<PAGE>

                                                                 Exhibit 4(g)


                              CREDIT AGREEMENT

                          DATED AS OF JUNE 9, 2006

                                    AMONG

                         K-V PHARMACEUTICAL COMPANY,
                           PARTICLE DYNAMICS, INC.
                            ETHEX CORPORATION AND
                            THER-RX CORPORATION,
                            AS THE LOAN PARTIES,

              THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO,
                                 AS LENDERS,

                     LASALLE BANK NATIONAL ASSOCIATION,
                          AS ADMINISTRATIVE AGENT,

                              CITIBANK, F.S.B.,
                            AS SYNDICATION AGENT,

                                     AND
                                   EACH OF

                     LASALLE BANK NATIONAL ASSOCIATION,

                                     AND

                               CITIBANK, N.A.,
                  AS JOINT LEAD ARRANGERS AND BOOK RUNNERS





<PAGE>
<PAGE>


<TABLE>
<C>               <C>                                                                                           <C>
SECTION 1             DEFINITIONS................................................................................1

         1.1      Definitions....................................................................................1
         1.2      Other Interpretive Provisions.................................................................15


SECTION 2             COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES.........16

         2.1      Commitments...................................................................................16
         2.2      Loan Procedures...............................................................................16
         2.3      Letter of Credit Procedures...................................................................19
         2.4      Commitments Several...........................................................................22
         2.5      Certain Conditions............................................................................22
         2.6      Increases in Revolving Commitment.............................................................22


SECTION 3             EVIDENCING OF LOANS.......................................................................23

         3.1      Notes.........................................................................................23
         3.2      Recordkeeping.................................................................................23


SECTION 4             INTEREST..................................................................................23

         4.1      Interest Rates................................................................................23
         4.2      Interest Payment Dates........................................................................24
         4.3      Setting and Notice of LIBOR Rates.............................................................24
         4.4      Computation of Interest.......................................................................24


SECTION 5             FEES......................................................................................24

         5.1      Non-Use Fee...................................................................................24
         5.2      Letter of Credit Fees.........................................................................24
         5.3      Administrative Fees...........................................................................25


SECTION 6             REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; PREPAYMENTS.........................25

         6.1      Reduction or Termination of the Revolving Commitment..........................................25
         6.2      Prepayments...................................................................................25
         6.3      Manner of Prepayments.........................................................................26
         6.4      Repayments....................................................................................26


SECTION 7             MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES...........................................26

         7.1      Making of Payments............................................................................26
         7.2      Application of Certain Payments...............................................................26
         7.3      Due Date Extension............................................................................27
         7.4      Setoff........................................................................................27
         7.5      Proration of Payments.........................................................................27
         7.6      Taxes.........................................................................................27


SECTION 8             INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.......................................29

         8.1      Increased Costs...............................................................................29
         8.2      Basis for Determining Interest Rate Inadequate or Unfair......................................30

                                     i

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         8.3      Changes in Law Rendering LIBOR Loans Unlawful.................................................30
         8.4      Funding Losses................................................................................31
         8.5      Right of Lenders to Fund through Other Offices................................................31
         8.6      Discretion of Lenders as to Manner of Funding.................................................31
         8.7      Mitigation of Circumstances; Replacement of Lenders...........................................31
         8.8      Conclusiveness of Statements; Survival of Provisions..........................................32


SECTION 9             REPRESENTATIONS AND WARRANTIES............................................................32

         9.1      Organization..................................................................................32
         9.2      Authorization; No Conflict....................................................................32
         9.3      Validity and Binding Nature...................................................................33
         9.4      Financial Condition...........................................................................33
         9.5      No Material Adverse Change....................................................................33
         9.6      Litigation and Contingent Liabilities.........................................................33
         9.7      Ownership of Properties; Liens................................................................33
         9.8      Equity Ownership; Subsidiaries................................................................33
         9.9      Pension Plans.................................................................................33
         9.10     Investment Company Act........................................................................34
         9.11     Reserved......................................................................................34
         9.12     Regulation U..................................................................................34
         9.13     Taxes.........................................................................................34
         9.14     Solvency, etc.................................................................................35
         9.15     Environmental Matters.........................................................................35
         9.16     Insurance.....................................................................................35
         9.17     Real Property.................................................................................36
         9.18     Information...................................................................................36
         9.19     Intellectual Property.........................................................................36
         9.20     Reserved......................................................................................36
         9.21     Labor Matters.................................................................................36
         9.22     No Default....................................................................................36


SECTION 10            AFFIRMATIVE COVENANTS.....................................................................36

         10.1     Reports, Certificates and Other Information...................................................37
         10.2     Books, Records and Inspections................................................................38
         10.3     Maintenance of Property; Insurance............................................................39
         10.4     Compliance with Laws; Payment of Taxes and Liabilities........................................39
         10.5     Maintenance of Existence, etc.................................................................40
         10.6     Use of Proceeds...............................................................................40
         10.7     Employee Benefit Plans........................................................................40
         10.8     Environmental Matters.........................................................................40
         10.9     Further Assurances............................................................................41
         10.10    Reserved......................................................................................41
         10.11    Springing Lien................................................................................41
         10.12    Syndication...................................................................................42


SECTION 11            NEGATIVE COVENANTS........................................................................42

         11.1     Debt..........................................................................................42

                                     ii

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<PAGE>

         11.2     Liens.........................................................................................43
         11.3     Reserved......................................................................................43
         11.4     Restricted Payments...........................................................................43
         11.5     Mergers, Consolidations, Sales................................................................44
         11.6     Modification of Organizational Documents......................................................45
         11.7     Transactions with Affiliates..................................................................45
         11.8     Reserved......................................................................................45
         11.9     Inconsistent Agreements.......................................................................45
         11.10    Business Activities; Issuance of Equity.......................................................46
         11.11    Investments...................................................................................46
         11.12    Restriction of Amendments to Certain Documents................................................46
         11.13    Fiscal Year...................................................................................47
         11.14    Financial Covenants...........................................................................47


SECTION 12            EFFECTIVENESS; CONDITIONS OF LENDING, ETC.................................................47

         12.1     Initial Credit Extension......................................................................47
         12.2     Conditions....................................................................................48


SECTION 13            EVENTS OF DEFAULT AND THEIR EFFECT........................................................49

         13.1     Events of Default.............................................................................49
         13.2     Effect of Event of Default....................................................................50


SECTION 14            THE AGENT[S]..............................................................................51

         14.1     Appointment and Authorization.................................................................51
         14.2     Issuing Lender................................................................................51
         14.3     Delegation of Duties..........................................................................52
         14.4     Exculpation of Administrative Agent...........................................................52
         14.5     Reliance by Administrative Agent..............................................................52
         14.6     Notice of Default.............................................................................53
         14.7     Credit Decision...............................................................................53
         14.8     Indemnification...............................................................................53
         14.9     Administrative Agent in Individual Capacity...................................................54
         14.10    Successor Administrative Agent................................................................54
         14.11    Administrative Agent May File Proofs of Claim.................................................55
         14.12    Other Agents; Arrangers and Managers..........................................................55


SECTION 15            GENERAL...................................................................................56

         15.1     Waiver; Amendments............................................................................56
         15.2     Confirmations.................................................................................56
         15.3     Notices.......................................................................................56
         15.4     Computations..................................................................................57
         15.5     Costs, Expenses and Taxes.....................................................................57
         15.6     Assignments; Participations...................................................................57
         15.7     Register......................................................................................59
         15.8     GOVERNING LAW.................................................................................59
         15.9     Confidentiality...............................................................................59
         15.10    Severability..................................................................................60

                                    iii

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<PAGE>

         15.11    Nature of Remedies............................................................................60
         15.12    Entire Agreement..............................................................................60
         15.13    Counterparts..................................................................................60
         15.14    Successors and Assigns........................................................................60
         15.15    Captions......................................................................................61
         15.16    Customer Identification - USA Patriot Act Notice..............................................61
         15.17    INDEMNIFICATION BY THE LOAN PARTIES...........................................................61
         15.18    Nonliability of Lenders.......................................................................62
         15.19    FORUM SELECTION AND CONSENT TO JURISDICTION...................................................62
         15.20    WAIVER OF JURY TRIAL..........................................................................63
         15.21    Reimbursement Among the Loan Parties..........................................................63
         15.22    Joint and Several Liability...................................................................63
</TABLE>



ANNEXES
ANNEX A           Lenders and Pro Rata Shares
ANNEX B           Addresses for Notices

SCHEDULES
SCHEDULE 9.6      Litigation and Contingent Liabilities
SCHEDULE 9.8      Subsidiaries
SCHEDULE 9.16     Insurance
SCHEDULE 9.17     Real Property
SCHEDULE 9.21     Labor Matters
SCHEDULE 11.1     Existing Debt
SCHEDULE 11.2     Existing Liens
SCHEDULE 11.7     Transactions with Affiliates
SCHEDULE 11.11    Investments
SCHEDULE 12.1     Debt to be Repaid

EXHIBITS
EXHIBIT A         Form of Revolving Note (Section 3.1)
EXHIBIT B         Form of Compliance Certificate (Section 10.1.3)
EXHIBIT C         Form of Assignment Agreement
EXHIBIT D         Form of Notice of Borrowing (Section 2.2.2)
EXHIBIT E         Form of Notice of Conversion/Continuation (Section 2.2.3)




                                     iv

<PAGE>
<PAGE>


                              CREDIT AGREEMENT
                              ----------------

         THIS CREDIT AGREEMENT dated as of June 9, 2006 (this "Agreement")
                                                               ---------
is entered into among K-V PHARMACEUTICAL COMPANY, a Delaware corporation,
PARTICLE DYNAMICS, INC., a New York corporation, ETHEX CORPORATION, a
Missouri corporation and THER-Rx CORPORATION, a Missouri corporation
(collectively, the "Loan Parties"), the financial institutions that are or
                    ------------
may from time to time become parties hereto (together with their respective
successors and assigns, the "Lenders"), LASALLE BANK NATIONAL ASSOCIATION,
                             -------
a national banking association (in its individual capacity, "LaSalle"), as
                                                             -------
administrative agent for the Lenders, CITIBANK, F.S.B. (in its individual
capacity, "Citibank"), as syndication agent (in such capacity, the
"Syndication Agent") and each of LASALLE and CITIBANK, N.A., a national
 -----------------
banking association, as joint lead arrangers and bookrunners (collectively,
the "Arrangers").

         The Lenders have agreed to make available to the Loan Parties a
revolving credit facility (which includes letters of credit) upon the terms
and conditions set forth herein.

         In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

         SECTION 1  DEFINITIONS.

         1.1 Definitions. When used herein the following terms shall have
             -----------
the following meanings:

         Account Debtor is defined in the UCC.
         --------------

         Account or Accounts is defined in the UCC.
         -------------------

         Acquisition means any single transaction or series of related
         -----------
transactions for the purpose of or resulting, directly or indirectly, in (a)
the acquisition of any individual product or product line utilized in any
Loan Party's business, (b) the acquisition of all or substantially all of
the assets of a Person, or of all or substantially all of any business or
division of a Person, (c) the acquisition of in excess of 50% of the Capital
Securities of any Person, or otherwise causing any Person to become a
Subsidiary, or (d) a merger or consolidation or any other combination with
another Person (other than a Person that is already a Subsidiary).

         Administrative Agent means LaSalle in its capacity as
         --------------------
administrative agent for the Lenders hereunder and any successor thereto in
such capacity.

         Affected Loan - see Section 8.3.
         -------------       -----------


<PAGE>
<PAGE>


         Affiliate of any Person means (a) any other Person which, directly
         ---------
or indirectly, controls or is controlled by or is under common control with
such Person and (b) with respect to any Lender, any entity administered or
managed by such Lender or an Affiliate or investment advisor thereof and
which is engaged in making, purchasing, holding or otherwise investing in
commercial loans. A Person shall be deemed to be "controlled by" any other
Person if such Person possesses, directly or indirectly, power to vote 5% or
more of the securities (on a fully diluted basis) having ordinary voting
power for the election of directors or managers or power to direct or cause
the direction of the management and policies of such Person whether by
contract or otherwise. Unless expressly stated otherwise herein, neither the
Administrative Agent nor any Lender shall be deemed an Affiliate of any Loan
Party.

         Agreement - see the Preamble.
         ---------           --------

         Applicable Margin means, for any day, the rate per annum set forth
         -----------------
below opposite the level (the "Level") then in effect, it being understood
                               -----
that the Applicable Margin for (i) LIBOR Loans shall be the percentage set
forth under the column "LIBOR Margin", (ii) Base Rate Loans shall be the
percentage set forth under the column "Base Rate Margin", (iii) the Non-Use
Fee Rate shall be the percentage set forth under the column "Non-Use Fee
Rate" and (iv) the L/C Fee shall be the percentage set forth under the
column "L/C Fee Rate":


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
              SENIOR DEBT                              LIBOR           BASE RATE         NON-USE          L/C FEE
LEVEL         TO EBITDA RATIO                          MARGIN           MARGIN           FEE RATE          RATE
-----         ---------------                          ------           ------           --------          ----
----------------------------------------------------------------------------------------------------------------------
<C>           <C>                                  <C>              <C>               <C>              <C>
I             Greater than or equal to 2.75:1           1.50%              0%             0.250%           1.50%
              but less than 3.0:1
----------------------------------------------------------------------------------------------------------------------
II            Greater than or equal to 2.25:1           1.25%              0%             0.225%           1.25%
              but less than 2.75:1
----------------------------------------------------------------------------------------------------------------------
III           Greater than or equal to 1.75:1           1.00%              0%             0.200%           1.00%
              but less than 2.25:1
----------------------------------------------------------------------------------------------------------------------
IV            Greater than or equal to 1.25:1          0.750%              0%             0.150%           0.750%
              but less than 1.75:1
----------------------------------------------------------------------------------------------------------------------
V             Less than 1.25:1                         0.625%              0%             0.125%           0.625%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

         The LIBOR Margin, the Base Rate Margin, the Non-Use Fee Rate and
the L/C Fee Rate shall be adjusted, to the extent applicable, on the fifth
(5th) Business Day after the Loan Parties provide or are required to provide
the annual and quarterly financial statements and other information pursuant
to Sections 10.1.1 or 10.1.2, as applicable, and the related Compliance
   ---------------    ------
Certificate, pursuant to Section 10.1.3. Notwithstanding anything contained
                         --------------
in this paragraph to the contrary, (a) if the Loan Parties fail to deliver
the financial statements and Compliance Certificate in accordance with the
provisions of Sections 10.1.1, 10.1.2 and 10.1.3, the LIBOR Margin, the Base
              ---------------  ------     ------
Rate Margin, the Non-Use Fee Rate and the L/C Fee Rate shall be based upon
Level I above beginning on the date such financial statements and Compliance
Certificate were required to be delivered until the fifth (5th) Business Day
after such financial statements and Compliance Certificate are actually
delivered, whereupon the Applicable Margin shall be determined by the then
current Level; (b) no reduction to any Applicable Margin shall become

                                     2

<PAGE>
<PAGE>

effective at any time when an Event of Default or Unmatured Event of Default
has occurred and is continuing; and (c) the initial Applicable Margin on the
Closing Date shall be based on Level V until the date on which the financial
statements and Compliance Certificate are required to be delivered for the
Fiscal Year ending March 31, 2006.

         Assignee - see Section 15.6.1.
         --------       --------------

         Assignment Agreement - see Section 15.6.1.
         --------------------       --------------

         Attorney Costs means, with respect to any Person, all reasonable
         --------------
fees and out-of-pocket charges of any outside counsel to such Person, all
reasonable disbursements of such counsel and all court costs and similar
legal expenses.

         Bank Product Agreements means those certain cash management service
         -----------------------
agreements entered into from time to time between any Loan Party and a
Lender or its Affiliates in connection with any of the Bank Products.

         Bank Product Obligations means all obligations, liabilities,
         ------------------------
contingent reimbursement obligations, fees, and expenses owing by the Loan
Parties to any Lender or its Affiliates pursuant to or evidenced by the Bank
Product Agreements and irrespective of whether for the payment of money,
whether direct or indirect, absolute or contingent, due or to become due,
now existing or hereafter arising, and including all such amounts that a
Loan Party is obligated to reimburse to the Administrative Agent or any
Lender as a result of the Administrative Agent or such Lender purchasing
participations or executing indemnities or reimbursement obligations with
respect to the Bank Products provided to the Loan Parties pursuant to the
Bank Product Agreements.

         Bank Products means any service or facility extended to any Loan
         -------------
Party by any Lender or its Affiliates including: (a) credit cards, (b)
credit card processing services, (c) debit cards, (d) purchase cards, (e)
ACH transactions, (f) cash management, including controlled disbursement,
accounts or services, or (g) Hedging Agreements.

         Base Rate means at any time the greater of (a) the Federal Funds
         ---------
Rate plus 0.5% and (b) the Prime Rate.

         Base Rate Loan means any Loan which bears interest at or by
         --------------
reference to the Base Rate.

         Base Rate Margin - see the definition of Applicable Margin.
         ----------------

         BSA - see Section 10.4.
         ---       ------------

         Business Day means any day on which LaSalle is open for commercial
         ------------
banking business in Chicago, Illinois and, in the case of a Business Day
which relates to a LIBOR Loan, on which dealings are carried on in the
London interbank eurodollar market.

         Capital Expenditures means all expenditures which, in accordance
         --------------------
with GAAP, would be required to be capitalized and shown on the consolidated
balance sheet of the Loan Parties, including expenditures in respect of
Capital Leases, but excluding expenditures made in connection with the
replacement, substitution or restoration of assets to the extent financed

                                     3

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<PAGE>

(a) from insurance proceeds (or other similar recoveries) paid on account of
the loss of or damage to the assets being replaced or restored or (b) with
awards of compensation arising from the taking by eminent domain or
condemnation of the assets being replaced.

         Capital Lease means, with respect to any Person, any lease of (or
         -------------
other agreement conveying the right to use) any real or personal property by
such Person that, in conformity with GAAP, is accounted for as a capital
lease on the balance sheet of such Person.

         Capital Securities means, with respect to any Person, all shares,
         ------------------
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's capital, whether now outstanding or
issued or acquired after the Closing Date, including common shares,
preferred shares, membership interests in a limited liability company,
limited or general partnership interests in a partnership, interests in a
Trust, interests in other unincorporated organizations or any other
equivalent of such ownership interest.

         Cash Collateralize means to deliver cash collateral to the
         ------------------
Administrative Agent, to be held as cash collateral for outstanding Letters
of Credit, pursuant to documentation satisfactory to the Administrative
Agent. Derivatives of such term have corresponding meanings.

         Cash Equivalent Investment means, at any time, (a) any evidence of
         --------------------------
Debt, maturing not more than one year after such time, issued or guaranteed
by the United States Government or any agency thereof, (b) commercial paper,
maturing not more than one year from the date of issue, or corporate demand
notes, in each case (unless issued by a Lender or its holding company) rated
at least A-l by Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or P-l by Moody's Investors Service, Inc., (c)
any certificate of deposit, time deposit or banker's acceptance, maturing
not more than one year after such time, or any overnight Federal Funds
transaction that is issued or sold by any Lender or its holding company (or
by a commercial banking institution that is a member of the Federal Reserve
System and has a combined capital and surplus and undivided profits of not
less than $500,000,000), (d) any repurchase agreement entered into with any
Lender (or commercial banking institution of the nature referred to in
clause (c)) which (i) is secured by a fully perfected security interest in
any obligation of the type described in any of clauses (a) through (c) above
and (ii) has a market value at the time such repurchase agreement is entered
into of not less than 100% of the repurchase obligation of such Lender (or
other commercial banking institution) thereunder and (e) money market
accounts or mutual funds which invest exclusively in assets satisfying the
foregoing requirements, (f) securities issued through major broker-dealers
on behalf of their public and corporate financial clients that reset
interest rates at 7, 28 or 35 day intervals and are traded in what is
commonly known as the "Auction Rate Securities Market"; and (g) other short
term liquid investments approved in writing by the Administrative Agent.

         Change of Control means, with respect to any Person, an event or
         -----------------
series of events by which:

         (a) any "person" or "group" as such terms are used in Sections
                                                               --------
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
-----     -----
"Exchange Act"), becomes the "beneficial owner" (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that a person or group shall be
deemed to have "beneficial ownership" of all securities that such person or
group has the right to acquire (such right, an "option right"), whether such
right is exercisable


                                     4

<PAGE>
<PAGE>

immediately or only after the passage of time), directly or indirectly, of
30% or more of the equity securities of the Company entitled to vote for
members of the board of directors or equivalent governing body of the
Company on a fully diluted basis (and, taking into account all such
securities that such person or group has the right to acquire pursuant to
any option right); or

         (b) during any period of 24 consecutive months, a majority of the
members of the board of directors or other equivalent governing body of such
Person cease to be composed of individuals: (i) who were members of that
board or equivalent governing body on the first day of such period, (ii)
whose election or nomination to that board or equivalent governing body was
approved or recommended by individuals referred to in clause (i) above
constituting at the time of such election or nomination at least a majority
of that board or equivalent governing body or (iii) whose election or
nomination to that board or other equivalent governing body was approved or
recommended by individuals referred to in clauses (i) and (ii) above
constituting at the time of such election or nomination at least a majority
of that board or equivalent governing body (excluding, in the case of both
clause (ii) and clause (iii), any individual whose initial nomination for,
or assumption of office as, a member of that board or equivalent governing
body occurs solely as a result of an actual or threatened solicitation of
proxies or consents for the election of such director by any person or group
other than (x) Marc S. Hermelin and all relatives and trusts of which Marc
S. Hermelin or a relative is a trust or beneficiary and (y) a solicitation
for the election of one or more directors by or on behalf of the board of
directors); or

         (d) the Loan Parties shall cease to, directly or indirectly, own
and control 100% of each class of the outstanding Capital Securities of each
of its Subsidiaries.

