv) in the case of a required
assignment by any Fronting Bank, all outstanding Letters of Credit issued by
such Fronting Bank shall be canceled and returned to such Fronting Bank.

     (e) Promptly after any Lender or any Fronting Bank has determined, in its
sole judgment, that it will make a request for increased compensation pursuant
to this Section 2.13, such Lender or Fronting Bank will notify the Borrower
thereof. Failure on the part of any Lender or Fronting Bank so to notify the
Borrower or to demand compensation for any increased costs or reduction in
amounts received or receivable or reduction in return on capital with respect to
any period shall not constitute a waiver of such Lender's or Fronting Bank's
right to demand compensation with respect to such period or any other period,
provided that the Borrower shall not be under any obligation to compensate any
Lender or Fronting Bank under paragraph (b) above with respect to increased


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<PAGE>

costs or reductions with respect to any period prior to the date that is six
months prior to such request if such Lender or Fronting Bank knew or could
reasonably have been expected to be aware of the circumstances giving rise to
such increased costs or reductions and of the fact that such circumstances would
in fact result in a claim for increased compensation by reason of such increased
costs or reductions and provided further, that the foregoing limitation shall
not apply to any increased costs or reductions arising out of the retroactive
application of any law, regulation, rule, guideline or directive as aforesaid
within such six month period. The protection of this Section 2.13 shall be
available to each Lender and Fronting Bank regardless of any possible contention
as to the invalidity or inapplicability of the law, rule, regulation, guideline
or other change or condition which shall have occurred or been imposed.

     SECTION 2.14. Change in Legality. (a) Notwithstanding any other provision
herein, if the adoption of or any change in any law or regulation or in the
interpretation thereof by any Governmental Authority charged with the
administration or interpretation thereof shall make it unlawful for any Lender
to make or maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written notice
to the Borrower and to the Administrative Agent, such Lender may:

          (i) declare that Eurodollar Loans will not thereafter be made by such
     Lender hereunder, whereupon any request by the Borrower for a Eurodollar
     Borrowing shall, as to such Lender only, be deemed a request for an ABR
     Loan unless such declaration shall be subsequently withdrawn; and

          (ii) require that all outstanding Eurodollar Loans made by it be
     converted to ABR Loans, in which event all such Eurodollar Loans shall be
     automatically converted to ABR Loans as of the effective date of such
     notice as provided in paragraph (b) below.

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

     (b) For purposes of this Section 2.14, a notice to the Borrower by any
Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day
of the Interest Period currently applicable to such Eurodollar Loan; in all
other cases such notice shall be effective on the date of receipt by the
Borrower.

     SECTION 2.15. Indemnity. The Borrower shall indemnify each Lender against
any loss or expense (other than taxes) that such Lender may sustain or incur as
a consequence of (a) any failure by the Borrower to fulfill on the date of any
Borrowing or proposed Borrowing hereunder the applicable conditions set forth in
Article IV, (b) any failure by the Borrower to borrow or to refinance, convert
or continue any Loan hereunder after irrevocable notice of such Borrowing,
refinancing, conversion or continuation has been given pursuant to Section 2.03
or 2.10, (c) any payment, prepayment or conversion of a Eurodollar Loan required
by any other provision of this Agreement or otherwise made or deemed made on a


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<PAGE>

date other than the last day of the Interest Period applicable thereto, (d) any
default in payment or prepayment of the principal amount of any Loan or any part
thereof or interest accrued thereon, as and when due and payable (at the due
date thereof, whether by scheduled maturity, acceleration, irrevocable notice of
prepayment or otherwise) or (e) the occurrence of any Event of Default,
including, in each such case, any loss or reasonable expense sustained or
incurred or to be sustained or incurred in liquidating or employing deposits
from third parties acquired to effect or maintain such Loan or any part thereof
as a Eurodollar Loan. Such loss or reasonable expense shall exclude loss of
margin hereunder but shall include an amount equal to the excess, if any, as
reasonably determined by such Lender, of (i) its cost of obtaining the funds for
the Loan being paid, prepaid, converted or not borrowed, converted or continued
(assumed to be the Adjusted LIBO Rate applicable thereto) for the period from
the date of such payment, prepayment, conversion or failure to borrow, convert
or continue to the last day of the Interest Period for such Loan (or, in the
case of a failure to borrow, convert or continue, the Interest Period for such
Loan which would have commenced on the date of such failure) over (ii) the
amount of interest (as reasonably determined by such Lender) that would be
realized by such Lender in reemploying the funds so paid, prepaid, converted or
not borrowed, converted or continued for such period or Interest Period, as the
case may be. A certificate of any Lender setting forth any amount or amounts
that such Lender is entitled to receive pursuant to this Section 2.15 (and the
reasons therefor) shall be delivered to the Borrower through the Administrative
Agent and shall be conclusive absent manifest error.

     SECTION 2.16. Pro Rata Treatment. Except as required under Section 2.14 and
subject to Section 2.11, each Borrowing, each payment or prepayment of principal
of any Borrowing, each payment of interest on the Loans, each reimbursement of
L/C Disbursements, each payment of the Commitment Fees or L/C Participation
Fees, each reduction of the Term Commitments or the Revolving Credit Commitments
and each refinancing of any Borrowing with, conversion of any Borrowing to or
continuation of any Borrowing as a Borrowing of any Type shall be allocated
(except in the case of Swingline Loans) pro rata among the Lenders in accordance
with their respective applicable Commitments (or, if such Commitments shall have
expired or been terminated, in accordance with the respective principal amounts
of their applicable outstanding Loans or participations in L/C Disbursements, as
applicable). Each Lender agrees that in computing such Lender's portion of any
Borrowing or L/C Disbursement, the Administrative Agent may, in its discretion,
round each Lender's percentage of such Borrowing or L/C Disbursement, computed
in accordance with Section 2.01, to the next higher or lower whole dollar
amount.

     SECTION 2.17. Sharing of Setoffs. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower or pursuant to a secured claim under Section 506 of Title 11 of the
United States Code or other security or interest arising from, or in lieu of,
such secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means, obtain
payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as
a result of which the unpaid principal portion of its Loans or L/C Disbursements
made pursuant to any Commitment (or, after acceleration of the Loans pursuant to
Article VII, applicable to any Loan or L/C Disbursement) shall be


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<PAGE>

proportionately less than the unpaid principal portion of the Loans or L/C
Disbursements of any other Lender made pursuant to such Commitments (or, after
acceleration of the Loans pursuant to Article VII, applicable to any Loan or L/C
Disbursement), it shall be deemed simultaneously to have purchased from such
other Lender at face value, and shall promptly pay to such other Lender the
purchase price for, an interest in the Loans or L/C Disbursements of such other
Lender, so that the aggregate unpaid principal amount of the Loans or L/C
Disbursements and interests in Loans or L/C Disbursements held by each such
Lender shall be in the same proportion to the aggregate unpaid principal amount
of all Loans or L/C Disbursements then outstanding under such Commitments as the
principal amount of its Loans or L/C Disbursements under such Commitments prior
to such exercise of banker's lien, setoff or counterclaim or other event was to
the principal amount of all such Loans or L/C Disbursements outstanding prior to
such exercise of banker's lien, setoff or counterclaim or other event; provided,
however, that, if any such purchase or purchases or adjustments shall be made
pursuant to this Section 2.17 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be
rescinded to the extent of such recovery and the purchase price or prices or
adjustment restored without interest. The Borrower expressly consents to the
foregoing arrangements and agrees that any Lender holding an interest in a Loan
or L/C Disbursement deemed to have been so purchased may exercise any and all
rights of banker's lien, setoff or counterclaim with respect to any and all
moneys owing by the Borrower to such Lender by reason thereof as fully as if
such Lender had made a Loan directly to, or L/C Disbursement directly for the
benefit of, the Borrower in the amount of such interest.

     SECTION 2.18. Payments. (a) The Borrower shall make each payment without
setoff or counterclaim (including principal of or interest on any Borrowing or
L/C Disbursement or any Fees or other amounts) required to be made by it
hereunder and under any other Loan Document not later than 12:00 noon, New York
City time, on the date when due in Dollars to the Administrative Agent at its
offices at 31 West 52nd Street, New York, New York, Attention: Deal
Administrator, in immediately available funds. The Administrative Agent shall
distribute such payments to the Lenders and/or the respective Fronting Bank
promptly upon receipt in like funds as received.

     (b) Whenever any payment (including principal of or interest on any
Borrowing or L/C Disbursement or any Fees or other amounts) hereunder or under
any other Loan Document shall become due, or otherwise would occur, on a day
that is not a Business Day, such payment may be made on the next succeeding
Business Day (except in the case of payment of principal of a Eurodollar
Borrowing if the effect of such extension would be to extend such payment into
the next succeeding month, in which event such payment shall be due on the
immediately preceding Business Day), and such extension of time shall in such
case be included in the computation of interest or Fees, if applicable.

     SECTION 2.19. Taxes. (a) Any and all payments by the Borrower to the
Administrative Agent, any Fronting Bank or the Lenders hereunder or under the
other Loan Documents shall be made, in accordance with Section 2.18, free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding (i) in the case of each Lender, each Fronting Bank and the
Administrative Agent, taxes that would not be imposed but for a connection
between such Lender, such Fronting Bank or the Administrative Agent (as the case
may be) and the jurisdiction imposing such tax, other than a connection arising
solely by virtue of the activities of such Lender, such Fronting Bank or the
Administrative Agent (as the case may be) pursuant to or in respect of this


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Agreement or under any other Loan Document, including entering into, lending
money or extending credit pursuant to, receiving payments under, or enforcing,
this Agreement or any other Loan Document, and (ii) in the case of each Lender,
each Fronting Bank and the Administrative Agent, any withholding taxes payable
with respect to any payments made hereunder or under the other Loan Documents
under laws (including any statute, treaty, ruling, determination or regulation)
in effect on the Initial Date (as hereinafter defined) applicable to such
Lender, such Fronting Bank or the Administrative Agent, as the case may be, on
such date but not excluding any withholding taxes payable solely as a result of
any change in such laws occurring after the Initial Date (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). For purposes of this Section 2.19, the term
"Initial Date" shall mean (i) in the case of the Administrative Agent, any
Fronting Bank or any Lender, the date on which such person became a party to
this Agreement and (ii) in the case of any assignment, including any assignment
by a Lender or a Fronting Bank to a new lending office, the date of such
assignment. If any Taxes shall be required by law to be deducted from or in
respect of any sum payable hereunder or under any other Loan Document to any
Lender, any Fronting Bank or the Administrative Agent, (i) the sum payable by
the Borrower shall be increased as may be necessary so that after making all
required deductions for Taxes (including deductions for Taxes applicable to
additional sums payable under this Section 2.19) such Lender, such Fronting Bank
or the Administrative Agent, as the case may be, receives an amount equal to the
sum it would have received had no such deductions for Taxes been made, (ii) the
Borrower shall make such deductions and (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law. The Borrower shall not, however, be required to
pay any amounts pursuant to clause (i) of the preceding sentence to any Lender,
any Fronting Bank or the Administrative Agent not organized under the laws of
the United States of America or a state thereof if such Lender, such Fronting
Bank or the Administrative Agent fails to comply with the requirements of
paragraph (f) or (g), as the case may be, and paragraph (h) of this Section
2.19.

     (b) In addition, the Borrower agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies which arise from the execution, delivery or registration of, or otherwise
with respect to, this Agreement or any other Loan Document (hereinafter referred
to as "Other Taxes").

     (c) The Borrower will indemnify each Lender, each Fronting Bank and the
Administrative Agent for the full amount of Taxes and Other Taxes (including any
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.19) paid by such Lender, Fronting Bank or the Administrative Agent, as
the case may be, and any liability (including penalties, interest and expenses
including reasonable attorney's fees and expenses) arising therefrom or with
respect thereto whether or not such Taxes or Other Taxes were correctly or
legally asserted. A certificate as to the amount of such payment or liability
prepared by a Lender (or transferee), a Fronting Bank or the Administrative
Agent, absent manifest error, shall be final, conclusive and binding for all
purposes, provided that if the Borrower reasonably believes that such Taxes were
not correctly or legally asserted, such Lender, such Fronting Bank or the
Administrative Agent, as the case may be shall use reasonable efforts to
cooperate with the Borrower to obtain a refund of such Taxes or Other Taxes.
Such indemnification shall be made within 10 days after the date any Lender, any
Fronting Bank or the Administrative Agent, as the case may be, makes written
demand therefor. If a Lender, a Fronting Bank or the Administrative Agent shall


                                       55
<PAGE>

become aware that it is entitled to receive a refund in respect of Taxes or
Other Taxes, it shall promptly notify the Borrower of the availability of such
refund and shall, within 30 days after receipt of a request by the Borrower,
pursue or timely claim such refund at the Borrower's expense. If any Lender, any
Fronting Bank or the Administrative Agent receives a refund in respect of any
Taxes or Other Taxes for which such Lender, such Fronting Bank or the
Administrative Agent has received payment from the Borrower hereunder, it shall
promptly repay such refund (plus any interest received) to the Borrower (but
only to the extent of indemnity payments made, or additional amounts paid, by
the Borrower under this Section 2.19 with respect to the Taxes or Other Taxes
giving rise to such refund), provided that the Borrower, upon the request of
such Lender, such Fronting Bank or the Administrative Agent, agrees to return
such refund (plus any penalties, interest or other charges required to be paid)
to such Lender, such Fronting Bank or the Administrative Agent in the event such
Lender, such Fronting Bank or the Administrative Agent is required to repay such
refund to the relevant taxing authority.

     (d) Within 30 days after the date of any payment of Taxes or Other Taxes
withheld by the Borrower in respect of any payment to any Lender, any Fronting
Bank or the Administrative Agent, the Borrower will furnish to the
Administrative Agent, at its address referred to in Section 9.01, the original
or a certified copy of a receipt evidencing payment thereof.

     (e) Without prejudice to the survival of any other agreement contained
herein, the agreements and obligations contained in this Section 2.19 shall
survive the payment in full of principal and interest hereunder, the expiration
of the Letters of Credit and the termination of the Commitments.

     (f) In the case of any Borrowing by, or L/C Disbursement for the benefit
of, the Borrower, this paragraph (f) shall apply. Each Lender, each Fronting
Bank and the Administrative Agent that is not organized under the laws of the
United States of America or a state thereof agrees that at least 10 days prior
to the first Interest Payment Date following the Initial Date in respect of such
Fronting Bank or such Lender, it will deliver to the Borrower and the
Administrative Agent (if appropriate) two duly completed copies of either (i)
United States Internal Revenue Service Form W-8BEN or W-8ECI or successor
applicable form, as the case may be, certifying in each case that such Fronting
Bank, such Lender or the Administrative Agent, as the case may be, is entitled
to receive payments under this Agreement and the other Loan Documents payable to
it without deduction or withholding of any United States federal income taxes
and backup withholding taxes or is entitled to receive such payments at a
reduced rate pursuant to a treaty provision or (ii) in the case of a Lender that
is not a "bank" within the meaning of Section 881(c)(3) of the Code, deliver to
the Borrower and the Administrative Agent (I) a statement under penalties of
perjury that such Lender (w) is not a "bank" under Section 881(c)(3)(A) of the
Code, is not subject to regulatory or other legal requirements as a bank in any
jurisdiction, and has not been treated as a bank for purposes of any tax,
securities law or other filing or submission made to any Governmental Authority,
any application made to a rating agency or qualification for any exemption from
tax, securities law or other legal requirements, (x) is not a 10-percent
shareholder within the meaning of Section 881(c)(3)(B) of the Code, (y) is not a
controlled foreign corporation receiving interest from a related person within
the meaning of Section 881(c)(3)(c) of the Code and (z) is not a "conduit
entity" within the meaning of U.S. Treasury Regulations Section 1.881-3 and (II)
an Internal Revenue Service Form W-8BEN. Such Lender shall certify (i) in the


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case of a Form W-8BEN or W-8ECI (or a successor form), that it is entitled to
receive payments under this Agreement without deduction or withholding of any
United States Federal income taxes or is entitled to receive such payments at a
reduced rate pursuant to a treaty provision and (ii) in the case of a Form W-8,
that it is entitled to an exemption from United States backup withholding tax.
In addition, such Lender, such Fronting Bank and the Administrative Agent shall
(I) deliver to the Borrower and the Administrative Agent a further copy of said
Form W-8BEN or W-8ECI, or any successor applicable form or other manner of
certification on or before the date that any such Form W-8BEN or W-8ECI expires
or becomes obsolete or after the occurrence of any event requiring a change in
the most recent form previously delivered by such Lender, such Fronting Bank or
the Administrative Agent; and (II) obtain such extensions of time for filing and
complete such forms or certifications as may be reasonably requested by the
Borrower or the Administrative Agent; unless in any such case an event
(including, without limitation, any change in treaty, law or regulation or in
the official interpretation thereof by a relevant taxing authority) has occurred
prior to the date on which any such delivery would otherwise be required which
renders any such forms inapplicable or which would prevent such Lender, such
Fronting Bank or the Administrative Agent from duly completing and delivering
any such form with respect to it and such Lender so advises the Borrower and the
Administrative Agent. Each Person that shall become a participant pursuant to
Section 9.04 shall, upon the effectiveness of the related transfer, be required
to provide all the forms and statements required pursuant to this paragraph (f)
to the Lender from which the related participation shall have been purchased.
Unless the Borrower and the Administrative Agent have received forms,
certificates and other documents required by this Section 2.19(f) indicating
that payments hereunder or under this Agreement, any other Loan Document or the
Letters of Credit to or for any Fronting Bank or Lender not incorporated or
organized under the laws of the United States or a state thereof are not subject
to United States withholding tax or are subject to such tax at a rate reduced by
an applicable tax treaty, the Borrower or the Administrative Agent shall
withhold such taxes from such payments at the applicable statutory rate.

     (g) Any Fronting Bank and any Lender claiming any additional amounts
payable pursuant to this Section 2.19 shall use reasonable efforts (consistent
with legal and regulatory restrictions) to file any certificate or document
requested in writing by the Borrower or to change the jurisdiction of its
applicable lending office, if the making of such a filing or change would avoid
the need for or reduce the amount of any such additional amounts which would be
payable or may thereafter accrue and would not, in the sole determination of
such Fronting Bank or such Lender, be otherwise disadvantageous to such Fronting
Bank or such Lender.

     (h) Nothing contained in this Section 2.19 shall require any Lender or any
Fronting Bank or the Administrative Agent to make available any of its tax
returns (or any other information that it deems to be confidential or
proprietary).

     SECTION 2.20. Letters of Credit. (a) Letters of Credit. (i) General. The
Borrower may request the issuance of a Standby Letter of Credit or a Commercial
Letter of Credit by delivering notice in the form of Exhibit C hereto (each a
"Letter of Credit Request"), appropriately completed, for the account of the
Borrower at any time and from time to time while the Revolving Credit
Commitments remain in effect and prior to the tenth day preceding the Revolving
Credit Maturity Date. This Section 2.20 shall not be construed to impose an


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<PAGE>

obligation upon any Fronting Bank to issue any Letter of Credit that is
inconsistent with the terms and conditions of this Agreement or that would
result in there existing Letters of Credit in an aggregate stated amount at any
time in excess of $50,000,000.

     (ii) Notice of Issuance, Amendment; Certain Conditions. In order to request
the issuance of a Letter of Credit, the Borrower shall deliver to the applicable
Fronting Bank and the Administrative Agent (reasonably in advance of the
requested date of issuance) a written request (including by way of facsimile) in
the form of Exhibit C hereto, requesting the issuance of such Letter of Credit
in Dollars and on a sight basis. Each such request shall specify the date of
issuance, the date on which such Letter of Credit is to expire (which shall
comply with paragraph (iii) below, the amount of the Letter of Credit to be
issued, the name and address of the account party (which shall be the Borrower)
and the beneficiary thereof and such other information as shall be necessary to
issue such Letter of Credit. In order to request the amendment of an existing
Letter of Credit, the Borrower shall deliver to the applicable Fronting Bank and
the Administrative Agent (reasonably in advance of the requested date of
amendment), a written and signed request, (including by way of facsimile) on the
Borrower's letterhead specifying the Letter of Credit number to be amended, the
nature of the amendment and such other information as shall be necessary to
amend such Letter of Credit. Each Letter of Credit shall be issued or amended
subject to the terms and conditions and relying on the representations and
warranties of Holdings and the Borrower set forth herein, and in any case only
if, and upon issuance or amendment of each Letter of Credit the Borrower shall
be deemed to represent and warrant that, after giving effect to such issuance or
amendment the Aggregate Revolving Credit Exposure shall not exceed the Total
Revolving Credit Commitment in effect at such time.

     (iii) Expiration Date. Each Standby Letter of Credit shall expire at the
close of business on the earlier of the date one year after the date of the
issuance of such Standby Letter of Credit (although any such Standby Letter of
Credit may be automatically extendable for successive periods of up to one year,
but not beyond the fifth Business Day prior to the Revolving Credit Maturity
Date) and the date that is five Business Days prior to the Revolving Credit
Maturity Date and each Commercial Letter of Credit shall expire at the close of
business on the earlier of the date 180 days after the date of issuance of such
Commercial Letter of Credit and the date that is ten Business Days prior to the
Revolving Credit Maturity Date, unless such Letter of Credit expires by its
terms on an earlier date, provided that a Letter of Credit shall not be issued
(nor shall a Letter of Credit be amended, renewed or extended) that would result
in the Aggregate Revolving Credit Exposure exceeding the Total Revolving Credit
Commitment in effect at such time. Compliance with the foregoing proviso shall
be determined based upon the assumption that (A) each Letter of Credit remains
outstanding and undrawn in accordance with its terms until its expiration date
(taking into account any rights of renewal or extension that do not require
written notice by or consent of any Fronting Bank, in its sole discretion, in
order to effect such renewal or extension) and (B) the Revolving Credit
Commitments will not be reduced pursuant to Section 2.09.

     (iv) Participations. By the issuance of a Letter of Credit and without any
further action on the part of such Fronting Bank or the Revolving Credit
Lenders, such Fronting Bank will grant to each Revolving Credit Lender, and each
such Lender will acquire from such Fronting Bank, a participation in such Letter
of Credit equal to such Revolving Credit Lender's Applicable Percentage of the
aggregate amount available to be drawn under such Letter of Credit, effective


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<PAGE>

upon the issuance of such Letter of Credit. In consideration and in furtherance
of the foregoing, each Revolving Credit Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of
such Fronting Bank, such Revolving Credit Lender's Applicable Percentage of each
L/C Disbursement made by such Fronting Bank under such Letter of Credit and not
reimbursed by the Borrower (or, if applicable, another party pursuant to its
obligations under any other Loan Document) on or before the next Business Day as
provided in paragraph (v) below. Each Revolving Credit Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or an Event of Default, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever, provided that nothing in this Agreement shall be construed to excuse
any Fronting Bank from liability to the Revolving Credit Lenders caused by the
gross negligence or willful misconduct of such Fronting Bank. The Existing
Letters of Credit shall, for the purposes of this Section 2.20(a)(iv) and
Section 2.05(b), be deemed to have been issued hereunder on the Closing Date.

     (v) Reimbursement. If any Fronting Bank shall make any L/C Disbursement in
respect of a Letter of Credit, the Borrower shall pay to the Administrative
Agent, on or before the Business Day immediately following the date of such L/C
Disbursement, an amount equal to such L/C Disbursement. If the Borrower shall
fail to pay any amount required to be paid under this paragraph on or before
such Business Day (or to cause payment thereof when due pursuant to a Revolving
Credit Borrowing), then (A) such unpaid amount shall bear interest, for each day
from and including such Business Day to but excluding the date of payment, at a
rate per annum equal to the interest rate applicable to overdue ABR Loans that
are Revolving Credit Loans pursuant to Section 2.07 (provided that the 2.00%
margin referred to therein shall not be applicable until the first Business Day
after the Borrower receives notice from the Administrative Agent that such L/C
Disbursement has been or will be made), (B) the Administrative Agent shall
notify the respective Fronting Bank and the Revolving Credit Lenders thereof,
(C) each Revolving Credit Lender shall comply with its obligation under
paragraph (iv) above by wire transfer of immediately available funds, in the
same manner as provided in Section 2.02(c) with respect to Loans made by such
Revolving Credit Lender (and Section 2.02(d) shall apply, mutatis mutandis, to
the payment obligations of the Revolving Credit Lenders) and (D) the
Administrative Agent shall promptly pay to the respective Fronting Bank amounts
so received by it from the Revolving Credit Lenders. The Administrative Agent
shall promptly pay to the respective Fronting Bank on a pro rata basis with
respect to outstanding L/C Disbursements any amounts received by it from the
Borrower (or, if applicable, another party pursuant to its obligations under any
other Loan Document) pursuant to this paragraph prior to the time that any
Revolving Credit Lender makes any payment pursuant to paragraph (iv) above; any
such amounts received by the Administrative Agent thereafter shall be promptly
remitted by the Administrative Agent to the Revolving Credit Lenders that shall
have made such payments and to such Fronting Bank, as their interests may
appear.

     (vi) Promptly after the issuance of or amendment to any Standby Letter of
Credit, the respective Fronting Bank will notify the Administrative Agent and
the Borrower, in writing, of such issuance or amendment and the notice will be
accompanied by a copy of the issuance or amendment. Promptly upon receipt of
such notice, the Administrative Agent shall notify each Lender, in writing, of
the issuance or amendment and if requested to do so by a Lender, the


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Administrative Agent shall provide such Lender with a copy of the issuance or
amendment. With regards to Commercial Letters of Credit, each Fronting Bank
which has issued one or more Commercial Letters of Credit will send a facsimile
transmission to the Administrative Agent promptly on the first Business Day of
each week, stating the daily aggregate amount available for drawing under
Commercial Letters of Credit for the previous week.

     (b) Obligations Absolute. The Borrower's obligations to reimburse L/C
Disbursements as provided in paragraph (a) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under any and all circumstances whatsoever,
and irrespective of:

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

          (ii) any amendment or waiver of or any consent to departure from all
     or any of the provisions of any Letter of Credit or any Loan Document;

          (iii) the existence of any claim, setoff, defense or other right that
     the Borrower, any other party guaranteeing, or otherwise obligated with,
     the Borrower or any Subsidiary or other Affiliate thereof or any other
     person may at any time have against the beneficiary under any Letter of
     Credit, any Fronting Bank, any Agent or any Lender (other than the defense
     of payment in accordance with the terms of this Agreement or a defense
     based on the gross negligence or willful misconduct (as determined in a
     final and non-appealable judgment of a court of competent jurisdiction) of
     the respective Fronting Bank) or any other person, whether in connection
     with this Agreement, any other Loan Document or any other related or
     unrelated agreement or transaction;

          (iv) any draft or other document presented under a Letter of Credit
     proving to be forged, fraudulent, invalid or insufficient in any respect or
     any statement therein being untrue or inaccurate in any respect, provided
     that payment by the applicable Fronting Bank shall not have constituted
     gross negligence or willful misconduct (as determined in a final and
     non-appealable judgment of a court of competent jurisdiction) of such
     Fronting Bank;

          (v) payment by any Fronting Bank under a Letter of Credit against
     presentation of a draft or other document that does not comply with the
     terms of such Letter of Credit, provided that payment by such Fronting Bank
     shall not have constituted gross negligence or willful misconduct (as
     determined in a final and non-appealable judgment of a court of competent
     jurisdiction) of such Fronting Bank; and

          (vi) any other act or omission to act or delay of any kind of any
     Fronting Bank, the Lenders, any Agent or any other person or any other
     event or circumstance whatsoever, whether or not similar to any of the
     foregoing, that might, but for the provisions of this Section 2.20(b),
     constitute a legal or equitable discharge of the Borrower's obligations
     hereunder, provided that such act or omission shall not have constituted
     gross negligence or willful misconduct (as determined in a final and
     non-appealable judgment of a court of competent jurisdiction) of such
     Fronting Bank.