         Citibank - see the Preamble.
         --------           --------

         Closing Date - see Section 12.1.
         ------------       ------------

         Code means the Internal Revenue Code of 1986.
         ----

         Commitment means, as to any Lender, such Lender's commitment to
         ----------
make Loans, and to issue or participate in Letters of Credit, under this
Agreement. The initial amount of each Lender's commitment to make Loans is
set forth on Annex A.
             -------

         Company means K-V Pharmaceutical Company, a Delaware corporation.
         -------

         Compliance Certificate means a Compliance Certificate in
         ----------------------
substantially the form of Exhibit B.
                          ---------

         Computation Period means each period of four consecutive Fiscal
         ------------------
Quarters ending on the last day of a Fiscal Quarter.

         Consolidated Net Income means, with respect to the Company and its
         -----------------------
Subsidiaries for any period, the net income (or loss) of the Company and its
Subsidiaries for such period, excluding (i) any gains or losses from the
sale of assets, (ii) any extraordinary gains or losses and any gains or
losses from discontinued operations, and (iii) any expenses associated with
any in-process research and development acquired in connection with any
Acquisition which are required to be expensed under GAAP.

                                     5

<PAGE>
<PAGE>

         Contingent Liability means, with respect to any Person, each
         --------------------
obligation and liability of such Person and all such obligations and
liabilities of such Person incurred pursuant to any agreement, undertaking
or arrangement by which such Person: (a) guarantees, endorses or otherwise
becomes or is contingently liable upon (by direct or indirect agreement,
contingent or otherwise, to provide funds for payment, to supply funds to,
or otherwise to invest in, a debtor, or otherwise to assure a creditor
against loss) the indebtedness, dividend, obligation or other liability of
any other Person in any manner (other than by endorsement of instruments in
the course of collection), including any indebtedness, dividend or other
obligation which may be issued or incurred at some future time; (b)
guarantees the payment of dividends or other distributions upon the Capital
Securities of any other Person; (c) undertakes or agrees (whether
contingently or otherwise): (i) to purchase, repurchase, or otherwise
acquire any indebtedness, obligation or liability of any other Person or any
property or assets constituting security therefor, (ii) to advance or
provide funds for the payment or discharge of any indebtedness, obligation
or liability of any other Person (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise), or to maintain
solvency, assets, level of income, working capital or other financial
condition of any other Person, or (iii) to make payment to any other Person
other than for value received; (d) agrees to lease property or to purchase
securities, property or services from such other Person with the purpose or
intent of assuring the owner of such indebtedness or obligation of the
ability of such other Person to make payment of the indebtedness or
                                     -------
obligation; (e) to induce the issuance of, or in connection with the
issuance of, any letter of credit for the benefit of such other Person; or
(f) undertakes or agrees otherwise to assure a creditor against loss. The
amount of any Contingent Liability shall (subject to any limitation set
forth herein) be deemed to be the outstanding principal amount (or maximum
permitted principal amount, if larger) of the indebtedness, obligation or
other liability guaranteed or supported thereby.

         Controlled Group means all members of a controlled group of
         ----------------
corporations, all members of a controlled group of trades or businesses
(whether or not incorporated) under common control and all members of an
affiliated service group which, together with the Loan Parties or any of
their Subsidiaries, are treated as a single employer under Section 414 of
the Code or Section 4001 of ERISA.

         Convertible Notes means those certain 2.5% Contingent Convertible
         -----------------
Subordinated Notes due 2033 payable by the Company to the holders thereof.

         Debt of any Person means, without duplication, (a) all indebtedness
         ----
of such Person, (b) all borrowed money of such Person, whether or not
evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person as lessee under Capital Leases which have been or
should be recorded as liabilities on a balance sheet of such Person in
accordance with GAAP, (d) all obligations of such Person to pay the deferred
purchase price of property or services (excluding trade accounts payable in
the ordinary course of business), (e) all indebtedness secured by a Lien on
the property of such Person, whether or not such indebtedness shall have
been assumed by such Person; provided that if such Person has not assumed or
                             --------
otherwise become liable for such indebtedness, such indebtedness shall be
measured at the fair market value of such property securing such
indebtedness at the time of determination, (f) all obligations, contingent
or otherwise, with respect to the face amount of all letters of credit
(whether or not drawn), bankers' acceptances and similar obligations issued
for the account of such Person (including the Letters of Credit), (g) all
Hedging Obligations of such Person, (h) all


                                     6

<PAGE>
<PAGE>

Contingent Liabilities of such Person, (i) all Debt of any partnership of
which such Person is a general partner and (j) any Capital Securities or
other equity instrument, whether or not mandatorily redeemable, that under
GAAP is characterized as debt, whether pursuant to financial accounting
standards board issuance No. 150 or otherwise.

         Debt to be Repaid means Debt listed on Schedule 12.1.
         -----------------                      -------------

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

         EBITDA means, with respect to any fiscal period of the Company,
         ------
Company's and its Subsidiaries' aggregate (a) Consolidated Net Income for
such period, plus (b) the aggregate amounts deducted in determining such
Consolidated Net Income in respect of (i) Interest Expense, (ii) income
taxes, (iii) depreciation and (iv) amortization, each determined on a
consolidated basis and in accordance with GAAP consistently applied. In the
event any Loan Party consummates an Acquisition (whether via stock purchase,
asset purchase, merger or otherwise) (the Person or assets so acquired being
referred to herein as the "Acquired Company"), EBITDA of the Company for the
fiscal period during which such Acquisition occurred and all other relevant
"trailing" measuring periods shall be calculated to include the EBITDA of
the Acquired Company on a pro-forma basis, for the relevant measuring
periods as if such Acquired Company was a Loan Party hereunder at all such
times, to the extent the results of operations of such acquired asset are
not reflected in the Company's financial statements.

         Environmental Claims means all claims, however asserted, by any
         --------------------
governmental, regulatory or judicial authority or other Person alleging
potential liability or responsibility for violation of any Environmental
Law, or for release or injury to the environment.

         Environmental Laws means all present or future federal, state or
         ------------------
local laws, statutes, common law duties, rules, regulations, ordinances and
codes, together with all administrative or judicial orders, consent
agreements, directed duties, requests, licenses, authorizations and permits
of, and agreements with, any governmental authority, in each case relating
to any matter arising out of or relating to public health and safety, or
pollution or protection of the environment or workplace, including any of
the foregoing relating to the presence, use, production, generation,
handling, transport, treatment, storage, disposal, distribution, discharge,
emission, release, threatened release, control or cleanup of any Hazardous
Substance.

         ERISA means the Employee Retirement Income Security Act of 1974.
         -----

         Event of Default means any of the events described in Section 13.1.
         ----------------                                      ------------

         Excluded Taxes means taxes based upon, or measured by, the Lender's
         --------------
or Administrative Agent's (or a branch of the Lender's or Administrative
Agent's) overall net income, overall net receipts, or overall net profits
(including franchise taxes imposed in lieu of such taxes), but only to the
extent such taxes are imposed by a taxing authority (a) in a jurisdiction in
which such Lender or Administrative Agent is organized, (b) in a
jurisdiction which the Lender's or Administrative Agent's principal office
is located, or (c) in a jurisdiction in which such Lender's or
Administrative Agent's lending office (or branch) in respect of which
payments under this Agreement are made is located.

                                     7

<PAGE>
<PAGE>

         Federal Funds Rate means, for any day, a fluctuating interest rate
         ------------------
equal for each day during such period to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published for such day (or, if
such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve 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 such day
on such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by the Administrative Agent.
The Administrative Agent's determination of such rate shall be binding and
conclusive absent manifest error.

         Fee Letter means the Fee letter dated as of May 8, 2006 between the
         ----------
Company and the Arrangers.

         Fiscal Quarter means a fiscal quarter of a Fiscal Year.
         --------------

         Fiscal Year means the fiscal year of the Company and its
         -----------
Subsidiaries, which period shall be the 12-month period ending on the
Company's Fiscal Year End of each year. References to a Fiscal Year with a
number corresponding to any calendar year (e.g., "Fiscal Year 2005") refer
to the Fiscal Year ending on the Company's Fiscal Year End of such calendar
year.

         Fixed Charge Coverage Ratio means, for any Computation Period, the
         ---------------------------
ratio of (a) the total for such period of EBITDA to (b) the sum for such
                                                 --
period of (i) cash Interest Expense plus (ii) required payments of principal
                                    ----
of Funded Debt.

         FRB means the Board of Governors of the Federal Reserve System or
         ---
any successor thereto.

         Funded Debt means, as to any Person, all Debt of such Person that
         -----------
matures more than one year from the date of its creation (or is renewable or
extendible, at the option of such Person, to a date more than one year from
such date).

         GAAP means generally accepted accounting principles set forth from
         ----
time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board
(or agencies with similar functions of comparable stature and authority
within the U.S. accounting profession) and the Securities and Exchange
Commission, which are applicable to the circumstances as of the date of
determination.

         Group - see Section 2.2.1.
         -----       -------------

         Hazardous Substances means (a) any petroleum or petroleum products,
         --------------------
radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, dielectric fluid containing levels of
polychlorinated biphenyls, radon gas and mold; (b) any chemicals, materials,
pollutant or substances defined as or included in the definition of
"hazardous substances", "hazardous waste", "hazardous materials", "extremely
hazardous substances", "restricted hazardous waste", "toxic substances",
"toxic pollutants", "contaminants", "pollutants" or words of similar import,
under any applicable Environmental Law; and (c) any other chemical, material
or substance, the exposure to, or release of which is


                                     8

<PAGE>
<PAGE>

prohibited, limited or regulated by any governmental authority or for which
any duty or standard of care is imposed pursuant to, any Environmental Law.

         Hedging Agreement means any interest rate, currency or commodity
         -----------------
swap agreement, cap agreement or collar agreement, and any other agreement
or arrangement designed to protect a Person against fluctuations in interest
rates, currency exchange rates or commodity prices.

         Hedging Obligation means, with respect to any Person, any liability
         ------------------
of such Person under any Hedging Agreement.

         Indemnified Liabilities - see Section 15.16.
         -----------------------       -------------

         Interest Expense means for any period the consolidated interest
         ----------------
expense of the Company and its Subsidiaries for such period (including all
imputed interest on Capital Leases).

         Interest Period means, as to any LIBOR Loan, the period commencing
         ---------------
on the date such Loan is borrowed or continued as, or converted into, a
LIBOR Loan and ending on the date one, two, three or six months thereafter
as selected by the Company pursuant to Section 2.2.2 or 2.2.3, as the case
                                       -------------    -----
may be; provided that:
        --------

                  (a) if any Interest Period would otherwise end on a day
         that is not a Business Day, such Interest Period shall be extended
         to the following Business Day unless the result of such extension
         would be to carry such Interest Period into another calendar month,
         in which event such Interest Period shall end on the preceding
         Business Day;

                  (b) any Interest Period that begins on a day for which
         there is no numerically corresponding day in the calendar month at
         the end of such Interest Period shall end on the last Business Day
         of the calendar month at the end of such Interest Period; and

                  (c) the Loan Parties may not select any Interest Period
         for a Revolving Loan which would extend beyond the scheduled
         Termination Date.

         Investment means, with respect to any Person, any investment in
         ----------
another Person, whether by acquisition of any debt or Capital Security, by
making any loan or advance, by becoming obligated with respect to a
Contingent Liability in respect of obligations of such other Person (other
than travel and similar advances to employees in the ordinary course of
business) or by making an Acquisition.

         Issuing Lender means LaSalle or Citibank, in their capacity as the
         --------------
issuer of Letters of Credit hereunder, or any Affiliate of LaSalle or
Citibank that may from time to time issue Letters of Credit, and their
successors and assigns in such capacity.

         LaSalle - see the Preamble.
         -------           --------

         L/C Application means, with respect to any request for the issuance
         ---------------
of a Letter of Credit, a letter of credit application in the form being used
by the Issuing Lender at the time of such request for the type of letter of
credit requested.

                                     9

<PAGE>
<PAGE>

         L/C Fee Rate - see the definition of Applicable Margin.
         ------------

         Lender - see the Preamble. References to the "Lenders" shall
         ------           --------
include the Issuing Lender; for purposes of clarification only, to the
extent that LaSalle (or any successor Issuing Lender) may have any rights or
obligations in addition to those of the other Lenders due to its status as
Issuing Lender, its status as such will be specifically referenced. In
addition to the foregoing, the term "Lender" shall include Affiliates of a
Lender providing a Bank Product.

         Lender Party - see Section 15.17.
         ------------       -------------

         Letter of Credit - see Section 2.1.2.
         ----------------       -------------

         LIBOR Loan means any Loan which bears interest at a rate determined
         ----------
by reference to the LIBOR Rate.

         LIBOR Margin - see the definition of Applicable Margin.
         ------------

         LIBOR Office means with respect to any Lender the office or offices
         ------------
of such Lender which shall be making or maintaining the LIBOR Loans of such
Lender hereunder. A LIBOR Office of any Lender may be, at the option of such
Lender, either a domestic or foreign office.

         LIBOR Rate means a rate of interest equal to (a) the per annum rate
         ----------
of interest at which United States dollar deposits in an amount comparable
to the amount of the relevant LIBOR Loan and for a period equal to the
relevant Interest Period are offered in the London Interbank Eurodollar
market at 11:00 A.M. (London time) two (2) Business Days prior to the
commencement of such Interest Period (or three (3) Business Days prior to
the commencement of such Interest Period if banks in London, England were
not open and dealing in offshore United States dollars on such second
preceding Business Day), as displayed in the Bloomberg Financial Markets
system (or other authoritative source selected by the Administrative Agent
in its sole discretion) or, if the Bloomberg Financial Markets system or
another authoritative source is not available, as the LIBOR Rate is
otherwise determined by the Administrative Agent in its sole and absolute
discretion, divided by (b) a number determined by subtracting from 1.00 the
then stated maximum reserve percentage for determining reserves to be
maintained by member banks of the Federal Reserve System for Eurocurrency
funding or liabilities as defined in Regulation D (or any successor category
of liabilities under Regulation D), such rate to remain fixed for such
Interest Period. The Administrative Agent's determination of the LIBOR Rate
shall be conclusive, absent manifest error.

         Lien means, with respect to any Person, any interest granted by
         ----
such Person in any real or personal property, asset or other right owned or
being purchased or acquired by such Person (including an interest in respect
of a Capital Lease) which secures payment or performance of any obligation
and shall include any mortgage, lien, encumbrance, title retention lien,
charge or other security interest of any kind, whether arising by contract,
as a matter of law, by judicial process or otherwise.

         Loan Documents means this Agreement, the Notes, the Letters of
         --------------
Credit, the Master Letter of Credit Agreement, the L/C Applications, the Fee
Letter


                                     10

<PAGE>
<PAGE>

and all documents, instruments and agreements delivered in connection with
the foregoing.

         Loan Party - see the Preamble.
         ----------           --------

         Loan or Loans means, as the context may require, Revolving Loans,
         -------------
and/or Swing Line Loans.

         Margin Stock means any "margin stock" as defined in Regulation U.
         ------------

         Master Letter of Credit Agreement means, at any time, with respect
         ---------------------------------
to the issuance of Letters of Credit, a master letter of credit agreement or
reimbursement agreement in the form, if any, being used by the Issuing
Lender at such time.

         Material Adverse Effect means (a) a material adverse change in, or
         -----------------------
a material adverse effect upon, the financial condition, operations, assets,
business or properties of the Loan Parties taken as a whole, (b) a material
impairment of the ability of any Loan Party to perform any of the
Obligations under any Loan Document or (c) a material adverse effect upon
the legality, validity, binding effect or enforceability against any Loan
Party of any Loan Document.

         Mortgage means a mortgage, deed of trust, leasehold mortgage or
         --------
similar instrument granting the Administrative Agent a Lien on real property
of any Loan Party.

         Multiemployer Pension Plan means a multiemployer plan, as defined
         --------------------------
in Section 4001(a)(3) of ERISA, to which the any Loan Party or any other
member of the Controlled Group may have any liability.

         Net Worth means, as of any date, the sum of the capital stock and
         ---------
additional paid-in capital plus retained earnings (or minus accumulated
deficit) calculated in conformity with GAAP, excluding the impact of any
expenses associated with in-process research and development acquired in
connection with any Acquisition which are required to be expensed under
GAAP.

         Non-U.S. Participant - see Section 7.6(d).
         --------------------       --------------

         Non-Use Fee Rate - see the definition of Applicable Margin.
         ----------------

         Note means a promissory note substantially in the form of Exhibit A.
         ----                                                      ---------

         Notice of Borrowing - see Section 2.2.2.
         -------------------       -------------

         Notice of Conversion/Continuation - see Section 2.2.3.
         ---------------------------------       -------------

         Obligations means all obligations (monetary (including
         -----------
post-petition interest, allowed or not) or otherwise) of any Loan Party
under this Agreement and any other Loan Document including Attorney Costs
and any reimbursement obligations of each Loan Party in respect of Letters
of Credit and surety bonds, all Hedging Obligations permitted hereunder
which are owed to any Lender or Administrative Agent, and all Bank Products
Obligations, all in each case


                                     11

<PAGE>
<PAGE>

howsoever created, arising or evidenced, whether direct or indirect,
absolute or contingent, now or hereafter existing, or due or to become due.

         OFAC - see Section 10.4.
         ----       ------------

         Operating Lease means any lease of (or other agreement conveying
         ---------------
the right to use) any real or personal property by any Loan Party, as
lessee, other than any Capital Lease.

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

         Participant - see Section 15.6.2.
         -----------       --------------

         Pension Plan means a "pension plan", as such term is defined in
         ------------
Section 3(2) of ERISA, which is subject to Title IV of ERISA or the minimum
------------
funding standards of ERISA (other than a Multiemployer Pension Plan), and as
to which any Loan Party or any member of the Controlled Group may have any
liability, including any liability by reason of having been a substantial
employer within the meaning of Section 4063 of ERISA at any time during the
preceding five years, or by reason of being deemed to be a contributing
sponsor under Section 4069 of ERISA.

         Permitted Lien means a Lien expressly permitted hereunder pursuant
         --------------
to Section 11.2.
   ------------

         Person means any natural person, corporation, partnership, trust,
         ------
limited liability company, association, governmental authority or unit, or
any other entity, whether acting in an individual, fiduciary or other
capacity.

         Prime Rate means, for any day, the rate of interest in effect for
         ----------
such day as publicly announced from time to time by the Administrative Agent
as its prime rate (whether or not such rate is actually charged by the
Administrative Agent), which is not intended to be the Administrative
Agent's lowest or most favorable rate of interest at any one time. Any
change in the Prime Rate announced by the Administrative Agent shall take
effect at the opening of business on the day specified in the public
announcement of such change; provided that the Administrative Agent shall
                             --------
not be obligated to give notice of any change in the Prime Rate.

         Pro Rata Share means:
         --------------

                  (d) with respect to a Lender's obligation to make
         Revolving Loans, participate in Letters of Credit, reimburse the
         Issuing Lender, and receive payments of principal, interest, fees,
         costs, and expenses with respect thereto, (x) prior to the
         Revolving Commitment being terminated or reduced to zero, the
         percentage obtained by dividing (i) such Lender's Revolving
         Commitment, by (ii) the aggregate Revolving Commitment of all
         Lenders and (y) from and after the time the Revolving Commitment
         has been terminated or reduced to zero, the percentage obtained by
         dividing (i) the aggregate unpaid principal amount of such Lender's
         Revolving Outstandings (after settlement and repayment of all Swing
         Line Loans by the Lenders) by (ii) the aggregate unpaid principal
         amount of all Revolving Outstandings; and

                                     12

<PAGE>
<PAGE>

                  (e) with respect to all other matters as to a particular
         Lender, the percentage obtained by dividing (i) such Lender's
         Revolving Commitment, by (ii) the aggregate amount of Revolving
         Commitment of all Lenders; provided that in the event the
                                    --------
         Commitments have been terminated or reduced to zero, Pro Rata Share
         shall be the percentage obtained by dividing (A) the principal
         amount of such Lender's Revolving Outstandings (after settlement
         and repayment of all Swing Line Loans by the Lenders) by (B) the
         principal amount of all outstanding Revolving Outstandings.