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<PAGE>

     (c) Disbursement Procedures. Each Fronting Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. Each Fronting Bank shall as promptly as
possible give telephonic notification, confirmed by telecopy, to the
Administrative Agent and the Borrower of such demand for payment and whether
such Fronting Bank has made or will make an L/C Disbursement thereunder,
provided that any failure to give or delay in giving such notice shall not
relieve the Borrower of its obligation to reimburse such Fronting Bank and the
Lenders with respect to any such L/C Disbursement. The Administrative Agent
shall promptly give each Revolving Credit Lender notice thereof.

     (d) Interim Interest. If any Fronting Bank shall make any L/C Disbursement
in respect of a Letter of Credit, then, unless the Borrower shall reimburse such
L/C Disbursement in full on such date, the unpaid amount thereof shall bear
interest for the account of such Fronting Bank, for each day from and including
the date of such L/C Disbursement, to but excluding the earlier of the date of
payment or the date on which interest shall commence to accrue thereon as
provided in subparagraph (a)(v) above, at the rate per annum that would apply to
such amount if such amount were an ABR Loan.

     (e) Liability of the Fronting Bank. Without limiting the generality of
paragraph (b) above, it is expressly understood and agreed that the absolute and
unconditional obligation of the Borrower to reimburse L/C Disbursements will not
be excused by the gross negligence or willful misconduct (as determined in a
final and non-appealable judgment of a court of competent jurisdiction) of any
Fronting Bank, except as otherwise expressly provided in said paragraph (b).
However, nothing in this Agreement shall be construed to excuse any Fronting
Bank from liability to the Borrower to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are hereby waived
by the Borrower to the extent permitted by applicable law) suffered by the
Borrower that are caused by such Fronting Bank's gross negligence or willful
misconduct in determining whether drafts and other documents presented under a
Letter of Credit comply with the terms thereof. It is understood that each
Fronting Bank may accept documents that appear on their face to be in order,
without responsibility for further investigation in making any payment under any
Letter of Credit and, except as otherwise expressly provided in said paragraph
(b), (i) such Fronting Bank's exclusive reliance on the documents presented to
it under such Letter of Credit as to any and all matters set forth therein,
including reliance on the amount of any draft presented under such Letter of
Credit, whether or not the amount due to the beneficiary thereunder equals the
amount of such draft and whether or not any document presented pursuant to such
Letter of Credit proves to be insufficient in any respect, if such document on
its face appears to be in order, and whether or not any other statement or any
other document presented pursuant to such Letter of Credit proves to be forged
or invalid or any statement therein proves to be inaccurate or untrue in any
respect whatsoever and (ii) any noncompliance in any immaterial respect of the
documents presented under such Letter of Credit with the terms thereof shall, in
each case, be deemed not to constitute willful misconduct or gross negligence of
such Fronting Bank.

     (f) Resignation or Removal of a Fronting Bank. Any Fronting Bank may resign
at any time by giving 30 days' prior written notice to the Administrative Agent,
the Lenders and the Borrower, and may be removed at any time by the Borrower by
notice to such Fronting Bank, the Administrative Agent and the Lenders, subject


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<PAGE>

in each case to the appointment by the Borrower of a replacement Fronting Bank
reasonably satisfactory to the Administrative Agent, provided that (i) Deutsche
Bank Trust Company Americas shall not resign as a Fronting Bank hereunder so
long as it is the Administrative Agent hereunder for any reason other than
compliance with applicable legal and regulatory requirements and (ii) no
Fronting Bank may resign as to any Letter of Credit previously issued by it.
Subject to the next succeeding sentences of this paragraph (f), upon the
acceptance of any appointment as the Fronting Bank hereunder by a successor
Fronting Bank, such successor shall succeed to and become vested with all the
interests, rights and obligations of the retiring Fronting Bank and the retiring
Fronting Bank shall be discharged from its obligations to issue additional
Letters of Credit hereunder to the extent of the commitment of the successor
Fronting Bank to provide Letters of Credit. At the time such removal or
resignation shall become effective, the Borrower shall pay all accrued and
unpaid fees of such Fronting Bank pursuant to Section 2.05(b)(ii). The
acceptance of any appointment as Fronting Bank hereunder by a successor Fronting
Bank shall be evidenced by an agreement entered into by such successor, in a
form satisfactory to the Borrower and the Administrative Agent, and, from and
after the effective date of such agreement, (i) such successor Fronting Bank
shall have all the rights and obligations of its predecessor Fronting Bank under
this Agreement and the other Loan Documents and (ii) references herein and in
the other Loan Documents to the term "Fronting Bank" shall be deemed to refer to
such successor or to such predecessor Fronting Bank, or to such successor and
all predecessor and current Fronting Banks, as the context shall require. After
the resignation or removal of a Fronting Bank hereunder, such retiring Fronting
Bank shall remain a party hereto and shall continue to have all the rights and
obligations of a Fronting Bank under this Agreement and the other Loan Documents
with respect to Letters of Credit issued by it prior to such resignation or
removal, but shall not be required to issue additional Letters of Credit.

     (g) Cash Collateralization. If any Event of Default shall occur and be
continuing, the Borrower shall, on the Business Day the Borrower receives notice
from the Administrative Agent or Revolving Credit Lenders with combined
Revolving Credit Commitments representing a majority of the aggregate Revolving
Credit Commitments (or, if the maturity of the Loans has been accelerated,
Revolving Credit Lenders holding participations in outstanding Letters of Credit
representing a majority of the aggregate undrawn amount of all outstanding
Letters of Credit) thereof and of the amount to be deposited, deposit in an
account with the Collateral Agent, for the benefit of the Revolving Credit
Lenders an aggregate amount in cash equal to the Revolving L/C Exposure as of
such date. Such deposit shall be held by the Collateral Agent as collateral for
the payment and performance of the Obligations. The Collateral Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal,
over such account. Other than any interest earned on the investment of such
deposits in Permitted Investments, which investments shall be made at the option
and sole discretion of the Collateral Agent (provided that the Collateral Agent
shall use reasonable efforts to make such investments), such deposits shall not
bear interest. Interest or profits, if any, on such investments shall accumulate
in such account. Moneys in such account shall (a) automatically be applied by
the Administrative Agent to reimburse any Fronting Bank for L/C Disbursements
that have not been reimbursed, (b) be held for the satisfaction of the
reimbursement obligations of the Borrower for the Revolving L/C Exposure and (c)
if the maturity of the Loans has been accelerated (but subject to the consent of
Revolving Credit Lenders holding participations in outstanding Letters of Credit
representing greater than 50% of the aggregate undrawn amount of all outstanding
Letters of Credit), be applied to satisfy the Obligations. If the Borrower is


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<PAGE>

required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived.

     (h) Additional Fronting Banks. From time to time, the Borrower may by
notice to the Administrative Agent designate other Lenders reasonably
satisfactory to the Administrative Agent, as additional Fronting Banks. Such
additional Fronting Banks shall execute a counterpart of this Agreement upon
approval of the Administrative Agent (which shall not be unreasonably withheld)
and shall thereafter be Fronting Banks hereunder for all purposes and shall have
the Revolving L/C Commitment noted under their signature and, if applicable, the
Revolving L/C Commitment of any other Fronting Bank shall be reduced by the
amount or amounts specified to the Administrative Agent and each affected
Fronting Bank and delivered concurrently with any notice of designation of an
additional Fronting Bank.

     SECTION 2.21. Replacement of Lenders. If any Lender is subject to an order,
judgment or decree of any Governmental Authority that purports to enjoin or
restrain such Lender from making Loans hereunder, then the Borrower may, at its
sole expense and effort and subject to Section 2.15, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate, at par
plus accrued interest and fees, without recourse (in accordance with and subject
to the restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement (including all of its Commitments and the Loans
at the time owing to it and participations in Letters of Credit held by it and
its obligations to acquire such participations) to a financial institution
specified by the Borrower (which may be another Lender, if a Lender accepts such
assignment), provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent (and, if a Revolving Credit
Commitment is being assigned, the Fronting Bank and Swingline Lender), which
consent shall not unreasonably be withheld or delayed, (ii) such assignment
shall not conflict with or violate any law, rule or regulation or order of any
court or other Governmental Authority and (iii) the Borrower shall have paid to
the assigning Lender all moneys accrued and owing hereunder to it (including
pursuant to this Section 2.21).


                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     Each of Holdings and the Borrower represents and warrants to each of the
Lenders that:

     SECTION 3.01. Organization; Powers. Each of Holdings, the Borrower and each
of their Subsidiaries (a) is a partnership, limited liability company or
corporation duly organized, validly existing and in good standing (or, if
applicable in a foreign jurisdiction, enjoys the equivalent status under the
laws of any jurisdiction of organization outside the United States) under the
laws of the jurisdiction of its organization, (b) has all requisite power and
authority to own its property and assets and to carry on its business as now
conducted, (c) is qualified to do business in every jurisdiction where such
qualification is required, except where the failure so to qualify could not
reasonably be expected to result in a Material Adverse Effect, and (d) has the


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<PAGE>

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

     SECTION 3.02. Authorization. The execution, delivery and performance by
Holdings, the Borrower and each of their Subsidiaries of each of the Loan
Documents to which it is a party, and the borrowings hereunder and the
transactions forming a part of the Transaction (a) have been duly authorized by
all corporate, stockholder, limited liability company or partnership action
required to be obtained by Holdings, the Borrower and such Subsidiaries and (b)
will not (i) violate (A) any provision of law, statute, rule or regulation, or
of the certificate or articles of incorporation or other constitutive documents
or By-laws of Holdings, the Borrower or any such Subsidiary, (B) any applicable
order of any court or any rule, regulation or order of any Governmental
Authority or (C) any provision of any indenture, certificate of designation for
preferred stock, agreement or other instrument to which Holdings, the Borrower
or any such Subsidiary is a party or by which any of them or any of their
property is or may be bound, (ii) be in conflict with, result in a breach of or
constitute (alone or with notice or lapse of time or both) a default under any
such indenture, certificate of designation for preferred stock, agreement or
other instrument, where any such conflict, violation, breach or default referred
to in clause (i) or (ii) of this Section 3.02, individually or in the aggregate
could reasonably be expected to have a Material Adverse Effect, or (iii) result
in the creation or imposition of any Lien upon or with respect to any property
or assets now owned or hereafter acquired by Holdings, the Borrower or any such
Subsidiary, other than the Liens created by the Loan Documents.

     SECTION 3.03. Enforceability. This Agreement has been duly executed and
delivered by Holdings and the Borrower and constitutes, and each other Loan
Document when executed and delivered by each Loan Party that is party thereto
will constitute, a legal, valid and binding obligation of such Loan Party
enforceable against each such Loan Party in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors' rights generally and
except as enforceability may be limited by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

     SECTION 3.04. Governmental Approvals. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is
or will be required in connection with the Transaction, except for (a) the
filing of Uniform Commercial Code financing statements and filings with the
United States Patent and Trademark Office and the United States Copyright Office
and comparable offices in foreign jurisdictions and equivalent filings in
foreign jurisdictions, (b) recordation of the Mortgages, (c) such as have been
made or obtained and are in full force and effect and (d) such actions, consents
and approvals the failure to obtain or make which could not reasonably be
expected to result in a Material Adverse Effect.

     SECTION 3.05. Financial Statements. Holdings has heretofore furnished to
the Lenders its consolidated balance sheets and consolidated statements of
operations, cash flows and partner's capital (deficit) (i) as of and for the
fiscal years ended December 31, 2000 and December 31, 2001, audited by and
accompanied by the opinion of Deloitte & Touche LLP, independent public
accountants, and (ii) as of and for the portion of the fiscal year ended
September 30, 2002 (in the case of clause (ii), without footnotes and without a


                                       64
<PAGE>

statement of partner's capital (deficit)), in each case as filed with the SEC.
Such financial statements present fairly, in all material respects, the
financial position and results of operations of Holdings and its consolidated
Subsidiaries (including the Borrower) as of such dates and for such periods.
None of Holdings, its consolidated Subsidiaries and the Borrower has or shall
have as of the Closing Date any material Guarantee, contingent liability or
liability for taxes, or any long-term lease or unusual forward or long-term
commitment, including any interest rate or foreign currency hedging transaction,
which is not reflected in the foregoing statements or the notes thereto, other
than pursuant to the Loan Documents and except as specifically disclosed in
Schedule 3.05 to this Agreement. Such financial statements were prepared in
accordance with GAAP.

     SECTION 3.06. No Material Adverse Change or Material Adverse Effect. Since
December 31, 2001 (but after giving effect to the consummation of the
Transaction) there has been no material adverse change (or occurrence which is
reasonably likely to result in a material adverse change) in the assets,
business, operations, properties, liabilities, profits or condition (financial
or otherwise) of Holdings and its Subsidiaries taken as a whole or of the
Borrower and its Subsidiaries taken as a whole. Furthermore, since December 31,
2001 (but after giving effect to the Transaction) no Material Adverse Effect has
occurred.

     SECTION 3.07. Title to Properties; Possession Under Leases. (a) Each of
Holdings, the Borrower and each of their Subsidiaries has good and marketable
title to, or valid leasehold interests in, or easements or other limited
property interests in, all its material properties and assets (including all
Mortgaged Properties), except for minor defects in title that do not interfere
with its ability to conduct its business as currently conducted or to utilize
such properties and assets for their intended purposes and except where the
failure to have such title in the aggregate could not reasonably be expected to
have a Material Adverse Effect. All such material properties and assets are free
and clear of Liens, other than Liens expressly permitted by Section 6.02.

     (b) Each of Holdings, the Borrower and each of their Subsidiaries has
complied with all obligations under all material leases to which it is a party,
except where the failure to comply would not have a Material Adverse Effect, and
all such leases are in full force and effect, except leases in respect of which
the failure to be in full force and effect could not reasonably be expected to
have a Material Adverse Effect. Each of Holdings, the Borrower and each of their
Subsidiaries enjoys peaceful and undisturbed possession under all such material
leases, other than leases which, individually or in the aggregate, are not
material to Holdings and its Subsidiaries taken as a whole or the Borrower and
its Subsidiaries taken as a whole, and in respect of which the failure to enjoy
peaceful and undisturbed possession could not reasonably be expected to,
individually or in the aggregate, result in a Material Adverse Effect.

     (c) Each of Holdings, the Borrower and each of their Subsidiaries owns or,
to the best of their knowledge, possesses, or could obtain ownership or
possession of, on terms not materially adverse to it, all patents, trademarks,
service marks, trade names, copyrights, licenses and rights with respect thereto
necessary for the present conduct of its business, without any known conflict
with the rights of others, and free from any burdensome restrictions, except
where such conflicts and restrictions could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect and except
as set forth on Schedule 3.07(c).

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     (d) As of the Closing Date, none of Holdings, the Borrower and their
Subsidiaries has received any notice of, or has any knowledge of, any pending or
contemplated condemnation proceeding affecting any of the Mortgaged Properties
or any sale or disposition thereof in lieu of condemnation that remains
unresolved as of the Closing Date.

     (e) None of Holdings, the Borrower and their Subsidiaries is obligated on
the Closing Date under any right of first refusal, option or other contractual
right to sell, assign or otherwise dispose of any Mortgaged Property or any
interest therein, except as permitted under Sections 6.02 or 6.05 or as set
forth on Schedule 3.07(e).

     SECTION 3.08. Co-Borrower; Subsidiaries. (a) As of the Closing Date,
Holdings will have no Subsidiaries other than (x) CapCo II, (y) Opco GP and (z)
the Borrower and its Subsidiaries.

     (b) Schedule 3.08 sets forth as of the Closing Date the name and
jurisdiction of incorporation of each Subsidiary of Holdings and, as to each
such Subsidiary, the percentage of each class of Equity Interests owned by
Holdings or by any such Subsidiary.

     (c) As of the Closing Date, there are no outstanding subscriptions,
options, warrants, calls, rights or other agreements or commitments (other than
stock options granted to employees or directors and directors' qualifying
shares) of any nature relating to any Equity Interests of Holdings or any of its
Subsidiaries, except under the Loan Documents or as set forth on Schedule 3.08.

     SECTION 3.09. Litigation; Compliance with Laws. (a) Except as set forth in
Schedule 3.09, there are not any material actions, suits or proceedings at law
or in equity or by or before any Governmental Authority now pending or, to the
knowledge of Holdings or the Borrower, threatened against or affecting Holdings,
the Borrower or any of their Subsidiaries or any business, property or rights of
any such person (i) which involve any Loan Document or the Transaction or (ii)
as to which there is a reasonable possibility of an adverse determination and
which, if adversely determined, could, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect or materially
adversely affect the Transaction.

     (b) None of Holdings, the Borrower, their Subsidiaries and their respective
material properties or assets is in violation of (nor will the continued
operation of their material properties and assets as currently conducted
violate) any law, rule or regulation (including any zoning, building,
Environmental Law, ordinance, code or approval or any building permit) or any
restriction of record or agreement affecting any Mortgaged Property, or is in
default with respect to any judgment, writ, injunction or decree of any
Governmental Authority, where such violation or default could reasonably be
expected to result in a Material Adverse Effect.

     SECTION 3.10. Agreements. None of Holdings, the Borrower and their
Subsidiaries is in default in any manner under any provision of any indenture or
other agreement or instrument evidencing Indebtedness, or any other material
agreement or instrument to which it is a party or by which it or any of its
properties or assets are or may be bound, in either case where such default
could reasonably be expected to result in a Material Adverse Effect. Immediately


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<PAGE>

after giving effect to the Transaction, no Default or Event of Default shall
have occurred and be continuing.

     SECTION 3.11. Federal Reserve Regulations. (a) None of Holdings, the
Borrower and their Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

     (b) No part of the proceeds of any Loan will be used, whether directly or
indirectly, and whether immediately, incidentally or ultimately, (i) to purchase
or carry Margin Stock or to extend credit to others for the purpose of
purchasing or carrying Margin Stock or to refund indebtedness originally
incurred for such purpose, or (ii) for any purpose which entails a violation of,
or which is inconsistent with, the provisions of the Regulations of the Board,
including Regulation U or X.

     SECTION 3.12. Investment Company Act; Public Utility Holding Company Act.
None of Holdings, the Borrower and their Subsidiaries is (a) an "investment
company" as defined in, or subject to regulation under, the Investment Company
Act of 1940, as amended, or (b) a "holding company" as defined in, or subject to
regulation under, the Public Utility Holding Company Act of 1935, as amended.

     SECTION 3.13. Use of Proceeds. The Borrower will use the proceeds of the
Loans and will request the issuance of Letters of Credit only for the purposes
specified in the preamble to this Agreement. The Co-Borrower shall not use the
proceeds of the Loans or Letters of Credit.

     SECTION 3.14. Tax Returns. Each of Holdings, the Borrower and each of their
Subsidiaries has timely filed or caused to be timely filed all federal, and all
material state and local, tax returns required to have been filed by it and has
paid or caused to be paid all taxes shown thereon to be due and payable by it
and all assessments in excess of $2,000,000 in the aggregate received by it,
except taxes or assessments that are being contested in good faith by
appropriate proceedings in accordance with Section 5.03 and for which the
Borrower has set aside on its books in accordance with GAAP adequate reserves
and taxes, assessments, charges, levies or claims in respect of property taxes
for property that Holdings, the Borrower or any of their Subsidiaries has
determined to abandon where the sole recourse for such tax, assessment, charge,
levy or claim is to such property. Each of Holdings, the Borrower and each of
their Subsidiaries has paid in full or made adequate provision (in accordance
with GAAP) for the payment of all taxes due with respect to all periods ending
on or before the Closing Date, which taxes, if not paid or adequately provided
for, could reasonably be expected to have a Material Adverse Effect. Except as
set forth on Schedule 3.14, as of the Closing Date, with respect to each of
Holdings, the Borrower and each of their Subsidiaries, (a) no material claims
are being asserted in writing with respect to any taxes, (b) no presently
effective waivers or extensions of statutes of limitation with respect to taxes
have been given or requested, (c) no tax returns are being examined by, and no
written notification of intention to examine has been received from, the
Internal Revenue Service or, with respect to any material potential tax
liability, any other taxing authority and (d) no currently pending issues have
been raised in writing by the Internal Revenue Service or, with respect to any
material potential tax liability, any other taxing authority. For purposes


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<PAGE>

hereof, "taxes" shall mean any present or future tax, levy, impost, duty,
charge, assessment or fee of any nature (including interest, penalties and
additions thereto) that is imposed by any Governmental Authority.

     SECTION 3.15. No Material Misstatements. (a) The written information,
reports, financial statements, exhibits and schedules furnished by or on behalf
of Holdings, the Borrower or any of their Subsidiaries to the Administrative
Agent or any Lender in connection with the negotiation of any Loan Document or
included therein or delivered pursuant thereto (including the Confidential
Information Memorandum dated January 2003 relating to the Borrower (the
"Information Memorandum") but excluding the financial projections referred to in
Section 3.15(b)), when taken as a whole, did not contain, and as they may be
amended, supplemented or modified from time to time, will not contain, as of the
Closing Date any material misstatement of fact and did not omit, and as they may
be amended, supplemented or modified from time to time, will not omit, to state
as of the Closing Date any material fact necessary to make the statements
therein, in the light of the circumstances under which they were, are or will be
made, not materially misleading in their presentation of the Transaction or of
Holdings, the Borrower and their Subsidiaries taken as a whole.

     (b) All financial projections concerning Holdings, the Borrower and their
Subsidiaries that are or have been made available to the Administrative Agent or
any Lender by Holdings, the Borrower or any such Subsidiary have been or will be
prepared in good faith based upon assumptions believed by Holdings and the
Borrower to be reasonable on the Closing Date.

     SECTION 3.16. Employee Benefit Plans. Each of Holdings, the Borrower and
the ERISA Affiliates is in compliance with the applicable provisions of ERISA
and the provisions of the Code relating to ERISA and the regulations and
published interpretations thereunder and any similar applicable non-U.S. law
except for such noncompliance which could not reasonably be expected to result
in a Material Adverse Effect. No Reportable Event has occurred as to which
Holdings, the Borrower or any ERISA Affiliate was required to file a report with
the PBGC, other than reports for which the 30 day notice requirement is waived,
reports that have been filed and reports the failure of which to file could not
reasonably be expected to result in a Material Adverse Effect. As of the Closing
Date, the present value of all benefit liabilities under each Plan of Holdings,
the Borrower and the ERISA Affiliates (on a termination basis and based on those
assumptions used to fund such Plan) did not, as of the last annual valuation
date applicable thereto for which a valuation is available, exceed by more than
$20,000,000 the value of the assets of such Plan, and the present value of all
benefit liabilities of all underfunded Plans (based on those assumptions used to
fund each such Plan) did not, as of the last annual valuation dates applicable
thereto for which valuations are available, exceed by more than $20,000,000 the
value of the assets of all such underfunded Plans. None of Holdings, the
Borrower and the ERISA Affiliates has incurred or could reasonably be expected
to incur any Withdrawal Liability that could reasonably be expected to result in
a Material Adverse Effect. None of Holdings, the Borrower and the ERISA
Affiliates have received any written notification that any Multiemployer Plan is
in reorganization or has been terminated within the meaning of Title IV of
ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization
or to be terminated, where such reorganization or termination has resulted or
could reasonably be expected to result, through increases in the contributions
required to be made to such Plan or otherwise, in a Material Adverse Effect.

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     SECTION 3.17. Environmental Matters. Except as set forth in Schedule 3.17:

     (a) There has not been a Release or threatened Release of Hazardous
Materials at, on, under or around the properties currently or formerly owned,
operated or leased by Holdings, the Borrower or any of their Subsidiaries (the
"Properties") in amounts or concentrations which (i) constitute or constituted a
violation of Environmental Laws, except as could not reasonably be expected to
have a Material Adverse Effect; (ii) would reasonably be expected to give rise
to an Environmental Claim that, in any such case or in the aggregate, is
reasonably likely to result in a Material Adverse Effect; or (iii) could
reasonably be expected to impair materially the fair saleable value of any
material Property;

     (b) The Properties and all operations of Holdings, the Borrower and their
Subsidiaries are in compliance, and in all prior periods have been in
compliance, with all Environmental Laws, and all necessary Environmental Permits
have been obtained and are in effect, except to the extent that such
non-compliance or failure to obtain any necessary permits, in the aggregate, are
not reasonably likely to result in a Material Adverse Effect;

     (c) None of Holdings, the Borrower or any of their Subsidiaries has
received any Environmental Claim in connection with the Properties or the
operations of the Borrower or its Subsidiaries or with regard to any person
whose liabilities for environmental matters Holdings, the Borrower or any of
their Subsidiaries has retained or assumed, in whole or in part, contractually,
by operation of law or otherwise, which, in either such case or in the
aggregate, is reasonably likely to result in a Material Adverse Effect;

     (d) Hazardous Materials have not been transported from the Properties, nor
have Hazardous Materials been generated, treated, stored or disposed of at, on,
under or around any of the Properties in a manner that could reasonably give
rise to liability under any Environmental Law, nor have any of Holdings, the
Borrower or any of their Subsidiaries retained or assumed any liability,
contractually, by operation of law or otherwise, with respect to the generation,
treatment, storage or disposal of Hazardous Materials, which, in each case,
individually or in the aggregate, is reasonably likely to result in a Material
Adverse Effect; and

     (e) No Lien in favor of any Governmental Authority for (i) any liability
under any Environmental Law or (ii) damages arising from or costs incurred by
such Governmental Authority in response to a Release or threatened Release of
Hazardous Materials into the environment has been recorded with respect to the
Properties except for Liens permitted by Section 6.02.

     SECTION 3.18. Capitalization of Holdings and the Borrower. The Equity
Interests issued and outstanding for each of Holdings and the Borrower is set
forth on Schedule 3.18 as of the Closing Date. All outstanding partnership
interests of the Borrower, on and after the Closing Date, will be owned
beneficially and of record by Holdings (except that 1% thereof may be owned by
Opco GP) and, on and after the Closing Date, will be free and clear of all Liens
and encumbrances whatsoever other than the Liens created by the Loan Documents.

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<PAGE>

     SECTION 3.19. Security Documents. (a) The Pledge Agreement is effective to
create in favor of the Collateral Agent, as pledgee, for the ratable benefit of
the Secured Parties, a legal, valid and enforceable security interest in the
Pledge Agreement Collateral described in the Pledge Agreement and, upon the
filing of UCC-1 Financing Statements in the required jurisdictions (which
filings have been made or, if this representation and warranty is made on any
date occurring prior to the tenth Business Day following the Closing Date will
be made within ten Business Days following the Closing Date), the Pledge
Agreement shall (to the extent required by the Pledge Agreement) constitute a
fully perfected first priority Lien on, and security interest in, all right,
title and interest of the pledgors thereunder in such Pledge Agreement
Collateral and, to the extent contemplated therein and subject to Section 9-315
of the Uniform Commercial Code, the proceeds thereof, in each case prior and
superior in right to any other Person, other than Liens expressly permitted by
Section 6.02.

     (b) The Security Agreement is effective to create in favor of the
Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid
and enforceable security interest in the Security Agreement Collateral described
therein, and, when financing statements in appropriate form are filed in the
offices specified on the schedules to the Security Agreement, the Security
Agreement will (to the extent required by the Security Agreement) constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the grantors thereunder in such Security Agreement Collateral and, to the
extent contemplated therein and subject to Section 9-315 of the Uniform
Commercial Code, the proceeds thereof, in each case prior and superior in right
to any other person, other than with respect to Liens expressly permitted by
Section 6.02. The recordation of (x) the Grant of Security Interest in U.S.
Patents and (y) the Grant of Security Interest in U.S. Trademarks in the
respective form attached to the Security Agreement, in each case in the United
States Patent and Trademark Office, together with filings on Form UCC-1 made
pursuant to the Security Agreement, will create, a perfected security interest
in the United States trademarks and patents covered by the Security Agreement,
and the recordation of the Grant of Security Interest in U.S. Copyrights in the
form attached to the Security Agreement with the United States Copyright Office,
together with filings on Form UCC-1 made pursuant to the Security Agreement,
will create, a perfected security interest in the United States copyrights
covered by the Security Agreement.

     (c) The Mortgages are effective to create in favor of the Collateral Agent,
for the ratable benefit of the Secured Parties, a legal, valid and enforceable
Lien on all of the Loan Parties' right, title and interest in and to the
Mortgaged Properties thereunder and, to the extent contemplated therein and
subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof,
and when the Mortgages are filed in the offices specified on the schedules
thereto and when financing statements in appropriate form are filed in the
offices specified on the schedules thereto, each Mortgage will constitute an
enforceable mortgage Lien on, and fully perfected security interest in, all
right, title and interest of the Loan Parties in the Mortgaged Property subject
thereto and, to the extent contemplated therein and subject to ss. 9-315 of the
Uniform Commercial Code, the proceeds thereof, in each case prior and superior
in right to any other person, other than with respect to the rights of persons
pursuant to Liens expressly permitted by Section 6.02.

     SECTION 3.20. Location of Real Property and Leased Premises. (a) Schedule
3.20 lists completely and correctly as of the Closing Date all real property


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owned by Holdings and its Subsidiaries and the addresses thereof, other than
individual properties that have an original cost of less than $200,000. As of
the Closing Date, Holdings and its Subsidiaries own in fee all the real property
set forth as being owned by them on Schedule 3.20.

     (b) Schedule 3.20 lists completely and correctly as of the Closing Date all
real property leased by Holdings and its Subsidiaries and the addresses thereof.
As of the Closing Date, the Borrower and the Subsidiaries have valid leases in
all the real property set forth as being leased by them on Schedule 3.20.

     SECTION 3.21. Solvency. (a) Immediately after the consummation of the
Transaction and the other transactions to occur on the Closing Date and
immediately following the making of each Loan made, and the issuance of each
Letter of Credit issued, on the Closing Date and after giving effect to the
application of the proceeds thereof, (i) the fair value of the assets of each of
Holdings (individually), Holdings and its Subsidiaries on a consolidated basis,
the Borrower (individually) and the Borrower and its Subsidiaries on a
consolidated basis, at a fair valuation, will exceed the debts and liabilities,
direct, subordinated, contingent or otherwise, of each of Holdings
(individually), Holdings and its Subsidiaries on a consolidated basis, the
Borrower (individually) and the Borrower and its Subsidiaries on a consolidated
basis; (ii) the present fair saleable value of the property of each of Holdings
(individually), Holdings and its Subsidiaries on a consolidated basis, the
Borrower (individually) and the Borrower and its Subsidiaries on a consolidated
basis will be greater than the amount that will be required to pay the probable
liability of each of Holdings (individually), Holdings and its Subsidiaries on a
consolidated basis, the Borrower (individually) and the Borrower and its
Subsidiaries on a consolidated basis on their debts and other liabilities,
direct, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (iii) each of Holdings (individually),
Holdings and its Subsidiaries on a consolidated basis, the Borrower
(individually) and the Borrower and its Subsidiaries on a consolidated basis
will be able to pay their debts and liabilities, direct, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured; and (iv) each of Holdings (individually), Holdings and its Subsidiaries
on a consolidated basis, the Borrower (individually) and the Borrower and its
Subsidiaries on a consolidated basis will not have unreasonably small capital
with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted following the
Closing Date.

     (b) Each of Holdings and the Borrower does not intend to, and does not
believe that it or any of its respective Subsidiaries will, incur debts beyond
its ability to pay such debts as they mature, taking into account the timing and
amounts of cash to be received by it or any such Subsidiary and the timing and
amounts of cash to be payable on or in respect of its Indebtedness or the
Indebtedness of any such Subsidiary.

     SECTION 3.22. Labor Matters. Except as set forth in Schedule 3.22, there
are no strikes pending or threatened against Holdings, the Borrower or any of
their Subsidiaries that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. The hours worked and payments
made to employees of Holdings, the Borrower and their Subsidiaries have not been
in violation in any material respect of the Fair Labor Standards Act or any
other applicable law dealing with such matters. All material payments due from


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<PAGE>

Holdings, the Borrower or any of their Subsidiaries or for which any claim may
be made against Holdings, the Borrower or any of their Subsidiaries, on account
of wages and employee health and welfare insurance and other benefits have been
paid or accrued as a liability on the books of Holdings, the Borrower or such
Subsidiary to the extent required by GAAP. The consummation of the Transaction
will not give rise to a right of termination or right of renegotiation on the
part of any union under any collective bargaining agreement to which Holdings,
the Borrower or any of their Subsidiaries (or any predecessor) is a party or by
which Holdings, the Borrower or any of their Subsidiaries (or any predecessor)
is bound, other than collective bargaining agreements which, individually or in
the aggregate, are not material to Holdings and its Subsidiaries taken as a
whole.

     SECTION 3.23. Insurance. Schedule 3.23 sets forth a true, complete and
correct description of all material insurance maintained by or on behalf of
Holdings, the Borrower or their domestic Subsidiaries as of the Closing Date. As
of such date, such insurance is in full force and effect.

     SECTION 3.24. Subordination: Designation of the Loan Documents as
"Designated Senior Indebtedness"; Etc. (a) (i) The subordination provisions
contained in the Senior Subordinated Note Documents are enforceable against the
Borrower, the Co-Borrower, Holdings and the holders of the Senior Subordinated
Notes, (ii) all Obligations of the Borrower and the Co-Borrower hereunder and in
the other Loan Documents are within the definitions of "Designated Senior
Indebtedness" and "Senior Indebtedness" included in the subordination provisions
and (iii) this Agreement constitutes (and is hereby designated by the Borrower
as) the "New Credit Facility", as such term is defined in each of the Senior
Subordinated Note Documents and the Holdings Discount Note Documents. In
addition, the Borrower hereby designates the Indebtedness under this Agreement
as "Designated Senior Indebtedness" for the purposes of the definition of
"Designated Senior Indebtedness" contained in the Senior Subordinated Note
Indenture, with all such Obligations of the Borrower and the Co-Borrower to be
afforded the benefit of the subordination provisions contained in the Senior
Subordinated Note Indenture and the other Senior Subordinated Note Documents.

     (b) On the Closing Date, all Loans incurred (and Letters of Credit issued)
on such date will be incurred (or issued), and are permitted to be incurred (or
issued), pursuant to the Fixed Charge Coverage Ratio (as defined therein) test
contained in the proviso of the first sentence of Section 4.04 of each of the
Senior Subordinated Note Indenture and the Holdings Discount Note Indenture, and
are permitted to be incurred (or issued) in accordance with the terms thereof.

     (c) After the Closing Date, all Revolving Loans and Swingline Loans
incurred (and Letters of Credit issued) pursuant hereto shall be permitted
pursuant to clause (a) of the second sentence of Section 4.04 of each of the
Senior Subordinated Note Indenture and the Holdings Discount Note Indenture.

     (d) All incurrences of Loans and the issuance of all Letters of Credit as
permitted under this Agreement are, and when incurred or issued will be,
permitted under (and shall give rise to no breach or violation of either of) the
Senior Subordinated Note Indenture or the Holdings Discount Note Indenture.

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<PAGE>

     SECTION 3.25. Legal Names; Organizational Identification Numbers;
Jurisdiction and Type of Organization; Etc. Schedule 3.25 sets forth a true and
correct list, as of the Closing Date, of the exact legal name of each Loan
Party, the organizational identification number (if any) of such Loan Party, the
jurisdiction of organization of such Loan Party and the type of organization of
such Loan Party.


                                   ARTICLE IV

                              CONDITIONS OF LENDING

     The obligations of (a) the Lenders (including, without limitation, the
Swingline Lender) to make Loans and (b) each Fronting Bank to issue Letters of
Credit hereunder (each, a "Credit Event") are subject to the satisfaction of the
following conditions:

     SECTION 4.01. All Credit Events. On the date of each Borrowing and on the
date of each issuance or renewal of a Letter of Credit (other than a Borrowing
in which Revolving Loans are refinanced with new Revolving Loans as contemplated
by Section 2.02(f) without any increase in the aggregate principal amount of
Revolving Loans outstanding and any extension or renewal of any Letter of Credit
without any increase in the stated amount of such Letter of Credit):

     (a) The Administrative Agent shall have received, in the case of a
Borrowing, a notice of such Borrowing as required by Section 2.03 (or such
notice shall have been deemed given in accordance with the last paragraph of
Section 2.03) or, in the case of the issuance of a Letter of Credit, the
applicable Fronting Bank and the Administrative Agent shall have received a
notice requesting the issuance of such Letter of Credit as required by Section
2.20(a).

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

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

     Each Borrowing and each issuance of a Letter of Credit (except those
specified in the parenthetical contained in the introductory paragraph of this
Section 4.01) shall be deemed to constitute a representation and warranty by the
Borrower on the date of such Borrowing or issuance, as the case may be, as to
the matters specified in paragraphs (b) and (c) of this Section 4.01.

     SECTION 4.02. First Credit Event. On the Closing Date:

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<PAGE>

     (a) The Administrative Agent shall have received, on behalf of itself, the
other Agents and the Lenders, a favorable written opinion of (i) Simpson Thacher
& Bartlett, special counsel for Holdings and the Borrower, substantially to the
effect set forth in Exhibit I-1, (ii) Morgan, Lewis & Bockius LLP, special
Pennsylvania counsel for Holdings and the Borrower, substantially to the effect
set forth in Exhibit I-2 and (iii) local counsel satisfactory to the Agents, in
each case (A) dated the Closing Date, (B) addressed to the Fronting Bank, the
Agents and the Lenders, and (C) covering such other matters relating to the Loan
Documents and the Transaction as the Agents shall reasonably request, and each
of Holdings and the Borrower hereby instructs its counsel to deliver such
opinions.

     (b) All legal matters incident to this Agreement, the borrowings and
extensions of credit hereunder and the other Loan Documents shall be reasonably
satisfactory to the Agents and to the Lenders.

     (c) The Administrative Agent shall have received in the case of each Loan
Party each of the items referred to in clauses (A), (B) and (C) below: (A) a
copy of the certificate or articles of incorporation, partnership agreement or
limited liability agreement, including all amendments thereto, of each Loan
Party, (x) in the case of a corporation, certified as of a recent date by the
Secretary of State of the state of its organization, and a certificate as to the
good standing of each such Loan Party as of a recent date from such Secretary of
State or (y) in the case of a partnership or of a limited liability company,
certified by the Secretary or Assistant Secretary of each such Loan Party; (B) a
certificate of the Secretary or Assistant Secretary of each Loan Party dated the
Closing Date and certifying (w) that attached thereto is a true and complete
copy of the by-laws (or partnership agreement, limited liability company
agreement or other equivalent governing documents) of such Loan Party as in
effect on the Closing Date and at all times since a date prior to the date of
the resolutions described in clause (x) below, (x) that attached thereto is a
true and complete copy of resolutions duly adopted by the Board of Directors (or
equivalent governing body) of such Loan Party (or, its managing general partner
or managing member) authorizing the execution, delivery and performance of the
Loan Documents to which such person is a party and, in the case of the Borrower,
the borrowings hereunder, and that such resolutions have not been modified,
rescinded or amended and are in full force and effect, (y) that the certificate
or articles of incorporation, partnership agreement or limited liability
agreement of such Loan Party have not been amended since the date of the last
amendment thereto disclosed pursuant to clause (A) above, and (z) as to the
incumbency and specimen signature of each officer executing any Loan Document or
any other document delivered in connection herewith on behalf of such Loan
Party; (C) a certificate of another officer as to the incumbency and specimen
signature of the Secretary or Assistant Secretary executing the certificate
pursuant to (B) above; and (b) such other documents as the Agents and the
Lenders may reasonably request.

     (d) The Administrative Agent shall have received a certificate of the
Borrower, dated the Closing Date and signed by the Borrower, confirming
compliance with the conditions precedent set forth in paragraphs (b) and (c) of
Section 4.01 and (except to the extent that any such condition is required to be
satisfactory or determined by the Lenders and/or the Agents) paragraphs (j), (k)
and (l) of this Section 4.02.

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     (e) Each of the Guarantee Agreements shall have been duly executed by the
parties thereto and delivered to the Collateral Agent and shall be in full force
and effect.

     (f) (i) The Pledge Agreement shall have been duly executed by the parties
thereto and delivered to the Collateral Agent and shall be in full force and
effect, and all Certificated Securities (as such term is defined in the Pledge
Agreement), shall have been delivered to the Collateral Agent, (x) endorsed in
blank in the case of promissory notes constituting Pledge Agreement Collateral,
(y) together with executed and undated endorsements for transfer in the case of
equity interests constituting certificated Pledge Agreement Collateral and (z)
together with evidence that all other actions necessary or, in the reasonable
opinion of the Collateral Agent, desirable, to perfect the security interests
purported to be created by the Pledge Agreement have been taken; and (ii) the
Security Agreement shall have been duly executed by the Loan Parties party
thereto and shall have been delivered to the Collateral Agent and shall be in
full force and effect on such date and each document (including each Uniform
Commercial Code financing statement) required by law or reasonably requested by
the Administrative Agent to be filed, registered or recorded in order to create
in favor of the Collateral Agent for the benefit of the Secured Parties a valid,
legal and perfected first-priority security interest in and lien on the
Collateral described in such agreement (subject to any Lien expressly permitted
by Section 6.02) shall have been delivered to the Collateral Agent.

     (g) The Collateral Agent shall have received (i) the results of a search of
the Uniform Commercial Code filings made with respect to the Loan Parties in the
states in which the chief executive office of each such person is located and
the other jurisdictions in which Uniform Commercial Code filings are to be made
pursuant to the preceding paragraph (as well as any jurisdictions where such
Uniform Commercial Code filings would have been made pursuant to the Uniform
Commercial Code as in effect in the relevant States prior to July 1, 2001),
together with copies of the financing statements disclosed by such search and
(ii) the results of equivalent searches made in each other jurisdiction
requested by the Administrative Agent, in each case accompanied by evidence
satisfactory to the Agents that the Liens indicated in any such financing
statement (or similar document) or otherwise disclosed in such searches would be
permitted under Section 6.02 or have been released.

     (h) (i) Each of the Mortgages, substantially in the form of Exhibit D with
appropriate changes for local law, relating to each of the Mortgaged Properties
shall have been duly executed by the parties thereto and delivered to the
Collateral Agent and shall be in full force and effect, (ii) each of such
Mortgaged Properties shall not be subject to any Lien other than those expressly
permitted under Section 6.02, (iii) a lender's title insurance policy, paid for
by the Borrower, in form and substance acceptable to the Agents, insuring such
Mortgage as a first lien on such Mortgaged Property (subject to any Lien
expressly permitted by Section 6.02 or otherwise agreed to by the Agents) shall
have been received by the Administrative Agent and (iv) the Collateral Agent
shall have received such other documents, including a policy or policies of
title insurance issued by a nationally recognized title insurance company,
together with such endorsements, coinsurance and reinsurance as may be requested
by the Administrative Agent, insuring the Mortgages as valid first Liens on the
Mortgaged Properties, free of Liens other than those expressly permitted under
Section 6.02 or otherwise agreed to by the Agents, together with such surveys,
abstracts, appraisals and legal opinions required to be furnished pursuant to


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the terms of the Mortgages or this Agreement or as reasonably requested in
writing by the Agents or the Lenders.

     (i) The Administrative Agent shall have received copies of, or an insurance
broker's or agent's certificate as to coverage under, the insurance policies
required by Section 5.02 and the applicable provisions of the Security
Documents, each of which policies shall be endorsed or otherwise amended to
include a "standard" or "New York" lender's loss payable endorsement and to name
the Collateral Agent as additional insured, in form and substance satisfactory
to the Agents.

     (j) The Refinancing and the other portions of the Transaction shall have
been consummated in all material respects simultaneously with the incurrence of
the initial Loans hereunder in accordance with applicable law and all related
documentation, in each case in the form previously approved by the
Administrative Agent, and otherwise on terms reasonably satisfactory to the
Agents. Furthermore, all other conditions to the obligations of Holdings and its
Affiliates set forth in the documents governing each portion of the Transaction
shall have been satisfied in all material respects without giving effect to any
waivers or amendments adverse to Holdings and its Subsidiaries or the Lenders
not approved by the Administrative Agent.

     (k) After giving effect to the consummation of the Transaction, Holdings
and its Subsidiaries shall have no outstanding Indebtedness or preferred equity,
except as permitted by Sections 6.01 and 6.04.

     (l) All necessary material governmental and material third party approvals
and/or consents in connection with the Transaction, the transactions
contemplated by the Loan Documents and otherwise referred to herein shall have
been obtained and remain in effect, and all applicable waiting periods shall
have expired without any action being taken by any competent authority which
restrains, prevents, or imposes materially adverse conditions upon, the
consummation of the Transaction or the transactions contemplated by the Loan
Documents or otherwise referred to herein.

     (m) All agreements relating to, and the corporate and capital structure of,
Holdings and its Subsidiaries, in each case as the same will exist after giving
effect to the consummation of the Transaction, shall be reasonably satisfactory
to the Agents.

     (n) All costs, fees, expenses (including, without limitation, reasonable
legal fees and expenses) and other compensation contemplated hereby, payable to
the Lenders and the Agents or payable in respect of the Transaction, shall have
been paid to the extent due and invoiced.

     (o) The Lenders shall have received a solvency certificate from the Chief
Financial Officer of Holdings, in form and substance reasonably satisfactory to
the Agents, setting forth the conclusions that, after giving effect to the
Transaction and the incurrence of all the financings contemplated herein, each
of Holdings, individually, Holdings and its Subsidiaries, taken as a whole, the
Borrower, individually, and the Borrower and its Subsidiaries, taken as a whole,
are not insolvent and will not be rendered insolvent by the indebtedness


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incurred in connection therewith, and will not be left with unreasonably small
capital with which to engage in their businesses and will not have incurred
debts beyond their ability to pay such debts as they mature.

     (p) The Administrative Agent shall have received (i) historical financial
statements for Holdings and its Subsidiaries for each quarterly period ended
after September 30, 2002 and twenty Business Days or more prior to the Closing
Date (other than the quarterly period ending December 31, 2002), (ii) a pro
forma opening balance sheet of Holdings and its Subsidiaries after giving effect
to the Transaction and (iii) projections through December 31, 2007 for Holdings
and its Subsidiaries after giving effect to the Transaction (it being understood
that the projections previously delivered to the Administrative Agent are
satisfactory), all of which financial statements or projections shall be
consistent in all material respects with the financial information previously
provided to the Administrative Agent by Holdings.

     (q) On the Closing Date, the Administrative Agent shall have received an
Officers' Certificate (as defined in each of the Senior Subordinated Note
Indenture and the Holdings Discount Note Indenture), dated the Closing Date and
signed on behalf of the Borrower by a Responsible Officer of the Borrower, (I)
certifying that this Agreement and the incurrence of all Loans and the issuance
of all Letters of Credit on the Closing Date (determined as if the Borrower
utilized the entire Total Revolving Credit Commitment on the Closing Date) are
permitted under Section 4.04 of the Senior Subordinated Note Indenture and the
Holdings Discount Note Indenture and (II) containing financial calculations (in
form and substance reasonably satisfactory to the Administrative Agent)
establishing compliance with the Fixed Charge Coverage Ratio (as defined in each
of the Senior Subordinated Note Indenture and the Holdings Discount Note
Indenture) of greater than 1.75:1.0 (after giving effect to the incurrence of
all Loans and the issuance of all Letters of Credit on the Closing Date
(determined as if the Borrower utilized the entire Revolving Credit Commitment
on the Closing Date)) as required by the proviso to Section 4.04 of each of the
Senior Subordinated Notes Indenture and the Holdings Discount Note Indenture.

     (r) On the Closing Date, the total commitments in respect of the Existing
Credit Agreement shall have been terminated, and all loans and notes (together
with interest thereon) with respect thereto shall have been repaid in full, all
letters of credit issued thereunder shall have been terminated (or incorporated
as Existing Letters of Credit hereunder) and all other amounts (including
premiums) owing pursuant to the Existing Credit Agreement shall have been repaid
in full and all documents in respect of the Existing Credit Agreement and all
guarantees with respect thereto shall have been terminated (except as to
indemnification and similar provisions, which may survive to the extent provided
therein) and be of no further force and effect. In addition, the creditors in
respect of the Existing Credit Agreement shall have terminated and released all
security interests in and Liens created pursuant to any security documentation
relating to the Existing Credit Agreement, and such creditors shall have
returned all such assets to the Borrower or the relevant Loan Party. The
Administrative Agent shall have received evidence that the matters set forth in
this Section 4.02(r) have been satisfied on such date.

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                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

     Each of Holdings and the Borrower covenants and agrees with each Lender
that so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document shall have
been paid in full and all Letters of Credit have been canceled or have expired
and all amounts drawn thereunder have been reimbursed in full, unless the
Required Lenders shall otherwise consent in writing, each of Holdings and the
Borrower will, and will cause each of their Subsidiaries to:

     SECTION 5.01. Existence; Businesses and Properties. (a) Do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence, except as otherwise expressly permitted under Section 6.05,
and except for the liquidation or dissolution of Subsidiaries of the Borrower if
the assets of such entities to the extent they exceed estimated liabilities are
acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such
liquidation or dissolution, provided that Subsidiaries of the Borrower that are
Guarantors may not be liquidated into Subsidiaries of the Borrower that are not
Guarantors and domestic Subsidiaries of the Borrower may not be liquidated into
Foreign Subsidiaries of the Borrower.

     (b) Do or cause to be done all things necessary to obtain, preserve, renew,
extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business, except to the extent that Holdings or
the Borrower reasonably determines that any such rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names are
no longer used or useful in its businesses; comply in all material respects with
all applicable laws, rules, regulations (including any zoning, building,
Environmental Law, ordinance, code or approval or any building permits or any
restrictions of record or agreements affecting the Mortgaged Properties) and
orders of any Governmental Authority, whether now in effect or hereafter
enacted; and at all times maintain and preserve all property material to the
conduct of such business and keep such property in good repair, working order
and condition and from time to time make, or cause to be made, all needful and
proper repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith, if any,
may be properly conducted at all times (in each case except as expressly
permitted by this Agreement); in each case in this paragraph (b) except where
the failure, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect.

     SECTION 5.02. Insurance. (a) Keep its insurable properties insured at all
times by financially sound and reputable insurers in such amounts as shall be
customary for similar businesses and maintain such other reasonable insurance
(including, to the extent consistent with past practices, self-insurance), of
such types, to such extent and against such risks, as is customary with
companies in the same or similar businesses, and maintain such other insurance
as may be required by law or any other Loan Document.

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<PAGE>

     (b) Cause all such property and casualty insurance policies with respect to
the Mortgaged Properties to be endorsed or otherwise amended to include a
"standard" or "New York" lender's loss payable endorsement, in form and
substance reasonably satisfactory to the Administrative Agent and the Collateral
Agent, which endorsement shall provide that, from and after the Closing Date, if
the insurance carrier shall have received written notice from the Administrative
Agent or the Collateral Agent of the occurrence of an Event of Default, the
insurance carrier shall pay all proceeds otherwise payable to the Borrower or
the Loan Parties under such policies directly to the Collateral Agent; cause all
such policies to provide that neither the Borrower, the Administrative Agent,
the Collateral Agent nor any other party shall be a coinsurer thereunder and to
contain a "Replacement Cost Endorsement", without any deduction for
depreciation, and such other provisions as the Administrative Agent or the
Collateral Agent may reasonably (in light of a Default or a material development
in respect of the insured Mortgaged Property) require from time to time to
protect their interests; deliver original or certified copies of all such
policies or a certificate of an insurance broker to the Collateral Agent; cause
each such policy to provide that it shall not be canceled, modified or not
renewed upon not less than 30 days' prior written notice thereof by the insurer
to the Administrative Agent and the Collateral Agent; deliver to the
Administrative Agent and the Collateral Agent, prior to the cancellation,
modification or nonrenewal of any such policy of insurance, a copy of a renewal
or replacement policy (or other evidence of renewal of a policy previously
delivered to the Administrative Agent and the Collateral Agent), or insurance
certificate with respect thereto, together with evidence satisfactory to the
Administrative Agent and the Collateral Agent of payment of the premium
therefor.

     (c) If at any time the area in which the Premises (as defined in the
Mortgages) are located is designated a "flood hazard area" in any Flood
Insurance Rate Map published by the Federal Emergency Management Agency (or any
successor agency), obtain flood insurance in such reasonable total amount as the
Administrative Agent, the Collateral Agent or the Required Lenders may from time
to time reasonably require, and otherwise comply with the National Flood
Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as
it may be amended from time to time.