         Refunded Swing Line Loan - see Section 2.2.4(c).
         ------------------------       ----------------

         Regulation D means Regulation D of the FRB.
         ------------

         Regulation U means Regulation U of the FRB.
         ------------

         Replacement Lender - see Section 8.7(b).
         ------------------       --------------

         Reportable Event means a reportable event as defined in Section
         ----------------
4043 of ERISA and the regulations issued thereunder as to which the PBGC has
not waived the notification requirement of Section 4043(a), or the failure
of a Pension Plan to meet the minimum funding standards of Section 412 of
the Code (without regard to whether the Pension Plan is a plan described in
Section 4021(a)(2) of ERISA) or under Section 302 of ERISA.

         Required Lenders means, at any time, Lenders whose Pro Rata Shares
         ----------------
exceed 50% as determined pursuant to clause (b) of the definition of "Pro
Rata Share"; provided, however, that if any time there are only two
Lenders, Required Lenders shall mean both Lenders.

         Revolving Commitment means $320,000,000, as reduced from time to
         --------------------
time pursuant to Section 6.1.
                 -----------

         Revolving Loan - see Section 2.1.1.
         --------------       -------------

         Revolving Loan Availability means the Revolving Commitment less
         ---------------------------                                ----
Revolving Outstandings.

         Revolving Outstandings means, at any time, the sum of (a) the
         ----------------------
aggregate principal amount of all outstanding Revolving Loans, plus (b) the
                                                               ----
Stated Amount of all Letters of Credit.

         SEC means the Securities and Exchange Commission or any other
         ---
governmental authority succeeding to any of the principal functions thereof.

         Senior Debt means all Debt of the Loan Parties and their
         -----------
Subsidiaries other than Subordinated Debt.

         Senior Debt to EBITDA Ratio means, as of the last day of any Fiscal
         ---------------------------
Quarter, the ratio of (a) Senior Debt as of such day to (b) EBITDA for the
Computation Period ending on such day.

         Senior Officer means, with respect to any Loan Party, any of the
         --------------
chief executive officer, the chief financial officer, the chief operating
officer or the treasurer of such Loan Party.

                                     13

<PAGE>
<PAGE>

         Stated Amount means, with respect to any Letter of Credit at any
         -------------
date of determination, (a) the maximum aggregate amount available for
drawing thereunder under any and all circumstances plus (b) the aggregate
amount of all unreimbursed payments and disbursements under such Letter of
Credit.

         Subordinated Debt means the Convertible Notes, as such notes are in
         -----------------
effect on the date hereof, which are subordinated in right of payment to the
Obligations pursuant to the terms of the trust indenture governing the terms
of the Convertible Notes in effect on the date hereof.

         Subsidiary means, with respect to any Person, a corporation,
         ----------
partnership, limited liability company or other entity of which such Person
owns, directly or indirectly, such number of outstanding Capital Securities
as have more than 50% of the ordinary voting power for the election of
directors or other managers of such corporation, partnership, limited
liability company or other entity. Unless the context otherwise requires,
each reference to Subsidiaries herein shall be a reference to Subsidiaries
of the Loan Parties.

         Swing Line Availability means the lesser of (a) the Swing Line
         -----------------------
Commitment Amount and (b) Revolving Loan Availability.

         Swing Line Commitment Amount means $25,000,000, as reduced from
         ----------------------------
time to time pursuant to Section 6.1, which commitment constitutes a
                         -----------
subfacility of the Revolving Commitment of the Swing Line Lender.

         Swing Line Lender means LaSalle.
         -----------------       -------

         Swing Line Loan - see Section 2.2.4.
         ---------------       -------------

         Taxes means any and all present and future taxes, duties, levies,
         -----
imposts, deductions, assessments, charges or withholdings, and any and all
liabilities (including interest and penalties and other additions to taxes)
with respect to the foregoing, but excluding Excluded Taxes.

         Termination Date means the earlier to occur of (a) June 9, 2011 or
         ----------------
(b) such other date on which the Commitments terminate pursuant to Section 6
                                                                   ---------
or Section 13.
   ----------

         Termination Event means, with respect to a Pension Plan that is
         -----------------
subject to Title IV of ERISA, (a) a Reportable Event, (b) the withdrawal of
any Loan Party or any other member of the Controlled Group from such Pension
Plan during a plan year in which such Loan Party or any other member of the
Controlled Group was a "substantial employer" as defined in Section
4001(a)(2) of ERISA or was deemed such under Section 4068(f) of ERISA, (c)
the termination of such Pension Plan, the filing of a notice of intent to
terminate the Pension Plan or the treatment of an amendment of such Pension
Plan as a termination under Section 4041 of ERISA, (d) the institution by
the PBGC of proceedings to terminate such Pension Plan or (e) any event or
condition that might constitute grounds under Section 4042 of ERISA for the
termination of, or appointment of a trustee to administer, such Pension
Plan.

         Total Plan Liability means, at any time, the present value of all
         --------------------
vested and unvested accrued benefits under all Pension Plans, determined as
of the then most recent valuation date for each Pension Plan, using PBGC
actuarial assumptions for single employer plan terminations.

                                     14

<PAGE>
<PAGE>

         Type - see Section 2.2.1.
         ----       -------------

         UCC means the Uniform Commercial Code as in effect on the date
         ---
hereof and from time to time in the State of Illinois, provided that if by
reason of mandatory provisions of law, the perfection or the effect of
perfection or non-perfection of the security interests in any collateral or
the availability of any remedy hereunder is governed by the Uniform
Commercial Code as in effect on or after the date hereof in any other
jurisdiction, "UCC" means the Uniform Commercial Code as in effect in such
other jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection or availability of such
remedy.

         Unfunded Liability means the amount (if any) by which the present
         ------------------
value of all vested and unvested accrued benefits under all Pension Plans
exceeds the fair market value of all assets allocable to those benefits, all
determined as of the then most recent valuation date for each Pension Plan,
using PBGC actuarial assumptions for single employer plan terminations.

         Unmatured Event of Default means any event that, if it continues
         --------------------------
uncured, will, with lapse of time or notice or both, constitute an Event of
Default.

         Withholding Certificate - see Section 7.6(d).
         -----------------------       --------------

         Wholly-Owned Subsidiary means, as to any Person, a Subsidiary all
         -----------------------
of the Capital Securities of which (except directors' qualifying Capital
Securities) are at the time directly or indirectly owned by such Person
and/or another Wholly-Owned Subsidiary of such Person.

         1.2 Other Interpretive Provisions. (a) The meanings of defined
             -----------------------------
terms are equally applicable to the singular and plural forms of the defined
terms.

         (b) Section, Annex, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

         (c) The term "including" is not limiting and means "including
without limitation."

         (d) In the computation of periods of time from a specified date to
a later specified date, the word "from" means "from and including"; the
words "to" and "until" each mean "to but excluding", and the word "through"
means "to and including."

         (e) Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement and the other Loan Documents) and other
contractual instruments shall be deemed to include all subsequent
amendments, restatements, supplements and other modifications thereto, but
only to the extent such amendments, restatements, supplements and other
modifications are not prohibited by the terms of any Loan Document, and (ii)
references to any statute or regulation shall be construed as including all
statutory and regulatory provisions amending, replacing, supplementing or
interpreting such statute or regulation.

         (f) This Agreement and the other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and
each shall be performed in accordance with its terms.

                                     15

<PAGE>
<PAGE>

         (g) This Agreement and the other Loan Documents are the result of
negotiations among and have been reviewed by counsel to the Administrative
Agent, the Loan Parties, the Lenders and the other parties thereto and are
the products of all parties. Accordingly, they shall not be construed
against the Administrative Agent or the Lenders merely because of the
Administrative Agent's or Lenders' involvement in their preparation.

         SECTION 2 COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND
                   LETTER OF CREDIT PROCEDURES.

         2.1 Commitments. On and subject to the terms and conditions of this
             -----------
Agreement, each of the Lenders, severally and for itself alone, agrees to
make loans to, and to issue or participate in letters of credit for the
account of, the Loan Parties as follows:

         2.1.1 Revolving Loan Commitment. Each Lender with a Revolving Loan
               -------------------------
Commitment agrees to make loans on a revolving basis ("Revolving Loans")
                                                       ---------------
from time to time until the Termination Date in such Lender's Pro Rata Share
of such aggregate amounts as the Loan Parties may request from all Lenders;
provided that the Revolving Outstandings will not at any time exceed the
--------
Revolving Commitment (less the amount of any Swing Line Loans outstanding at
such time).

         2.1.2 L/C Commitment. Subject to Section 2.3.1, the Issuing Lender
               --------------             -------------
agrees to issue letters of credit, in each case containing such terms and
conditions as are permitted by this Agreement and are reasonably
satisfactory to the Issuing Lender (each, a "Letter of Credit"), at the
                                             ----------------
request of and for the account of the Loan Parties from time to time before
the scheduled Termination Date and, as more fully set forth in Section
                                                               -------
2.3.2, each Lender agrees to purchase a participation in each such Letter of
-----
Credit; provided that (a) the aggregate Stated Amount of all Letters of
        --------
Credit shall not at any time exceed $160,000,000 and (b) the Revolving
Outstandings shall not at any time exceed the Revolving Commitment (less the
amount of any Swing Line Loans outstanding at such time).

         2.2 Loan Procedures.
             ---------------

         2.2.1 Various Types of Loans. Each Revolving Loan shall be divided
               ----------------------
into tranches which are, either a Base Rate Loan or a LIBOR Loan (each a
"type" of Loan), as the Company shall specify in the related notice of
 ----
borrowing or conversion pursuant to Section 2.2.2 or 2.2.3. LIBOR Loans
                                    -------------    -----
having the same Interest Period which expire on the same day are sometimes
called a "Group" or collectively "Groups". Base Rate Loans and LIBOR Loans
          -----                   ------
may be outstanding at the same time, provided that not more than twenty-five
                                     --------
(25) different Groups of LIBOR Loans shall be outstanding at any one time.
All borrowings, conversions and repayments of Revolving Loans shall be
effected so that each Lender will have a ratable share (according to its Pro
Rata Share) of all types and Groups of Loans.

         2.2.2 Borrowing Procedures. The Loan Parties shall give written
               --------------------
notice (each such written notice, a "Notice of Borrowing") substantially in
                                     -------------------
the form of Exhibit D or telephonic notice (followed immediately by a Notice
            ---------
of Borrowing) to the Administrative Agent of each proposed borrowing not
later than (a) in the case of a Base Rate borrowing, 11:00 A.M., Chicago

                                     16

<PAGE>
<PAGE>

time, on the proposed date of such borrowing, and (b) in the case of a LIBOR
borrowing, 11:00 A.M., Chicago time, at least three Business Days prior to
the proposed date of such borrowing. Each such notice shall be effective
upon receipt by the Administrative Agent, shall be irrevocable, and shall
specify the date, amount and type of borrowing and, in the case of a LIBOR
borrowing, the initial Interest Period therefor. Promptly upon receipt of
such notice, the Administrative Agent shall advise each Lender thereof. Not
later than 1:00 P.M., Chicago time, on the date of a proposed borrowing,
each Lender shall provide the Administrative Agent at the office specified
by the Administrative Agent with immediately available funds covering such
Lender's Pro Rata Share of such borrowing and, so long as the Administrative
Agent has not received written notice that the conditions precedent set
forth in Section 11 with respect to such borrowing have not been satisfied,
         ----------
the Administrative Agent shall pay over the funds received by the
Administrative Agent to the Loan Parties on the requested borrowing date.
Each borrowing shall be on a Business Day. Each Base Rate borrowing shall be
in an aggregate amount of at least $500,000 and an integral multiple of
$100,000, and each LIBOR borrowing shall be in an aggregate amount of at
least $1,000,000 and an integral multiple of at least $100,000.

         2.2.3 Conversion and Continuation Procedures. (a) Subject to
               --------------------------------------
Section 2.2.1, the Loan Parties may, upon irrevocable written notice to the
-------------
Administrative Agent in accordance with clause (b) below:
                                        ----------

         (A) elect, as of any Business Day, to convert any Loans (or any
part thereof in an aggregate amount not less than $1,000,000 a higher
integral multiple of $100,000) into Loans of the other type; or

         (B) elect, as of the last day of the applicable Interest Period, to
continue any LIBOR Loans having Interest Periods expiring on such day (or
any part thereof in an aggregate amount not less than $1,000,000 or a higher
integral multiple of $100,000) for a new Interest Period;

provided that after giving effect to any prepayment, conversion or
--------
continuation, the aggregate principal amount of each Group of LIBOR Loans
shall be at least $1,000,000 and an integral multiple of $100,000.

         (b) The Loan Parties shall give written notice (each such written
notice, a "Notice of Conversion/Continuation") substantially in the form of
           ---------------------------------
Exhibit E or telephonic notice (followed immediately by a Notice of
---------
Conversion/Continuation) to the Administrative Agent of each proposed
conversion or continuation not later than (i) in the case of conversion into
Base Rate Loans, 11:00 A.M., Chicago time, on the proposed date of such
conversion and (ii) in the case of conversion into or continuation of LIBOR
Loans, 11:00 A.M., Chicago time, at least three Business Days prior to the
proposed date of such conversion or continuation, specifying in each case:

                  (A) the proposed date of conversion or continuation;

                  (B) the aggregate amount of Loans to be converted or
continued;

                  (C) the type of Loans resulting from the proposed
conversion or continuation; and

                                     17

<PAGE>
<PAGE>

                  (D) in the case of conversion into, or continuation of,
LIBOR Loans, the duration of the requested Interest Period therefor.

         (c) If upon the expiration of any Interest Period applicable to
LIBOR Loans, the Loan Parties have failed to select timely a new Interest
Period to be applicable to such LIBOR Loans, the Loan Parties shall be
deemed to have elected to convert such LIBOR Loans into Base Rate Loans
effective on the last day of such Interest Period.

         (d) The Administrative Agent will promptly notify each Lender of
its receipt of a notice of conversion or continuation pursuant to this
Section 2.2.3 or, if no timely notice is provided by the Loan Parties, of
-------------
the details of any automatic conversion.

         (e) Any conversion of a LIBOR Loan on a day other than the last day
of an Interest Period therefor shall be subject to Section 8.4.
                                                   -----------

         2.2.4 Swing Line Facility.
               -------------------

         (a) The Administrative Agent shall notify the Swing Line Lender
upon the Administrative Agent's receipt of any Notice of Borrowing. Subject
to the terms and conditions hereof, the Swing Line Lender may, in its sole
discretion, make available from time to time until the Termination Date
advances (each, a "Swing Line Loan") in accordance with any such notice,
                   ---------------
notwithstanding that after making a requested Swing Line Loan, the sum of
the Swing Line Lender's Pro Rata Share of the Revolving Outstanding and all
outstanding Swing Line Loans, may exceed the Swing Line Lender's Pro Rata
Share of the Revolving Commitment. The provisions of this Section 2.2.4
                                                          -------------
shall not relieve Lenders of their obligations to make Revolving Loans under
Section 2.1.1; provided that if the Swing Line Lender makes a Swing Line
-------------  --------
Loan pursuant to any such notice, such Swing Line Loan shall be in lieu of
any Revolving Loan that otherwise may be made by the Lenders pursuant to
such notice. The aggregate amount of Swing Line Loans outstanding shall not
exceed at any time Swing Line Availability. Until the Termination Date, the
Loan Parties may from time to time borrow, repay and reborrow under this
Section 2.2.4. Each Swing Line Loan shall be made pursuant to a Notice of
-------------
Borrowing delivered by the Loan Parties to the Administrative Agent in
accordance with Section 2.2.2. Any such notice must be given no later than
                -------------
2:00 P.M., Chicago time, on the Business Day of the proposed Swing Line
Loan. Unless the Swing Line Lender has received at least one Business Day's
prior written notice from the Required Lenders instructing it not to make a
Swing Line Loan, the Swing Line Lender shall, notwithstanding the failure of
any condition precedent set forth in Section 12.2, be entitled to fund that
                                     ------------
Swing Line Loan, and to have such Lender make Revolving Loans in accordance
with Section 2.2.4(c) or purchase participating interests in accordance with
     ----------------
Section 2.2.4(d). Notwithstanding any other provision of this Agreement or
----------------
the other Loan Documents, each Swing Line Loan shall constitute a Base Rate
Loan. The Loan Parties shall repay the aggregate outstanding principal
amount of each Swing Line Loan upon demand therefor by the Administrative
Agent.

         (b) The entire unpaid balance of each Swing Line Loan and all other
noncontingent Obligations shall be immediately due and payable in full in
immediately available funds on the Termination Date if not sooner paid in
full.

                                     18

<PAGE>
<PAGE>

         (c) The Swing Line Lender, at any time and from time to time no
less frequently than once weekly, shall on behalf of the Loan Parties (and
the Loan Parties hereby irrevocably authorize the Swing Line Lender to so
act on its behalf) request each Lender with a Revolving Commitment
(including the Swing Line Lender) to make a Revolving Loan to the Loan
Parties (which shall be a Base Rate Loan) in an amount equal to that
Lender's Pro Rata Share of the principal amount of all Swing Line Loans (the
"Refunded Swing Line Loan") outstanding on the date such notice is given.
 ------------------------
Unless any of the events described in Section 13.1.4 has occurred (in which
                                      --------------
event the procedures of Section 2.2.4(d) shall apply) and regardless of
                        ----------------
whether the conditions precedent set forth in this Agreement to the making
of a Revolving Loan are then satisfied, each Lender shall disburse directly
to the Administrative Agent, its Pro Rata Share on behalf of the Swing Line
Lender, prior to 2:00 P.M., Chicago time, in immediately available funds on
the date that notice is given (provided that such notice is given by 12:00
                               --------
p.m., Chicago time, on such date). The proceeds of those Revolving Loans
shall be immediately paid to the Swing Line Lender and applied to repay the
Refunded Swing Line Loan.

         (d) If, prior to refunding a Swing Line Loan with a Revolving Loan
pursuant to Section 2.2.4(c), one of the events described in Section 13.1.4
            ----------------                                  -------------
has occurred, then, subject to the provisions of Section 2.2.4(e) below,
                                                 ----------------
each Lender shall, on the date such Revolving Loan was to have been made for
the benefit of the Loan Parties, purchase from the Swing Line Lender an
undivided participation interest in the Swing Line Loan in an amount equal
to its Pro Rata Share of such Swing Line Loan. Upon request, each Lender
shall promptly transfer to the Swing Line Lender, in immediately available
funds, the amount of its participation interest.

         (e) Each Lender's obligation to make Revolving Loans in accordance
with Section 2.2.4(c) and to purchase participation interests in accordance
     ----------------
with Section 2.2.4(d) shall be absolute and unconditional and shall not be
     ----------------
affected by any circumstance, including (i) any setoff, counterclaim,
recoupment, defense or other right that such Lender may have against the
Swing Line Lender, any Loan Party or any other Person for any reason
whatsoever; (ii) the occurrence or continuance of any Unmatured Event of
Default or Event of Default; (iii) any inability of any Loan Party to
satisfy the conditions precedent to borrowing set forth in this Agreement at
any time or (iv) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing. If and to the extent any
Lender shall not have made such amount available to the Administrative Agent
or the Swing Line Lender, as applicable, by 2:00 P.M., Chicago time, the
amount required pursuant to Sections 2.2.4(c) or 2.2.4(d), as the case may
                            -----------------    --------
be, on the Business Day on which such Lender receives notice from the
Administrative Agent of such payment or disbursement (it being understood
that any such notice received after noon, Chicago time, on any Business Day
shall be deemed to have been received on the next following Business Day),
such Lender agrees to pay interest on such amount to the Administrative
Agent for the Swing Line Lender's account forthwith on demand, for each day
from the date such amount was to have been delivered to the Administrative
Agent to the date such amount is paid, at a rate per annum equal to (a) for
the first three days after demand, the Federal Funds Rate from time to time
in effect and (b) thereafter, the Base Rate from time to time in effect.

                                     19

<PAGE>
<PAGE>

         2.3 Letter of Credit Procedures.
             ---------------------------

         2.3.1 L/C Applications. The Loan Parties shall execute and deliver
               ----------------
to the Issuing Lender the Master Letter of Credit Agreement from time to
time in effect. The Loan Parties shall give notice to the Administrative
Agent and the Issuing Lender of the proposed issuance of each Letter of
Credit on a Business Day which is at least three Business Days (or such
lesser number of days as the Administrative Agent and the Issuing Lender
shall agree in any particular instance in their sole discretion) prior to
the proposed date of issuance of such Letter of Credit. Each such notice
shall be accompanied by an L/C Application, duly executed by the Loan
Parties and in all respects satisfactory to the Administrative Agent and the
Issuing Lender, together with such other documentation as the Administrative
Agent or the Issuing Lender may request in support thereof, it being
understood that each L/C Application shall specify, among other things, the
date on which the proposed Letter of Credit is to be issued, the expiration
date of such Letter of Credit (which shall not be later than the scheduled
Termination Date (unless such Letter of Credit is Cash Collateralized)) and
whether such Letter of Credit is to be transferable in whole or in part. Any
Letter of Credit outstanding after the scheduled Termination Date which is
Cash Collateralized for the benefit of the Issuing Lender shall be the sole
responsibility of the Issuing Lender. So long as the Issuing Lender has not
received written notice that the conditions precedent set forth in Section
                                                                   -------
12 with respect to the issuance of such Letter of Credit have not been
--
satisfied, the Issuing Lender shall issue such Letter of Credit on the
requested issuance date. The Issuing Lender shall promptly advise the
Administrative Agent of the issuance of each Letter of Credit and of any
amendment thereto, extension thereof or event or circumstance changing the
amount available for drawing thereunder. In the event of any inconsistency
between the terms of the Master Letter of Credit Agreement, any L/C
Application and the terms of this Agreement, the terms of this Agreement
shall control.