     (d) With respect to each Mortgaged Property, carry and maintain
comprehensive general liability insurance including the "broad form CGL
endorsement" and coverage on an occurrence basis against claims made for
personal injury (including bodily injury, death and property damage) and
umbrella liability insurance against any and all claims, in no event for a
combined single limit of less than $1,000,000, naming the Collateral Agent as an
additional insured, on forms reasonably satisfactory to the Collateral Agent.

     (e) Notify the Administrative Agent and the Collateral Agent promptly
whenever any separate insurance concurrent in form or contributing in the event
of loss with that required to be maintained under this Section 5.02 is taken out
by Holdings, the Borrower or any of their Subsidiaries; and promptly deliver to
the Administrative Agent and the Collateral Agent a duplicate original copy of
such policy or policies, or insurance certificate with respect thereto.

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

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          (i) none of the Agents, the Lenders, any Fronting Bank and their
     respective agents or employees shall be liable for any loss or damage
     insured by the insurance policies required to be maintained under this
     Section 5.02, it being understood that (A) the Borrower and the other Loan
     Parties shall look solely to their insurance companies or any other parties
     other than the aforesaid parties for the recovery of such loss or damage
     and (B) such insurance companies shall have no rights of subrogation
     against the Agents, the Lenders, any Fronting Bank or their agents or
     employees. If, however, the insurance policies do not provide waiver of
     subrogation rights against such parties, as required above, then each of
     Holdings and the Borrower hereby agree, to the extent permitted by law, to
     waive, and to cause each of their Subsidiaries to waive, its right of
     recovery, if any, against the Agents, the Lenders, any Fronting Bank and
     their agents and employees; and

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

     SECTION 5.03. Taxes. Pay and discharge promptly when due all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits or in respect of its property, before the same shall become
delinquent or in default, as well as all lawful claims for labor, materials and
supplies or otherwise which, if unpaid, might give rise to a Lien upon such
properties or any part thereof; provided, however, that such payment and
discharge shall not be required with respect to any such tax, assessment,
charge, levy or claim so long as (a) the validity or amount thereof shall be
contested in good faith by appropriate proceedings and Holdings, the Borrower or
the affected Subsidiary, as applicable, shall have set aside on its books
reserves in accordance with GAAP with respect thereto, (b) such tax, assessment,
charge, levy or claim is in respect of property taxes for property that
Holdings, the Borrower or one of their Subsidiaries has determined to abandon
and the sole recourse for such tax, assessment, charge, levy or claim is to such
property or (c) the amount of such taxes, assessments, charges, levies and
claims and interest and penalties thereon does not exceed $2,000,000 in the
aggregate.

     SECTION 5.04. Financial Statements, Reports, Etc. Furnish to the Agents and
each Lender:

     (a) within 90 days after the end of each fiscal year, a consolidated
balance sheet and related statements of operations, cash flows and owners'
equity or stockholders' equity showing the financial position of each of
Holdings and its Subsidiaries and the Borrower and its Subsidiaries as of the
close of such fiscal year and the consolidated results of their operations
during such year, all audited by independent public accountants of recognized
national standing reasonably acceptable to the Administrative Agent and
accompanied by an opinion of such accountants (which shall not be qualified in
any material respect) to the effect that such consolidated financial statements
fairly present, in all material respects, the financial position and results of
operations of each of Holdings and its Subsidiaries and the Borrower and its


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Subsidiaries on a consolidated basis in accordance with GAAP, it being
understood that the delivery by Holdings of its Form 10-K as filed with the SEC
shall satisfy its requirements (but not those of the Borrower and its
Subsidiaries) under this Section 5.04(a);

     (b) within 45 days after the end of each of the first three fiscal quarters
of each fiscal year, a consolidated balance sheet and related statements of
operations and cash flows showing the financial position of each of Holdings and
its Subsidiaries and the Borrower and its Subsidiaries as of the close of such
fiscal quarter and the consolidated results of their operations during such
fiscal quarter and the then-elapsed portion of the fiscal year, all certified by
a Financial Officer of Holdings or the Borrower, as the case may be, on behalf
of Holdings or the Borrower, respectively, as fairly presenting, in all material
respects, the financial position and results of operations of Holdings and its
Subsidiaries or the Borrower and its Subsidiaries, as the case may be, in each
case on a consolidated basis in accordance with GAAP (except for the absence of
footnotes), subject to normal year-end audit adjustments, it being understood
that the delivery by Holdings of its Form 10-Q as filed with the SEC shall
satisfy its requirements (but not those of the Borrower and its Subsidiaries)
under this Section 5.04(b);

     (c) concurrently with any delivery of financial statements under (a) or (b)
above, a certificate of the accounting firm or Financial Officer on behalf of
the Borrower opining on or certifying such statements (which certificate, when
furnished by an accounting firm, may be limited to accounting matters and
disclaim responsibility for legal interpretations) (i) certifying that no Event
of Default or Default has occurred or, if such an Event of Default or Default
has occurred, specifying the nature and extent thereof and any corrective action
taken or proposed to be taken with respect thereto and (ii) setting forth
computations in reasonable detail satisfactory to the Administrative Agent
demonstrating compliance with the covenants contained in Sections 6.10, 6.11 and
6.12 (it being understood that the information required by this clause (ii) may
be provided in a certificate of a Financial Officer on behalf of the Borrower
instead of from such accounting firm);

     (d) promptly after the same become publicly available, copies of all
periodic and other publicly available reports, proxy statements and, to the
extent requested by the Administrative Agent, other materials filed by Holdings,
the Borrower or any of their Subsidiaries with the SEC, or distributed to its
shareholders generally, as the case may be;

     (e) if, as a result of any change in accounting principles and policies
from those as in effect on the date of this Agreement (other than in respect of
the capitalization of repairs and maintenance expenses as provided in the
definition of GAAP), the consolidated financial statements of Holdings or the
Borrower (and their respective Subsidiaries) delivered pursuant to paragraph (a)
or (b) above will differ in any material respect from the consolidated financial
statements that would have been delivered pursuant to such clauses had no such
change in accounting principles and policies been made, then, together with the
first delivery of financial statements pursuant to paragraph (a) and (b) above
following such change, a schedule prepared by a Financial Officer on behalf of
Holdings or the Borrower, as the case may be, reconciling such changes to what
the financial statements would have been without such changes;

     (f) within 30 days after the beginning of each fiscal year, a budget in
form satisfactory to the Agents prepared by Holdings for each of the four fiscal


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quarters of such fiscal year prepared in reasonable detail, of Holdings and its
Subsidiaries, accompanied by the statement of a Financial Officer of Holdings to
the effect that, to the best of his knowledge, the budget is a reasonable
estimate for the period covered thereby;

     (g) promptly following the creation or acquisition of any Subsidiary, a
certificate from a Responsible Officer, identifying such new Subsidiary and the
ownership interest of the Borrower and the Subsidiaries therein;

     (h) simultaneously with the delivery of any financial statements pursuant
to paragraph (a) or (b) above, a balance sheet and related statements of
operations, cash flows and stockholder's equity for each unconsolidated
Subsidiary for the applicable period;

     (i) promptly after the receipt thereof by Holdings, the Borrower or any of
their respective Subsidiaries, a copy of all reports submitted in connection
with any material interim or special audit made by independent accountants of
the books of Holdings, the Borrower or any of their Subsidiaries; and

     (j) promptly, from time to time, such other information regarding the
operations, business affairs and financial condition of Holdings, the Borrower
or any of their Subsidiaries, or compliance with the terms of any Loan Document,
or such consolidating financial statements, as in each case the Agents or any
Lender, acting through the Administrative Agent, may reasonably request.

     SECTION 5.05. Litigation and Other Notices. Furnish to the Administrative
Agent written notice of the following promptly after any Responsible Officer of
the Borrower obtains actual knowledge thereof:

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

     (b) the filing or commencement of, or any written threat or notice of
intention of any person to file or commence, any action, suit or proceeding,
whether at law or in equity or by or before any Governmental Authority, against
Holdings, the Borrower or any of their Subsidiaries in respect of which there is
a reasonable possibility of an adverse determination and which, if adversely
determined, could reasonably be expected to result in a Material Adverse Effect;
and

     (c) any other development specific to Holdings, the Borrower or any of
their Subsidiaries that is not a matter of general public knowledge and that has
resulted in, or could reasonably be expected to result in, a Material Adverse
Effect.

     SECTION 5.06. Employee Benefits. (a) Comply in all material respects with
the applicable provisions of ERISA and the provisions of the Code relating to
ERISA and any applicable similar non-U.S. law, except for such noncompliances
which could not reasonably be expected to result in a Material Adverse Effect,
and (b) furnish to the Administrative Agent (i) as soon as possible after, and
in any event within 30 days after any Responsible Officer of Holdings, the
Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable
Event has occurred, a statement of a Financial Officer setting forth details as
to such Reportable Event and the action proposed to be taken with respect


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thereto, together with a copy of the notice, if any, of such Reportable Event
given to the PBGC, (ii) promptly after any Responsible Officer learns of receipt
thereof, a copy of any notice that the Borrower or any ERISA Affiliate may
receive from the PBGC relating to the intention of the PBGC to terminate any
Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is
considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code
Section 414) or to appoint a trustee to administer any such Plan, (iii) within
30 days after the due date for filing with the PBGC pursuant to Section 412(n)
of the Code a notice of failure to make a required installment or other payment
with respect to a Plan, a statement of a Financial Officer setting forth details
as to such failure and the action proposed to be taken with respect thereto,
together with a copy of any such notice given to the PBGC and (iv) promptly
after any Responsible Officer learns thereof and in any event within 30 days
after receipt thereof by Holdings, the Borrower or any ERISA Affiliate from the
sponsor of a Multiemployer Plan, a copy of each notice received by Holdings, the
Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal
Liability or (B) a determination that a Multiemployer Plan is, or is expected to
be, terminated or in reorganization, in each case within the meaning of Title IV
of ERISA, provided that in the case of each of clauses (i) through (iv) above,
notice to the Administrative Agent shall only be required if such event or
condition, together with all other events or conditions referred to in clauses
(i) through (iv) above, could reasonably be expected to result in liability of
Holdings, the Borrower or any of their Subsidiaries in an aggregate amount
exceeding $15,000,000.

     SECTION 5.07. Maintaining Records; Access to Properties and Inspections.
Maintain all financial records in accordance with GAAP and permit any persons
designated by the Agents or any Lender to visit and inspect the financial
records and the properties of Holdings, the Borrower or any of their
Subsidiaries at reasonable times, upon reasonable prior notice to Holdings or
the Borrower, and as often as reasonably requested and to make extracts from and
copies of such financial records, and permit any persons designated by the
Agents or any Lender upon reasonable prior notice to Holdings or the Borrower to
discuss the affairs, finances and condition of Holdings, the Borrower or any of
their Subsidiaries with the officers thereof and independent accountants
therefor (subject to reasonable requirements of confidentiality, including
requirements imposed by law or by contract).

     SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and request
the issuance of Letters of Credit only for the purposes set forth in the
preamble to this Agreement.

     SECTION 5.09. Compliance with Environmental Laws. Comply, and make
reasonable efforts to cause all lessees and other persons occupying its
Properties to comply, with all Environmental Laws and Environmental Permits
applicable to its operations and Properties; obtain and renew all material
Environmental Permits necessary for its operations and Properties; and conduct
any Remedial Action in accordance with Environmental Laws, except, in each case
with respect to this Section 5.09, to the extent the failure to do so,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

     SECTION 5.10. Preparation of Environmental Reports. If a default caused by
reason of a breach of Section 3.17 or 5.09 shall have occurred and be
continuing, at the request of the Required Lenders through the Administrative
Agent, provide to the Lenders within 90 days after such request, at the expense
of the Borrower, an environmental site assessment report for the Properties
which are the subject of such default prepared by an environmental consulting


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firm acceptable to the Administrative Agent, indicating the presence or absence
of Hazardous Materials and the estimated cost of any Remedial Action required
under any applicable Environmental Law in connection with such Properties.

     SECTION 5.11. Further Assurances; Additional Mortgages; Etc. (a) Execute
any and all further documents, financing statements, agreements and instruments,
and take all further action (including filing Uniform Commercial Code and other
financing statements, mortgages and deeds of trust) that may be required under
applicable law, or which the Collateral Agent may reasonably request, in order
to effectuate the transactions contemplated by the Loan Documents and in order
to grant, preserve, protect and perfect the validity and first priority (subject
to Liens permitted by Section 6.02) of the security interests created or
intended to be created by the Security Documents. In addition, from time to
time, Holdings, the Borrower and their Subsidiaries will, at their cost and
expense, on or promptly (but in any event within 10 Business Days) following the
date of acquisition by Holdings or any Subsidiary of Holdings of any new
Subsidiary (subject to the receipt of any required consents from Governmental
Authorities) promptly secure the Obligations by causing the following to occur:
(i) promptly upon creating or acquiring any additional Subsidiary, the Equity
Interests of such Subsidiary (excluding that portion of the voting stock of any
Foreign Subsidiary which would be in excess of 65% of the total outstanding
voting stock of such Foreign Subsidiary) will be pledged pursuant to the Pledge
Agreement or the Security Agreement, and (ii) such Subsidiary will (unless such
Subsidiary is a Foreign Subsidiary or less than 90% of the Equity Interests of
such Subsidiary is owned by Holdings and its Subsidiaries) (A) become a party to
the Security Agreement and the Pledge Agreement (if such Subsidiary owns Equity
Interests of any other Person) as contemplated under each such agreement, (B)
enter into the Subsidiary Guarantee Agreement (or become a party thereto if the
Subsidiary Guarantee Agreement shall be in effect at such time) and (C) if such
Subsidiary owns any real property located in the United States having a value at
the time of acquisition of such Subsidiary in excess of $2,500,000, take the
actions specified in paragraph (b) below. All such security interests and Liens
will be created under the Security Documents and other instruments and documents
in form and substance reasonably satisfactory to the Collateral Agent, and
Holdings, the Borrower and their Subsidiaries shall deliver or cause to be
delivered to the Administrative Agent all such instruments and documents
(including legal opinions and lien searches) as the Required Lenders shall
reasonably request to evidence compliance with this Section 5.11. Holdings and
the Borrower agree to provide, and to cause each of their Subsidiaries to
provide, such evidence as the Collateral Agent shall reasonably request as to
the perfection and priority status of each such security interest and Lien.
Notwithstanding anything to the contrary contained above, Holdings and its
Subsidiaries will not be required to (i) cause any Subsidiary acquired after the
Closing Date to pledge any property pursuant to this Section or to execute any
Loan Document pursuant to this Section if, and to the extent that, and for so
long as, doing so would violate a contractual obligation applicable to the
respective Subsidiary which existed at the time of the acquisition thereof and
which was not created (or modified) in anticipation of the acquisition of such
Subsidiary or (ii) take any actions pursuant to this Section 5.11 with respect
to assets acquired after the Closing Date, to the extent that, and for so long
as, taking such actions would violate a contractual obligation applicable to the
assets so acquired which existed at the time of the acquisition thereof and
which was not created (or modified) in anticipation of the acquisition of such
assets.

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     (b) Holdings and the Borrower will, and will cause each of their domestic
Subsidiaries at least 90% of the Equity Interests in which are owned by Holdings
and its Subsidiaries to, grant to the Collateral Agent security interests and
mortgages (each an "Additional Mortgage") in such real property of Holdings,
Borrower or any such of their domestic Subsidiaries as are not covered by the
original Mortgages, to the extent acquired after the Closing Date and having a
value at the time of acquisition in excess of $2,500,000 (each such real
property, an "Additional Mortgaged Property"). All such Additional Mortgages
shall be granted pursuant to documentation substantially in the form of the
Mortgages delivered to the Collateral Agent on the Closing Date or in such other
form as is reasonably satisfactory to the Collateral Agent and shall constitute
valid and enforceable perfected Liens superior to and prior to the rights of all
third persons (except Liens under Section 6.02) and subject to no other Liens
except as are permitted by Section 6.02 at the time of perfection thereof. The
Additional Mortgages or instruments related thereto shall be duly recorded or
filed in such manner and in such places as is required by law to establish,
perfect, preserve and protect the Liens in favor of the Collateral Agent
required to be granted pursuant to the Additional Mortgages and all taxes, fees
and other charges payable in connection therewith shall be paid in full.

     (c) At the time of the IPO Reorganization, (i) Holdings and its
Subsidiaries will execute any further documents, financing statements,
agreements and instruments, and take all further actions that may be required
under applicable law, which the Collateral Agent may reasonably request, in
order to preserve, protect and maintain the security interests created or
intended to be created by the Security Documents and (ii) CapCo II will execute
any further documents and agreements and take all further actions that may be
required under applicable law, which the Administrative Agent or the Required
Lenders reasonably request so that CapCo II assumes all obligations of Graham
Packaging Holdings Company under the Loan Documents. It is understood that if
Graham Packaging Holdings Company remains in existence after the IPO
Reorganization, it will remain a Guarantor hereunder and will execute any
further documents and agreements and take all further actions that may be
required under applicable law, or which the Collateral Agent reasonably
requests, in order to preserve, protect and maintain the security interests
created or intended to be created by the Security Documents.

     (d) Without limiting the foregoing, within 60 days after any request by the
Administrative Agent, the Collateral Agent or the Required Lenders, the Borrower
will execute any and all further documents, make any requisite filings or
registrations, and take any further actions, in each case as reasonably
requested, in order to grant, preserve, protect and perfect security interests
in any Pledge Agreement Collateral pledged pursuant to the Pledge Agreement
under applicable local law (including, with respect to Foreign Subsidiaries of
Holdings, any actions so requested under the law of the jurisdiction of
incorporation or organization of the respective such Subsidiary).

     SECTION 5.12. Fiscal Year; Accounting. In the case of each of Holdings, the
Borrower and each of their Subsidiaries, cause its respective fiscal year to end
on December 31.

     SECTION 5.13. Dividends. In the case of the Borrower, permit its
Subsidiaries to pay dividends and cause such dividends to be paid to the extent
required to pay the monetary Obligations, subject to restrictions permitted by
Section 6.09(c) and to prohibitions imposed by applicable requirements of law.

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     SECTION 5.14. Interest Rate Protection Agreements. In the case of the
Borrower, as promptly as practicable and in any event within 60 days after the
Closing Date, enter into, and thereafter maintain in effect for a period of at
least three years following the Closing Date, one or more Interest Rate
Protection Agreements with any of the Lenders or other financial institutions
reasonably satisfactory to the Administrative Agent, the effect of which shall
be to limit at all times the interest payable in connection with Indebtedness
having an aggregate outstanding principal amount not less than an amount equal
to 33% of the aggregate principal amount of Term Borrowings, or such other
amount as may be agreed to by the Agents and the Borrower, to a maximum rate and
on terms and conditions reasonably acceptable, taking into account current
market conditions, to the Administrative Agent, and deliver evidence of the
execution and delivery thereof to the Administrative Agent, it being understood
and agreed that any Interest Rate Protection Agreements existing on the date
hereof shall be included in determining compliance with this Section 5.14 until
such existing Interest Rate Protection Agreements expire in accordance with the
terms thereof.

     SECTION 5.15. No Other "Designated Senior Indebtedness". The Borrower shall
not designate, or permit the designation of, any Indebtedness (other than under
this Agreement or the other Loan Documents) as "Designated Senior Indebtedness"
for the purpose of the definition of the same or the subordination provisions
contained in the Senior Subordinated Note Indenture or any refinancing or
successive refinancing thereof without the consent of the Administrative Agent.


                                   ARTICLE VI

                               NEGATIVE COVENANTS

     Each of Holdings and the Borrower covenants and agrees with each Lender
that, so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, neither Holdings nor the Borrower
will, and neither will cause or permit any of their Subsidiaries to:

     SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist any
Indebtedness, except:

     (a) Indebtedness existing on the date hereof and set forth in Schedule
6.01, but not any extensions, renewals or replacements of such Indebtedness
except (i) renewals and extensions expressly provided for in the agreements
evidencing any such Indebtedness as the same are in effect on the date of this
Agreement and (ii) refinancings and extensions of any such Indebtedness if the
average life to maturity thereof is greater than or equal to that of the
Indebtedness being refinanced or extended, provided that such extending, renewal
or replacement Indebtedness shall not be (A) Indebtedness of an obligor that was
not an obligor with respect to the Indebtedness being extended, renewed or


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refinanced or (B) in a principal amount which exceeds the Indebtedness being
renewed, extended or refinanced (plus unpaid accrued interest and premium
thereon);

     (b) Indebtedness created hereunder and under the other Loan Documents;

     (c) in the case of the Guarantors, the Guarantees under the Guarantee
Agreements;

     (d) Indebtedness of the Borrower and its Subsidiaries pursuant to Interest
Rate Protection Agreements entered into in order to fix the effective rate of
interest on the Loans and other Indebtedness, provided that such transactions
shall be entered into to hedge actual interest rate exposures and not for the
purpose of speculation;

     (e) Indebtedness owed to (including obligations in respect of letters of
credit for the benefit of) any person providing worker's compensation, health,
disability or other employee benefits or property, casualty or liability
insurance to the Borrower or any Subsidiary of the Borrower, pursuant to
reimbursement or indemnification obligations to such person;

     (f) (i) Indebtedness of the Borrower or any Subsidiary of the Borrower that
is a Guarantor to any Subsidiary of the Borrower or to the Borrower, (ii)
Indebtedness of the Borrower or any Subsidiary of the Borrower that is not a
Guarantor to any Subsidiary of the Borrower that is not a Guarantor; and (iii)
Indebtedness of any Subsidiary to the Borrower or any Subsidiary of the Borrower
arising from an investment made pursuant to Section 6.04;

     (g) intercompany Indebtedness resulting from investments made pursuant to
Sections 6.04(a), (h), (j), (k), (l) and/or (n);

     (h) Indebtedness of the Borrower or its Subsidiaries in respect of
performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations
and trade-related letters of credit, in each case provided in the ordinary
course of business, including those incurred to secure health, safety and
environmental obligations in the ordinary course of business and any extension,
renewal or refinancing thereof to the extent that the amount of refinancing
Indebtedness is not greater than the amount of Indebtedness being refinanced;

     (i) Indebtedness arising from the honoring by a bank or other financial
institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business, provided that such Indebtedness is
extinguished within two Business Days of its incurrence;

     (j) Indebtedness of a Subsidiary of the Borrower acquired after the date
hereof and Indebtedness of a corporation merged or consolidated with or into the
Borrower or a Subsidiary of the Borrower after the date hereof and Indebtedness
assumed in connection with the acquisition of assets, which Indebtedness in each
case exists at the time of such acquisition, merger, consolidation or conversion
into a Subsidiary of the Borrower and is not created in contemplation of such
event and where such acquisition, merger or consolidation is permitted by this
Agreement, provided that the aggregate principal amount of Indebtedness under
this paragraph (j) (including the amount of any Permitted Refinancing
Indebtedness incurred pursuant to the last parenthetical of this paragraph (j)
of Section 6.01) shall not at any time outstanding exceed $40,000,000 for the


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Borrower and all of its Subsidiaries (it being understood and agreed that
Permitted Refinancing Indebtedness incurred to refinance Indebtedness otherwise
permitted under this paragraph (j), or refinancings thereof previously effected
pursuant to this parenthetical, shall be permitted);

     (k) Capital Lease Obligations, mortgage financings and purchase money
Indebtedness incurred by the Borrower or any Subsidiary of the Borrower prior to
or within 270 days after the acquisition or improvement of the respective asset
permitted under this Agreement in order to finance such acquisition or
improvement, and extensions, renewals and refinancings thereof, in an aggregate
principal amount outstanding at any time not in excess of $20,000,000, provided
that any such refinancing Indebtedness shall not be (i) Indebtedness of an
obligor that was not an obligor with respect to the Indebtedness being extended,
renewed or refinanced, (ii) in a principal amount which exceeds the Indebtedness
being renewed, extended or refinanced or (iii) additionally secured;

     (l) Capital Lease Obligations incurred by the Borrower or any Subsidiary of
the Borrower in respect of any Sale and Lease-Back Transaction that is permitted
under Section 6.03;

     (m) Indebtedness of the Borrower or any Subsidiary of the Borrower
supported by a Letter of Credit, in a principal amount not in excess of the
stated amount of such Letter of Credit;

     (n) other Indebtedness of the Borrower and its domestic Subsidiaries,
provided that at no time shall the aggregate principal amount of all
Indebtedness outstanding pursuant to this clause (n) exceed $20,000,000;

     (o) other Indebtedness of Foreign Subsidiaries of the Borrower in an
aggregate principal amount at any time outstanding not in excess of $50,000,000;

     (p) Indebtedness of (x) Holdings and CapCo II pursuant to the Holdings
Discount Notes in an aggregate face (or principal) amount not to exceed
$169,000,000 (it being understood that the Holdings Discount Notes were
originally issued with an aggregate discount of approximately $68,400,000 and
the accretion of the aggregate principal amount to $169,000,000 occurred in
January 2003) less the aggregate amount of all repayments of principal of the
Holdings Discount Notes effected after the Original Closing Date and (y) the
Borrower and the Co-Borrower pursuant to the Senior Subordinated Notes in an
aggregate principal amount not to exceed $225,000,000 less the aggregate amount
of all repayments of the Senior Subordinated Notes effected after the Original
Closing Date (which Indebtedness described in clause (y) may be guaranteed by
Holdings on a senior subordinated basis in accordance with the Senior
Subordinated Note Indenture, provided that in no event shall any other
Subsidiary of Holdings or the Borrower guarantee any of the Indebtedness
described in this paragraph (p) without the specific consent of the Required
Lenders);

     (q) Indebtedness arising from agreements of the Borrower or a Subsidiary of
the Borrower providing for indemnification, adjustment of purchase price or
similar obligations, in each case, incurred or assumed in connection with the


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disposition of any business, assets or a Subsidiary, other than guarantees of
Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or a Subsidiary for the purpose of financing such acquisition;

     (r) obligations in respect of performance and surety bonds and completion
guarantees provided by the Borrower and its Subsidiaries in the ordinary course
of business;

     (s) Indebtedness incurred by Borrower or any of its Subsidiaries
constituting reimbursement obligations with respect to letters of credit issued
in the ordinary course of business, including without limitation, letters of
credit in respect of workers' compensation claims or self insurance and other
similar statutory requirements, or other Indebtedness with respect to
reimbursement type obligations regarding workers' compensation claims, so long
as the aggregate principal amount of Indebtedness pursuant to this clause (s)
shall not exceed $15,000,000 at any time outstanding;

     (t) Indebtedness evidenced by Other Hedging Agreements entered into
pursuant to Section 6.04(o);

     (u) Indebtedness constituting unsecured guarantees or letters of credit
supporting the Indebtedness permitted to be outstanding pursuant to Section
6.01(o);

     (v) Indebtedness of any Foreign Subsidiary that is a Subsidiary of the
Borrower to the Borrower or any domestic Subsidiary of the Borrower in an
aggregate principal amount outstanding at any time not in excess of $30,000,000;
provided that if the Administrative Agent or Required Lenders so request, any
such Indebtedness shall be evidenced by a promissory note which shall be in form
and substance satisfactory to the Administrative Agent and which shall be
pledged pursuant to the Pledge Agreement (so long as such pledge would not
result in adverse tax consequences to Holdings, the Borrower or the applicable
Subsidiary);

     (w) Indebtedness of the Borrower and its domestic Subsidiaries pursuant to
the Fulton County Bond Transactions incurred in accordance with the definition
thereof;

     (x) Indebtedness incurred by the Borrower, Co-Borrower and Holdings
pursuant to the Notes Refinancing, provided that any such Indebtedness shall (i)
constitute Permitted Refinancing Indebtedness and (ii) not have any scheduled
principal payments due prior to February 14, 2011;

     (y) Indebtedness incurred by Holdings pursuant to the Holdings Notes
Refinancing, provided that any such Indebtedness shall (i) constitute Permitted
Refinancing Indebtedness and (ii) not have any scheduled principal payments due
prior to February 14, 2011;

     (z) Indebtedness incurred by the Borrower or Holdings (and which may be
guaranteed by the other Loan Parties) pursuant to the New Senior Notes, provided
that the New Senior Notes shall constitute Permitted Refinancing Indebtedness in
all respects, except that (i) the aggregate principal amount of the New Senior
Notes may exceed the aggregate principal amount of the Tranche II Term Loans
then outstanding, (ii) the New Senior Notes may have a maturity date that is at
least five years from the date of issuance thereof and (iii) the New Senior
Notes and the obligations of the Loan Parties in respect thereof may be secured
by a Lien on the Collateral which is expressly junior to the Secured Parties'


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Lien (with all terms of the second-priority security interest and all rights and
remedies relating thereto to be satisfactory to the Agents);

     (aa) Indebtedness incurred by the Borrower or Holdings (and which may be
guaranteed by the other Loan Parties) pursuant to the New Senior Notes
Refinancing; and

     (bb) all premium (if any), interest (including post-petition interest),
fees, expenses, indemnities, charges and additional or contingent interest on
obligations described in clauses (a) through (aa) above.


     SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien on
any property or assets (including stock or other securities of any person,
including any Subsidiary of Holdings or the Borrower) at the time owned by it or
on any income or revenues or rights in respect of any thereof, or sell or
transfer any account receivable or any right in respect thereof, except:

          (a) Liens on property or assets of the Borrower and its Subsidiaries
     existing on the date hereof and set forth in Schedule 6.02, provided that
     such Liens shall secure only those obligations which they secure on the
     date hereof (and extensions, renewals and refinancings of such obligations
     permitted by Section 6.01(a)) and shall not subsequently apply to any other
     property or assets of Holdings, the Borrower or any of their Subsidiaries
     (other than pursuant to existing after acquired property clauses);

          (b) any Lien created under the Loan Documents or permitted in respect
     of any Mortgaged Property by the terms of the applicable Mortgage;

          (c) any Lien existing on any property or asset of the Borrower or any
     Subsidiary of the Borrower prior to the acquisition thereof by the Borrower
     or any Subsidiary of the Borrower, provided that (i) such Lien is not
     created in contemplation of or in connection with such acquisition and (ii)
     such Lien does not apply to any other property or asset of the Borrower or
     any Subsidiary of the Borrower;

          (d) any Lien on any property or asset of the Borrower or a Subsidiary
     of the Borrower securing Indebtedness (or Permitted Refinancing
     Indebtedness, in which case any such Lien shall be permitted subject to
     compliance with clause (iv) of the definition of Permitted Refinancing
     Indebtedness contained herein) permitted by Section 6.01(j), provided that
     such Lien does not apply to any other property or assets of Holdings, the
     Borrower or any of their Subsidiaries not securing such Indebtedness at the
     date of the acquisition of such property or asset (other than after
     acquired property subjected to a Lien securing Indebtedness and other
     obligations incurred prior to such date and permitted hereunder which
     contains a requirement for the pledging of after acquired property, it
     being agreed that such after acquired property shall not include property
     of Holdings, the Borrower and their Subsidiaries, other than any such
     acquired Subsidiary of the Borrower, that would have been included but for
     such acquisition);

          (e) Liens for taxes, assessments or other governmental charges or
     levies not yet delinquent, or which are for less than $2,000,000 in the


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     aggregate, or which are being contested in compliance with Section 5.03 or
     for property taxes on property that Holdings, the Borrower or one of their
     Subsidiaries has determined to abandon if the sole recourse for such tax,
     assessment, charge, levy or claim is to such property;

          (f) carriers', warehousemen's, mechanics', materialmen's, repairmen's
     or other like Liens arising in the ordinary course of business and securing
     obligations that are not due and payable or that are being contested in
     good faith by appropriate proceedings and in respect of which, if
     applicable, Holdings, the Borrower or the relevant Subsidiary shall have
     set aside on its books reserves in accordance with GAAP;

          (g) pledges and deposits made in the ordinary course of business in
     compliance with the Federal Employers Liability Act or any other workmen's
     compensation, unemployment insurance and other social security laws or
     regulations and deposits securing liability to insurance carriers under
     insurance or self-insurance arrangements in respect of such obligations;

          (h) deposits to secure the performance of bids, trade contracts (other
     than for Indebtedness), leases (other than Capital Lease Obligations),
     statutory obligations, surety and appeal bonds (the deposits for which
     shall not exceed $20,000,000 at any time outstanding), performance bonds
     and other obligations of a like nature incurred in the ordinary course of
     business, including those incurred to secure health, safety and
     environmental obligations in the ordinary course of business;

          (i) zoning restrictions, easements, trackage rights, leases (other
     than Capital Lease Obligations), licenses, special assessments,
     rights-of-way, restrictions on use of real property and other similar
     encumbrances incurred in the ordinary course of business which, in the
     aggregate, are not substantial in amount and do not materially detract from
     the value of the property subject thereto or interfere with the ordinary
     conduct of the business of Holdings, the Borrower or any of their
     Subsidiaries;

          (j) purchase money security interests in equipment or other property
     or improvements thereto hereafter acquired (or, in the case of
     improvements, constructed) by the Borrower or any Subsidiary of the
     Borrower (including the interests of vendors and lessors under conditional
     sale and title retention agreements), provided that (i) such security
     interests secure Indebtedness permitted by Section 6.01(k), (ii) such
     security interests are incurred, and the Indebtedness secured thereby is
     created, within 270 days after such acquisition (or construction), (iii)
     the Indebtedness secured thereby does not exceed 100% of the cost of such
     equipment or other property or improvements at the time of such acquisition
     (or construction), including transaction costs incurred by the Borrower or
     any Subsidiary of the Borrower in connection with such acquisition (or
     construction), (iv) such expenditures are permitted by this Agreement and
     (v) such security interests do not apply to any other property or assets of
     the Borrower or any Subsidiary of the Borrower (other than to accessions to
     such equipment or other property or improvements and provided that
     individual financings of equipment provided by a single lender may be
     cross-collateralized to other financings of equipment provided solely by
     such lender);

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          (k) Liens arising out of capitalized or operating lease transactions
     permitted under Section 6.03, so long as such Liens attach only to the
     property sold and being leased in such transaction and any accessions
     thereto or proceeds thereof and related property;

          (l) Liens on the assets of a Foreign Subsidiary of the Borrower which
     secure such Foreign Subsidiary's obligations under Indebtedness incurred
     pursuant to Section 6.01(o);

          (m) Liens securing judgments for the payment of money in an aggregate
     amount not in excess of $20,000,000 (except to the extent covered by
     insurance and the Administrative Agent shall be reasonably satisfied with
     the credit of such insurer), unless such judgments shall remain
     undischarged for a period of more than 30 consecutive days during which
     execution shall not be effectively stayed;

          (n) any leases or subleases in the ordinary course of business to
     other persons of properties or assets owned or leased by the Borrower or a
     Subsidiary of the Borrower;

          (o) any Lien arising by operation of law pursuant to Section 107(1) of
     the Comprehensive Environmental Response, Compensation and Liability Act,
     42 U.S.C. ss. 9607(1), or pursuant to analogous state law, for costs or
     damages which are not yet due (by virtue of a written demand for payment by
     a Governmental Authority) or which demand is being contested in compliance
     with the standard set forth in Section 5.03(a), or on property that the
     Borrower or a Subsidiary of the Borrower has determined to abandon if the
     sole recourse for such costs or damages is to such property, provided that
     the liability of the Borrower and its Subsidiaries with respect to the
     matter giving rise to all such Liens shall not, in the reasonable estimate
     of the Borrower (in light of all attendant circumstances, including the
     likelihood of contribution by third parties), exceed $10,000,000;

          (p) Liens that are contractual rights of setoff (i) relating to the
     establishment of depository relations with banks not given in connection
     with the issuance of Indebtedness or (ii) pertaining to pooled deposit
     and/or sweep accounts of the Borrower and/or any Subsidiary of the Borrower
     to permit satisfaction of overdraft or similar obligations incurred in the
     ordinary course of business of the Borrower and the Subsidiaries of the
     Borrower;

          (q) Liens securing obligations in respect of trade-related letters of
     credit permitted under Section 6.01 and covering the goods (or the
     documents of title in respect of such goods) financed by such letters of
     credit and the proceeds and products thereof;

          (r) other Liens with respect to property or assets not constituting
     collateral for the Obligations with an aggregate fair market value (valued
     at the time of creation thereof) of not more than $20,000,000 at any time;

          (s) Liens disclosed by the title insurance policies delivered pursuant
     to Sections 4.02 and 5.11;

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          (t) construction liens arising in the ordinary course of business,
     including liens for work performed for which payment has not been made,
     securing obligations that are not due and payable or are being contested in
     good faith by appropriate proceedings and in respect of which, if
     applicable, Holdings, the Borrower or the relevant Subsidiary thereof shall
     have set aside on its books reserves in accordance with GAAP;

          (u) the replacement, extension or renewal of any Lien permitted by
     clause (c), (d), (j) or (s) above; provided that such replacement,
     extension or renewal Lien shall not cover any property other than the
     property that was subject to such Lien prior to such replacement, extension
     or renewal; and provided further, that the Indebtedness and other
     obligations secured by such replacement, extension or renewal Lien are
     permitted by this Agreement;

          (v) Liens upon specific items of inventory or other goods and proceeds
     of the Borrower or any Subsidiary of the Borrower securing such Person's
     obligations in respect of bankers' acceptances issued or created for the
     account of such Person to facilitate the purchase, shipment or storage of
     such inventory or other goods;

          (w) Liens securing reimbursement obligations with respect to trade
     letters of credit which encumber documents and the goods purchased under
     such letters of credit and products and proceeds thereof;

          (x) Liens arising out of the Fulton County Bond Transactions incurred
     in accordance with the definition thereof;

          (y) Liens on the Collateral arising pursuant to the New Senior Notes,
     which Liens shall be expressly junior to the Liens securing the Obligations
     of the Borrower and the obligations of the other Loan Parties in respect
     thereof and on terms satisfactory to the Agents; and

          (z) Liens on the Collateral arising pursuant to Indebtedness incurred
     pursuant to clause (ii) of the definition of the New Senior Notes
     Refinancing.

     SECTION 6.03. Sale and Lease-Back Transactions. Enter into any arrangement,
directly or indirectly, with any person whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property
which it intends to use for substantially the same purpose or purposes as the
property being sold or transferred (a "Sale and Lease-Back Transaction"),
provided that (i) Sale and Lease-Back Transactions shall be permitted so long as
at no time will the aggregate Remaining Present Value of all leases entered into
pursuant to such Sale and Lease-Back Transactions (other than leases entered
into in connection with any Fulton County Bond Transactions) exceed $20,000,000
and (ii) any Sale and Lease-Back Transactions entered into in connection with
any Fulton County Bond Transactions in accordance with the definition thereof
shall be permitted.

     SECTION 6.04. Investments, Loans and Advances. Purchase, hold or acquire
any capital stock, evidences of indebtedness or other securities of, make or


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permit to exist any loans or advances to, or make or permit to exist any
investment or any other interest in, any other person, except:

          (a) investments (i) existing on the Closing Date in the Equity
     Interests of the Subsidiaries of Holdings; (ii) by Holdings in the Equity
     Interests of the Borrower, CapCo II and Opco GP; (iii) by the Borrower or
     any Subsidiary of the Borrower in any 90% Subsidiary of the Borrower that
     is a Guarantor (so long as such Guarantor shall remain a 90% Subsidiary of
     the Borrower after giving effect to such investment); (iv) by any 90%
     Subsidiary of the Borrower in any Wholly Owned Subsidiary of the Borrower
     that is a Guarantor; or (v) by any Subsidiary of the Borrower that is not a
     Guarantor in any 90% Subsidiary of the Borrower that is not a Guarantor (so
     long as such Subsidiary shall remain a 90% Subsidiary of the Borrower after
     giving effect to such investment);

          (b) Permitted Investments and investments that were Permitted
     Investments when made;

          (c) investments arising out of the receipt by the Borrower or any
     Subsidiary of the Borrower of noncash consideration for the sale of assets
     permitted under Section 6.05, provided that such consideration (if the
     stated amount or value thereof is in excess of $2,000,000) is pledged upon
     receipt pursuant to the Pledge Agreement to the extent required hereby and
     thereby;

          (d) intercompany loans permitted to be incurred as Indebtedness under
     Sections 6.01(a), (f), (n), (o) and (v);

          (e) (i) loans and advances to employees of Holdings, the Borrower or
     their Subsidiaries not to exceed $5,000,000 in the aggregate at any time
     outstanding (calculated without regard to write-downs or write-offs
     thereof) and (ii) advances of payroll payments and expenses to employees in
     the ordinary course of business;

          (f) (i) accounts receivable arising and trade credit granted in the
     ordinary course of business and any securities received in satisfaction or
     partial satisfaction thereof from financially troubled account debtors to
     the extent reasonably necessary in order to prevent or limit loss and (ii)
     prepayments and other credits to suppliers made in the ordinary course of
     business;

          (g) Interest Rate Protection Agreements permitted pursuant to Section
     6.01(d);

          (h) investments existing on the Closing Date and set forth on Schedule
     6.04;

          (i) investments resulting from pledges and deposits referred to in
     Section 6.02(g) or (h);

          (j) other investments by the Borrower and its Subsidiaries in an
     aggregate amount (valued at the time of the making thereof, and without
     giving effect to any write-downs or write-offs thereof) not to exceed
     $30,000,000 (plus any returns of capital actually received by the
     respective investor in respect of investments theretofore made by it
     pursuant to this clause (j)); provided that at any time additional


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     investments may be made pursuant to this clause (j) at the election of the
     Borrower, which additional investments pursuant to this proviso shall only
     be permitted to the extent that the Borrower so elects (x) to apply an
     amount not to exceed the Available Investment Basket Amount at such time to
     the making of the respective investment pursuant to this clause (j) and/or
     (y) to make additional investments pursuant to this clause (j) with the
     proceeds of Designated Capital Contributions;

          (k) investments by the Borrower and its Subsidiaries in Foreign
     Subsidiaries of the Borrower in an aggregate amount (valued at the time of
     the making thereof, and without giving effect to any write-downs or
     write-offs thereof) not to exceed $50,000,000 (plus any returns of capital
     actually received by the respective investor in respect of investments
     theretofore made by it pursuant to this clause (k)); provided that at any
     time additional investments may be made pursuant to this clause (k) at the
     election of the Borrower, which additional investments pursuant to this
     proviso shall only be permitted to the extent that the Borrower so elects
     (x) to apply an amount not to exceed the Available Investment Basket Amount
     at such time to the making of the respective investment pursuant to this
     clause (k) and/or (y) to make additional investments pursuant to this
     clause (k) with the proceeds of Designated Capital Contributions;

          (l) investments constituting Permitted Business Acquisitions;

          (m) Holdings shall be permitted to contribute to the Borrower the
     proceeds of (i) Designated Capital Contributions, (ii) Special Capital
     Contributions and (iii) issuances of Equity Interests that are utilized by
     the Borrower to effect the Notes Refinancing;

          (n) investments by the Borrower and its Subsidiaries in Joint
     Ventures, so long as the aggregate amount so invested pursuant to this
     clause (n) (valued at the time of the making thereof, and without giving
     effect to any write-downs or write-offs thereof) does not exceed
     $15,000,000 (plus any returns of capital actually received by the
     respective investor in respect of investments theretofore made by it
     pursuant to this clause (n)); provided that at any time additional
     investments may be made pursuant to this clause (n) at the election of the
     Borrower, which additional investments pursuant to this proviso shall only
     be permitted to the extent that the Borrower so elects (x) to apply an
     amount not to exceed the Available Investment Basket Amount at such time to
     the making of the respective investment pursuant to this clause (n) and/or
     (y) to make additional investments pursuant to this clause (n) with the
     proceeds of Designated Capital Contributions;

          (o) the Borrower and its Subsidiaries may enter into and perform its
     obligations under Other Hedging Agreements entered into in the ordinary
     course of business and so long as any such Other Hedging Agreement is not
     speculative in nature;

          (p) investments expressly permitted by Section 6.05;

          (q) additional investments may be made from time to time to the extent
     made with proceeds of Equity Interests (excluding proceeds of Designated
     Capital Contributions, proceeds received as a result of the exercise of
     Cure Rights pursuant to Section 7.02 and that portion (if any) of the


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     proceeds of an initial public offering of the common stock of Holdings that
     are utilized to (x) effect the Holdings Note Refinancing, (y) repay up to
     $25,000,000 of outstanding Revolving Loans and/or Swingline Loans (to the
     extent outstanding) or (z) repay Term Loans pursuant to Section 2.12(c)) of
     Holdings, which proceeds or investments in turn are contributed to the
     Borrower;

          (r) investments made as part of the Fulton County Bond Transactions in
     accordance with the definition thereof; and

          (s) the IPO Reorganization.

     SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions.
Merge into or consolidate with any other person, or permit any other person to
merge into or consolidate with it, or sell, transfer, lease or otherwise dispose
of (in one transaction or in a series of transactions) all or any part of its
assets (whether now owned or hereafter acquired), or any Equity Interests of any
Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a
series of transactions) all or any substantial part of the assets of any other
person, except that this Section shall not prohibit:

          (a) the purchase and sale of inventory in the ordinary course of
     business by the Borrower or any Subsidiary of the Borrower or the
     acquisition of any other asset (excluding assets constituting investments
     of the type subject to Section 6.04) in the ordinary course of business;

          (b) if at the time thereof and immediately after giving effect thereto
     no Event of Default or Default shall have occurred and be continuing (i)
     the merger of any Subsidiary of the Borrower into the Borrower in a
     transaction in which the Borrower is the surviving corporation and (ii) the
     merger or consolidation of any Subsidiary of the Borrower into or with any
     other 90% Subsidiary of the Borrower in a transaction in which the
     surviving entity is a 90% Subsidiary of the Borrower (which shall be a
     domestic Subsidiary if the non-surviving person shall be a domestic
     Subsidiary) and, (A) in the case of each of clauses (i) and (ii), no person
     other than the Borrower or a 90% Subsidiary of the Borrower receives any
     consideration and (B) in the case of clause (ii), if any non-surviving
     person was a Guarantor the surviving person must be a Guarantor;

          (c) Sale and Lease-Back Transactions permitted by Section 6.03;

          (d) investments permitted by Section 6.04;

          (e) subject to Section 6.07, sales, leases or transfers (i) from the
     Borrower or any Subsidiary of the Borrower to the Borrower or to a domestic
     90% Subsidiary of the Borrower, (ii) from any Foreign Subsidiary of the
     Borrower to any Wholly Owned Subsidiary of the Borrower or the Borrower,
     (iii) from any Foreign Subsidiary that is a non-Wholly Owned Subsidiary of
     the Borrower to any other Foreign Subsidiary that is a non-Wholly Owned
     Subsidiary of the Borrower or (iv) from any Foreign Subsidiary that is a
     Wholly Owned Subsidiary of the Borrower to any Foreign Subsidiary that is a
     non-Wholly Owned Subsidiary of the Borrower, provided that the fair market
     value of all property sold, leased or transferred pursuant to this clause
     (iv) shall not exceed $20,000,000 in the aggregate;

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          (f) sales, leases or other dispositions of equipment or other property
     of the Borrower or its Subsidiaries determined by the general partner or
     senior management of the Borrower to be no longer useful or necessary in
     the operation of the business of the Borrower or its Subsidiaries, provided
     that the Net Proceeds thereof shall be applied in accordance with Section
     2.12(c);

          (g) sales, leases or other dispositions of inventory of the Borrower
     and its Subsidiaries not made in the ordinary course of business determined
     by the general partner or senior management of the Borrower to be no longer
     useful or necessary in the operation of the business of the Borrower and
     its Subsidiaries, provided that the Net Proceeds thereof shall be applied
     in accordance with Section 2.12(c);

          (h) the sale of any Equity Interests of any Subsidiary of the Borrower
     in which less than 90% of the Equity Interests is owned by the Borrower and
     its Subsidiaries;

          (i) sales, leases or other dispositions of property having a net book
     value not in excess of $20,000,000 in any fiscal year, provided that the
     Net Proceeds thereof are applied in accordance with Section 2.12(c) or are
     used within one year of the date of receipt thereof to purchase assets
     useful in the business of the Borrower and its Subsidiaries, provided
     further, that no sale may be made pursuant to this paragraph (i) of the
     Equity Interests of any Subsidiary except in connection with the sale of
     all its outstanding Equity Interests that are held by the Borrower and any
     other Subsidiary and provided further, that to the extent that the net book
     value of such property sold, leased or disposed in any fiscal year is less
     than $20,000,000, the amount of such difference, but in no case more than
     $10,000,000, may be carried forward and used for sales, leases, or
     dispositions of property in the immediately succeeding fiscal year (after
     the full amount such sales, leases and other dispositions of property
     otherwise permitted to be made under this paragraph (i) in such fiscal
     year, without regard to the provisions of this proviso, have been made) (it
     being understood that amounts once carried forward into such succeeding
     fiscal year shall lapse and terminate at the end of such fiscal year);

          (j) the Transaction;

          (k) the sale of defaulted receivables in the ordinary course of
     business and not as part of an accounts receivables financing transaction;

          (l) sales, leases or other dispositions of the Subject Property
     pursuant to the Fulton County Bond Transactions consummated in accordance
     with the definition thereof;

          (m) the IPO Reorganization; and

          (n) licenses of intellectual property in the ordinary course of
     business.

Notwithstanding anything to the contrary contained above, Holdings must at all
times own, directly or indirectly, 100% of the Equity Interests of the Borrower
and Opco GP (except to the extent Opco GP is liquidated or consolidated with
Holdings in connection with or in contemplation of the IPO Reorganization).

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     SECTION 6.06. Dividends and Distributions. Declare or pay, directly or
indirectly, any dividend or make any other distribution (by reduction of capital
or otherwise), whether in cash, property, securities or a combination thereof,
with respect to any of its Equity Interests (other than dividends and
distributions on the common stock of Holdings payable solely by the issuance of
additional shares of common stock of Holdings) or directly or indirectly redeem,
purchase, retire or otherwise acquire for value (or permit any Subsidiary to
purchase or acquire) any shares of any class of its Equity Interests or set
aside any amount for any such purpose; provided, however, that:

          (a) any Subsidiary of the Borrower may declare and pay dividends to,
     repurchase its Equity Interests from or make other distributions to the
     Borrower or to any Wholly Owned Subsidiary of the Borrower (or, in the case
     of non-Wholly Owned Subsidiaries, to the Borrower or any Subsidiary of the
     Borrower and to each other owner of Equity Interests of such Subsidiary on
     a pro rata basis (or more favorable basis from the perspective of the
     Borrower or such Subsidiary) based on their relative ownership interests);

          (b) Holdings and the Borrower may effect the Transaction, the IPO
     Reorganization and transactions related thereto;

          (c) the Borrower may declare and pay dividends or make other
     distributions to Holdings in respect of overhead, tax liabilities (other
     than income tax liabilities for which the Borrower is permitted (or would
     be permitted subject to satisfaction of subclauses (x) and (y) of clause
     (e) of this Section 6.06) to make distributions pursuant to clause (e) of
     this Section 6.06) of Holdings, legal, accounting and other professional
     fees and expenses and other fees and expenses in connection with the
     maintenance of its existence and its ownership of the Borrower, CapCo II
     and Opco GP and in order to permit Holdings to make payments permitted by
     Sections 6.07(b) and (c);

          (d) Holdings and the Borrower may purchase or redeem (and the Borrower
     may declare and pay dividends or make other distributions to Holdings the
     proceeds of which are to be used by Holdings to so purchase or redeem),
     directly or indirectly, Equity Interests of Holdings or BMP/Graham Holdings
     (including related stock appreciation rights or similar securities) held by
     then present or former officers or employees of Holdings, the Borrower or
     any of their Subsidiaries or by any Plan upon such person's death,
     disability, retirement or termination of employment or under the terms of
     any such Plan or any other agreement under which such shares of stock or
     related rights were issued, provided that the aggregate amount of such
     purchases or redemptions under this paragraph (d) shall not exceed in any
     calendar year $5,000,000 (plus the amount of net proceeds received by
     Holdings or the Borrower, including such amounts received from BMP/Graham
     Holdings, during such calendar year from Employee Equity Sales and the
     amount of net proceeds of any key-man life insurance received during such
     calendar year) which, if not used in any year may be carried forward to any
     subsequent calendar year; provided, however, that the aggregate amount of
     such purchases or redemptions that may be made pursuant to this paragraph
     (d) shall not exceed $15,000,000 (plus the amount of net proceeds received
     by Holdings or the Borrower, including such amounts received from


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     BMP/Graham Holdings, after the date of this Agreement from Employee Equity
     Sales);

          (e) for so long as the Borrower or Holdings is a partnership or
     substantially similar pass-through entity for federal income tax purposes,
     cash distributions may be made by the Borrower to Borrower Partners or by
     Holdings to Holdings Partners, as the case may be, from time to time in
     amounts not to exceed the Permitted Tax Amount Distributions of Borrower or
     Holdings, as the case may be, so long as (x) the payments are made at the
     times permitted by the second sentence of the definition of Permitted Tax
     Amount Distributions contained herein and (y) no Event of Default exists at
     the time any distribution is made pursuant to this Section 6.06(e) or would
     exist after giving effect thereto;

          (f) non-cash repurchases of Equity Interests deemed to occur upon
     exercise of stock options if such Equity Interests represent a portion of
     the exercise price of such options; and

          (g) so long as the Loans have not been accelerated pursuant to Article
     VII, no Default under Section 7.01(b), (c), (h) or (i) then exists and no
     Event of Default then exists or would result therefrom, the Borrower may
     pay cash dividends to Holdings at the times and in the amounts necessary to
     enable Holdings to make the cash interest payments due on the Holdings
     Discount Notes (or any notes issued pursuant to the Holdings Note
     Refinancing) so long as Holdings immediately thereafter uses such cash
     dividends to make such cash interest payments.

     SECTION 6.07. Transactions with Affiliates. (a) Sell or transfer any
property or assets to, or purchase or acquire any property or assets from, or
otherwise engage in any other transaction with, any of its Affiliates or any
known direct or indirect holder of 10% or more of any class of capital stock of
Holdings, unless such transaction forms a part of the Transaction or is (i)
otherwise permitted (or required) under this Agreement and (ii) upon terms no
less favorable to Holdings, the Borrower or such Subsidiary, as the case may be,
than it would obtain in a comparable arm's-length transaction with a person
which was not an Affiliate, provided that the foregoing restriction shall not
apply to (A) the payment to the Fund or any of its Affiliates or the Fund
Affiliates of the monitoring and management fees referred to in paragraph (c)
below or fees payable on the Closing Date or (B) the indemnification of
directors of Holdings, the Borrower and their Subsidiaries in accordance with
customary practice.

     (b) The foregoing paragraph (a) shall not prohibit, to the extent otherwise
permitted under this Agreement, (i) any issuance of securities, or other
payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, stock options and stock ownership plans
approved by the Advisory Committee or board of directors of Holdings, (ii) loans
or advances to employees of Holdings, the Borrower or any of their Subsidiaries
in accordance with Section 6.04(e), (iii) transactions among the Borrower and
Wholly Owned Subsidiaries and transactions among Wholly Owned Subsidiaries
otherwise permitted by this Agreement, (iv) the payment of fees and indemnities
to directors, officers and employees of Holdings and its Subsidiaries in the
ordinary course of business, (v) transactions pursuant to permitted agreements
in existence on the Closing Date and set forth on Schedule 6.07, (vi) any


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employment agreements entered into by any of the Borrower or any of its
Subsidiaries in the ordinary course of business, (vii) dividends and repurchases
permitted under Section 6.06, (viii) any purchase by the Investors of Equity
Interests of Holdings or any purchase by Holdings of Equity Interests of the
Borrower or any contribution by Holdings to the equity capital of the Borrower,
provided that any Equity Interests of the Borrower purchased by Holdings shall
be pledged to the Collateral Agent on behalf of the Lenders pursuant to the
Pledge Agreement, (ix) payments by Holdings, the Borrower or any of their
Subsidiaries to the Fund and Fund Affiliates made for any financial advisory,
financing, underwriting or placement services or in respect of other investment
banking activities, including, without limitation, in connection with
acquisitions or divestitures which payments are approved by the majority of the
disinterested members of the Advisory Committee or board of directors of
Holdings, in good faith, (x) transactions in which the Borrower delivers to the
Administrative Agent a letter from an independent financial advisor acceptable
to the Administrative Agent stating that such transaction is fair to the
Borrower or applicable Subsidiary from a financial point of view, (xi) any
agreement as in effect as of the Closing Date or any amendment thereto (so long
as any such amendment is not disadvantageous to the Lenders in any material
respect) or any transaction contemplated thereby and (xii) the existence of, or
the performance by Holdings, the Borrower or any of their Subsidiaries of their
obligations in connection with, the Recapitalization Agreement (as defined in
the Existing Credit Agreement) or any agreement relating thereto (including any
registration rights agreement or purchase agreement related thereto) to which it
was a party as of the Original Closing Date; provided, however, that the
existence of, or the performance by Holdings, the Borrower or any Subsidiary of
obligations under any amendment to any such existing agreement shall only be
permitted by this clause (xii) to the extent that the terms of any such
amendment or new agreement are not otherwise disadvantageous to the Lenders in
any material respect.

     (c) Make any payment of or on account of monitoring or management or
similar fees payable to the Fund or the Fund Affiliates in an aggregate amount
in any fiscal year in excess of $1,000,000 (plus reasonable expenses in
connection therewith).

     SECTION 6.08. Business of Holdings, the Borrower and their Subsidiaries.
Engage at any time in any business or business activity other than (a) in the
case of the Borrower and its Subsidiaries other than the Co-Borrower, any
business or business activity conducted by it on the date hereof and any
business or business activities incidental or related thereto or the
manufacture, marketing or sale of containers or any business or activity that is
reasonably similar thereto or a reasonable extension, development or expansion
thereof or ancillary thereto, including the consummation of the Transaction, (b)
in the case of Holdings, (i) the ownership of the Equity Interests in the
Borrower, CapCo II and Opco GP, together with activities directly related
thereto, (ii) performance of its obligations under and in connection with the
Loan Documents and under the Holdings Discount Notes Documents, the Senior
Subordinated Notes Documents or any refinancing thereof permitted by this
Agreement, the Stockholders Agreement executed in connection with the
Recapitalization Agreement and other agreements contemplated thereby, (iii)
actions incidental to the consummation of the Transaction, (iv) actions required
by law to maintain its existence, (v) the redemption of the Holdings Discount
Notes in accordance with this Agreement, (vi) the IPO Reorganization and (vii)
sales of its capital stock, (c) in the case of Opco GP, (i) the ownership of the
general partnership interest in the Borrower, together with activities directly
related thereto, (ii) performance of its obligations under and in connection


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with the Loan Documents, the Stockholders Agreement executed in connection with
the Recapitalization Agreement and other agreements contemplated thereby, (iii)
actions incidental to the consummation of the Transaction and (iv) actions
required by law to maintain its existence and (d) in the case of CapCo II and
the Co-Borrower, (i) performance of their obligations under and in connection
with the Loan Documents, the Holdings Discount Notes (or any refinancing thereof
permitted by this Agreement), the Senior Subordinated Notes (or any refinancing
thereof permitted by this Agreement), the Stockholders Agreement executed in
connection with the Recapitalization Agreement and other agreements contemplated
thereby, (ii) actions incidental to the consummation of the Transaction, (iii)
actions required by law to maintain their status as a corporation and (iv) the
IPO Reorganization.

     SECTION 6.09. Limitation on Modifications of Indebtedness; Modifications of
Certificate of Incorporation, By-Laws and Certain Other Agreements; Etc. (a)
Amend or modify in any manner materially adverse to the Lenders, or grant any
waiver or release under or terminate in any manner (if such action shall be
adverse to the Lenders), the certificate of incorporation or By-laws or
partnership agreement or limited liability agreement in any material respect of
Holdings, the Borrower or any of their Subsidiaries.

     (b) (i) Make (or give any notice in respect thereof) any voluntary or
optional payment or prepayment on or redemption or acquisition for value of
(including, without limitation, by way of depositing with the trustee with
respect thereto money or securities before due for the purpose of paying when
due), or any prepayment or redemption as a result of any asset sale, change of
control or similar event of, any Holdings Discount Notes or any refinancing or
successive refinancing thereof (other than pursuant to the Holdings Notes
Refinancing), the Senior Subordinated Notes or any refinancing or successive
refinancing thereof (other than pursuant to the Notes Refinancing) or the New
Senior Notes or any refinancing or successive refinancing thereof (other than
(x) pursuant to the New Senior Notes Refinancing or (y) to the extent the New
Senior Notes Refinancing has been consummated pursuant to the incurrence of
Indebtedness under this Agreement, such Indebtedness may be prepaid in
accordance with the terms and conditions set forth in this Agreement) or (ii)
amend or modify, or permit the amendment of modification of, any Holdings
Discount Notes (or any refinancing or successive refinancing thereof), the
Senior Subordinated Notes (or any refinancing or successive refinancing thereof)
or the New Senior Notes (or any refinancing or successive refinancing thereof,
except, to the extent the New Senior Notes Refinancing has been consummated
pursuant to the incurrence of Indebtedness under this Agreement, the terms and
conditions governing such Indebtedness may be amended or modified in accordance
with the terms and conditions set forth in this Agreement) or any agreement
(including, without limitation any Holdings Discount Notes Document or Senior
Subordinated Notes Document) relating thereto, other than amendments or
modifications which do not in any way adversely affect, in any material respect,
the interest of the Lenders and which do not affect the subordination provisions
thereof, if any.

     (c) Permit any Subsidiary of Holdings to enter into any agreement or
instrument which by its terms restricts the payment of dividends or
distributions or the making of cash advances by such Subsidiary to the Borrower
or any Subsidiary that is a direct or indirect parent of such Subsidiary other
than those arising under any Loan Document and other than those which would not
reasonably be expected to have a Material Adverse Effect.

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     SECTION 6.10. Capital Expenditures. Permit Holdings or its Subsidiaries to
make any Capital Expenditure, except that:

     (a) During any fiscal year ending closest to December 31, 2003 or
thereafter, the Borrower and its Subsidiaries may make Capital Expenditures so
long as the aggregate amount thereof does not exceed $175,000,000 for any such
fiscal year (provided that the amounts for any such fiscal year shall be reduced
by any amounts used to make Permitted Business Acquisitions in such fiscal year
pursuant to clause (x) of the proviso to the definition of Permitted Business
Acquisition Amount).

     (b) Notwithstanding anything to the contrary contained in clause (a) above,
to the extent that the aggregate amount of Capital Expenditures made by the
Borrower and its Subsidiaries in any fiscal year of the Borrower ending closest
to December 31, 2003 or thereafter pursuant to Section 6.10(a) is less than the
amount set forth for such fiscal year pursuant to preceding clause (a), the
amount of such difference may be carried forward and used to make Capital
Expenditures in succeeding fiscal years, provided that in any fiscal year, the
amount permitted to be applied to make Capital Expenditures pursuant to this
clause (b) shall in no event exceed an amount equal to 50% of the amount set
forth in Section 6.10(a) for such fiscal year.

     (c) In addition to the Capital Expenditures permitted pursuant to preceding
clauses (a) and (b), the Borrower and its Subsidiaries may make additional
Capital Expenditures as follows: (i) Capital Expenditures made with the proceeds
of Designated Capital Contributions, (ii) Capital Expenditures may be made at
any time in an amount not to exceed the Cumulative Retained Excess Cash Flow
Amount at such time and (iii) Capital Expenditures may be made at any time in an
amount not to exceed the Cumulative Retained Net Proceeds Amount at such time.

     SECTION 6.11. Interest Coverage Ratio. Permit the ratio (the "Interest
Coverage Ratio") on the last day of any fiscal quarter occurring in any period
set forth below, for the four quarter period ended as of such day of (a) EBITDA
of the Borrower and its Subsidiaries to (b) Cash Interest Expense to be less
than the ratio set forth below for such period, provided that to the extent any
Asset Disposition or any Permitted Business Acquisition (or any similar
transaction or transactions which require a waiver or a consent of the Required
Lenders pursuant to Section 6.05) has occurred during the relevant Test Period,
the Interest Coverage Ratio shall be determined for the respective Test Period
on a Pro Forma Basis for such occurrences:

      Period:                                                 Ratio:

Closing Date to and including December 31, 2004 ...........   2.25:1.0
January 1, 2005 to and including December 31, 2006 ........   2.50:1.0
January 1, 2007 and thereafter ............................   2.75:1.0

     SECTION 6.12. Net Leverage Ratio. Permit the Net Leverage Ratio on the last
day of any fiscal quarter ending in any period set forth below, to be in excess
of the ratio set forth below for such period:

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      Period:                                                 Ratio:

Closing Date to and including June 30, 2004 ...............   5.50:1.0
July 1, 2004 to and including September 30, 2004 ..........   5.25:1.0
October 1, 2004 to and including June 30, 2005 ............   5.00:1.0
July 1, 2005 to and including December 31, 2005 ...........   4.75:1.0
January 1, 2006 to and including June 30, 2006 ............   4.50:1.0
July 1, 2006 to and including December 31, 2006 ...........   4.25:1.0
January 1, 2007 and thereafter ............................   4.00:1.0

     SECTION 6.13. Changes To Legal Names; Organizational Identification
Numbers, Jurisdiction or Type of Organization. No Loan Party shall change, or
permit any change to, its legal name until (i) it shall have given to the
Administrative Agent and the Collateral Agent not less than 10 days prior
written notice of its intention so to do, clearly describing such new name and
providing other information in connection therewith as the Administrative Agent
or Collateral Agent may reasonably request and (ii) with respect to such new
name, it shall have taken all action reasonably requested by the Administrative
Agent or Collateral Agent to maintain the security interests of the
Administrative Agent or Collateral Agent in the Collateral intended to be
granted pursuant to the Security Documents at all times fully perfected and in
full force and effect. In addition, to the extent that any Loan Party does not
have an organizational identification number on the date hereof and later
obtains one, or if there is any change in the organizational identification
number of any Loan Party, the Borrower or such Loan Party shall promptly notify
the Administrative Agent and the Collateral Agent of such new or changed
organizational identification number and shall take all actions reasonably
satisfactory to the Administrative Agent and the Collateral Agent to the extent
necessary to maintain the security interests of the Administrative Agent or
Collateral Agent in the Collateral intended to be granted pursuant to the
Security Documents fully perfected and in full force and effect. Furthermore, no
Loan Party shall change its jurisdiction of organization or its type of
organization until (i) it shall have given to the Administrative Agent and the
Collateral Agent not less than 10 days prior written notice of its intention so
to do, clearly describing such new jurisdiction of organization and/or type of
organization and providing such other information in connection therewith as the
Administrative Agent or Collateral Agent may reasonably request and (ii) with
respect to such new jurisdiction and/or type of organization, it shall have
taken all actions reasonably requested by the Administrative Agent or the
Collateral Agent to maintain the security interests of the Administrative Agent
or Collateral Agent in the Collateral intended to be granted pursuant to the
Security Documents at all times fully perfected and in full force and effect. If
at any time Schedule 3.25 hereto is not true and correct (as of the date in
question, which may be after the Closing Date), whether because of changes
thereto or as a result of the creation or acquisition of additional Loan
Parties, the Borrower shall promptly furnish to the Administrative Agent and the
Collateral Agent a true and correct updated Schedule 3.25, which shall contain
the updated information required therein with respect to each Loan Party as of
the date of any change thereto.

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                                  ARTICLE VII

                                EVENTS OF DEFAULT

     SECTION 7.01. Events of Default. In case of the happening of any of the
following events ("Events of Default"):

          (a) any representation or warranty made or deemed made by Holdings,
     the Borrower or any Loan Party in any Loan Document, or any representation,
     warranty, statement or information contained in any report, certificate,
     financial statement or other instrument furnished in connection with or
     pursuant to any Loan Document, shall prove to have been false or misleading
     in any material respect when so made, deemed made or furnished by Holdings,
     the Borrower or any other Loan Party;

          (b) default shall be made in the payment of any principal of any Loan
     or the reimbursement with respect to any L/C Disbursement when and as the
     same shall become due and payable, whether at the due date thereof or at a
     date fixed for prepayment thereof or by acceleration thereof or otherwise;

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

          (d) default shall be made in the due observance or performance by
     Holdings or any of its Subsidiaries of any covenant, condition or agreement
     contained in Section 5.01(a) (with respect to the Borrower), 5.05(a), 5.08,
     5.12 or 5.15 or in Article VI;

          (e) default shall be made in the due observance or performance by
     Holdings, the Borrower or any of their Subsidiaries of any covenant,
     condition or agreement contained in any Loan Document (other than those
     specified in (b), (c) or (d) above) and such default shall continue
     unremedied for a period of 30 days after notice thereof from the
     Administrative Agent or the Required Lenders to the Borrower;

          (f) Holdings or the Borrower shall fail to observe or perform any
     term, covenant, condition or agreement contained in any agreement or
     instrument evidencing or governing any Indebtedness (other than any
     Indebtedness under any Loan Document) having an aggregate principal or
     notional amount in excess of $15,000,000 if the effect of any such failure
     is to cause, or to permit the holder or holders of such Indebtedness or a
     trustee on its or their behalf to cause, such Indebtedness to become due
     prior to its stated maturity, or Holdings or the Borrower shall fail to pay
     any principal in respect of any such Indebtedness at the stated maturity
     thereof;

          (g) there shall have occurred a Change in Control;

          (h) an involuntary proceeding shall be commenced or an involuntary
     petition shall be filed in a court of competent jurisdiction seeking (i)


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     relief in respect of Holdings, the Borrower or any of their Subsidiaries,
     or of a substantial part of the property or assets of Holdings, the
     Borrower or any of their Subsidiaries, under Title 11 of the United States
     Code, as now constituted or hereafter amended, or any other federal, state
     or foreign bankruptcy, insolvency, receivership or similar law, (ii) the
     appointment of a receiver, trustee, custodian, sequestrator, conservator or
     similar official for Holdings, the Borrower or any of their Subsidiaries or
     for a substantial part of the property or assets of Holdings, the Borrower
     or any of their Subsidiaries or (iii) other than with respect to Holdings
     pursuant to the IPO Reorganization, the winding-up or liquidation of
     Holdings, the Borrower or any of their Subsidiaries; and such proceeding or
     petition shall continue undismissed for 60 days or an order or decree
     approving or ordering any of the foregoing shall be entered;

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

          (j) one or more judgments for the payment of money in an aggregate
     amount in excess of $15,000,000 (except to the extent covered by insurance
     where the Administrative Agent is reasonably satisfied with the credit of
     such insurer) shall be rendered against Holdings, the Borrower, any of
     their Subsidiaries or any combination thereof and the same shall remain
     undischarged for a period of 30 consecutive days during which execution
     shall not be effectively stayed, or any action shall be legally taken by a
     judgment creditor to levy upon assets or properties of Holdings, the
     Borrower or any of their Subsidiaries to enforce any such judgment;

          (k) (i) a Reportable Event or Reportable Events, or a failure to make
     a required installment or other payment (within the meaning of Section
     412(n)(1) of the Code), shall have occurred with respect to any Plan or
     Plans, (ii) a trustee shall be appointed by a United States district court
     to administer any Plan or Plans, (iii) the PBGC shall institute proceedings
     (including giving notice of intent thereof) to terminate any Plan or Plans,
     (iv) the Borrower or any ERISA Affiliate shall have been notified by the
     sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability
     to such Multiemployer Plan and the Borrower or such ERISA Affiliate does
     not have reasonable grounds for contesting such Withdrawal Liability or is
     not contesting such Withdrawal Liability in a timely and appropriate
     manner, (v) the Borrower or any ERISA Affiliate shall have been notified by
     the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
     reorganization or is being terminated, within the meaning of Title IV of


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     ERISA, (vi) the Borrower or any ERISA Affiliate shall engage in any
     "prohibited transaction" (as defined in Section 406 of ERISA or Section
     4975 of the Code) involving any Plan and (vii) any other similar event or
     condition shall occur or exist with respect to a Plan; and in each case in
     clauses (i) through (vii) above, such event or condition, together with all
     other such events or conditions, if any, could reasonably be expected to
     have a Material Adverse Effect; or

          (l) (i) any Loan Document shall for any reason be asserted by
     Holdings, the Borrower or any of their Subsidiaries not to be a legal,
     valid and binding obligation of any party thereto, (ii) any security
     interest purported to be created by any Security Document and to extend to
     assets that are not immaterial to Holdings, the Borrower and their
     subsidiaries on a consolidated basis shall cease to be, or shall be
     asserted by the Borrower or any other Loan Party not to be, a valid and
     perfected security interest (having the priority required by this Agreement
     or the relevant Security Document) in the securities, assets or properties
     covered thereby, except to the extent that any such loss of perfection or
     priority results from the failure of the Collateral Agent to file UCC
     continuation statements and except to the extent that such loss is covered
     by a lender's title insurance policy and the Administrative Agent shall be
     reasonably satisfied with the credit of such insurer or (iii) the
     Obligations of Holdings or the Borrower or the guarantee by Holdings
     thereof pursuant to the Parent Guarantee Agreement shall cease to
     constitute senior indebtedness under the subordination provisions of the
     Senior Subordinated Notes (or any refinancing or successive refinancing
     thereof) or such subordination provisions shall be invalidated or otherwise
     cease to be legal, valid and binding obligations of the parties thereto,
     enforceable in accordance with their terms;

then, and in every such event (other than an event with respect to the Borrower
described in paragraph (h) or (i) above), and at any time thereafter during the
continuance of such event, the Administrative Agent, at the request of the
Required Lenders, shall, by notice to the Borrower, take any or all of the
following actions, at the same or different times: (i) terminate forthwith the
Commitments, (ii) declare the Loans then outstanding to be forthwith due and
payable in whole or in part, whereupon the principal of the Loans so declared to
be due and payable, together with accrued interest thereon and any unpaid
accrued Fees and all other liabilities of the Borrower accrued hereunder and
under any other Loan Document, shall become forthwith due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrower, anything contained herein or in any
other Loan Document to the contrary notwithstanding and (iii) demand cash
collateral pursuant to Section 2.20(g); and in any event with respect to the
Borrower described in paragraph (h) or (i) above, the Commitments shall
automatically terminate, the principal of the Loans then outstanding, together
with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder and under any other Loan Document,
shall automatically become due and payable and the Administrative Agent shall be
deemed to have made a demand for cash collateral to the full extent permitted
under Section 2.20(g), without presentment, demand, protest or any other notice
of any kind, all of which are hereby expressly waived by the Borrower, anything
contained herein or in any other Loan Document to the contrary notwithstanding.

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     SECTION 7.02. Borrower's Right to Cure. (a) Financial Performance
Covenants. Notwithstanding anything to the contrary contained in Section 7.01,
in the event that Holdings and the Borrower fail to comply with the requirements
of any Financial Performance Covenant, until the expiration of the 10th day
subsequent to the date the certificate calculating such Financial Performance
Covenant is required to be delivered pursuant to Section 5.04(c), Holdings shall
have the right to issue Permitted Cure Securities for cash or otherwise receive
cash contributions to the capital of Holdings, and, in each case, to contribute
any such cash to the capital of Borrower (collectively, the "Cure Right"), and
upon the receipt by Borrower of such cash (the "Cure Amount") pursuant to the
exercise by Holdings of such Cure Right such Financial Performance Covenant
shall be recalculated giving effect to the following pro forma adjustments:

          (i) EBITDA shall be increased, solely for the purpose of measuring the
     Financial Performance Covenants and not for any other purpose under this
     Agreement, by an amount equal to the Cure Amount; and

          (ii) if, after giving effect to the foregoing recalculations, Holdings
     and Borrower shall then be in compliance with the requirements of all
     Financial Performance Covenants, Holdings and Borrower shall be deemed to
     have satisfied the requirements of the Financial Performance Covenants as
     of the relevant date of determination with the same effect as though there
     had been no failure to comply therewith at such date, and the applicable
     breach or default of the Financial Performance Covenants which had occurred
     shall be deemed cured for all purposes of the Agreement.

     (b) Limitation on Exercise of Cure Right. Notwithstanding anything herein
to the contrary, (a) in no event shall Holdings be entitled to exercise the Cure
Right in more than three consecutive fiscal quarters, (b) in any ten fiscal
quarter period, there must be a period of at least four consecutive fiscal
quarters during which Holdings has not exercised its Cure Right and (c) each
Cure Amount shall not exceed the amount required to cure the applicable failure
to comply with a Financial Performance Covenant.


                                  ARTICLE VIII

                                   THE AGENTS

     SECTION 8.01. Appointment. (a) In order to expedite the transactions
contemplated by this Agreement, Deutsche Bank Trust Company Americas is hereby
appointed to act as Administrative Agent and Collateral Agent and a Fronting
Bank, Deutsche Bank Securities Inc. is hereby appointed to act as Sole Lead
Arranger, Salomon Smith Barney Inc. is hereby appointed to act as Syndication
Agent and LaSalle Bank National Association is hereby appointed to act as
Documentation Agent. Each of the Lenders and each assignee of any such Lender
hereby irrevocably authorizes the Agents to take such actions on behalf of such
Lender or assignee or any Fronting Bank and to exercise such powers as are
specifically delegated to the Agents by the terms and provisions hereof and of
the other Loan Documents, together with such actions and powers as are
reasonably incidental thereto. The Administrative Agent is hereby expressly
authorized by the Lenders and each Fronting Bank, without hereby limiting any


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implied authority, (a) to receive on behalf of the Lenders and such Fronting
Bank all payments of principal of and interest on the Loans, all payments in
respect of L/C Disbursements and all other amounts due to the Lenders and such
Fronting Bank hereunder, and promptly to distribute to each Lender or Fronting
Bank its proper share of each payment so received; (b) to give notice on behalf
of each of the Lenders to the Borrower of any Event of Default specified in this
Agreement of which the Administrative Agent has actual knowledge acquired in
connection with its agency hereunder; and (c) to distribute to each Lender
copies of all notices, financial statements and other materials delivered by the
Borrower pursuant to this Agreement as received by the Administrative Agent.
Without limiting the generality of the foregoing, the Agents are hereby
expressly authorized to execute any and all documents (including releases) with
respect to the Collateral and the rights of the Secured Parties with respect
thereto, as contemplated by and in accordance with the provisions of this
Agreement and the Security Documents. In the event that any party other than the
Lenders and the Agents shall participate in all or any portion of the Collateral
pursuant to the Security Documents, all rights and remedies in respect of such
Collateral shall be controlled by the Collateral Agent.

     (b) Neither the Agents nor any of their respective directors, officers,
employees or agents shall be liable as such for any action taken or omitted by
any of them except for its or his own gross negligence or willful misconduct, or
be responsible for any statement, warranty or representation herein or the
contents of any document delivered in connection herewith, or be required to
ascertain or to make any inquiry concerning the performance or observance by the
Borrower or any other Loan Party of any of the terms, conditions, covenants or
agreements contained in any Loan Document. The Agents shall not be responsible
to the Lenders for the due execution, genuineness, validity, enforceability or
effectiveness of this Agreement or any other Loan Documents or other instruments
or agreements. The Agents shall in all cases be fully protected in acting, or
refraining from acting, in accordance with written instructions signed by the
Required Lenders and, except as otherwise specifically provided herein, such
instructions and any action or inaction pursuant thereto shall be binding on all
the Lenders. Each Agent shall, in the absence of knowledge to the contrary, be
entitled to rely on any instrument or document believed by it in good faith to
be genuine and correct and to have been signed or sent by the proper person or
persons. Neither the Agents nor any of their respective directors, officers,
employees or agents shall have any responsibility to the Borrower or any other
Loan Party on account of the failure of or delay in performance or breach by any
Lender or any Fronting Bank of any of its obligations hereunder or to any Lender
or any Fronting Bank on account of the failure of or delay in performance or
breach by any other Lender or any Fronting Bank or the Borrower or any other
Loan Party of any of their respective obligations hereunder or under any other
Loan Document or in connection herewith or therewith. Each of the Agents may
execute any and all duties hereunder by or through agents or employees and shall
be entitled to rely upon the advice of legal counsel selected by it with respect
to all matters arising hereunder and shall not be liable for any action taken or
suffered in good faith by it in accordance with the advice of such counsel.