         2.3.2 Participations in Letters of Credit. Concurrently with the
               -----------------------------------
issuance of each Letter of Credit, the Issuing Lender shall be deemed to
have sold and transferred to each Lender with a Revolving Loan Commitment,
and each such Lender shall be deemed irrevocably and unconditionally to have
purchased and received from the Issuing Lender, without recourse or
warranty, an undivided interest and participation, to the extent of such
Lender's Pro Rata Share, in such Letter of Credit and the Loan Parties'
reimbursement obligations with respect thereto. If the Loan Parties do not
pay any reimbursement obligation when due, the Loan Parties shall be deemed
to have immediately requested that the Lenders make a Revolving Loan which
is a Base Rate Loan in a principal amount equal to such reimbursement
obligations. The Administrative Agent shall promptly notify such Lenders of
such deemed request and, without the necessity of compliance with the
requirements of Section 2.2.2, Section 12.2 or otherwise such Lender shall
                -------------  ------------
make available to the Administrative Agent its Pro Rata Share of such Loan.
The proceeds of such Loan shall be paid over by the Administrative Agent to
the Issuing Lender for the account of the Loan Parties in satisfaction of
such reimbursement obligations. For the purposes of this Agreement, the
unparticipated portion of each Letter of Credit shall be deemed to be the
Issuing Lender's "participation" therein. The Issuing Lender hereby agrees,
upon request of the Administrative Agent or any Lender, to deliver to the
Administrative Agent or such Lender a list of all outstanding Letters of
Credit issued by the Issuing Lender, together with such information related
thereto as the Administrative Agent or such Lender may reasonably request.

                                     20

<PAGE>
<PAGE>

         2.3.3 Reimbursement Obligations. (a) The Loan Parties hereby
               -------------------------
unconditionally and irrevocably agree to reimburse the Issuing Lender for
each payment or disbursement made by the Issuing Lender under any Letter of
Credit honoring any demand for payment made by the beneficiary thereunder,
in each case on the date that such payment or disbursement is made. Any
amount not reimbursed on the date of such payment or disbursement shall bear
interest from the date of such payment or disbursement to the date that the
Issuing Lender is reimbursed by the Loan Parties therefor, payable on
demand, at a rate per annum equal to the Base Rate from time to time in
effect plus the Base Rate Margin from time to time in effect plus, beginning
on the third Business Day after receipt of notice from the Issuing Lender of
such payment or disbursement, 2%. The Issuing Lender shall notify the Loan
Parties and the Administrative Agent whenever any demand for payment is made
under any Letter of Credit by the beneficiary thereunder; provided that the
failure of the Issuing Lender to so notify the Loan Parties or the
Administrative Agent shall not affect the rights of the Issuing Lender or
the Lenders in any manner whatsoever.

         (b) The Loan Parties' reimbursement obligations hereunder shall be
irrevocable and unconditional under all circumstances, including (a) any
lack of validity or enforceability of any Letter of Credit, this Agreement
or any other Loan Document, (b) the existence of any claim, set-off, defense
or other right which any Loan Party may have at any time against a
beneficiary named in a Letter of Credit, any transferee of any Letter of
Credit (or any Person for whom any such transferee may be acting), the
Administrative Agent, the Issuing Lender, any Lender or any other Person,
whether in connection with any Letter of Credit, this Agreement, any other
Loan Document, the transactions contemplated herein or any unrelated
transactions (including any underlying transaction between any Loan Party
and the beneficiary named in any Letter of Credit), (c) the validity,
sufficiency or genuineness of any document which the Issuing Lender has
determined complies on its face with the terms of the applicable Letter of
Credit, even if such document should later prove to have been forged,
fraudulent, invalid or insufficient in any respect or any statement therein
shall have been untrue or inaccurate in any respect, or (d) the surrender or
impairment of any security for the performance or observance of any of the
terms hereof. Without limiting the foregoing, no action or omission
whatsoever by the Administrative Agent or any Lender (excluding any Lender
in its capacity as the Issuing Lender) under or in connection with any
Letter of Credit or any related matters shall result in any liability of the
Administrative Agent or any Lender to any Loan Party, or relieve any Loan
Party of any of its obligations hereunder to any such Person.

         2.3.4 Funding by Lenders to Issuing Lender. If the Issuing Lender
               ------------------------------------
makes any payment or disbursement under any Letter of Credit and (a) the
Loan Parties have not reimbursed the Issuing Lender in full for such payment
or disbursement by 1:00 P.M., Chicago time, on the date of such payment or
disbursement, (b) a Revolving Loan may not be made in accordance with
Section 2.3.2 or (c) any reimbursement received by the Issuing Lender from
-------------
the Loan Parties is or must be returned or rescinded upon or during any
bankruptcy or reorganization of the Loan Parties or otherwise, each other
Lender with a Revolving Loan Commitment shall be obligated to pay to the
Administrative Agent for the account of the Issuing Lender, in full or
partial payment of the purchase price of its participation in such Letter of
Credit, its Pro Rata Share of such payment or disbursement (but no such
payment shall diminish the obligations of the Loan Parties under Section
                                                                 -------
2.3.3), and, upon notice from the Issuing Lender, the Administrative Agent
-----
shall promptly notify each other Lender thereof. Each other Lender

                                     21

<PAGE>
<PAGE>

irrevocably and unconditionally agrees to so pay to the Administrative Agent
in immediately available funds for the Issuing Lender's account the amount
of such other Lender's Pro Rata Share of such payment or disbursement. If
and to the extent any Lender shall not have made such amount available to
the Administrative Agent by 2:00 P.M., Chicago time, on the Business Day on
which such Lender receives notice from the Administrative Agent of such
payment or disbursement (it being understood that any such notice received
after noon, Chicago time, on any Business Day shall be deemed to have been
received on the next following Business Day), such Lender agrees to pay
interest on such amount to the Administrative Agent for the Issuing Lender's
account forthwith on demand, for each day from the date such amount was to
have been delivered to the Administrative Agent to the date such amount is
paid, at a rate per annum equal to (a) for the first three days after
demand, the Federal Funds Rate from time to time in effect and (b)
thereafter, the Base Rate from time to time in effect. Any Lender's failure
to make available to the Administrative Agent its Pro Rata Share of any such
payment or disbursement shall not relieve any other Lender of its obligation
hereunder to make available to the Administrative Agent such other Lender's
Pro Rata Share of such payment, but no Lender shall be responsible for the
failure of any other Lender to make available to the Administrative Agent
such other Lender's Pro Rata Share of any such payment or disbursement.

         2.4 Commitments Several. The failure of any Lender to make a
             -------------------
requested Loan on any date shall not relieve any other Lender of its
obligation (if any) to make a Loan on such date, but no Lender shall be
responsible for the failure of any other Lender to make any Loan to be made
by such other Lender.

         2.5 Certain Conditions. Except as otherwise provided in Sections
             ------------------                                  --------
2.2.4 and 2.3.4 of this Agreement, no Lender shall have an obligation to
-----     -----
make any Loan, or to permit the continuation of or any conversion into any
LIBOR Loan, and the Issuing Lender shall not have any obligation to issue
any Letter of Credit, if an Event of Default or Unmatured Event of Default
exists.

         2.6 Increases in Revolving Commitment. The Company may, at its
             ---------------------------------
option at any time and from time to time on or before the Termination Date,
seek to increase the aggregate amount of the Revolving Commitment by up to
an aggregate amount not exceeding Fifty Million Dollars ($50,000,000)
(resulting in maximum Revolving Commitment of Three Hundred Seventy Million
Dollars ($370,000,000)) upon written notice to the Administrative Agent,
which notice shall specify the amount of any such incremental increase
(which shall not be less than Ten Million Dollars ($10,000,000)) and shall
be delivered at a time when no Event of Default or Unmatured Event of
Default has occurred and is continuing. The Administrative Agent, subject to
the consent of the Company, which shall not be unreasonably withheld or
delayed, may allocate, as it determines in Administrative Agent's sole
discretion, the incremental increase in the Revolving Commitment on either a
ratable basis to the Lenders (which may be declined by any Lender in its
sole discretion) or on a non pro-rata basis to one or more Lenders (which
may be declined by any Lender in its sole discretion) and/or to other banks
or entities reasonably acceptable to the Administrative Agent and the
Company which have expressed a desire to accept the increase in its
Revolving Commitment. The Administrative Agent will then notify each
existing and potentially new Lender of such revised allocations of the
aggregate amount of the Revolving Commitment, including the desired
increase. No increase in the aggregate amount of the Revolving Commitment
shall become effective until each of the existing or new Lenders


                                     22

<PAGE>
<PAGE>

extending such incremental increase in its Revolving Commitment and the
Company shall have delivered to the Administrative Agent one or more
documents, notes, opinions, and other agreements in form reasonably
satisfactory to the Administrative Agent pursuant to which any such existing
Lender states, inter alia, the amount of its Revolving Commitment increase,
any such new Lender states its Revolving Commitment amount and agrees to
assume and accept the obligations and rights of a Lender hereunder, the
Company accepts such new Revolving Commitments, and Company certifies that
no Event of Default or Unmatured Event of Default has occurred and is
continuing. After giving effect to such increase in the aggregate amount of
the Revolving Commitment, all Loans and all such other credit exposure shall
be held ratably by the Lenders in proportion to their respective Revolving
Commitments, as revised to accommodate the increase in the Revolving
Commitment. Upon any increase in the aggregate amount of the Revolving
Commitment pursuant to this Section, the Company shall pay Administrative
Agent for the ratable benefit of only the Lenders (including any new Lender)
whose Revolving Commitments are increased an upfront fee in an amount equal
to what is mutually agreed to among the Company, the Lenders whose Revolving
Commitments are increased and the Administrative Agent. Upon any such
increase, Annex A shall be deemed to be amended to reflect such increase and
          -------
the Administrative Agent shall promptly deliver a copy of the revised Annex
                                                                      -----
A to each Lender and the Company.
-

         SECTION 3 EVIDENCING OF LOANS.

         3.1 Notes. The Loans of each Lender shall be evidenced by a Note,
             -----
with appropriate insertions, payable to the order of such Lender in a face
principal amount equal to the sum of such Lender's Revolving Loan
Commitment.

         3.2 Recordkeeping. The Administrative Agent, on behalf of each
             -------------
Lender, shall record in its records, the date and amount of each Loan made
by each Lender, each repayment or conversion thereof and, in the case of
each LIBOR Loan, the dates on which each Interest Period for such Loan shall
begin and end. The aggregate unpaid principal amount so recorded shall be
rebuttably presumptive evidence of the principal amount of the Loans owing
and unpaid. The failure to so record any such amount or any error in so
recording any such amount shall not, however, limit or otherwise affect the
Obligations of the Loan Parties hereunder or under any Note to repay the
principal amount of the Loans hereunder, together with all interest accruing
thereon.

         SECTION 4 INTEREST.

         4.1 Interest Rates. The Loan Parties, jointly and severally,
             --------------
promise to pay interest on the unpaid principal amount of each Loan for the
period commencing on the date of such Loan until such Loan is paid in full
as follows:

         (a) at all times while such Loan is a Base Rate Loan, at a rate per
annum equal to the sum of the Base Rate from time to time in effect plus the
Base Rate Margin from time to time in effect; and

                                     23

<PAGE>
<PAGE>

         (b) at all times while such Loan is a LIBOR Loan, at a rate per
annum equal to the sum of the LIBOR Rate applicable to each Interest Period
for such Loan plus the LIBOR Margin from time to time in effect;

provided that at any time an Event of Default exists, unless the Required
--------
Lenders otherwise consent, the interest rate applicable to each Loan shall
be increased by 2% (and, in the case of Obligations not bearing interest,
such Obligations shall bear interest at the Base Rate applicable to
Revolving Loans plus 2%), provided further that such increase may thereafter
                          -------- -------
be rescinded by the Required Lenders, notwithstanding Section 15.1.
                                                      ------------
Notwithstanding the foregoing, upon the occurrence of an Event of Default
under Sections 13.1.1 or 13.1.4, such increase shall occur automatically.
      ---------------    ------

         4.2 Interest Payment Dates. Accrued interest on each Base Rate Loan
             ----------------------
shall be payable in arrears on the last day of each calendar quarter and at
maturity. Accrued interest on each LIBOR Loan shall be payable on the last
day of each Interest Period relating to such Loan (and, in the case of a
LIBOR Loan with an Interest Period in excess of three months, on the
three-month anniversary of the first day of such Interest Period), upon a
prepayment of such Loan, and at maturity. After maturity, and at any time an
Event of Default exists, accrued interest on all Loans shall be payable on
demand.

         4.3 Setting and Notice of LIBOR Rates. The applicable LIBOR Rate
             ---------------------------------
for each Interest Period shall be determined by the Administrative Agent,
and notice thereof shall be given by the Administrative Agent promptly to
the Loan Parties and each Lender. Each determination of the applicable LIBOR
Rate by the Administrative Agent shall be conclusive and binding upon the
parties hereto, in the absence of demonstrable error. The Administrative
Agent shall, upon written request of the Loan Parties or any Lender, deliver
to the Loan Parties or such Lender a statement showing the computations used
by the Administrative Agent in determining any applicable LIBOR Rate
hereunder.

         4.4 Computation of Interest. Interest shall be computed for the
             -----------------------
actual number of days elapsed on the basis of a year of 360 days. The
applicable interest rate for each Base Rate Loan shall change simultaneously
with each change in the Base Rate.

         SECTION 5 FEES.

         5.1 Non-Use Fee. The Loan Parties agree to pay to the
             -----------
Administrative Agent for the account of each Lender a non-use fee, for the
period from the Closing Date to the Termination Date, at the Non-Use Fee
Rate in effect from time to time of such Lender's Pro Rata Share (as
adjusted from time to time) of the unused amount of the Revolving
Commitment. For purposes of calculating usage under this Section, the
Revolving Commitment shall be deemed used to the extent of Revolving
Outstandings (without giving effect to any outstanding Swing Loans). Such
non-use fee shall be payable in arrears on the last day of each calendar
quarter and on the Termination Date for any period then ending for which
such non-use fee shall not have previously been paid. The non-use fee shall
be computed for the actual number of days elapsed on the basis of a year of
360 days.

                                     24

<PAGE>
<PAGE>

         5.2 Letter of Credit Fees. (a) The Loan Parties agree to pay to the
             ---------------------
Administrative Agent for the account of each Lender a letter of credit fee
for each Letter of Credit equal to the L/C Fee Rate in effect from time to
time of such Lender's Pro Rata Share (as adjusted from time to time) of the
undrawn amount of such Letter of Credit (computed for the actual number of
days elapsed on the basis of a year of 360 days); provided that, unless the
                                                  --------
Required Lenders otherwise consent, the rate applicable to each Letter of
Credit shall be increased by 2% at any time that an Event of Default exists.
Such letter of credit fee shall be payable on the first day of each calendar
quarter, in advance, and on the Termination Date (or such later date on
which such Letter of Credit expires or is terminated) for the period from
the date of the issuance of each Letter of Credit (or the last day on which
the letter of credit fee was paid with respect thereto) to the date such
payment is due or, if earlier, the date on which such Letter of Credit
expired or was terminated.

         (b) In addition, with respect to each Letter of Credit, the Loan
Parties agree to pay to the Issuing Lender, for its own account, (i) such
fees and expenses as the Issuing Lender customarily requires in connection
with the issuance, negotiation, processing and/or administration of letters
of credit in similar situations and (ii) a letter of credit fronting fee in
the amount and at the times agreed to by the Loan Parties and the Issuing
Lender.

         5.3 Administrative Fees. The Loan Parties agree to pay to the
             -------------------
Administrative Agent and the Arrangers such fees as are mutually agreed to
from time to time by the Loan Parties and such parties including the fees
set forth in the Fee Letter.

         SECTION 6 REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT;
                   PREPAYMENTS.

         6.1 Reduction or Termination of the Revolving Commitment.
             ----------------------------------------------------

         6.1.1 Voluntary Reduction or Termination of the Revolving
               ---------------------------------------------------
Commitment. The Loan Parties may from time to time on at least five Business
----------
Days' prior written notice received by the Administrative Agent (which shall
promptly advise each Lender thereof) permanently reduce the Revolving
Commitment to an amount not less than the Revolving Outstandings plus the
                                                                 ----
outstanding amount of all Swing Line Loans. Any such reduction shall be in
an amount not less than $10,000,000 or a higher integral multiple of
$5,000,000. Concurrently with any reduction of the Revolving Commitment to
zero, the Loan Parties shall pay all interest on the Revolving Loans, all
non-use fees and all letter of credit fees and shall Cash Collateralize in
full all obligations arising with respect to the Letters of Credit.

         6.1.2 All Reductions of the Revolving Commitment. All reductions of
               ------------------------------------------
the Revolving Commitment shall reduce the Commitments ratably among the
Lenders according to their respective Pro Rata Shares.

         6.2 Prepayments.
             -----------

         6.2.1 Voluntary Prepayments. The Loan Parties may from time to time
               ---------------------
prepay the Loans in whole or in part; provided that the Loan Parties shall
give the Administrative Agent (which shall promptly advise each Lender)
notice thereof not later than 11:00 A.M., Chicago time, on the day of such
prepayment (which shall be a Business Day), specifying the Loans to be

                                     25

<PAGE>
<PAGE>

prepaid and the date and amount of prepayment. Any such partial prepayment
shall be in an amount equal to $5,000,000 or a higher integral multiple of
$1,000,000.

         (a) If on any day the Revolving Outstandings plus the outstanding
amount of the Swing Line Loan exceeds the Revolving Commitment, the Loan
Parties shall immediately prepay Revolving Loans and/or Cash Collateralize
the outstanding Letters of Credit, or do a combination of the foregoing, in
an amount sufficient to eliminate such excess.

         (b) If on any day on which the Revolving Commitment is reduced the
Revolving Outstandings plus the outstanding amount of the Swing Line Loan
                       ----
exceeds the Revolving Commitment, the Loan Parties shall immediately prepay
Revolving Loans or Cash Collateralize the outstanding Letters of Credit, or
do a combination of the foregoing, in an amount sufficient to eliminate such
excess.

         6.3 Manner of Prepayments. Each voluntary partial prepayment shall be
             ---------------------
in a principal amount of $5,000,000 or a higher integral multiple of
$1,000,000. Any partial prepayment of a Group of LIBOR Loans shall be
subject to the proviso to Section 2.2.3(a). Any prepayment of a LIBOR Loan
                          ----------------
on a day other than the last day of an Interest Period therefor shall
include interest on the principal amount being repaid and shall be subject
to Section 8.4. Except as otherwise provided by this Agreement, all
   -----------
principal payments in respect of the Loans (other than the Swing Line Loans)
shall be applied first, to repay outstanding Base Rate Loans and then to
repay outstanding LIBOR Rate Loans in direct order of Interest Period
maturities.

         6.4 Repayments. The Revolving Loans of each Lender shall be paid in
             ----------
full and the Revolving Commitment shall terminate on the Termination Date.

         SECTION 7 MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.

         7.1 Making of Payments. All payments of principal or interest on
             ------------------
the Notes, and of all fees, shall be made by the Loan Parties to the
Administrative Agent in immediately available funds at the office specified
by the Administrative Agent not later than noon, Chicago time, on the date
due; and funds received after that hour shall be deemed to have been
received by the Administrative Agent on the following Business Day. The
Administrative Agent shall promptly remit to each Lender its share of all
such payments received in collected funds by the Administrative Agent for
the account of such Lender. All payments under Section 8.1 shall be made by
                                               -----------
the Loan Parties directly to the Lender entitled thereto without setoff,
counterclaim or other defense.

         7.2 Application of Certain Payments. So long as no Unmatured Event
             -------------------------------
of Default or Event of Default has occurred and is continuing, (a) payments
matching specific scheduled payments then due shall be applied to those
scheduled payments and (b) voluntary and mandatory prepayments shall be
applied as set forth in Sections 6.2 and 6.3. After the occurrence and
                        ------------     ---
during the continuance of an Unmatured Event of Default or Event of Default,
all amounts collected or received by the Administrative Agent or any Lender
shall be applied as follows: first, to all fees, costs, indemnities,
liabilities, obligations and expenses incurred by or owing to Administrative
Agent with respect to this Agreement and the other Loan Documents; second,
to all fees, costs, indemnities, liabilities, obligations and expenses
incurred by or owing to any Lender with respect to this Agreement and the
other Loan Documents; third, to pay accrued and unpaid interest on Swing
Line Loans; fourth, to accrued and unpaid interest on the Loans (other than
Swing Line Loans) (including any interest which, but for the provisions of
Title 11 of the United States Bankruptcy Code, would have accrued on such
amounts); fifth, to the principal amount of all outstanding Swing Line
Loans; sixth, to the principal amount of the Loans outstanding (other than
Swing Line Loans); seventh to provide cash collateral, to the extent
required; and eighth to all other Obligations. Any balance remaining shall
be delivered to the Loan Parties or to whoever may be lawfully entitled to
receive such balance or as a court of competent jurisdiction may direct. In
carrying out the foregoing, (x) amounts received shall be applied in the
numerical order provided until exhausted prior to the application to the
next succeeding category and (y) each of the Persons entitled to receive a
payment in any particular category shall receive an amount equal to its pro
rata share of amounts available to be applied pursuant thereto for such
category.