     SECTION 8.02. Nature of Duties. The Lenders hereby acknowledge that neither
Agent shall be under any duty to take any discretionary action permitted to be
taken by it pursuant to the provisions of this Agreement unless it shall be
requested in writing to do so by the Required Lenders. The Lenders further
acknowledge and agree that so long as an Agent shall make any determination to
be made by it hereunder or under any other Loan Document in good faith, such


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Agent shall have no liability in respect of such determination to any person.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into the Loan Documents or otherwise exist against the
Administrative Agent. Each Lender recognizes and agrees that the Sole Lead
Arranger, the Syndication Agent and the Documentation Agent shall not have any
duties or responsibilities under this Agreement or any other Loan Document, or
any fiduciary relationship with any Lender, and shall have no functions,
responsibilities, duties, obligations or liabilities for acting as the Sole Lead
Arranger, Syndication Agent or Documentation Agent hereunder.

     SECTION 8.03. Resignation by the Agents. Subject to the appointment and
acceptance of a successor Agent as provided below, any Agent may resign at any
time by notifying the Lenders and the Borrower. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor with the consent of
the Borrower (not to be unreasonably withheld or delayed). If no successor shall
have been so appointed by the Required Lenders and approved by the Borrower and
shall have accepted such appointment within 30 days after the retiring Agent
gives notice of its resignation, then the retiring Agent may, on behalf of the
Lenders with the consent of the Borrower (not to be unreasonably withheld or
delayed), appoint a successor Agent which shall be a bank with an office in New
York, New York, having a combined capital and surplus of at least $500,000,000
or an Affiliate of any such bank. Upon the acceptance of any appointment as
Agent hereunder by a successor bank, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent
and the retiring Agent shall be discharged from its duties and obligations
hereunder. After the Agent's resignation hereunder, the provisions of this
Article and Section 9.05 shall continue in effect for its benefit in respect of
any actions taken or omitted to be taken by it while it was acting as Agent. It
is hereby understood that in the event that the Syndication Agent or Sole Lead
Arranger resigns, no successor to the Syndication Agent or Sole Lead Arranger,
as the case may be, shall be required.

     SECTION 8.04. Each Agent in its Individual Capacity. With respect to the
Loans made by it hereunder, each Agent in its individual capacity and not as
Agent shall have the same rights and powers as any other Lender and may exercise
the same as though it were not an Agent, and the Agents and their Affiliates may
accept deposits from, lend money to and generally engage in any kind of business
with the Borrower or any of its Subsidiaries or other Affiliates thereof as if
it were not an Agent.

     SECTION 8.05. Indemnification. Each Lender agrees (a) to reimburse the
Agents, on demand, in the amount of its pro rata share (based on its Commitments
hereunder (or if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of its applicable outstanding
Loans or participations in L/C Disbursements, as applicable)) of any reasonable
expenses incurred for the benefit of the Lenders by the Agents, including
counsel fees and compensation of agents and employees paid for services rendered
on behalf of the Lenders, which shall not have been reimbursed by the Borrower
and (b) to indemnify and hold harmless each Agent and any of its directors,
officers, employees or agents, on demand, in the amount of such pro rata share,
from and against any and all liabilities, taxes, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any


                                      109
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kind or nature whatsoever which may be imposed on, incurred by or asserted
against it in its capacity as Agent or any of them in any way relating to or
arising out of this Agreement or any other Loan Document or any action taken or
omitted by it or any of them under this Agreement or any other Loan Document, to
the extent the same shall not have been reimbursed by the Borrower, provided
that no Lender shall be liable to an Agent for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the gross negligence or willful
misconduct of such Agent or any of its directors, officers, employees or agents.

     SECTION 8.06. Lack of Reliance on Agents. Each Lender acknowledges that it
has, independently and without reliance upon the Agents or any other Lender and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agents or
any other Lender and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement or any other Loan Document,
any related agreement or any document furnished hereunder or thereunder.


                                   ARTICLE IX

                                  MISCELLANEOUS

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

          (a) if to the Borrower, to it at 2401 Pleasant Valley Road, York,
     Pennsylvania, 17402, Attention of the Chief Financial Officer (Telecopy No.
     (717) 849-8541), and if to Holdings, to it in care of the Borrower, in each
     case with a copy to The Blackstone Group, 345 Park Avenue, New York, New
     York 10154, Attention of Mr. David A. Stonehill (Telecopy No. (212)
     583-5717);

          (b) if to the Administrative Agent, to Deutsche Bank Trust Company
     Americas, 233 South Wacker Dr., Suite 8400, Chicago, Illinois 60606,
     Attention of Marla Heller (Telecopy No. (312) 993-8222);

          (c) if to the Fronting Bank (if other than the Administrative Agent),
     to it at its address (or telecopy number) set forth separately in writing;
     and

          (d) if to a Lender, to it at its address (or telecopy number) set
     forth on Schedule B.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by
telecopy or on the date five Business Days after dispatch by certified or
registered mail if mailed, in each case delivered, sent or mailed (properly


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addressed) to such party as provided in this Section 9.01 or in accordance with
the latest unrevoked direction from such party given in accordance with this
Section 9.01.

     SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower and the Guarantors herein,
in the other Loan Documents and in the certificates or other instruments
prepared or delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the Lenders
and each Fronting Bank and shall survive the making by the Lenders of the Loans,
the execution and delivery to the Lenders of the Loan Documents and the issuance
of the Letters of Credit, regardless of any investigation made by the Lenders or
on their behalf, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or L/C Disbursement or any Fee
or any other amount payable under this Agreement or any other Loan Document is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Commitments have not been terminated. Without prejudice to the survival of any
other agreements contained herein, indemnification and reimbursement obligations
contained herein (including pursuant to Sections 2.13, 2.15, 2.19 and 9.05)
shall survive the payment in full of the principal and interest hereunder, the
expiration of the Letters of Credit and the termination of the Commitments or
this Agreement.

     SECTION 9.03. Binding Effect. This Agreement shall become effective when it
shall have been executed by Holdings, the Borrower, the Co-Borrower, and the
Agents and when the Administrative Agent shall have received copies hereof
which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of
Holdings, the Borrower, the Co-Borrower, each Fronting Bank, the Agents and each
Lender and their respective permitted successors and assigns.

     SECTION 9.04. Successors and Assigns. (a) This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective successors
and assigns of the parties hereto; provided, however, no Loan Party may assign
or transfer any of its rights, obligations or interest hereunder or under any
other Loan Document without the prior written consent of all of the Lenders
(except in a merger or consolidation transaction permitted by Section 6.05) and,
provided further, that, although any Lender may transfer, assign or grant
participations in its rights hereunder in accordance with the terms hereof, such
Lender shall remain a "Lender" for all purposes hereunder (and may not transfer
or assign all or any portion of its Commitments hereunder except as provided in
Section 9.04(b)) and the transferee, assignee or participant, as the case may
be, shall not constitute a "Lender" hereunder and, provided further, that no
Lender shall transfer or grant any participation under which the participant
shall have rights to approve any amendment to or waiver of this Agreement or any
other Loan Document except to the extent such amendment or waiver would (i)
extend the final scheduled maturity of any Loan, Note or Letter of Credit
(unless such Letter of Credit is not extended beyond the Revolving Credit
Maturity Date) in which such participant is participating, or reduce the rate or
extend the time of payment of interest or Fees thereon (except (x) in connection
with a waiver of applicability of any post-default increase in interest rates
and (y) that any amendment or modification to the financial definitions in this
Agreement shall not constitute a reduction in the rate of interest for purposes
of this clause (i)) or reduce the principal amount thereof, or increase the
amount of the participant's participation over the amount thereof then in effect


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(it being understood that a waiver of any Default or Event of Default or of a
mandatory reduction in the total Commitments shall not constitute a change in
the terms of such participation, and that an increase in any Commitment or Loan
shall be permitted without the consent of any participant if the participant's
participation is not increased as a result thereof), (ii) consent to the
assignment or transfer by the Borrower of any of its rights and obligations
under this Agreement or (iii) release all or substantially all of the Collateral
under all of the Security Documents (except as expressly provided in the Loan
Documents) supporting the Loans hereunder in which such participant is
participating. In the case of any such participation, the participant shall not
have any rights under this Agreement or any of the other Loan Documents (the
participant's rights against such Lender in respect of such participation to be
those set forth in the agreement executed by such Lender in favor of the
participant relating thereto) and all amounts payable by the Borrower hereunder
shall be determined as if such Lender had not sold such participation.

     (b) Notwithstanding the foregoing, any Lender (or any Lender together with
one or more other Lenders) may (x) assign all or a portion of its Commitments
(and related outstanding Obligations hereunder), and/or its outstanding Term
Loans to its (i) parent company and/or any affiliate of such Lender which is at
least 50% owned by such Lender or its parent company or (ii) in the case of any
Lender that is a fund that invests in loans, any other fund that invests in
loans and is managed and/or advised by the same investment advisor of such
Lender or by an Affiliate of such investment advisor or (iii) to one or more
Lenders or (y) assign all, or if less than all, (I) a portion equal to at least
(i) $1,000,000 in the case of Term Loans and (ii) $5,000,000 in the case of
Revolving Credit Commitments (and related outstanding Obligations), in each
case, in the aggregate for the assigning Lender or assigning Lenders (treating
(1) any fund that invests in bank loans and (2) any other fund that invests in
bank loans and is managed by the same investment advisor as such fund or by an
Affiliate of such investment advisor, as a single Eligible Transferee) or (II) a
portion equal to all of such assigning Lender's Commitments or outstanding Loans
under a particular Tranche, of such Revolving Credit Commitments and outstanding
principal amount of Term Loans hereunder to one or more Eligible Transferees,
each of which assignees shall become a party to this Agreement as a Lender by
execution of an Assignment and Acceptance, provided that, (i) at such time
Schedule 2.01 shall be deemed modified to reflect the Commitments (and/or
outstanding Term Loans, as the case may be) of such new Lender and of the
existing Lenders, (ii) the consent of the Administrative Agent and the Borrower
shall be required in connection with any such assignment pursuant to clause (y)
above (which consents (x) shall not be unreasonably withheld or delayed and (y)
in the case of the Borrower, shall not be required (A) if a Default or Event of
Default under Section 7.01(h) or (i) exists at such time, or (B) in connection
with an assignment by DBTCA or Citicorp North America, Inc. pursuant to said
clause (y) within four weeks following the Closing Date made in consultation
with the Borrower as part of the primary syndication of Loans and Commitments),
(iv) the consent of the Swingline Lender and DBTCA, as Fronting Bank, shall be
required in connection with any assignment of all or any portion of the
Revolving Credit Commitments of any Lender and (v) the Administrative Agent
shall receive at the time of each such assignment, from the assigning or
assignee Lender, the payment of a non-refundable assignment fee of $3,500. To
the extent of any assignment pursuant to this Section 9.04(b), the assigning
Lender shall be relieved of its obligations hereunder with respect to its
assigned Commitments (it being understood that the indemnification provisions
under this Agreement (including, without limitation, Sections 2.13, 2.15, 2.19
and 9.05) shall survive as to such assigning Lender). At the time of each
assignment pursuant to this Section 9.04(b) to a person which is not already a
Lender hereunder and which is not a United States person (as such term is


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defined in Section 7701(a)(30) of the Code) for federal income tax purposes, the
respective assignee Lender shall provide to the Borrower and the Administrative
Agent the appropriate Internal Revenue Service Forms described in Section
2.19(f).

     (c) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at its address referred to in subsection 9.01 a copy of
each Assignment and Acceptance delivered to it and a register (the "Register")
for the recordation of the names and addresses of the Lenders and the
Commitments of, and principal amount of the Loans and L/C Disbursements owing
to, each Lender from time to time. The Administrative Agent shall also record
the Revolving L/C Exposure of each Lender in the Register. The entries in the
Register shall be conclusive, in the absence of manifest error, and the
Borrower, the Administrative Agent, each Fronting Bank and the Lenders shall
treat each person whose name is recorded in the Register as the owner of
Commitments and the Loans and Revolving L/C Exposures recorded therein for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower, any Fronting Bank, any Lender and their representatives (including
counsel and accountants), at any reasonable time and from time to time upon
reasonable prior notice.

     (d) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.04, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower or any Guarantor furnished
to such Lender by or on behalf of the Borrower or any Guarantor, provided that,
prior to any such disclosure, each such assignee or participant or proposed
assignee or participant shall agree to be bound by Section 9.16.

     (e) Any Lender may at any time assign all or any portion of its rights
under this Agreement to a Federal Reserve Bank and, with prior written notice to
the Administrative Agent, any Lender which is a fund that invests in loans may
pledge all or any portion of its Loans or Notes to its trustee in support of its
obligations to the trustee on customary terms, provided that no such assignment
shall release a Lender from any of its obligations hereunder.

     (f) In the event that Standard & Poor's Ratings Group or Moody's Investors
Service, Inc. shall, after the date that any Lender becomes a Lender, downgrade
the long-term certificate deposit ratings or long-term senior unsecured debt
ratings of such Lender (or the parent company thereof), and the resulting
ratings shall be BBB+ or Baa1 or lower, then any Fronting Bank shall have the
right, but not the obligation, at its own expense, upon notice to such Lender
and the Administrative Agent, to replace (or to request the Borrower, at the
sole expense of such Fronting Bank, to use its reasonable efforts to replace)
such Lender with respect to such Lender's Revolving Credit Commitment with an
assignee (in accordance with and subject to the restrictions contained in
paragraph (b) above), and such Lender hereby agrees to transfer and assign
without recourse (in accordance with and subject to the restrictions contained
in paragraph (b) above) all its interests, rights and obligations in respect of
its Revolving Credit Commitment to such assignee; provided, however, that (i) no
such assignment shall conflict with any law, rule and regulation or order of any
Governmental Authority and (ii) such assignee shall pay to such Lender in
immediately available funds on the date of such assignment the principal of and
interest accrued to the date of payment on the Loans and L/C Disbursements of
such Lender hereunder and all other amounts accrued for such Lender's account or
owed to it hereunder.

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     (g) Except as provided in Section 2.13(d), no Fronting Bank shall assign or
delegate any of its interests, rights or obligations as a Fronting Bank under
this Agreement without the prior written consent of the Borrower, the
Administrative Agent and the Required Lenders.

     SECTION 9.05. Expenses; Indemnity. (a) The Borrower agrees to pay all
reasonable out-of-pocket expenses incurred by the Agents in connection with the
preparation of this Agreement and the other Loan Documents, or by the Agents in
connection with the syndication of the Commitments or the administration of this
Agreement (including expenses incurred in connection with due diligence and
initial and ongoing Collateral examination to the extent incurred with the
reasonable prior approval of the Borrower) or in connection with any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the
transactions hereby contemplated shall be consummated) or incurred by the Agents
or any Lender in connection with the enforcement or protection of their rights
in connection with this Agreement and the other Loan Documents or in connection
with the Loans made or the Letters of Credit issued hereunder, including the
reasonable fees, charges and disbursements of White & Case LLP, counsel for the
Administrative Agent and the Collateral Agent, and, in connection with any such
enforcement or protection, the reasonable fees, charges and disbursements of any
other counsel (including the reasonable allocated costs of internal counsel if a
Lender elects to use internal counsel in lieu of outside counsel) for the
Agents, any Fronting Bank or any Lender (but no more than one such counsel for
any Lender).

     (b) The Borrower agrees to indemnify the Agents, each Fronting Bank, each
Lender and each of their respective directors, trustees, officers, employees,
affiliates and agents (each such person being called an "Indemnitee") against,
and to hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel fees, charges and
disbursements, incurred by or asserted against any Indemnitee arising out of, in
any way connected with, or as a result of (i) the execution or delivery of this
Agreement or any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto and thereto of their
respective obligations thereunder or the consummation of the Transaction and the
other transactions contemplated hereby and thereby, (ii) the use of the proceeds
of the Loans or the use of any Letter of Credit or (iii) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto, provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses result from the gross negligence or willful
misconduct of such Indemnitee (treating, for this purpose only, any Agent, any
Fronting Bank or any Lender and its directors, trustees, officers, affiliates
and employees as a single Indemnitee). Subject to and without limiting the
generality of the foregoing sentence, the Borrower agrees to indemnify each
Indemnitee against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses, including reasonable counsel
or consultant fees, charges and disbursements, incurred by or asserted against
any Indemnitee arising out of, in any way connected with, or as a result of (A)
any Environmental Claim related in any way to Holdings, the Borrower or any of
their Subsidiaries, or (B) any actual or alleged presence, Release or threatened
Release of Hazardous Materials on any Property or any property owned, leased or
operated by any predecessor of Holdings, the Borrower or any of their
Subsidiaries, provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or


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related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee or any of its directors, trustees, officers or
employees. The provisions of this Section 9.05 shall remain operative and in
full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Obligations, the invalidity or unenforceability of any
term or provision of this Agreement or any other Loan Document, or any
investigation made by or on behalf of any Agent, any Fronting Bank or any
Lender. All amounts due under this Section 9.05 shall be payable on written
demand therefor.

     (c) Unless an Event of Default shall have occurred and be continuing, the
Borrower shall be entitled to assume the defense of any action for which
indemnification is sought hereunder with counsel of its choice at its expense
(in which case the Borrower shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by an Indemnitee except as set forth
below); provided, however, that such counsel shall be reasonably satisfactory to
each such Indemnitee. Notwithstanding the Borrower's election to assume the
defense of such action, each Indemnitee shall have the right to employ separate
counsel and to participate in the defense of such action, and the Borrower shall
bear the reasonable fees, costs and expenses of such separate counsel, if (i)
the use of counsel chosen by the Borrower to represent such Indemnitee would
present such counsel with a conflict of interest; (ii) the actual or potential
defendants in, or targets of, any such action include both the Borrower and such
Indemnitee and such Indemnitee shall have reasonably concluded that there may be
legal defenses available to it that are different from or additional to those
available to the Borrower (in which case the Borrower shall not have the right
to assume the defense or such action on behalf of such Indemnitee); (iii) the
Borrower shall not have employed counsel reasonably satisfactory to such
Indemnitee to represent it within a reasonable time after notice of the
institution of such action; or (iv) the Borrower shall authorize such Indemnitee
to employ separate counsel at the Borrower's expense. The Borrower will not be
liable under this Agreement for any amount paid by an Indemnitee to settle any
claims or actions if the settlement is entered into without the Borrower's
consent, which consent may not be withheld or delayed unless such settlement is
unreasonable in light of such claims or actions against, and defenses available
to, such Indemnitee.

     (d) Notwithstanding anything to the contrary in this Section 9.05, this
Section 9.05 shall not apply to taxes, it being understood that the Borrower's
only obligations with respect to taxes shall arise under Sections 2.13 and 2.19.

     SECTION 9.06. Right of Setoff. (a) If an Event of Default shall have
occurred and be continuing, each Lender and each Fronting Bank is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender or such Fronting Bank (including, without limitation,
by branches and agencies of such Lender wherever located) to or for the credit
or the account of Holdings or the Borrower against any of and all the
obligations of Holdings or the Borrower now or hereafter existing under this
Agreement or any other Loan Document held by such Lender or such Fronting Bank,
irrespective of whether or not such Lender or such Fronting Bank shall have made
any demand under this Agreement or such other Loan Document and although such
obligations may be unmatured. The rights of each Lender and the Fronting Bank


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under this Section 9.06 are in addition to other rights and remedies (including
other rights of setoff) which such Lender or such Fronting Bank may have.

     (b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE
LOANS OR ANY OTHER OBLIGATION SHALL BE SECURED BY REAL PROPERTY LOCATED IN
CALIFORNIA, NO LENDER OR FRONTING BANK SHALL EXERCISE A RIGHT OF SETOFF,
LENDER'S LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR
INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY NOTE
UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUIRED LENDERS, IF SUCH SETOFF OR
ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL
PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL
PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR
OTHERWISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE
LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE SECURITY DOCUMENTS OR THE
ENFORCEABILITY OF THE NOTES AND OTHER OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED
EXERCISE BY ANY LENDER OR ANY FRONTING BANK OF ANY SUCH RIGHT WITHOUT OBTAINING
SUCH CONSENT OF THE REQUIRED LENDERS SHALL BE NULL AND VOID. THIS SUBSECTION (b)
SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND EACH FRONTING BANK
HEREUNDER.

     SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN
DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF
COMMERCE, PUBLICATION NO. 500 (THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT
GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the Agents,
any Fronting Bank or any Lender in exercising any right or power hereunder or
under any Loan Document shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and remedies of the Agents, each Fronting Bank and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision of
this Agreement or any other Loan Document or consent to any departure by
Holdings, the Borrower or any Guarantor therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) below, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No notice or demand on Holdings, the Borrower or


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any Guarantor in any case shall entitle the Borrower to any other or further
notice or demand in similar or other circumstances.

     (b) Subject to the provisions of following clause (c), neither this
Agreement nor any other Loan Document nor any provision hereof or thereof may be
changed, waived, discharged or terminated unless such change, waiver, discharge
or termination is in writing signed by the respective Loan Parties party thereto
and the Required Lenders, provided that no such change, waiver, discharge or
termination shall, without the consent of each Lender (with Obligations being
directly affected in the case of following clause (i)), (i) extend the final
scheduled maturity of any Loan or Note (including by way of an amendment or
waiver of the proviso contained in the definition of "Term Loan Maturity Date")
or extend the stated maturity of any Letter of Credit beyond the Revolving Loan
Maturity Date, or reduce the rate or extend the time of payment of interest or
Fees thereon (except (x) in connection with the waiver of applicability of any
post-default increase in interest rates and (y) that any amendment or
modification to the financial definitions in this Agreement shall not constitute
a reduction in the rate of interest for purposes of this clause (i)), or reduce
the principal amount thereof (except to the extent repaid in cash), (ii) release
all or substantially all of the Collateral (except as expressly provided in the
Loan Documents) under all the Security Documents, (iii) amend, modify or waive
any provision of this Section 9.08, (iv) reduce the percentage specified in the
definition of Required Lenders (it being understood that, with the consent of
the Required Lenders, additional extensions of credit pursuant to this Agreement
may be included in the determination of the Required Lenders on substantially
the same basis as the extensions of Term Loans and the Revolving Loan
Commitments are included on the Closing Date) or (v) consent to the assignment
or transfer by the Borrower of any of its rights and obligations under this
Agreement; provided further, that no such change, waiver, discharge or
termination shall (u) increase the Commitments of any Lender over the amount
thereof then in effect without the consent of such Lender (it being understood
that waivers or modifications of conditions precedent, covenants, Defaults or
Events of Default or of a mandatory reduction in the aggregate Commitments shall
not constitute an increase of the Commitment of any Lender, and that an increase
in the available portion of any Commitment of any Lender shall not constitute an
increase in the Commitment of such Lender), (v) without the consent of the
Swingline Lender or, in the case of Letters of Credit, the respective Fronting
Bank, amend, modify or waive any provision of Section 2.01(c) or 2.20,
respectively, or alter its rights or obligations with respect to Letters of
Credit or Swingline Loans, (w) without the consent of each Agent affected
thereby, amend, modify or waive any provision of Article VIII as same applies to
such Agent or any other provision as same relates to the rights or obligations
of such Agent, (x) without the consent of the Collateral Agent, amend, modify or
waive any provision relating to the rights or obligations of the Collateral
Agent, (y) without the consent of the Majority Lenders of each Tranche which is
being allocated a lesser prepayment, repayment or commitment reduction as a
result of the actions described below (or without the consent of the Majority
Lenders of each Tranche in the case of an amendment to the definition of
Majority Lenders), amend the definition of Majority Lenders (it being understood
that, with the consent of the Required Lenders, additional extensions of credit
pursuant to this Agreement may be included in the determination of the Majority
Lenders on substantially the same basis as the extensions of Term Loans and the
Revolving Loan Commitments are included on the Closing Date) or alter the
required application of any prepayments or repayments (or commitment
reductions), as between the various Tranches, pursuant to Section 2.11 or 2.12
(excluding Section 2.11(a)) (although (x) the Required Lenders may waive, in


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whole or in part, any such prepayment, repayment or commitment reduction, so
long as the application, as amongst the various Tranches, of any such
prepayment, repayment or commitment reduction which is still required to be made
is not altered and (y) if additional Tranches of Term Loans are extended after
the Closing Date with the consent of the Required Lenders as required above,
such Tranches may be included on a pro rata basis in the various prepayments or
repayments required pursuant to Sections 2.11 and 2.12 (excluding Section
2.11(a)) and any section providing scheduled installments for any new Tranche of
Term Loans) or (z) without the consent of the Supermajority Lenders of the
respective Tranche, reduce the amount of, or extend any Term Loan Installment
Date or the installment otherwise due on such date applicable to such Tranche
or, without the consent of the Supermajority Lenders of each Tranche, amend the
definition of Supermajority Lenders (it being understood that, with the consent
of the Required Lenders, additional extensions of credit pursuant to this
Agreement may be included in the determination of the Supermajority Lenders on
substantially the same basis as the extensions of Term Loans and the Revolving
Loan Commitments are included on the Closing Date); provided further that, with
the written consent of the Agents and the Borrower, (i) amendments may be made
to the Loan Documents to effect technical or administrative changes required as
a result of the IPO Reorganization and (ii) amendments may be made to the Loan
Documents to the extent deemed necessary or desirable by the Agents (x) to
secure, on an equal and ratable basis with the Obligations of the Borrower and
the other Loan Parties under this Agreement and the other Loan Documents, any
Indebtedness incurred by the Borrower and any other Loan Party pursuant to
clause (ii) of the definition of New Senior Notes Refinancing, (y) to evidence
or give effect to the Tranche II Term Loan Refinancing and the security
interests contemplated thereby (including, without limitation, modifications to
the application of proceeds provisions contained in the Security Documents and
the inclusion of appropriate class protections for the benefit of the holders of
first-priority security interests and second-priority security interests); and
provided further, without limiting the foregoing, each Lender agrees it will, if
requested by the Agents, enter into additional amendments to the Loan Documents
to the extent deemed reasonably necessary or desirable by the Agents in
connection with the Tranche II Term Loan Refinancing or the New Senior Notes
Refinancing, in each case, to the extent such additional amendments are
reasonably satisfactory to such Lender.

     (c) Notwithstanding the foregoing, (i) this Agreement may be amended (or
amended and restated) with the written consent of the Required Lenders, the
Administrative Agent and the Borrower (a) to add one or more additional credit
facilities to this Agreement and to permit the extensions of credit from time to
time outstanding thereunder and the accrued interest and fees in respect thereof
to share ratably in the benefits of this Agreement and the other Loan Documents
with the Term Loans and extensions of credit under the Revolving Credit
Commitments and the accrued interest and fees in respect thereof and (b) to
include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders and Supermajority Lenders and (ii) this
Agreement may be amended with the written consent of the Administrative Agent,
the Borrower and the Lenders providing the relevant Replacement Term Loans (as
defined below) to permit the refinancing of all outstanding Tranche I Term Loans
and/or Tranche II Term Loans ("Refinanced Term Loans") with a replacement term
loan tranche hereunder ("Replacement Term Loans"), provided that (a) the
aggregate principal amount of such Refinanced Term Loans shall not exceed the
aggregate principal amount of such Refinanced Term Loans, (b) the Applicable
Margin for such Replacement Term Loans shall not be higher than the Applicable
Margin for such Refinanced Term Loans, (c) the weighted average life to maturity


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of such Replacement Term Loans shall not be shorter than the weighted average
life to maturity of such Refinanced Term Loans at the time of such refinancing
and (d) all other terms applicable to such Replacement Term Loans shall be
substantially identical to, or less favorable to the Lenders providing such
Replacement Term Loans than, those applicable to such Refinanced Term Loans,
except to the extent necessary to provide for covenants and other terms
applicable to any period after the latest final maturity of the Term Loans in
effect immediately prior to such refinancing.

     SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to
the contrary, if at any time the applicable interest rate, together with all
fees and charges that are treated as interest under applicable law
(collectively, the "Charges"), as provided for herein or in any other document
executed in connection herewith, or otherwise contracted for, charged, received,
taken or reserved by any Lender or any Fronting Bank, shall exceed the maximum
lawful rate (the "Maximum Rate") that may be contracted for, charged, taken,
received or reserved by such Lender in accordance with applicable law, the rate
of interest payable hereunder, together with all Charges payable to such Lender
or such Fronting Bank, shall be limited to the Maximum Rate, provided that such
excess amount shall be paid to such Lender or such Fronting Bank on subsequent
payment dates to the extent not exceeding the legal limitation.

     SECTION 9.10. Entire Agreement. This Agreement, the other Loan Documents
and the agreements regarding certain Fees referred to herein constitute the
entire contract between the parties relative to the subject matter hereof. Any
previous agreement among or representations from the parties with respect to the
subject matter hereof is superseded by this Agreement and the other Loan
Documents. Nothing in this Agreement or in the other Loan Documents, expressed
or implied, is intended to confer upon any party other than the parties hereto
and thereto any rights, remedies, obligations or liabilities under or by reason
of this Agreement or the other Loan Documents.

     SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

     SECTION 9.12. Severability. In the event any one or more of the provisions
contained in this Agreement or in any other Loan Document should be held
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby. The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable


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provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

     SECTION 9.13. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract, and shall become effective as
provided in Section 9.03.

     SECTION 9.14. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

     SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) Each of
Holdings and the Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or the other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that any Lender or any Fronting Bank may otherwise have to bring any
action or proceeding relating to this Agreement or the other Loan Documents
against Holdings, the Borrower or any Guarantor or their properties in the
courts of any jurisdiction.

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

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

     SECTION 9.16. Confidentiality. Each of the Lenders, the Fronting Bank and
each of the Agents agrees that it shall maintain in confidence any information
relating to Holdings, the Borrower and the other Loan Parties furnished to it by
or on behalf of Holdings, the Borrower or the other Loan Parties (other than
information that (a) has become generally available to the public other than as
a result of a disclosure by such party, (b) has been independently developed by
such Lender, such Fronting Bank or such Agent without violating this Section
9.16 or (c) was available to such Lender, such Fronting Bank or such Agent from
a third party having, to such person's knowledge, no obligations of
confidentiality to Holdings, the Borrower or any other Loan Party) and shall not


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reveal the same other than (i) to its directors, trustees, officers, employees
and advisors with a need to know or to any person that approves or administers
the Loans on behalf of such Lender (so long as each such person shall have been
instructed to keep the same confidential in accordance with this Section 9.16)
and (ii) as contemplated by Section 9.04(d), except: (A) to the extent necessary
to comply with law or any legal process or the requirements of any Governmental
Authority or of any securities exchange on which securities of the disclosing
party or any Affiliate of the disclosing party are listed or traded, (B) as part
of normal reporting or review procedures to Governmental Authorities, (C) to its
parent companies, Affiliates or auditors (so long as each such person shall have
been instructed to keep the same confidential in accordance with this Section
9.16), (D) in order to enforce its rights under any Loan Document in a legal
proceeding and (E) to any direct or indirect contractual counterparty in swap
agreements or such contractual counterparty's professional advisor (so long as
such contractual counterparty or professional advisor to such contractual
counterparty agrees to be bound by the provisions of this Section. Furthermore,
prior to the 90th day after the Closing Date, no Lender, Agent or Fronting Bank
shall, without the prior consent of the Borrower, make any public announcement
(except to the extent required by law) concerning the Transaction or the
financing therefor. Notwithstanding anything herein to the contrary, each of the
parties hereto (and any employee, representative, or other agent thereof) may
disclose to any and all persons, without limitation of any kind, the structure
and tax aspects (as such terms are used in Temporary Treasury Regulations
Section 1.6011-4T(b)(3)) of the transactions contemplated by this Agreement, and
all materials of any kind (including opinions or other tax analyses) related to
such structure and tax aspects. Further, each of the parties hereto hereby
acknowledges that it has no proprietary rights to any tax matter or tax idea
related to the transactions contemplated by this Agreement.

     SECTION 9.17. Release of Liens and Guarantees. (a) In the event that
Holdings, the Borrower or any of their Subsidiaries conveys, sells, leases,
assigns, transfers or otherwise disposes of all or any portion of any of the
Equity Interests, assets or property of Holdings, the Borrower or any of their
Subsidiaries to a Person that is not (and is not required to become) a Loan
Party in a transaction not prohibited by Section 6.05, the Administrative Agent
and the Collateral Agent shall promptly (and the Lenders hereby authorize the
Administrative Agent and the Collateral Agent to) take such action and execute
any such documents as may be reasonably requested by the Borrower and at the
Borrower's expense to release any Liens created by any Loan Document in respect
of such Equity Interests, assets or property (provided that in no event shall
the Equity Interests of the Borrower be released under this Section 9.17),
including the release and satisfaction of record of any mortgage or deed of
trust granted in connection herewith, and, in the case of a disposition of all
or substantially all the Equity Interests of any Subsidiary Guarantor, terminate
such Subsidiary Guarantor's obligations under the Subsidiary Guarantee
Agreement. In addition, the Administrative Agent and the Collateral Agent agree
to take such actions as are reasonably requested by the Borrower and at the
Borrower's expense to terminate the Liens and security interests created by the
Loan Documents when all the Obligations are paid in full and all Letters of
Credit and Commitments are terminated. Any representation, warranty or covenant
contained in any Loan Document relating to any such Equity Interests, assets,
property or Subsidiary of Holdings (other than the Borrower) shall no longer be
deemed to be made once such Equity Interests, assets or property is so conveyed,
sold, leased, assigned, transferred or disposed of.

                                      121
<PAGE>

     (b) In the event that Holdings, the Borrower or any of their Subsidiaries
creates any Lien on any property pursuant to Section 6.02(c), (d), (j) or (k)
and the agreements governing such Lien prohibit the Lien on such property
created by the Loan Documents (or require the subordination thereof), the
Administrative Agent and the Collateral Agent shall promptly (and the Lenders
hereby authorize the Administrative Agent and the Collateral Agent to) take such
action and execute any such documents as may be reasonably requested by the
Borrower and act at the Borrower's expense to release (or subordinate, as the
case may be) any Liens created by the Loan Document on such property; provided
that the Borrower will use reasonable good faith efforts to have the respective
lien holder agree to the subordination of the Liens created by the Loan
Documents as opposed to a release thereof.

     SECTION 9.18. Co-Borrower's Obligations. The Co-Borrower is a party hereto
for purposes of providing co-extensive obligors for the Obligations (on a joint
and several basis), although the parties acknowledge that the Co-Borrower shall
not have any substantial assets or other property. All references in this
Agreement and the other Loan Documents to the "Borrower" shall be deemed to
include a reference to the Co-Borrower, mutatis mutandis, whether or not actual
reference is made thereto; provided, that, without limiting the generality of
the foregoing, any obligations by any of the parties hereto to the Borrower
shall be deemed fulfilled with respect to the Co-Borrower when fulfilled with
respect to the Borrower.

     SECTION 9.19. Limitations on Recourse. Notwithstanding anything contained
herein to the contrary, each Lender and each Agent agree that (a) in an action
to collect any amounts due under, or otherwise in respect of, this Agreement,
any Note or any other Loan Document, no future, current or former Holdings
Partner (except, if any such Holdings Partner is a Loan Party or is otherwise a
party to any Loan Documents, for such person's obligations as a Loan Party under
such Loan Documents) in its capacity as such will be personally liable for any
amounts due or any other liability under this Agreement, any Note or any other
Loan Document, and no deficiency or personal judgment will be sought against any
such Holdings Partner in its capacity as such for payment of the Indebtedness
evidenced by this Agreement, any Note or any other Loan Document and (b) no
property or assets of any such future, current or former Holdings Partner
(except, if any such Holdings Partner is a Loan Party or is otherwise a party to
any Loan Documents, for such person's obligations under such Loan Documents) in
its capacity as such shall be sold, levied upon or otherwise used to satisfy any
judgment rendered in connection with any action brought with respect to this
Agreement or any Note; provided, however, that nothing contained in this Section
9.19 shall (i) impair the validity of the Indebtedness evidenced by this
Agreement or the Notes, (ii) prevent the taking of any action permitted by law
against the Borrower or any other Loan Party or the assets of the Borrower or
any other Loan Party or the proceeds of such assets or (iii) in any way affect
or impair the right of any Agent or any Lender to take any action permitted by
law to realize upon any Mortgaged Property, the Collateral or any other security
which may secure any Loan Party's obligations.


                                      122
<PAGE>




                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.




                          GRAHAM PACKAGING HOLDINGS COMPANY

                          By:   BCP/Graham Holdings LLC,
                                its general partner


                          By:  /s/ John E. Hamilton
                               -----------------------------------
                               Name: John E. Hamilton
                               Title: Chief Financial Officer, Assistant
                                      Treasurer and Assistant Secretary




                          GRAHAM PACKAGING COMPANY, L.P.

                          By:   GPC Opco LLC, its general partner


                          By:  /s/ John E. Hamilton
                               -----------------------------------
                               Name: John E. Hamilton
                               Title: Chief Financial Officer, Treasurer and
                                      Secretary



                          GPC CAPITAL CORP. I


                          By:  /s/ John E. Hamilton
                               -----------------------------------
                               Name: John E. Hamilton
                               Title: Vice President, Secretary and Assistant
                                      Treasurer



                          DEUTSCHE BANK TRUST COMPANY
                            AMERICAS,
                            Individually, as Administrative Agent and
                            as Fronting Bank


                          By:  /s/ Gregory Shefrin
                               -----------------------------------
                               Name: Gregory Shefrin
                               Title: Director



                                      123
<PAGE>



                                    DEUTSCHE BANK SECURITIES INC.,
                                     as Sole Lead Arranger and Sole Book Runner


                                    By:  /s/ Mark Epley
                                         -----------------------------------
                                         Name: Mark Epley
                                         Title: Managing Director


                                    By:  /s/ Thomas J. Hopkins
                                         -----------------------------------
                                         Name: Thomas J. Hopkins
                                         Title: Managing Director





                                      124
<PAGE>






                                    SALOMON SMITH BARNEY INC.,
                                      as Syndication Agent


                                    By:  /s/ Julie Persily
                                         -----------------------------------
                                         Name: Julie Persily
                                         Title: Managing Director


                                    CITICORP NORTH AMERICA, INC.,


                                    By:  /s/ Julie Persily
                                         -----------------------------------
                                         Name: Julie Persily
                                         Title: Managing Director and
                                                Vice President



                                      125
<PAGE>




                                    LASALLE BANK NATIONAL ASSOCIATION,
                                      as Documentation Agent


                                    By:  /s/ Robert M. Walker
                                         -----------------------------------
                                         Name: Robert M. Walker
                                         Title:Vice President



                                      126
<PAGE>






                                    ALLFIRST BANK


                                    By:  /s/ Kellie M. Matthews
                                         -----------------------------------
                                         Name: Kellie M. Matthews
                                         Title: Senior Vice President



                                      127
<PAGE>





Acknowledged and Agreed:

GPC CAPITAL CORP. II


By:  /s/ John E. Hamilton
     -----------------------------------
     Name: John E. Hamilton
     Title: Vice President, Secretary and
            Assistant Treasurer



GRAHAM PACKAGING POLAND, L.P., by GPC Sub GP LLC, its general partner
GRAHAM RECYCLING COMPANY, L.P., by GPC Sub GP LLC, its general partner
GRAHAM PACKAGING FRANCE PARTNERS, by GPC Sub GP LLC, its general partner
GRAHAM PACKAGING LATIN AMERICA, LLC
GPC SUB GP LLC
GPC OPCO GP LLC
GRAHAM PACKAGING WEST JORDAN, LLC

        By John E. Hamilton,
        on behalf of each of the above Subsidiary Guarantors



By:  /s/ John E. Hamilton
     --------------------------------------------
     Name: John E. Hamilton
     Title: Authorized Officer



                                      128
<PAGE>








                                                                     SCHEDULE A


<TABLE>
<CAPTION>

                                            LIBOR Margin for                           ABR Margin for
                                             Tranche I Term                            Tranche I Term
                       LIBOR Margin for     Loans and Tranche     ABR Margin for     Loans and Tranche
  Category Period       Revolving Loans       II Term Loans       Revolving Loans      II Term Loans


<S>                          <C>                  <C>                  <C>                 <C>
Category A Period            3.75%                4.25%                2.75%               3.25%

Category B Period            3.50%                4.00%                2.50%               3.00%

Category C Period            3.25%                3.75%                2.25%               2.75%

Category D Period            3.00%                3.50%                2.00%               2.50%

Category E Period            3.00%                3.50%                2.00%               2.50%

Category F Period            2.75%                3.25%                1.75%               2.25%
</TABLE>


     The "LIBOR Margin" and the "ABR Margin" for any date shall be determined by
reference to the "Category Period" in effect as of the last day of the fiscal
quarter most recently ended as of such date and any change shall become
effective upon the delivery to the Administrative Agent of the financial
statements to be delivered pursuant to Section 5.04 for the most recently ended
fiscal quarter together with a certificate of a Responsible Officer of the
Borrower (a) setting forth in reasonable detail the calculation of the Net
Leverage Ratio for the end of such fiscal quarter and (b) stating that such
Responsible Officer has reviewed the terms of this Agreement and the other Loan
Documents and has made, or caused to be made under his or her supervision, a
review in reasonable detail of the transactions and condition of Holdings, the
Borrower and their Subsidiaries during the accounting period, and that such
Responsible Officer does not have knowledge of the existence as at the date of
such officers' certificate of any Event of Default or Default. It is understood
that the foregoing certificate of a Responsible Officer shall be permitted to be
delivered prior to, but in no event later than, the time of the actual delivery
of the financial statements required to be delivered pursuant to Section 5.04.
Notwithstanding the foregoing, at the time (i) the Tranche II Term Loans have
been refinanced in full pursuant to the Tranche II Term Loan Refinancing or (ii)
Holdings shall have received gross cash proceeds of at least $200,000,000 from
the sale after the Closing Date of its Equity Interests pursuant to a public
offering of common stock, if a Responsible Officer of Holdings shall deliver to
the Administrative Agent a certificate demonstrating in reasonable detail that
the Borrower would qualify for a different Category Period (determined on a Pro
Forma Basis as of the last day of the last Test Period ended prior to the date
on which (i) the Tranche II Term Loans have been refinanced in full pursuant to
the Tranche II Term Loan Refinancing or (ii) Holdings shall have received gross
cash proceeds of at least $200,000,000 from the sale after the Closing Date of
its Equity Interests pursuant to a public offering of common stock, as the case
may be, for which financial statements have been made available (or were
required to be made available) pursuant to Section 5.04), then the Category
Period that would otherwise be applicable as set forth in such certificate shall
thereafter be applicable (until same is changed or ceases to apply in accordance
with the second preceding sentence). For the purposes of this Schedule A:


                                      129
<PAGE>


     "Category A Period" shall exist at any time no other Category Period is
then in effect.

     "Category B Period" shall exist at any time (i) the Tranche II Term Loans
have been refinanced in full pursuant to the Tranche II Term Loan Refinancing
and (ii) a Category E Period or Category F Period is not then in effect.

     "Category C Period" shall exist at any time (i) Holdings has received gross
cash proceeds of at least $200,000,000 from the sale after the Closing Date of
its Equity Interests pursuant to a public offering of common stock, (ii) any
Tranche II Term Loans remain outstanding and (iii) the Net Leverage Ratio is
greater than or equal to 4.50 to 1.00.

     "Category D Period" shall exist at any time (i) Holdings has received gross
cash proceeds of at least $200,000,000 from the sale after the Closing Date of
its Equity Interests pursuant to a public offering of common stock, (ii) any
Tranche II Term Loans remain outstanding and (iii) the Net Leverage Ratio is
less than 4.50 to 1.00.

     "Category E Period" shall exist at any time (i) Holdings has received gross
cash proceeds of at least $200,000,000 from the sale after the Closing Date of
its Equity Interests pursuant to a public offering of common stock, (ii) no
Tranche II Term Loans remain outstanding and (iii) the Net Leverage Ratio is
greater than or equal to 4.50 to 1.00.

     "Category F Period" shall exist at any time (i) Holdings has received gross
cash proceeds of at least $200,000,000 from the sale after the Closing Date of
its Equity Interests pursuant to a public offering of common stock, (ii) no
Tranche II Term Loans remain outstanding and (iii) the Net Leverage Ratio is
less than 4.50 to 1.00.

Notwithstanding the foregoing, at any time during which (i) the Borrower has
failed to deliver the certificate required under Section 5.04(c) with respect to
a fiscal quarter following the date the delivery thereof is due or (ii) a
Default or Event of Default is in existence, the Category Period shall be
deemed, solely for the purposes of this Schedule A, to be a Category A Period,
until such time as the Borrower shall deliver such certificate or such Default
or Event of Default shall be cured or waived.


                                      130
<PAGE>



                                TABLE OF CONTENTS


                                                                           Page



ARTICLE I  DEFINITIONS........................................................1

  SECTION 1.01.  Defined Terms................................................1
  SECTION 1.02.  Terms Generally.............................................34

ARTICLE II  THE CREDITS......................................................35

  SECTION 2.01.  Commitments.................................................35
  SECTION 2.02.  Loans.......................................................38
  SECTION 2.03.  Borrowing Procedure.........................................39
  SECTION 2.04.  Evidence of Debt; Repayment of Loans........................40
  SECTION 2.05.  Fees........................................................41
  SECTION 2.06.  Interest on Loans...........................................42
  SECTION 2.07.  Default Interest............................................43
  SECTION 2.08.  Alternate Rate of Interest..................................43
  SECTION 2.09.  Termination and Reduction of Commitments....................43
  SECTION 2.10.  Conversion and Continuation of Term Borrowings..............44
  SECTION 2.11.  Repayment of Term Borrowings................................46
  SECTION 2.12.  Prepayment..................................................48
  SECTION 2.13.  Reserve Requirements; Change in Circumstances...............50
  SECTION 2.14.  Change in Legality..........................................52
  SECTION 2.15.  Indemnity...................................................53
  SECTION 2.16.  Pro Rata Treatment..........................................54
  SECTION 2.17.  Sharing of Setoffs..........................................54
  SECTION 2.18.  Payments....................................................55
  SECTION 2.19.  Taxes.......................................................55
  SECTION 2.20.  Letters of Credit...........................................58
  SECTION 2.21.  Replacement of Lenders......................................63

ARTICLE III  REPRESENTATIONS AND WARRANTIES..................................64

  SECTION 3.01.  Organization; Powers........................................64
  SECTION 3.02.  Authorization...............................................64
  SECTION 3.03.  Enforceability..............................................65
  SECTION 3.04.  Governmental Approvals......................................65
  SECTION 3.05.  Financial Statements........................................65
  SECTION 3.06.  No Material Adverse Change or Material Adverse Effect.......66
  SECTION 3.07.  Title to Properties; Possession Under Leases................66
  SECTION 3.08.  Co-Borrower; Subsidiaries...................................67
  SECTION 3.09.  Litigation; Compliance with Laws............................67
  SECTION 3.10.  Agreements..................................................67
  SECTION 3.11.  Federal Reserve Regulations.................................68
  SECTION 3.12.  Investment Company Act; Public Utility Holding Company Act..68
  SECTION 3.13.  Use of Proceeds.............................................68

                                        (i)
<PAGE>

  SECTION 3.14.  Tax Returns.................................................68
  SECTION 3.15.  No Material Misstatements...................................69
  SECTION 3.16.  Employee Benefit Plans......................................69
  SECTION 3.17.  Environmental Matters.......................................70
  SECTION 3.18.  Capitalization of Holdings and the Borrower.................71
  SECTION 3.19.  Security Documents..........................................71
  SECTION 3.20.  Location of Real Property and Leased Premises...............72
  SECTION 3.21.  Solvency....................................................72
  SECTION 3.22.  Labor Matters...............................................73
  SECTION 3.23.  Insurance...................................................73
  SECTION 3.24.  Subordination: Designation of the Loan Documents as
        "Designated Senior Indebtedness"; Etc................................73
  SECTION 3.25.  Legal Names; Organizational Identification Numbers;
        Jurisdiction and Type of Organization; Etc...........................74

ARTICLE IV  CONDITIONS OF LENDING............................................74

  SECTION 4.01.  All Credit Events...........................................74
  SECTION 4.02.  First Credit Event..........................................75

ARTICLE V  AFFIRMATIVE COVENANTS.............................................79

  SECTION 5.01.  Existence; Businesses and Properties........................79
  SECTION 5.02.  Insurance...................................................80
  SECTION 5.03.  Taxes.......................................................81
  SECTION 5.04.  Financial Statements, Reports, Etc..........................82
  SECTION 5.05.  Litigation and Other Notices................................84
  SECTION 5.06.  Employee Benefits...........................................84
  SECTION 5.07.  Maintaining Records; Access to Properties and Inspections...85
  SECTION 5.08.  Use of Proceeds.............................................85
  SECTION 5.09.  Compliance with Environmental Laws..........................85
  SECTION 5.10.  Preparation of Environmental Reports........................85
  SECTION 5.11.  Further Assurances; Additional Mortgages; Etc...............85
  SECTION 5.12.  Fiscal Year; Accounting.....................................87
  SECTION 5.13.  Dividends...................................................87
  SECTION 5.14.  Interest Rate Protection Agreements.........................87
  SECTION 5.15.  No Other "Designated Senior Indebtedness"...................88

ARTICLE VI  NEGATIVE COVENANTS...............................................88

  SECTION 6.01.  Indebtedness................................................88
  SECTION 6.02.  Liens.......................................................92
  SECTION 6.03.  Sale and Lease-Back Transactions............................95
  SECTION 6.04.  Investments, Loans and Advances.............................95
  SECTION 6.05.  Mergers, Consolidations, Sales of Assets and Acquisitions...98
  SECTION 6.06.  Dividends and Distributions.................................99
  SECTION 6.07.  Transactions with Affiliates...............................101
  SECTION 6.08.  Business of Holdings, the Borrower and their Subsidiaries..102

                                        (ii)
<PAGE>

  SECTION 6.09.  Limitation on Modifications of Indebtedness; Modifications
        of Certificate of Incorporation, By-Laws and Certain Other
        Agreements; Etc.....................................................103
  SECTION 6.10.  Capital Expenditures.......................................104
  SECTION 6.11.  Interest Coverage Ratio....................................104
  SECTION 6.12.  Net Leverage Ratio.........................................105
  SECTION 6.13.  Changes To Legal Names; Organizational Identification
        Numbers, Jurisdiction or Type of Organization.......................105

ARTICLE VII  EVENTS OF DEFAULT..............................................106

  SECTION 7.01.  Events of Default..........................................106
  SECTION 7.02.  Borrower's Right to Cure...................................109

ARTICLE VIII  THE AGENTS....................................................109

  SECTION 8.01.  Appointment................................................109
  SECTION 8.02.  Nature of Duties...........................................111
  SECTION 8.03.  Resignation by the Agents..................................111
  SECTION 8.04.  Each Agent in its Individual Capacity......................111
  SECTION 8.05.  Indemnification............................................112
  SECTION 8.06.  Lack of Reliance on Agents.................................112

ARTICLE IX  MISCELLANEOUS...................................................112

  SECTION 9.01.  Notices....................................................112
  SECTION 9.02.  Survival of Agreement......................................113
  SECTION 9.03.  Binding Effect.............................................113
  SECTION 9.04.  Successors and Assigns.....................................114
  SECTION 9.05.  Expenses; Indemnity........................................116
  SECTION 9.06.  Right of Setoff............................................118
  SECTION 9.07.  Applicable Law.............................................119
  SECTION 9.08.  Waivers; Amendment.........................................119
  SECTION 9.09.  Interest Rate Limitation...................................121
  SECTION 9.10.  Entire Agreement...........................................122
  SECTION 9.11.  WAIVER OF JURY TRIAL.......................................122
  SECTION 9.12.  Severability...............................................122
  SECTION 9.13.  Counterparts...............................................122
  SECTION 9.14.  Headings...................................................122
  SECTION 9.15.  Jurisdiction; Consent to Service of Process................123
  SECTION 9.16.  Confidentiality............................................123
  SECTION 9.17.  Release of Liens and Guarantees............................124
  SECTION 9.18.  Co-Borrower's Obligations..................................125
  SECTION 9.19.  Limitations on Recourse....................................125

                                        (iii)
<PAGE>



                              Exhibits and Schedules

      Exhibit A                Form of Assignment and Acceptance
      Exhibit B                Form of Borrowing Request
      Exhibit C                Form of Letter of Credit Request
      Exhibit D                Form of Mortgage
      Exhibit E                Form of Parent Guarantee Agreement
      Exhibit F                Form of Pledge Agreement
      Exhibit G                Form of Security Agreement
      Exhibit H                Form of Subsidiary Guarantee Agreement
      Exhibit I-1              Form of Opinion of Simpson Thacher & Bartlett
      Exhibit I-2              Form of Opinion of Morgan, Lewis & Bockius LLP
      Exhibit J                Form of Joinder Agreement

      Schedule A               Pricing Adjustments
      Schedule B               Lender Addresses
      Schedule 1.01            Existing Letters of Credit
      Schedule 2.01            Commitments
      Schedule 3.05            Contingent Liabilities
      Schedule 3.07(c)         Intellectual Property
      Schedule 3.07(e)         Mortgaged Property Rights
      Schedule 3.08            Subsidiaries
      Schedule 3.09            Litigation
      Schedule 3.14            Taxes
      Schedule 3.17            Environmental Matters
      Schedule 3.18            Capitalization
      Schedule 3.20            Real Property and Leased Premises
      Schedule 3.22            Labor Matters
      Schedule 3.23            Insurance
      Schedule 3.25            Loan Parties
      Schedule 6.01            Indebtedness
      Schedule 6.02            Liens
      Schedule 6.04            Investments
      Schedule 6.07            Transactions with Affiliates

                                        (iv)



Note: The exhibits and schedules to this Agreement listed above are omitted from
the filing of this Annual Report on Form 10-K. The Registrant agrees to
furnish supplementally a copy of any such omitted exhibit or schedule to the
Securities and Exchange Commission upon request.