                                     26

<PAGE>
<PAGE>

Concurrently with each remittance to any Lender of its share of any such
payment, the Administrative Agent shall advise such Lender as to the
application of such payment.

         7.3 Due Date Extension. If any payment of principal or interest
             ------------------
with respect to any of the Loans, or of any fees, falls due on a day which
is not a Business Day, then such due date shall be extended to the
immediately following Business Day (unless, in the case of a LIBOR Loan,
such immediately following Business Day is the first Business Day of a
calendar month, in which case such due date shall be the immediately
preceding Business Day) and, in the case of principal, additional interest
shall accrue and be payable for the period of any such extension.

         7.4 Setoff. Each Loan Party, for itself and each other Loan Party,
             ------
agrees that the Administrative Agent and each Lender have all rights of
set-off and bankers' lien provided by applicable law, and in addition
thereto, each Loan Party, for itself and each other Loan Party, agrees that
at any time any Event of Default exists, the Administrative Agent and each
Lender may apply to the payment of any Obligations of the Loan Parties,
whether or not then due, any and all balances, credits, deposits, accounts
or moneys of any Loan Party then or thereafter with the Administrative Agent
or such Lender.

         7.5 Proration of Payments. If any Lender shall obtain any payment
             ---------------------
or other recovery (whether voluntary, involuntary, by application of offset
or otherwise, on account of (a) principal of or interest on any Loan, but
excluding (i) any payment pursuant to Section 8.7 or 15.6 and (ii) payments
                                      -----------    ----
of interest on any Affected Loan) or (b) its participation in any Letter of
Credit) in excess of its applicable Pro Rata Share of payments and other
recoveries obtained by all Lenders on account of principal of and interest
on the Loans (or such participation) then held by them, then such Lender
shall purchase from the other Lenders such participations in the Loans (or
sub-participations in Letters of Credit) held by them as shall be necessary
to cause such purchasing Lender to share the excess payment or other
recovery ratably with each of them; provided that if all or any portion of
                                    --------
the excess payment or other recovery is thereafter recovered from such
purchasing Lender, the purchase shall be rescinded and the purchase price
restored to the extent of such recovery.

         7.6 Taxes.
             -----

         (a) All payments made by the Loan Parties hereunder or under any
Loan Documents shall be made without setoff, counterclaim, or other defense.
To the extent permitted by applicable law, all payments hereunder or under
the Loan Documents (including any payment of principal, interest, or fees)
to, or for the benefit, of any person shall be made by the Loan Parties free
and clear of and without deduction or withholding for, or account of, any
Taxes now or hereinafter imposed by any taxing authority.

         (b) If the Loan Parties make any payment hereunder or under any
Loan Document in respect of which it is required by applicable law to deduct
or withhold any Taxes, the Loan Parties shall increase the payment hereunder
or under any such Loan Document such that after the reduction for the amount
of Taxes withheld (and any taxes withheld or imposed with respect to the
additional payments required under this Section 7.6(b)), the amount paid to
                                        --------------
the Lenders or the Administrative Agent equals the amount that was payable
hereunder or under any such Loan Document without regard to this Section
                                                                 -------
7.6(b). To the extent the Loan Parties withhold any
------

                                     27

<PAGE>
<PAGE>

Taxes on payments hereunder or under any Loan Document, the Loan Parties
shall pay the full amount deducted to the relevant taxing authority within
the time allowed for payment under applicable law and shall deliver to the
Administrative Agent within 30 days after it has made payment to such
authority a receipt issued by such authority (or other evidence satisfactory
to the Administrative Agent) evidencing the payment of all amounts so
required to be deducted or withheld from such payment.

         (c) If any Lender or the Administrative Agent is required by law to
make any payments of any Taxes on or in relation to any amounts received or
receivable hereunder or under any other Loan Document, or any Tax is
assessed against a Lender or the Administrative Agent with respect to
amounts received or receivable hereunder or under any other Loan Document,
the Loan Parties will, jointly and severally, indemnify such person against
(i) such Tax (and any reasonable counsel fees and expenses associated with
such Tax) and (ii) any taxes imposed as a result of the receipt of the
payment under this Section 7.6(c). A certificate prepared in good faith as
                   --------------
to the amount of such payment by such Lender or the Administrative Agent
shall, absent manifest error, be final, conclusive, and binding on all
parties.

         (d) (i) To the extent permitted by applicable law, each Lender that
is not a United States person within the meaning of Code Section 7701(a)(30)
(a "Non-U.S. Participant") shall deliver to the Loan Parties and the
    --------------------
Administrative Agent on or prior to the Closing Date (or in the case of a
Lender that is an Assignee, on the date of such assignment to such Lender)
two accurate and complete original signed copies of IRS Form W-8BEN, W-8ECI,
or W-8IMY (or any successor or other applicable form prescribed by the IRS)
certifying to such Lender's entitlement to a complete exemption from, or a
reduced rate in, United States withholding tax on interest payments to be
made hereunder or any Loan. If a Lender that is a Non-U.S. Participant is
claiming a complete exemption from withholding on interest pursuant to Code
Sections 871(h) or 881(c), the Lender shall deliver (along with two accurate
and complete original signed copies of IRS Form W-8BEN) a certificate in
form and substance reasonably acceptable to Administrative Agent (any such
certificate, a "Withholding Certificate"). In addition, each Lender that is
                -----------------------
a Non-U.S. Participant agrees that from time to time after the Closing Date,
(or in the case of a Lender that is an Assignee, after the date of the
assignment to such Lender), when a lapse in time (or change in circumstances
occurs) renders the prior certificates hereunder obsolete or inaccurate in
any material respect, such Lender shall, to the extent permitted under
applicable law, deliver to the Loan Parties and the Administrative Agent two
new and accurate and complete original signed copies of an IRS Form W-8BEN,
W-8ECI, or W-8IMY (or any successor or other applicable forms prescribed by
the IRS), and if applicable, a new Withholding Certificate, to confirm or
establish the entitlement of such Lender or the Administrative Agent to an
exemption from, or reduction in, United States withholding tax on interest
payments to be made hereunder or any Loan.

                  (ii) Each Lender that is not a Non-U.S. Participant (other
than any such Lender which is taxed as a corporation for U.S. federal income
tax purposes) shall provide two properly completed and duly executed originals
of IRS Form W-9 (or any successor or other applicable form) to the Loan
Parties and the Administrative Agent certifying that such Lender is exempt
from United States backup withholding tax. To the extent that a form
provided pursuant to this Section 7.6(d)(ii) is rendered obsolete or
                          ------------------
inaccurate in any material respect as result of change in circumstances with
respect to the status of a Lender, such Lender shall, to the extent

                                     28

<PAGE>
<PAGE>

permitted by applicable law, deliver to the Loan Parties and the
Administrative Agent revised forms necessary to confirm or establish the
entitlement to such Lender's or Agent's exemption from United States backup
withholding tax.

                  (iii) The Loan Parties shall not be required to pay
additional amounts to a Lender, or indemnify any Lender, under this Section
                                                                    -------
7.6 to the extent that such obligations would not have arisen but for the
---
failure of such Lender to comply with Section 7.6(d).
                                      --------------

                  (iv) Each Lender agrees to indemnify the Administrative
Agent and hold the Administrative Agent harmless for the full amount of any
and all present or future Taxes and related liabilities (including
penalties, interest, additions to tax and expenses, and any Taxes imposed by
any jurisdiction on amounts payable to the Administrative Agent under this
Section 7.6) which are imposed on or with respect to principal, interest or
-----------
fees payable to such Lender hereunder and which are not paid by the Loan
Parties pursuant to this Section 7.6, whether or not such Taxes or related
                         -----------
liabilities were correctly or legally asserted. This indemnification shall
be made within 30 days from the date the Administrative Agent makes written
demand therefor.

         SECTION 8 INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS.

         8.1 Increased Costs. (a) If, after the date hereof, the adoption
             ---------------
of, or any change in, any applicable law, rule or regulation, or any change
in the interpretation or administration of any applicable law, rule or
regulation by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by
any Lender with any request or directive (whether or not having the force of
law) of any such authority, central bank or comparable agency: (i) shall
impose, modify or deem applicable any reserve (including any reserve imposed
by the FRB, but excluding any reserve included in the determination of the
LIBOR Rate pursuant to Section 4), special deposit or similar requirement
                       ---------
against assets of, deposits with or for the account of, or credit extended
by any Lender; or (ii) shall impose on any Lender any other condition
affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans;
and the result of anything described in clauses (i) and (ii) above is to
increase the cost to (or to impose a cost on) such Lender (or any LIBOR
Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce
the amount of any sum received or receivable by such Lender (or its LIBOR
Office) under this Agreement or under its Note with respect thereto, then
upon demand by such Lender (which demand shall be accompanied by a statement
setting forth the basis for such demand and a calculation of the amount
thereof in reasonable detail, a copy of which shall be furnished to the
Administrative Agent), the Loan Parties shall pay directly to such Lender
such additional amount as will compensate such Lender for such increased
cost or such reduction, so long as such amounts have accrued on or after the
day which is 180 days prior to the date on which such Lender first made
demand therefor.

         (b) If any Lender shall reasonably determine that any change in, or
the adoption or phase-in of, any applicable law, rule or regulation
regarding capital adequacy, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof,
or the compliance by any Lender or any Person controlling such Lender with
any request or directive regarding


                                     29

<PAGE>
<PAGE>

capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect
of reducing the rate of return on such Lender's or such controlling Person's
capital as a consequence of such Lender's obligations hereunder or under any
Letter of Credit to a level below that which such Lender or such controlling
Person could have achieved but for such change, adoption, phase-in or
compliance (taking into consideration such Lender's or such controlling
Person's policies with respect to capital adequacy) by an amount deemed by
such Lender or such controlling Person to be material, then from time to
time, upon demand by such Lender (which demand shall be accompanied by a
statement setting forth the basis for such demand and a calculation of the
amount thereof in reasonable detail, a copy of which shall be furnished to
the Administrative Agent), the Loan Parties shall pay to such Lender such
additional amount as will compensate such Lender or such controlling Person
for such reduction so long as such amounts have accrued on or after the day
which is 180 days prior to the date on which such Lender first made demand
therefor.

         8.2 Basis for Determining Interest Rate Inadequate or Unfair. If:
             --------------------------------------------------------

         (a) the Administrative Agent reasonably determines (which
determination shall be binding and conclusive on the Loan Parties) that by
reason of circumstances affecting the interbank LIBOR market adequate and
reasonable means do not exist for ascertaining the applicable LIBOR Rate; or

         (b) the Required Lenders advise the Administrative Agent that the
LIBOR Rate as determined by the Administrative Agent will not adequately and
fairly reflect the cost to such Lenders of maintaining or funding LIBOR
Loans for such Interest Period (taking into account any amount to which such
Lenders may be entitled under Section 8.1) or that the making or funding of
                              -----------
LIBOR Loans has become impracticable as a result of an event occurring after
the date of this Agreement which in the opinion of such Lenders materially
affects such Loans;

then the Administrative Agent shall promptly notify the other parties
----
thereof and, so long as such circumstances shall continue, (i) no Lender
shall be under any obligation to make or convert any Base Rate Loans into
LIBOR Loans and (ii) on the last day of the current Interest Period for each
LIBOR Loan, such Loan shall, unless then repaid in full, automatically
convert to a Base Rate Loan.

         8.3 Changes in Law Rendering LIBOR Loans Unlawful. If any change
             ---------------------------------------------
in, or the adoption of any new, law or regulation, or any change in the
interpretation of any applicable law or regulation by any governmental or
other regulatory body charged with the administration thereof, should make
it (or in the good faith judgment of any Lender cause a substantial question
as to whether it is) unlawful for any Lender to make, maintain or fund LIBOR
Loans, then such Lender shall promptly notify each of the other parties
hereto and, so long as such circumstances shall continue, (a) such Lender
shall have no obligation to make or convert any Base Rate Loan into a LIBOR
Loan (but shall make Base Rate Loans concurrently with the making of or
conversion of Base Rate Loans into LIBOR Loans by the Lenders which are not
so affected, in each case in an amount equal to the amount of LIBOR Loans
which would be made or converted into by such Lender at such time in the
absence of such circumstances) and (b) on the last day of the current
Interest Period for each LIBOR Loan of such Lender (or, in any event, on
such earlier date as may be required by the relevant law, regulation or
interpretation), such LIBOR


                                     30

<PAGE>
<PAGE>

Loan shall, unless then repaid in full, automatically convert to a Base Rate
Loan. Each Base Rate Loan made by a Lender which, but for the circumstances
described in the foregoing sentence, would be a LIBOR Loan (an "Affected
                                                                --------
Loan") shall remain outstanding for the period corresponding to the Group of
----
LIBOR Loans of which such Affected Loan would be a part absent such
circumstances.

         8.4 Funding Losses. The Loan Parties hereby agree that upon demand
             --------------
by any Lender (which demand shall be accompanied by a statement setting
forth the basis for the amount being claimed, a copy of which shall be
furnished to the Administrative Agent), the Loan Parties will, jointly and
severally, indemnify such Lender against any net loss or expense which such
Lender may sustain or incur (including any net loss or expense incurred by
reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund or maintain any LIBOR Loan), as reasonably
determined by such Lender, as a result of (a) any payment, prepayment or
conversion of any LIBOR Loan of such Lender on a date other than the last
day of an Interest Period for such Loan (including any conversion pursuant
to Section 8.3) or (b) any failure of the Loan Parties to borrow, convert or
   -----------
continue any Loan on a date specified therefor in a notice of borrowing,
conversion or continuation pursuant to this Agreement. For this purpose, all
notices to the Administrative Agent pursuant to this Agreement shall be
deemed to be irrevocable.

         8.5 Right of Lenders to Fund through Other Offices. Each Lender
             ----------------------------------------------
may, if it so elects, fulfill its commitment as to any LIBOR Loan by causing
a foreign branch or Affiliate of such Lender to make such Loan; provided
                                                                --------
that in such event for the purposes of this Agreement such Loan shall be
deemed to have been made by such Lender and the obligation of the Loan
Parties to repay such Loan shall nevertheless be to such Lender and shall be
deemed held by it, to the extent of such Loan, for the account of such
branch or Affiliate.

         8.6 Discretion of Lenders as to Manner of Funding. Notwithstanding
             ---------------------------------------------
any provision of this Agreement to the contrary, each Lender shall be
entitled to fund and maintain its funding of all or any part of its Loans in
any manner it sees fit, it being understood, however, that for the purposes
of this Agreement all determinations hereunder shall be made as if such
Lender had actually funded and maintained each LIBOR Loan during each
Interest Period for such Loan through the purchase of deposits having a
maturity corresponding to such Interest Period and bearing an interest rate
equal to the LIBOR Rate for such Interest Period.

         8.7 Mitigation of Circumstances; Replacement of Lenders. (a) Each
             ---------------------------------------------------
Lender shall promptly notify the Loan Parties and the Administrative Agent
of any event of which it has knowledge which will result in, and will use
reasonable commercial efforts available to it (and not, in such Lender's
sole judgment, otherwise disadvantageous to such Lender) to mitigate or
avoid, (i) any obligation by the Loan Parties to pay any amount pursuant to
Sections 7.6 or 8.1 or (ii) the occurrence of any circumstances described in
------------    ---
Sections 8.2 or 8.3 (and, if any Lender has given notice of any such event
------------    ---
described in clause (i) or (ii) above and thereafter such event ceases to
exist, such Lender shall promptly so notify the Loan Parties and the
Administrative Agent). Without limiting the foregoing, each Lender will
designate a different funding office if such designation will avoid (or
reduce the cost to the Loan Parties of) any event described in clause (i) or
(ii) above and such designation will not, in such Lender's sole judgment, be
otherwise disadvantageous to such Lender.

                                     31

<PAGE>
<PAGE>

         (b) If the Loan Parties become obligated to pay additional amounts
to any Lender pursuant to Sections 7.6 or 8.1, or any Lender gives notice of
                          ------------    ---
the occurrence of any circumstances described in Sections 8.2 or 8.3, the
                                                 ------------    ---
Loan Parties may designate another bank which is acceptable to the
Administrative Agent and the Issuing Lender in their reasonable discretion
(such other bank being called a "Replacement Lender") to purchase the Loans
                                 ------------------
of such Lender and such Lender's rights hereunder, without recourse to or
warranty by, or expense to, such Lender, for a purchase price equal to the
outstanding principal amount of the Loans payable to such Lender plus any
accrued but unpaid interest on such Loans and all accrued but unpaid fees
owed to such Lender and any other amounts payable to such Lender under this
Agreement, and to assume all the obligations of such Lender hereunder, and,
upon such purchase and assumption (pursuant to an Assignment Agreement),
such Lender shall no longer be a party hereto or have any rights hereunder
(other than rights with respect to indemnities and similar rights applicable
to such Lender prior to the date of such purchase and assumption) and shall
be relieved from all obligations to the Loan Parties hereunder, and the
Replacement Lender shall succeed to the rights and obligations of such
Lender hereunder.

         8.8 Conclusiveness of Statements; Survival of Provisions.
             ----------------------------------------------------
Determinations and statements of any Lender pursuant to Sections 8.1, 8.2,
                                                        ------------  ---
8.3 or 8.4 shall be conclusive absent demonstrable error. Lenders may use
---    ---
reasonable averaging and attribution methods in determining compensation
under Sections 8.1 and 8.4, and the provisions of such Sections shall
      ------------     ---
survive repayment of the Obligations, cancellation of any Notes, expiration
or termination of the Letters of Credit and termination of this Agreement.

         SECTION 9 REPRESENTATIONS AND WARRANTIES.

         To induce the Administrative Agent and the Lenders to enter into
this Agreement and to induce the Lenders to make Loans and issue and
participate in Letters of Credit hereunder, each Loan Party represents and
warrants to the Administrative Agent and the Lenders that:

         9.1 Organization. Each Loan Party is validly existing and in good
             ------------
standing under the laws of its jurisdiction of organization and each Loan
Party is duly qualified to do business in each jurisdiction where, because
of the nature of its activities or properties, such qualification is
required, except for such jurisdictions where the failure to so qualify
would not have a Material Adverse Effect.

         9.2 Authorization; No Conflict. Each Loan Party is duly authorized
             --------------------------
to execute and deliver each Loan Document to which it is a party, each Loan
Party is duly authorized to borrow monies hereunder and each Loan Party is
duly authorized to perform its Obligations under each Loan Document to which
it is a party. The execution, delivery and performance by each Loan Party of
each Loan Document to which it is a party, and the borrowings by each Loan
Party hereunder, do not and will not (a) require any consent or approval of
any governmental agency or authority (other than any consent or approval
which has been obtained and is in full force and effect), (b) conflict with
(i) any provision of law, (ii) the charter, by-laws or other organizational
documents of any Loan Party or (iii) any agreement, indenture, instrument or
other document, or any judgment, order or decree, which is binding upon any
Loan Party or any of their respective properties or (c) require, or result
in, the creation or imposition of any Lien on any asset of any Loan Party.

                                     32

<PAGE>
<PAGE>

         9.3 Validity and Binding Nature. Each of this Agreement and each
             ---------------------------
other Loan Document to which any Loan Party is a party is the legal, valid
and binding obligation of such Person, enforceable against such Person in
accordance with its terms, subject to bankruptcy, insolvency and similar
laws affecting the enforceability of creditors' rights generally and to
general principles of equity.

         9.4 Financial Condition. The audited consolidated financial
             -------------------
statements of the Company and its Subsidiaries as at March 31, 2005, and the
unaudited consolidated financial statements of the Company and the
Subsidiaries as at December 31, 2005, copies of each of which have been
delivered to each Lender, were prepared in accordance with GAAP (subject, in
the case of such unaudited statements, to the absence of footnotes and to
normal year-end adjustments) and present fairly the consolidated financial
condition of the Company and its Subsidiaries as at such dates and the
results of their operations for the periods then ended.

         9.5 No Material Adverse Change. Since March 31, 2005, there has
             --------------------------
been no material adverse change in the financial condition, operations,
assets, business, properties or prospects of the Loan Parties taken as a
whole.

         9.6 Litigation and Contingent Liabilities. No litigation (including
             -------------------------------------
derivative actions), arbitration proceeding or governmental investigation or
proceeding is pending or, to any Loan Party's knowledge, threatened against
any Loan Party which is reasonably likely to have a Material Adverse Effect,
except as set forth in Schedule 9.6. Other than any liability incident to
                       ------------
such litigation or proceedings, no Loan Party has any material contingent
liabilities not listed on Schedule 9.6 or permitted by Section 11.1.
                          ------------                 ------------

         9.7 Ownership of Properties; Liens. Each Loan Party owns good and,
             ------------------------------
in the case of real property, marketable title to all of its properties and
assets, real and personal, tangible and intangible, of any nature whatsoever
(including patents, trademarks, trade names, service marks and copyrights),
free and clear of all Liens, charges and claims (including infringement
claims with respect to patents, trademarks, service marks, copyrights and
the like) except as permitted by Section 11.2.
                                 ------------

         9.8 Equity Ownership; Subsidiaries. All issued and outstanding
             ------------------------------
Capital Securities of each Loan Party and each Subsidiary thereof are duly
authorized and validly issued, fully paid, non-assessable, and free and
clear of all Liens other than those in favor of the Administrative Agent,
and such securities were issued in compliance with all applicable state and
federal laws concerning the issuance of securities. Schedule 9.8 sets forth
                                                    ------------
the authorized Capital Securities of each Loan Party and each Subsidiary
thereof as of the Closing Date. All of the issued and outstanding Capital
Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned
by the Company. As of the Closing Date, except as set forth on Schedule 9.8,
                                                               ------------
there are no pre-emptive or other outstanding rights, options, warrants,
conversion rights or other similar agreements or understandings for the
purchase or acquisition of any Capital Securities of any Loan Party or any
Subsidiary thereof.

         9.9 Pension Plans. (a) The Unfunded Liability of all Pension Plans
             -------------
does not in the aggregate exceed twenty percent of the Total Plan Liability
for all such Pension Plans. Each Pension Plan complies in all material
respects with all applicable requirements of law and


                                     33

<PAGE>
<PAGE>

regulations. No contribution failure under Section 412 of the Code, Section
302 of ERISA or the terms of any Pension Plan has occurred with respect to
any Pension Plan, sufficient to give rise to a Lien under Section 302(f) of
ERISA, or otherwise to have a Material Adverse Effect. There are no pending
or, to the knowledge of Loan Parties, threatened, claims, actions,
investigations or lawsuits against any Pension Plan, any fiduciary of any
Pension Plan, or any Loan Party or any other member of the Controlled Group
with respect to a Pension Plan or a Multiemployer Pension Plan which could
reasonably be expected to have a Material Adverse Effect. Neither the Loan
Parties nor any other member of the Controlled Group has engaged in any
prohibited transaction (as defined in Section 4975 of the Code or Section
406 of ERISA) in connection with any Pension Plan or Multiemployer Pension
Plan which would subject that Person to any material liability. Within the
past five years, neither the Loan Parties nor any other member of the
Controlled Group has engaged in a transaction which resulted in a Pension
Plan with an Unfunded Liability being transferred out of the Controlled
Group, which could reasonably be expected to have a Material Adverse Effect.
No Termination Event has occurred or is reasonably expected to occur with
respect to any Pension Plan, which could reasonably be expected to have a
Material Adverse Effect.

         (b) All contributions (if any) have been made to any Multiemployer
Pension Plan that are required to be made by the Loan Parties or any other
member of the Controlled Group under the terms of the plan or of any
collective bargaining agreement or by applicable law; neither the Loan
Parties nor any other member of the Controlled Group has withdrawn or
partially withdrawn from any Multiemployer Pension Plan, incurred any
withdrawal liability with respect to any such plan or received notice of any
claim or demand for withdrawal liability or partial withdrawal liability
from any such plan, and no condition has occurred which, if continued, could
result in a withdrawal or partial withdrawal from any such plan; and neither
the Loan Parties nor any other member of the Controlled Group has received
any notice that any Multiemployer Pension Plan is in reorganization, that
increased contributions may be required to avoid a reduction in plan
benefits or the imposition of any excise tax, that any such plan is or has
been funded at a rate less than that required under Section 412 of the Code,
that any such plan is or may be terminated, or that any such plan is or may
become insolvent.

         9.10 Investment Company Act. No Loan Party is an "investment
              ----------------------
company" or a company "controlled" by an "investment company" or a
"subsidiary" of an "investment company," within the meaning of the
Investment Company Act of 1940.

         9.11 Reserved.
              --------

         9.12 Regulation U. No Loan Party 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.

         9.13 Taxes. Each Loan Party has timely filed all tax returns and
              -----
reports required by law to have been filed by it and has paid all taxes and
governmental charges due and payable with respect to such return, except any
such taxes or charges which are being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with
GAAP shall have been set aside on its books. The Loan Parties have made
adequate reserves on their books and records in accordance with GAAP for all
taxes that have accrued but which are


                                     34

<PAGE>
<PAGE>

not yet due and payable. No Loan Party has participated in any transaction
that relates to a year of the taxpayer (which is still open under the
applicable statute of limitations) which is a "reportable transaction"
within the meaning of Treasury Regulation Section 1.6011-4(b)(2)
(irrespective of the date when the transaction was entered into).

         9.14 Solvency, etc. On the Closing Date, and immediately prior to
              -------------
and after giving effect to the issuance of each Letter of Credit and each
borrowing hereunder and the use of the proceeds thereof, with respect to
each Loan Party, individually, (a) the fair value of its assets is greater
than the amount of its liabilities (including disputed, contingent and
unliquidated liabilities) as such value is established and liabilities
evaluated in accordance with GAAP, (b) the present fair saleable value of
its assets is not less than the amount that will be required to pay the
probable liability on its debts as they become absolute and matured, (c) it
is able to realize upon its assets and pay its debts and other liabilities
(including disputed, contingent and unliquidated liabilities) as they mature
in the normal course of business, (d) it does not intend to, and does not
believe that it will, incur debts or liabilities beyond its ability to pay
as such debts and liabilities mature and (e) it is not engaged in business
or a transaction, and is not about to engage in business or a transaction,
for which its property would constitute unreasonably small capital.

         9.15 Environmental Matters. The on-going operations of each Loan
              ---------------------
Party comply in all respects with all Environmental Laws, except such
non-compliance which could not (if enforced in accordance with applicable
law) reasonably be expected to result, either individually or in the
aggregate, in a Material Adverse Effect. Each Loan Party has obtained, and
maintained in good standing, all licenses, permits, authorizations,
registrations and other approvals required under any Environmental Law and
required for their respective ordinary course operations, and for their
reasonably anticipated future operations, and each Loan Party is in
compliance with all terms and conditions thereof, except where the failure
to do so could not reasonably be expected to result in material liability to
any Loan Party and could not reasonably be expected to result, either
individually or in the aggregate, in a Material Adverse Effect. No Loan
Party or any of its properties or operations is subject to, or reasonably
anticipates the issuance of, any written order from or agreement with any
Federal, state or local governmental authority, nor subject to any judicial
or docketed administrative or other proceeding, respecting any Environmental
Law, Environmental Claim or Hazardous Substance. There are no Hazardous
Substances or other conditions or circumstances existing with respect to any
property, arising from operations prior to the Closing Date, or relating to
any waste disposal, of any Loan Party that would reasonably be expected to
result, either individually or in the aggregate, in a Material Adverse
Effect. No Loan Party has any underground storage tanks that are not
properly registered or permitted under applicable Environmental Laws or that
at any time have released, leaked, disposed of or otherwise discharged
Hazardous Substances.

         9.16 Insurance. Set forth on Schedule 9.16 is a complete and
              ---------               -------------
accurate summary of the property and casualty insurance program of the Loan
Parties as of the Closing Date (including the names of all insurers, policy
numbers, expiration dates, amounts and types of coverage, annual premiums,
exclusions, deductibles, self-insured retention, and a description in
reasonable detail of any self-insurance program, retrospective rating plan,
fronting arrangement or other risk assumption arrangement involving any Loan
Party). Each Loan Party and its properties are insured with financially
sound and reputable insurance companies which are not Affiliates of the Loan
Parties, in such amounts, with such deductibles and covering such risks as
are customarily


                                     35

<PAGE>
<PAGE>

carried by companies engaged in similar businesses and owning similar
properties in localities where such Loan Parties operate.

         9.17 Real Property. Set forth on Schedule 9.17 is a complete and
              -------------               -------------
accurate list, as of the Closing Date, of the address of all real property
owned or leased by any Loan Party, together with, in the case of leased
property, the name and mailing address of the lessor of such property.

         9.18 Information. All information heretofore or contemporaneously
              -----------
herewith furnished in writing by any Loan Party to the Administrative Agent
or any Lender for purposes of or in connection with this Agreement and the
transactions contemplated hereby is, and all written information hereafter
furnished by or on behalf of any Loan Party to the Administrative Agent or
any Lender pursuant hereto or in connection herewith will be, true and
accurate in every material respect on the date as of which such information
is dated or certified, and none of such information is or will be incomplete
by omitting to state any material fact necessary to make such information
not misleading in light of the circumstances under which made (it being
recognized by the Administrative Agent and the Lenders that any projections
and forecasts provided by the Loan Parties are based on good faith estimates
and assumptions believed by the Loan Parties to be reasonable as of the date
of the applicable projections or assumptions and that actual results during
the period or periods covered by any such projections and forecasts may
differ from projected or forecasted results).

         9.19 Intellectual Property. Each Loan Party owns and possesses or
              ---------------------
has a license or other right to use all patents, patent rights, trademarks,
trademark rights, trade names, trade name rights, service marks, service
mark rights and copyrights as are necessary for the conduct of the
businesses of the Loan Parties, without any infringement upon rights of
others which could reasonably be expected to have a Material Adverse Effect.

         9.20 Reserved.
              --------

         9.21 Labor Matters. Except as set forth on Schedule 9.21, no Loan
              -------------                         -------------
Party is subject to any labor or collective bargaining agreement. There are
no existing or threatened strikes, lockouts or other labor disputes
involving any Loan Party that singly or in the aggregate could reasonably be
expected to have a Material Adverse Effect. Hours worked by and payment made
to employees of the Loan Parties are not in violation of the Fair Labor
Standards Act or any other applicable law, rule or regulation dealing with
such matters.

         9.22 No Default. No Event of Default or Unmatured Event of Default
              ----------
exists or would result from the incurrence by any Loan Party of any Debt
hereunder or under any other Loan Document.

         SECTION 10 AFFIRMATIVE COVENANTS.

         Until the expiration or termination of the Commitments and
thereafter until all Obligations hereunder and under the other Loan
Documents are paid in full and all Letters of Credit have been terminated,
each Loan Party agrees that, unless at any time the Required Lenders shall
otherwise expressly consent in writing, it will:

                                     36

<PAGE>
<PAGE>

         10.1 Reports, Certificates and Other Information. Furnish to the
              -------------------------------------------
Administrative Agent and each Lender:

         10.1.1 Annual Report. Promptly when available and in any event
                -------------
within 90 days after the close of each Fiscal Year: a copy of the annual
audit report of the Company and its Subsidiaries for such Fiscal Year,
including therein consolidated balance sheets and statements of earnings and
cash flows of the Company and its Subsidiaries as at the end of such Fiscal
Year, certified without adverse reference to going concern value and without
material qualification by independent auditors of recognized standing
selected by the Company and reasonably acceptable to the Administrative
Agent.

         10.1.2 Interim Reports. Promptly when available and in any event
                ---------------
within 45 days after the end of each of the first three Fiscal Quarters of
each Fiscal Year, consolidated balance sheet of the Company and its
Subsidiaries as of the end of each of the first three Fiscal Quarters of
each Fiscal Year, together with consolidated statements of earnings and cash
flows for such Fiscal Quarter and for the period beginning with the first
day of such Fiscal Year and ending on the last day of such Fiscal Quarter,
together with a comparison with the corresponding period of the previous
Fiscal Year, certified by a Senior Officer of the Company.

         10.1.3 Compliance Certificates. Contemporaneously with the
                -----------------------
furnishing of a copy of each annual audit report pursuant to Section 10.1.1
                                                             --------------
and each set of quarterly statements pursuant to Section 10.1.2, a duly
                                                 --------------
completed compliance certificate in the form of Exhibit B, with appropriate
                                                ---------
insertions, dated the date of such annual report or such quarterly
statements and signed by a Senior Officer of the Company, containing a
computation of each of the financial ratios and restrictions set forth in
Section 11.14 and to the effect that such officer has not become aware of
-------------
any Event of Default or Unmatured Event of Default that has occurred and is
continuing or, if there is any such event, describing it and the steps, if
any, being taken to cure it.

         10.1.4 Reports to the SEC and to Shareholders. Promptly upon the
                --------------------------------------
filing or sending thereof, copies of all regular, periodic or special
reports of any Loan Party filed with the SEC; copies of all registration
statements of any Loan Party filed with the SEC (other than on Form S-8);
and copies of all proxy statements or other communications made to security
holders generally.

         10.1.5 Notice of Default, Litigation and ERISA Matters. Promptly
                -----------------------------------------------
upon becoming aware of any of the following, written notice describing the
same and the steps being taken by each Loan Party or the Subsidiary affected
thereby with respect thereto:

                  (a) the occurrence of an Event of Default or an Unmatured
         Event of Default;

                  (b) any litigation, arbitration or governmental
         investigation or proceeding not previously disclosed by the Loan
         Parties to the Lenders which has been instituted or, to the
         knowledge of the Loan Parties, is threatened against any Loan Party
         or to which any of the properties of any thereof is subject which
         is likely to have a Material Adverse Effect;

                  (c) the institution of any steps by any member of the
         Controlled Group or any other Person to terminate any Pension Plan,
         or the failure of any member of the


                                     37

<PAGE>
<PAGE>

         Controlled Group to make a required contribution to any Pension
         Plan (if such failure is sufficient to give rise to a Lien under
         Section 302(f) of ERISA) or to any Multiemployer Pension Plan, or
         the taking of any action with respect to a Pension Plan which could
         result in the requirement that the Loan Parties furnish a bond or
         other security to the PBGC or such Pension Plan, or the occurrence
         of any event with respect to any Pension Plan or Multiemployer
         Pension Plan which could result in the incurrence by any member of
         the Controlled Group of any material liability, fine or penalty
         (including any claim or demand for withdrawal liability or partial
         withdrawal from any Multiemployer Pension Plan), or any material
         increase in the contingent liability of any Loan Party with respect
         to any post-retirement welfare benefit plan or other employee
         benefit plan of any Loan Party or another member of the Controlled
         Group, or any notice that any Multiemployer Pension Plan is in
         reorganization, that increased contributions may be required to
         avoid a reduction in plan benefits or the imposition of an excise
         tax, that any such plan is or has been funded at a rate less than
         that required under Section 412 of the Code, that any such plan is
         or may be terminated, or that any such plan is or may become
         insolvent;

                  (d) any cancellation or material reduction in any
         insurance maintained by any Loan Party;

                  (e) any violation of any Environmental Law or the
         assertion of any Environmental Claim or (ii) the enactment or
         effectiveness of any law, rule or regulation which is reasonably
         likely to have a Material Adverse Effect; or

                  (f) the receipt by any Loan Party of any "Notice of
         Inspectional Observations" from the U.S. Food and Drug
         Administration (the "FDA") on Form 483 or successor form setting
         forth any deficiencies noted in any inspection conducted by the FDA
         of any Loan Party which is reasonably likely to have a Material
         Adverse Effect.

         10.1.6 Other Information. Promptly from time to time, such other
                -----------------
information concerning the Loan Parties as any Lender or the Administrative
Agent may reasonably request.

         10.2 Books, Records and Inspections. Keep, and cause each other
              ------------------------------
Loan Party to keep, its books and records in accordance with sound business
practices sufficient to allow the preparation of financial statements in
accordance with GAAP; permit, and cause each other Loan Party to permit, the
Administrative Agent and Citibank or any representative thereof to inspect
the properties and operations of the Loan Parties; and permit, and cause
each other Loan Party to permit, at any reasonable time and with reasonable
notice (or at any time without notice if an Event of Default exists), the
Administrative Agent and Citibank or any representative thereof to visit any
or all of its offices, to discuss its financial matters with its officers
and, following an Event of Default, its independent auditors (and the Loan
Parties hereby authorize such independent auditors to discuss such financial
matters with the Administrative Agent and Citibank or any representative
thereof), and to examine (and, at the expense of the Loan Parties, photocopy
extracts from) any of its books or other records; and permit, and cause each
other Loan Party to permit, the Administrative Agent and Citibank and its
representatives to inspect the Inventory and other tangible assets of the
Loan Parties, to perform appraisals of the equipment of the Loan Parties,
and to inspect, audit, check and make copies of and extracts from the books,
records, computer data, computer programs, journals, orders, receipts,
correspondence and other data relating to the assets of each Loan Party. All
such inspections or audits by the Administrative Agent and Citibank shall be
at the Loan Parties' expense, provided that so long as no Event of Default
or Unmatured Event of Default exists, the Loan Parties shall not be required
to reimburse the Administrative Agent or Citibank for inspections or audits
more frequently than twice each Fiscal Year in the aggregate.

                                     38

<PAGE>
<PAGE>

         10.3 Maintenance of Property; Insurance. (a) Keep, and cause each
              ----------------------------------
other Loan Party to keep, all property useful and necessary in the business
of the Loan Parties in good working order and condition, ordinary wear and
tear excepted.

         (b) Maintain, and cause each other Loan Party to maintain, with
responsible insurance companies, such insurance coverage as may be required
by any law or governmental regulation or court decree or order applicable to
it and such other insurance, to such extent and against such hazards and
liabilities, as is customarily maintained by companies similarly situated,
but which shall insure against all risks and liabilities of the type
identified on Schedule 9.16 and shall have insured amounts no less than, and
              -------------
deductibles no higher than, those set forth on such schedule; and, upon
request of the Administrative Agent or any Lender, furnish to the
Administrative Agent or such Lender a certificate setting forth in
reasonable detail the nature and extent of all insurance maintained by the
Loan Parties.

         (c) UNLESS THE LOAN PARTIES PROVIDE THE ADMINISTRATIVE AGENT WITH
EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE
ADMINISTRATIVE AGENT MAY, FOLLOWING NOTICE TO THE COMPANY, PURCHASE
INSURANCE AT THE LOAN PARTIES' EXPENSE. THIS INSURANCE MAY, BUT NEED NOT,
PROTECT ANY LOAN PARTY'S INTERESTS. THE COVERAGE THAT THE ADMINISTRATIVE
AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT IS MADE AGAINST ANY LOAN PARTY.
THE LOAN PARTIES MAY LATER CANCEL ANY INSURANCE PURCHASED BY THE
ADMINISTRATIVE AGENT, BUT ONLY AFTER PROVIDING THE ADMINISTRATIVE AGENT WITH
EVIDENCE THAT THE LOAN PARTIES HAVE OBTAINED INSURANCE AS REQUIRED BY THIS
AGREEMENT. IF THE ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE LOAN
PARTIES, THE LOAN PARTIES WILL BE RESPONSIBLE FOR THE COSTS OF THAT
INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MAY BE IMPOSED WITH
THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION
OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO
THE PRINCIPAL AMOUNT OF THE LOANS OWING HEREUNDER. THE COSTS OF THE
INSURANCE MAY BE MORE THAN THE COST OF THE INSURANCE THE LOAN PARTIES MAY BE
ABLE TO OBTAIN ON THEIR OWN.

         10.4 Compliance with Laws; Payment of Taxes and Liabilities. (a)
              ------------------------------------------------------
Comply, and cause each other Loan Party to comply, in all material respects
with all applicable laws, rules, regulations, decrees, orders, judgments,
licenses and permits, except where failure to comply could not reasonably be
expected to have a Material Adverse Effect; (b) without limiting clause (a)
above, ensure, and cause each other Loan Party to ensure, that no person who
owns a controlling interest in or otherwise controls a Loan Party is or
shall be (i) listed on the Specially Designated Nationals and Blocked Person
List maintained by the Office of Foreign Assets Control ("OFAC"), Department
                                                          ----
of the Treasury, and/or any other similar lists maintained by OFAC pursuant
to any authorizing statute, Executive Order or regulation or (ii) a person
designated under Section 1(b), (c) or (d) of Executive Order No. 13224
                 ------------  ---    ---
(September 23, 2001), any related enabling legislation or any other similar
Executive Orders, (c) without limiting clause (a) above, comply, and cause
each other Loan Party to comply, with all applicable Bank


                                     39

<PAGE>
<PAGE>

Secrecy Act ("BSA") and anti-money laundering laws and regulations and (d)
              ---
pay, and cause each other Loan Party to pay, prior to delinquency, all taxes
and other governmental charges against it or any collateral, as well as
claims of any kind which, if unpaid, could become a Lien on any of its
property; provided that the foregoing shall not require any Loan Party to
          --------
pay any such tax or charge so long as it shall contest the validity thereof
in good faith by appropriate proceedings and shall set aside on its books
adequate reserves with respect thereto in accordance with GAAP and, in the
case of a claim which could become a Lien on any collateral, such contest
proceedings shall stay the foreclosure of such Lien or the sale of any
portion of the collateral to satisfy such claim.

         10.5 Maintenance of Existence, etc. Maintain and preserve, and
              -----------------------------
(subject to Section 11.5) cause each other Loan Party to maintain and
            ------------
preserve, (a) its existence and good standing in the jurisdiction of its
organization and (b) its qualification to do business and good standing in
each jurisdiction where the nature of its business makes such qualification
necessary (other than such jurisdictions in which the failure to be
qualified or in good standing could not reasonably be expected to have a
Material Adverse Effect).

         10.6 Use of Proceeds. Use the proceeds of the Loans, and the
              ---------------
Letters of Credit, solely for working capital purposes, for Acquisitions
permitted by Section 11.5, for Capital Expenditures and for other general
             ------------
business purposes; and not use or permit any proceeds of any Loan to be
used, either directly or indirectly, for the purpose, whether immediate,
incidental or ultimate, of "purchasing or carrying" any Margin Stock.

         10.7 Employee Benefit Plans.
              ----------------------

         (a) Maintain, and cause each other member of the Controlled Group
to maintain, each Pension Plan in substantial compliance with all applicable
requirements of law and regulations.

         (b) Make, and cause each other member of the Controlled Group to
make, on a timely basis, all required contributions to any Multiemployer
Pension Plan.

         (c) Not, and not permit any other member of the Controlled Group to
(i) seek a waiver of the minimum funding standards of ERISA, (ii) terminate
or withdraw from any Pension Plan or Multiemployer Pension Plan or (iii)
take any other action with respect to any Pension Plan that would reasonably
be expected to entitle the PBGC to terminate, impose liability in respect
of, or cause a trustee to be appointed to administer, any Pension Plan,
unless the actions or events described in clauses (i), (ii) and (iii)
individually or in the aggregate would not have a Material Adverse Effect.

         10.8 Environmental Matters. If any release or threatened release or
              ---------------------
other disposal of Hazardous Substances shall occur or shall have occurred on
any real property or any other assets of any Loan Party, the Loan Parties
shall, or shall cause the applicable Loan Party to, cause the prompt
containment and removal of such Hazardous Substances and the remediation of
such real property or other assets as necessary to comply with all
Environmental Laws and to preserve the value of such real property or other
assets. Without limiting the generality of the foregoing, the Loan Parties
shall, and shall cause each other Loan Party to, comply with any Federal or
state judicial or administrative order requiring the performance at any real
property of any Loan Party


                                     40

<PAGE>
<PAGE>

of activities in response to the release or threatened release of a
Hazardous Substance. To the extent that the transportation of Hazardous
Substances is permitted by this Agreement, the Loan Parties shall, and shall
cause its Subsidiaries to, dispose of such Hazardous Substances, or of any
other wastes, only at licensed disposal facilities operating in compliance
with Environmental Laws.

         10.9 Further Assurances. Take, and cause each other Loan Party to
              ------------------
take, such actions as are necessary or as the Administrative Agent or the
Required Lenders may reasonably request from time to time to ensure that the
Obligations of each Loan Party under the Loan Documents are guaranteed by
each active domestic Subsidiary (including, upon the acquisition or creation
thereof, any Subsidiary acquired or created after the Closing Date), in each
case as the Administrative Agent may determine, including the execution and
delivery of guaranties and other documents, and the filing or recording of
any of the foregoing.

         10.10 Reserved.
               --------

         10.11 Springing Lien. Upon the occurrence of a Springing Lien
               --------------
Event, take, and cause each other Loan Party to take, such actions as are
necessary or as the Administrative Agent or the Required Lenders request to
ensure that the Obligations of each Loan Party under the Loan Documents are
secured by a first priority security interest in all Accounts, inventory and
intangible assets (subject to certain exceptions concerning intangible
assets in Administrative Agent's discretion) (the "Pledged Assets") of the
Loan Parties and each of their active Subsidiaries (including, upon the
acquisition or creation thereof, any Subsidiary acquired or created after
the Closing Date), other than MECW, LLC, a Delaware limited liability
company, in each case as the Administrative Agent may determine, including
(a) the execution and delivery of guaranties, security agreements, pledge
agreements, financing statements and other documents, and the filing or
recording of any of the foregoing and (b) the delivery of certificated
securities and other Collateral with respect to which perfection is obtained
by possession. For purposes herein, a "Springing Lien Event" will take
effect in the event that both (i) the amount of Convertible Notes repaid
minus increases in Net Worth from the date of the Closing Date rounded up to
the nearest million (for purposes below, the "Net Recapitalization Amount")
totals or exceeds $25,000,000; and (ii) the amount of Revolving Outstandings
totals or exceeds $25,000,000. In the event both preceding conditions are
met, a "Springing Lien Event" will be deemed to have occurred.
Notwithstanding the foregoing, the Administrative Agent's claim against the
Pledged Assets will be limited to an amount equal to 120% of the "Collateral
Coverage Amount," which is defined as the lesser of (x) the Net
Recapitalization Amount and (y) Revolving Outstandings, at any point in
time. The Collateral Coverage Amount will be tested on an annual basis. To
the extent the Administrative Agent determines, following such annual test,
that the Collateral Coverage Amount has been reduced to zero, the
Administrative Agent shall release its lien on the assets of the Company and
its Subsidiaries.

         10.12 Syndication. Enter into such modifications to the Loan
               -----------
Documents as the Administrative Agent may reasonably request as necessary
for the initial syndication of the Loans and the Commitments and, in the
event such initial syndication shall prove to be impracticable in the
Administrative Agent's reasonable determination, such modifications
(including adjustments to the Base Rate Margin and/or LIBOR Margin) as the
Administrative Agent may reasonably request as necessary to make the
syndication of the Loans and the Commitments reasonably practicable.

                                     41

<PAGE>
<PAGE>

         SECTION 11 NEGATIVE COVENANTS

         Until the expiration or termination of the Commitments and
thereafter until all Obligations hereunder and under the other Loan
Documents are paid in full and all Letters of Credit have been terminated,
each Loan Party agrees that, unless at any time the Required Lenders shall
otherwise expressly consent in writing, it will:

         11.1 Debt. Not, and not permit any other Loan Party to, create,
              ----
incur, assume or suffer to exist any Debt, except:

                  (a) Obligations under this Agreement and the other Loan
         Documents;

                  (b) Debt secured by Liens permitted by Section 11.2(c),
                                                         ---------------
         and extensions, renewals and refinancings thereof; provided that
                                                            --------
         the aggregate amount of all such Debt at any time outstanding shall
         not exceed $1,750,000 (excluding any Debt permitted under Section
                                                                   -------
         11.1(f) below);
         -------

                  (c) Debt of the Loan Parties to any domestic Wholly-Owned
         Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the
         Loan Parties or another domestic Wholly-Owned Subsidiary; provided,
                                                                   --------
         the obligations under any note evidencing such Debt shall be
         subordinated to the Obligations of the Loan Parties hereunder in a
         manner reasonably satisfactory to the Administrative Agent to the
         extent such Wholly-Owned Subsidiary is not a Loan Party hereunder;

                  (d) the Convertible Notes;

                  (e) Hedging Obligations approved by Administrative Agent
         and incurred in favor of a Lender or an Affiliate thereof for bona
         fide hedging purposes and not for speculation;

                  (f) $50,000,000 for commercial mortgages (including all
         existing mortgage financing in existence on the Closing Date) and
         any extension, renewal or refinancing thereof so long as the
         principal amount thereof is not increased;

                  (g) the Debt to be Repaid (so long as such Debt is repaid
         on the Closing Date with the proceeds of the initial Loans
         hereunder); and

                  (h) Contingent Liabilities arising with respect to
         customary indemnification obligations in favor of sellers in
         connection with Acquisitions permitted under Section 11.5 and
                                                      ------------
         purchasers in connection with dispositions permitted under Section
                                                                    -------
         11.5.
         ----

         11.2 Liens. Not, and not permit any other Loan Party to, create or
              -----
permit to exist any Lien on any of its real or personal properties, assets
or rights of whatsoever nature (whether now owned or hereafter acquired),
except:

                                     42

<PAGE>
<PAGE>

                  (a) Liens for taxes or other governmental charges not at
         the time delinquent or thereafter payable without penalty or being
         contested in good faith by appropriate proceedings and, in each
         case, for which it maintains adequate reserves;

                  (b) Liens arising in the ordinary course of business (such
         as (i) Liens of carriers, warehousemen, mechanics and materialmen
         and other similar Liens imposed by law and (ii) Liens in the form
         of deposits or pledges incurred in connection with worker's
         compensation, unemployment compensation and other types of social
         security (excluding Liens arising under ERISA) or in connection
         with surety bonds, bids, performance bonds and similar obligations)
         for sums not overdue or being contested in good faith by
         appropriate proceedings and not involving any advances or borrowed
         money or the deferred purchase price of property or services and,
         in each case, for which it maintains adequate reserves;

                  (c) subject to the limitation set forth in Section
                                                             -------
         11.1(b), (i) Liens arising in connection with Capital Leases (and
         -------
         attaching only to the property being leased), (ii) Liens existing
         on property at the time of the acquisition thereof by any Loan
         Party (and not created in contemplation of such acquisition) and
         (iii) Liens that constitute purchase money security interests on
         any property securing debt incurred for the purpose of financing
         all or any part of the cost of acquiring such property, provided
         that any such Lien attaches to such property within 20 days of the
         acquisition thereof and attaches solely to the property so
         acquired;

                  (d) attachments, appeal bonds, judgments and other similar
         Liens, for sums not exceeding $500,000 arising in connection with
         court proceedings, provided the execution or other enforcement of
         such Liens is effectively stayed and the claims secured thereby are
         being actively contested in good faith and by appropriate
         proceedings; and

                  (e) easements, rights of way, restrictions, minor defects
         or irregularities in title and other similar Liens not interfering
         in any material respect with the ordinary conduct of the business
         of any Loan Party.

         11.3 Reserved.
              --------

         11.4 Restricted Payments. Not, and not permit any other Loan Party
              -------------------
to, (a) make any distribution to any holders of its Capital Securities, (b)
purchase or redeem any of its Capital Securities, (c) pay any management
fees or similar fees to any of its equityholders or any Affiliate thereof
(provided, however, that the foregoing shall not prevent any Loan Party from
paying management or similar fees to another Loan Party), (d) make any
redemption, prepayment, defeasance, repurchase or any other payment in
respect of any Subordinated Debt or (e) set aside funds for any of the
foregoing. Notwithstanding the foregoing, (i) any Subsidiary may pay
dividends or make other distributions to the Company; (ii) the Loan Parties
may make regularly scheduled payments of interest in respect of Subordinated
Debt to the extent permitted under the subordination provisions thereof; and
(iii) so long as no Event of Default or Unmatured Event of Default exists or
would result therefrom, the Company may (A) pay dividends or make
distributions up to an amount not to exceed twenty-five percent (25%) of the
Company's prior Fiscal Year's Consolidated Net Income, determined in
accordance with GAAP, in any one Fiscal


                                     43

<PAGE>
<PAGE>

Year; (B) purchase or redeem its Capital Securities and (C) redeem any
portion of the Contingent Notes to the extent the requirements of Section
                                                                  -------
10.11, as applicable, are also satisfied.
-----

         11.5 Mergers, Consolidations, Sales. Not, and not permit any other
              ------------------------------
Loan Party to, be a party to any merger or consolidation, or purchase or
otherwise acquire all or substantially all of the assets or any Capital
Securities of any class of, or any partnership or joint venture interest in,
any other Person, except for (i) any such merger, consolidation, sale,
transfer, conveyance, lease or assignment of or by any Loan Party into
another Loan Party; (ii) any such purchase or other acquisition by the Loan
Parties of the assets or Capital Securities of any Wholly-Owned Subsidiary;
and (iii) any Acquisition by the Company or any domestic Wholly-Owned
Subsidiary where:

                  (A) the business or division acquired are for use, or the
Person acquired is engaged, in the businesses engaged in by the Loan Parties
on the Closing Date;

                  (B) immediately before and after giving effect to such
Acquisition, no Event of Default or Unmatured Event of Default shall exist;

                  (C) the aggregate consideration to be paid by the Loan
Parties (including any Debt assumed or issued in connection therewith, the
amount thereof to be calculated in accordance with GAAP) in connection with
such Acquisition (or any series of related Acquisitions) is less than
$75,000,000;

                  (D) immediately after giving effect to such Acquisition,
the Loan Parties are in pro forma compliance with all the financial ratios
and restrictions set forth in Section 11.14;
                              -------------

                  (E) in the case of the Acquisition of any Person, the
board of directors or similar governing body of such Person has approved
such Acquisition;

                  (F) reasonably prior to such Acquisition, the
Administrative Agent shall have received complete executed or conformed
copies of each material document, instrument and agreement to be executed in
connection with such Acquisition together with all lien search reports and
lien release letters and other documents as the Administrative Agent may
require to evidence the termination of Liens on the assets or business to be
acquired;

                  (G) not less than ten Business Days prior to such
Acquisition, the Administrative Agent shall have received an acquisition
summary with respect to the Person and/or business or division to be
acquired, such summary to include a reasonably detailed description thereof
(including financial information) and operating results (including financial
statements for the most recent 12 month period for which they are available
and as otherwise available), the terms and conditions, including economic
terms, of the proposed Acquisition, and the Loan Parties' calculation of pro
forma EBITDA relating thereto;

                  (H) the Administrative Agent and Required Lenders shall
have approved the Loan Parties' computation of pro forma EBITDA;

                  (I) consents have been obtained in favor of the
Administrative Agent and the Lenders to the collateral assignment of rights
and indemnities under the related acquisition


                                     44

<PAGE>
<PAGE>

documents and opinions of counsel for the Loan Parties and (if delivered to
the Loan Party) the selling party in favor of the Administrative Agent and
the Lenders have been delivered;

                  (J) the provisions of Section 10.9 have been satisfied;
                                        ------------

                  (K) simultaneously with the closing of such Acquisition,
the target company (if such Acquisition is structured as a purchase of
equity) or the Loan Party (if such Acquisition is structured as a purchase
of assets or a merger and a Loan Party is the surviving entity) executes and
delivers to Administrative Agent an unlimited Guaranty of the Obligations,
or at the option of Administrative Agent in Administrative Agent's absolute
discretion, a joinder agreement satisfactory to Administrative Agent in
which such target company or surviving company, and their respective
Subsidiaries becomes a borrower under this Agreement and assumes primary,
joint and several liability for the Obligations; and

                  (L) if the Acquisition is structured as a merger, the
Company is the surviving entity or, in the alternative, the survivor of such
merger is a Wholly-Owned Subsidiary of the Company.

         11.6 Modification of Organizational Documents. Not permit the
              ----------------------------------------
charter, by-laws or other organizational documents of any Loan Party to be
amended or modified in any way which could reasonably be expected to
materially adversely affect the interests of the Lenders; not change, or
allow any Loan Party to change, its state of formation or its organizational
form.

         11.7 Transactions with Affiliates. Except as set forth on Schedule
              ----------------------------                         --------
11.7, not, and not permit any other Loan Party to, enter into, or cause,
----
suffer or permit to exist any transaction, arrangement or contract with any
of its other Affiliates (other than the Loan Parties) which is on terms
which are less favorable than are obtainable from any Person which is not
one of its Affiliates.

         11.8 Reserved.
              --------

         11.9 Inconsistent Agreements. Not, and not permit any other Loan
              -----------------------
Party to, enter into any agreement containing any provision which would (a)
be violated or breached by any borrowing by the Loan Parties hereunder or by
the performance by any Loan Party of any of its Obligations hereunder or
under any other Loan Document, (b) prohibit any Loan Party from granting to
the Administrative Agent and the Lenders, a Lien on any of its assets or (c)
create or permit to exist or become effective any encumbrance or restriction
on the ability of any Subsidiary to (i) pay dividends or make other
distributions to the Company or any other Subsidiary, or pay any Debt owed
to the Company or any other Subsidiary, (ii) make loans or advances to any
Loan Party or (iii) transfer any of its assets or properties to any Loan
Party, other than (A) customary restrictions and conditions contained in
agreements relating to the sale of all or a substantial part of the assets
of any Subsidiary pending such sale, provided that such restrictions and
                                     --------
conditions apply only to the Subsidiary to be sold and such sale is
permitted hereunder (B) restrictions or conditions imposed by any agreement
relating to purchase money Debt, Capital Leases and other secured Debt
permitted by this Agreement if such restrictions or conditions apply only to
the property or assets securing such Debt and (C) customary provisions in
leases and other contracts restricting the assignment thereof.

                                     45

<PAGE>
<PAGE>

         11.10 Business Activities; Issuance of Equity. Not, and not permit
               ---------------------------------------
any other Loan Party to, engage in any line of business other than the
businesses engaged in on the date hereof and businesses reasonably related
thereto. Not, and not permit any Loan Party other than the Company to, issue
any Capital Securities other than (a) any issuance of shares of such Loan
Party's common Capital Securities pursuant to any employee or director
option program, benefit plan or compensation program or (b) any issuance by
a Subsidiary to the Company or another Subsidiary in accordance with Section
                                                                     -------
11.4.
----

         11.11 Investments. Not, and not permit any other Loan Party to,
               -----------
make or permit to exist any Investment in any other Person, except the
following:

                  (a) contributions by the Loan Parties to the capital of
         any Wholly-Owned Subsidiary, or by any Subsidiary to the capital of
         any other domestic Wholly-Owned Subsidiary, so long as the
         recipient of any such capital contribution has guaranteed the
         Obligations, in each case in accordance with Section 10.9;
                                                      ------------

                  (b) Investments constituting Debt permitted by Section
                                                                 -------
         11.1;
         ----

                  (c) Contingent Liabilities constituting Debt permitted by
         Section 11.1 or Liens permitted by Section 11.2;
         ------------                       ------------

                  (d) Cash Equivalent Investments;

                  (e) Investments in securities of Account Debtors received
         pursuant to any plan of reorganization or similar arrangement upon
         the bankruptcy or insolvency of such account debtors;

                  (f) Investments to consummate Acquisitions permitted by
         Section 11.5;
         ------------

                  (g) Investments listed on Schedule 11.11 as of the Closing
                                            --------------
         Date; and

                  (h) so long as no Event of Default or Unmatured Event of
         Default exists or would result therefrom, other cash Investments in
         public or private companies provided the aggregate consideration
         paid by the Loan Parties in connection with any single Investment
         (or any series of related Investments) does not exceed $75,000,000
         in the aggregate.

provided that (x) any Investment which when made complies with the
--------
requirements of the definition of the term "Cash Equivalent Investment" may
                                            --------------------------
continue to be held notwithstanding that such Investment if made thereafter
would not comply with such requirements; (y) no Investment otherwise
permitted by clause (b), (c), or (f) shall be permitted to be made if,
immediately before or after giving effect thereto, any Event of Default or
Unmatured Event of Default exists.

         11.12 Restriction of Amendments to Certain Documents. Not amend or
               ----------------------------------------------
otherwise modify, or waive any rights under, any provision governing the
subordination terms of any Subordinated Debt without the consent of the
Required Lenders.

                                     46

<PAGE>
<PAGE>

         11.13 Fiscal Year. Not change its Fiscal Year.
               -----------

         11.14 Financial Covenants.
               -------------------

         11.14.1 Fixed Charge Coverage Ratio. Not permit the Fixed Charge
                 ---------------------------
Coverage Ratio for any Computation Period to be less than 2.0:1.0, measured
on a quarterly basis.

         11.14.2 Senior Debt to EBITDA Ratio. Not permit the Senior Debt to
                 ---------------------------
EBITDA Ratio as of the last day of any Computation Period to exceed 3.0:1.0,
measured on a quarterly basis.

         11.14.3 Net Worth. Maintain Net Worth of at least $262,883,750 at
                 ---------
all times measured as of the last day of each calendar quarter.

         SECTION 12 EFFECTIVENESS; CONDITIONS OF LENDING, ETC.

         The obligation of each Lender to make its Loans and of the Issuing
Lender to issue Letters of Credit is subject to the following conditions
precedent:

         12.1 Initial Credit Extension. The obligation of the Lenders to
              ------------------------
make the initial Loans and the obligation of the Issuing Lender to issue its
initial Letter of Credit (whichever first occurs) is, in addition to the
conditions precedent specified in Section 12.2, subject to the conditions
                                  ------------
precedent that (a) all Debt to be Repaid has been (or concurrently with the
initial borrowing will be) paid in full, and that all agreements and
instruments governing the Debt to be Repaid and that all Liens securing such
Debt to be Repaid have been (or concurrently with the initial borrowing will
be) terminated and (b) the Administrative Agent shall have received all of
the following, each duly executed and dated the Closing Date (or such
earlier date as shall be satisfactory to the Administrative Agent), in form
and substance satisfactory to the Administrative Agent (and the date on
which all such conditions precedent have been satisfied or waived in writing
by the Administrative Agent and the Lenders is called the "Closing Date"):

         12.1.1 Notes. A Note for each Lender.
                -----

         12.1.2 Authorization Documents. For each Loan Party, such Person's
                -----------------------
(a) charter (or similar formation document), certified by the appropriate
governmental authority; (b) good standing certificates in its state of
incorporation (or formation) and in each other state requested by the
Administrative Agent; (c) bylaws (or similar governing document); (d)
resolutions of its board of directors (or similar governing body) approving
and authorizing such Person's execution, delivery and performance of the
Loan Documents to which it is party and the transactions contemplated
thereby; and (e) signature and incumbency certificates of its officers
executing any of the Loan Documents (it being understood that the
Administrative Agent and each Lender may conclusively rely on each such
certificate until formally advised by a like certificate of any changes
therein), all certified by its secretary or an assistant secretary (or
similar officer) as being in full force and effect without modification.

         12.1.3 Consents, etc. Certified copies of all documents evidencing
                -------------
any necessary corporate or partnership action, consents and governmental
approvals (if any) required for the


                                     47

<PAGE>
<PAGE>

execution, delivery and performance by the Loan Parties of the documents
referred to in this Section 12.
                    ----------

         12.1.4 Letter of Direction. A letter of direction containing funds
                -------------------
flow information with respect to the proceeds of the Loans on the Closing
Date.

         12.1.5 Opinions of Counsel. Opinions of counsel for each Loan
                -------------------
Party, including local counsel reasonably requested by the Administrative
Agent.

         12.1.6 Insurance. Evidence of the existence of insurance required
                ---------
to be maintained pursuant to Section 10.3(b).
                             ---------------

         12.1.7 Payment of Fees. Evidence of payment by the Loan Parties of
                ---------------
all accrued and unpaid fees, costs and expenses to the extent then due and
payable on the Closing Date, together with all Attorney Costs of the
Administrative Agent to the extent invoiced prior to the Closing Date, plus
such additional amounts of Attorney Costs as shall constitute the
Administrative Agent's reasonable estimate of Attorney Costs incurred or to
be incurred by the Administrative Agent through the closing proceedings
(provided that such estimate shall not thereafter preclude final settling of
 --------
accounts between the Loan Parties and the Administrative Agent).

         12.1.8 Solvency Certificate. A Solvency Certificate executed by a
                --------------------
Senior Officer of the Loan Parties.

         12.1.9 Environmental Reports. Environmental site assessment reports
                ---------------------
requested by the Administrative Agent.

         12.1.10 Search Results; Lien Terminations. Certified copies of
                 ---------------------------------
Uniform Commercial Code search reports dated a date reasonably near to the
Closing Date, listing all effective financing statements which name any Loan
Party (under their present names and any previous names) as debtors,
together with (a) copies of such financing statements, (b) payoff letters
evidencing repayment in full of all Debt to be Repaid, the termination of
all agreements relating thereto and the release of all Liens granted in
connection therewith, with Uniform Commercial Code or other appropriate
termination statements and documents effective to evidence the foregoing
(other than Liens permitted by Section 11.2) and (c) such other Uniform
                               ------------
Commercial Code termination statements as the Administrative Agent may
reasonably request.

         12.1.11 Other. Such other documents as the Administrative Agent or
                 -----
any Lender may reasonably request.

         12.2 Conditions. The obligation (a) of each Lender to make each
              ----------
Loan and (b) of the Issuing Lender to issue each Letter of Credit is subject
to the following further conditions precedent that:

         12.2.1 Compliance with Warranties, No Default, etc. Both before and
                -------------------------------------------
after giving effect to any borrowing and the issuance of any Letter of
Credit, the following statements shall be true and correct:



                                     48

<PAGE>
<PAGE>

                  (a) the representations and warranties of each Loan Party
         set forth in this Agreement and the other Loan Documents shall be
         true and correct in all respects with the same effect as if then
         made (except to the extent stated to relate to a specific earlier
         date, in which case such representations and warranties shall be
         true and correct as of such earlier date); and

                  (b) no Event of Default or Unmatured Event of Default
         shall have then occurred and be continuing.

         12.2.2 Confirmatory Certificate. If requested by the Administrative
                ------------------------
Agent or any Lender, the Administrative Agent shall have received (in
sufficient counterparts to provide one to each Lender) a certificate dated
the date of such requested Loan or Letter of Credit and signed by a duly
authorized representative of each Loan Party to the matters set out in
Section 12.2.1 (it being understood that each request by the Loan Parties
--------------
for the making of a Loan or the issuance of a Letter of Credit shall be
deemed to constitute a representation and warranty by each Loan Party that
the conditions precedent set forth in Section 12.2.1 will be satisfied at
                                      --------------
the time of the making of such Loan or the issuance of such Letter of
Credit), together with such other documents as the Administrative Agent or
any Lender may reasonably request in support thereof.

         SECTION 13 EVENTS OF DEFAULT AND THEIR EFFECT.

         13.1 Events of Default. Each of the following shall constitute an
              -----------------
Event of Default under this Agreement:

         13.1.1 Non-Payment of the Loans, etc. Default in the payment when
                -----------------------------
due of the principal of any Loan; or default, and continuance thereof for
five days, in the payment when due of any interest, fee, reimbursement
obligation with respect to any Letter of Credit or other amount payable by
any Loan Party hereunder or under any other Loan Document.

         13.1.2 Non-Payment of Other Debt. Any default shall occur under the
                -------------------------
terms applicable to any Debt of any Loan Party in an aggregate amount (for
all such Debt so affected and including undrawn committed or available
amounts and amounts owing to all creditors under any combined or syndicated
credit arrangement) exceeding $1,750,000 and such default shall (a) consist
of the failure to pay such Debt when due, whether by acceleration or
otherwise, or (b) accelerate the maturity of such Debt or permit the holder
or holders thereof, or any trustee or agent for such holder or holders, to
cause such Debt to become due and payable (or require any Loan Party to
purchase or redeem such Debt or post cash collateral in respect thereof)
prior to its expressed maturity.

         13.1.3 Reserved.
                --------

         13.1.4 Bankruptcy, Insolvency, etc. Any Loan Party becomes
                ---------------------------
insolvent or generally fails to pay, or admits in writing its inability or
refusal to pay, debts as they become due; or any Loan Party applies for,
consents to, or acquiesces in the appointment of a trustee, receiver or
other custodian for such Loan Party or any property thereof, or makes a
general assignment for the benefit of creditors; or, in the absence of such
application, consent or acquiescence, a trustee, receiver or other custodian
is appointed for any Loan Party or for a substantial part of the property of
any thereof and is not discharged within 60 days; or any bankruptcy,
reorganization,


                                     49

<PAGE>
<PAGE>

debt arrangement, or other case or proceeding under any bankruptcy or
insolvency law, or any dissolution or liquidation proceeding, is commenced
in respect of any Loan Party, and if such case or proceeding is not
commenced by such Loan Party, it is consented to or acquiesced in by such
Loan Party, or remains for 60 days undismissed; or any Loan Party takes any
action to authorize, or in furtherance of, any of the foregoing.

         13.1.5 Non-Compliance with Loan Documents. (a) Failure by any Loan
                ----------------------------------
Party to comply with or to perform any covenant set forth in Sections
                                                             --------
10.1.5, 10.3(b) or 10.5 or Section 11; or (b) failure by any Loan Party to
------  -------    ----    ----------
comply with or to perform any other provision of this Agreement or any other
Loan Document (and not constituting an Event of Default under any other
provision of this Section 13) and continuance of such failure described in
                  ----------
this clause (b) for 30 days.

         13.1.6 Representations; Warranties. Any representation or warranty
                ---------------------------
made by any Loan Party herein or any other Loan Document is breached or is
false or misleading in any material respect, or any schedule, certificate,
financial statement, report, notice or other writing furnished by any Loan
Party to the Administrative Agent or any Lender in connection herewith is
false or misleading in any material respect on the date as of which the
facts therein set forth are stated or certified.

         13.1.7 Pension Plans. (a) Any Person institutes steps to terminate
                -------------
a Pension Plan if as a result of such termination any Loan Party or any
member of the Controlled Group could be required to make a contribution to
such Pension Plan, or could incur a liability or obligation to such Pension
Plan, in excess of $1,000,000; (b) a contribution failure occurs with
respect to any Pension Plan sufficient to give rise to a Lien under Section
302(f) of ERISA; (c) the Unfunded Liability exceeds twenty percent of the
Total Plan Liability, or (d) there shall occur any withdrawal or partial
withdrawal from a Multiemployer Pension Plan and the withdrawal liability
(without unaccrued interest) to Multiemployer Pension Plans as a result of
such withdrawal (including any outstanding withdrawal liability that any
Loan Party or any member of the Controlled Group have incurred on the date
of such withdrawal) exceeds $1,000,000.

         13.1.8 Judgments. Final judgments which exceed an aggregate of
                ---------
$1,000,000 shall be rendered against any Loan Party and shall not have been
paid, discharged or vacated or had execution thereof stayed pending appeal
within 30 days after entry or filing of such judgments.

         13.1.9 Invalidity of Subordination Provisions, etc. Any
                -------------------------------------------
subordination provision in any document or instrument governing Subordinated
Debt, or any subordination provision in any guaranty by any Subsidiary of
any Subordinated Debt, shall cease to be in full force and effect or shall
be amended without the prior written consent of the Administrative Agent, or
any Loan Party or any other Person (including the holder of any applicable
Subordinated Debt) shall contest in any manner the validity, binding nature
or enforceability of any such provision.

         13.1.10 Change of Control. A Change of Control shall occur.
                 -----------------

         13.2 Effect of Event of Default. If any Event of Default described
              --------------------------
in Section 13.1.4 shall occur in respect of any Loan Party, the Commitments
   --------------
shall immediately terminate and the Loans and all other Obligations
hereunder shall become immediately due and payable and the


                                     50

<PAGE>
<PAGE>

Loan Parties shall become immediately obligated to Cash Collateralize all
Letters of Credit, all without presentment, demand, protest or notice of any
kind; and, if any other Event of Default shall occur and be continuing, the
Administrative Agent may (and, upon the written request of the Required
Lenders shall) declare the Commitments to be terminated in whole or in part
and/or declare all or any part of the Loans and all other Obligations
hereunder to be due and payable and/or demand that the Loan Parties
immediately Cash Collateralize all or any Letters of Credit, whereupon the
Commitments shall immediately terminate (or be reduced, as applicable)
and/or the Loans and other Obligations hereunder shall become immediately
due and payable (in whole or in part, as applicable) and/or the Loan Parties
shall immediately become obligated to Cash Collateralize the Letters of
Credit (all or any, as applicable), all without presentment, demand, protest
or notice of any kind. The Administrative Agent shall promptly advise the
Loan Parties of any such declaration, but failure to do so shall not impair
the effect of such declaration. Any cash collateral delivered hereunder
shall be held by the Administrative Agent (without liability for interest
thereon) and applied to the Obligations arising in connection with any
drawing under a Letter of Credit. After the expiration or termination of all
Letters of Credit, such cash collateral shall be applied by the
Administrative Agent to any remaining Obligations hereunder and any excess
shall be delivered to the Loan Parties or as a court of competent
jurisdiction may elect.

         SECTION 14 THE AGENT[S].

         14.1 Appointment and Authorization. Each Lender hereby irrevocably
              -----------------------------
(subject to Section 14.10) appoints, designates and authorizes the
            -------------
Administrative Agent to take such action on its behalf under the provisions
of this Agreement and each other Loan Document and to exercise such powers
and perform such duties as are expressly delegated to it by the terms of
this Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or in any other Loan Document, the
Administrative Agent shall not have any duty or responsibility except those
expressly set forth herein, nor shall the Administrative Agent have or be
deemed to have any fiduciary relationship with any Lender or participant,
and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or any other Loan Document
or otherwise exist against the Administrative Agent. Without limiting the
generality of the foregoing sentence, the use of the term "agent" herein and
in other Loan Documents with reference to the Administrative Agent is not
intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is
used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting
parties.

         14.2 Issuing Lender. The Issuing Lender shall act on behalf of the
              --------------
Lenders (according to their Pro Rata Shares) with respect to any Letters of
Credit issued by it and the documents associated therewith. The Issuing
Lender shall have all of the benefits and immunities (a) provided to the
Administrative Agent in this Section 14 with respect to any acts taken or
                             ----------
omissions suffered by the Issuing Lender in connection with Letters of
Credit issued by it or proposed to be issued by it and the applications and
agreements for letters of credit pertaining to such Letters of Credit as
fully as if the term "Administrative Agent", as used in this Section 14,
                                                             ----------
included the Issuing Lender with respect to such acts or omissions and (b)
as additionally provided in this Agreement with respect to the Issuing
Lender.

                                     51

<PAGE>
<PAGE>

         14.3 Delegation of Duties. The Administrative Agent may execute any
              --------------------
of its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining
to such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in
the absence of gross negligence or willful misconduct.

         14.4 Exculpation of Administrative Agent. None of the
              -----------------------------------
Administrative Agent nor any of its directors, officers, employees or agents
shall (a) be liable for any action taken or omitted to be taken by any of
them under or in connection with this Agreement or any other Loan Document
or the transactions contemplated hereby (except to the extent resulting from
its own gross negligence or willful misconduct in connection with its duties
expressly set forth herein as determined by a final, nonappealable judgment
by a court of competent jurisdiction), or (b) be responsible in any manner
to any Lender or participant for any recital, statement, representation or
warranty made by any Loan Party or Affiliate of the Loan Parties, or any
officer thereof, contained in this Agreement or in any other Loan Document,
or in any certificate, report, statement or other document referred to or
provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement
or any other Loan Document (or the creation, perfection or priority of any
Lien or security interest therein), or for any failure of the Loan Parties
or any other party to any Loan Document to perform its Obligations hereunder
or thereunder. The Administrative Agent shall not be under any obligation to
any Lender to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books or records of the
Loan Parties or any of the Loan Parties' Subsidiaries or Affiliates.

         14.5 Reliance by Administrative Agent. The Administrative Agent
              --------------------------------
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, communication, signature, resolution, representation, notice,
consent, certificate, electronic mail message, affidavit, letter, telegram,
facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to the Loan Parties),
independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document
unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate and, if it so requests, confirmation from
the Lenders of their obligation to indemnify the Administrative Agent
against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a
request or consent of the Required Lenders and such request and any action
taken or failure to act pursuant thereto shall be binding upon each Lender.
For purposes of determining compliance with the conditions specified in
Section 12, each Lender that has signed this Agreement shall be deemed to
----------
have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved
by or acceptable or satisfactory


                                     52

<PAGE>
<PAGE>

to a Lender unless the Administrative Agent shall have received written
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

         14.6 Notice of Default. The Administrative Agent shall not be
              -----------------
deemed to have knowledge or notice of the occurrence of any Event of Default
or Unmatured Event of Default except with respect to defaults in the payment
of principal, interest and fees required to be paid to the Administrative
Agent for the account of the Lenders, unless the Administrative Agent shall
have received written notice from a Lender or the Loan Parties referring to
this Agreement, describing such Event of Default or Unmatured Event of
Default and stating that such notice is a "notice of default". The
Administrative Agent will notify the Lenders of its receipt of any such
notice. The Administrative Agent shall take such action with respect to such
Event of Default or Unmatured Event of Default as may be requested by the
Required Lenders in accordance with Section 13; provided that unless and
                                    ----------  --------
until the Administrative Agent has received any such request, the
Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Event of Default or
Unmatured Event of Default as it shall deem advisable or in the best
interest of the Lenders.

         14.7 Credit Decision. Each Lender acknowledges that the
              ---------------
Administrative Agent has not made any representation or warranty to it, and
that no act by the Administrative Agent hereafter taken, including any
consent and acceptance of any assignment or review of the affairs of the
Loan Parties, shall be deemed to constitute any representation or warranty
by the Administrative Agent to any Lender as to any matter, including
whether the Administrative Agent has disclosed material information in its
possession. Each Lender represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Loan
Parties, and made its own decision to enter into this Agreement and to
extend credit to the Loan Parties hereunder. Each Lender also represents
that it will, independently and without reliance upon the Administrative
Agent and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement
and the other Loan Documents, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Loan
Parties. Except for notices, reports and other documents expressly herein
required to be furnished to the Lenders by the Administrative Agent, the
Administrative Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the business,
prospects, operations, property, financial or other condition or
creditworthiness of the Loan Parties which may come into the possession of
the Administrative Agent.

         14.8 Indemnification. Whether or not the transactions contemplated
              ---------------
hereby are consummated, each Lender shall indemnify upon demand the
Administrative Agent and its directors, officers, employees and agents (to
the extent not reimbursed by or on behalf of the Loan Parties and without
limiting the obligation of the Loan Parties to do so), according to its
applicable Pro Rata Share, from and against any and all Indemnified
Liabilities (as hereinafter defined); provided that no Lender shall be
                                      --------
liable for any payment to any such Person of any portion of the Indemnified
Liabilities to the extent determined by a final, nonappealable


                                     53

<PAGE>
<PAGE>

judgment by a court of competent jurisdiction to have resulted from the
applicable Person's own gross negligence or willful misconduct. No action
taken in accordance with the directions of the Required Lenders shall be
deemed to constitute gross negligence or willful misconduct for purposes of
this Section. Without limitation of the foregoing, each Lender shall
reimburse the Administrative Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs and Taxes)
incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, any
other Loan Document, or any document contemplated by or referred to herein,
to the extent that the Administrative Agent is not reimbursed for such
expenses by or on behalf of the Loan Parties. The undertaking in this
Section shall survive repayment of the Loans, cancellation of the Notes,
expiration or termination of the Letters of Credit, any foreclosure under,
or modification, release or discharge of, any or all of the Loan Documents,
termination of this Agreement and the resignation or replacement of the
Administrative Agent.

         14.9 Administrative Agent in Individual Capacity. LaSalle and its
              -------------------------------------------
Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other
business with the Loan Parties and Affiliates as though LaSalle were not the
Administrative Agent hereunder and without notice to or consent of any
Lender. Each Lender acknowledges that, pursuant to such activities, LaSalle
or its Affiliates may receive information regarding the Loan Parties or its
Affiliates (including information that may be subject to confidentiality
obligations in favor of the Loan Parties or such Affiliate) and acknowledge
that the Administrative Agent shall be under no obligation to provide such
information to them. With respect to their Loans (if any), LaSalle and its
Affiliates shall have the same rights and powers under this Agreement as any
other Lender and may exercise the same as though LaSalle were not the
Administrative Agent, and the terms "Lender" and "Lenders" include LaSalle
and its Affiliates, to the extent applicable, in their individual
capacities.

         14.10 Successor Administrative Agent. The Administrative Agent may
               ------------------------------
resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent resigns under this Agreement, the Required Lenders
shall, with (so long as no Event of Default exists) the consent of the Loan
Parties (which shall not be unreasonably withheld or delayed), appoint from
among the Lenders a successor agent for the Lenders. If no successor agent
is appointed prior to the effective date of the resignation of the
Administrative Agent, the Administrative Agent may appoint, after consulting
with the Lenders and the Loan Parties, a successor agent from among the
Lenders. Upon the acceptance of its appointment as successor agent
hereunder, such successor agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative
Agent" shall mean such successor agent, and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation hereunder
as Administrative Agent, the provisions of this Section 14 and Sections 15.5
                                                ----------     -------------
and 15.16 shall inure to its benefit as to any actions taken or omitted to
    -----
be taken by it while it was Administrative Agent under this Agreement. If no
successor agent has accepted appointment as Administrative Agent by the date
which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall
nevertheless thereupon become


                                     54

<PAGE>
<PAGE>

effective and the Lenders shall perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.

         14.11 Administrative Agent May File Proofs of Claim. In case of the
               ---------------------------------------------
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Loan
Parties) shall be entitled and empowered, by intervention in such proceeding
or otherwise:

         (a) to file and prove a claim for the whole amount of the principal
and interest owing and unpaid in respect of the Loans, and all other
Obligations that are owing and unpaid and to file such other documents as
may be necessary or advisable in order to have the claims of the Lenders and
the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders and the Administrative Agent under Sections 5, 15.5
                                                           ----------  ----
and 15.17) allowed in such judicial proceedings; and
    -----

         (b) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized
by each Lender to make such payments to the Administrative Agent and, in the
event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders, to pay to the Administrative Agent any
amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any
other amounts due the Administrative Agent under Sections 5, 15.5 and 15.17.
                                                 ----------  ----     -----

         Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf
of any Lender any plan of reorganization, arrangement, adjustment or
composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any
Lender in any such proceeding.

         14.12 Other Agents; Arrangers and Managers. None of the Lenders or
               ------------------------------------
other Persons identified on the facing page or signature pages of this
Agreement as a "syndication agent," "documentation agent," "co-agent," "book
manager," "lead manager," "arranger," "lead arranger" or "co-arranger", if
any, shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than, in the case of such Lenders, those
applicable to all Lenders as such. Without limiting the foregoing, none of
the Lenders or other Persons so identified shall have or be deemed to have
any fiduciary relationship with any Lender. Each Lender acknowledges that it
has not relied, and will not rely, on any of the Lenders or other Persons so
identified in deciding to enter into this Agreement or in taking or not
taking action hereunder.

                                     55

<PAGE>
<PAGE>

         SECTION 15 GENERAL.

         15.1 Waiver; Amendments. No delay on the part of the Administrative
              ------------------
Agent or any Lender in the exercise of any right, power or remedy shall
operate as a waiver thereof, nor shall any single or partial exercise by any
of them of any right, power or remedy preclude other or further exercise
thereof, or the exercise of any other right, power or remedy. No amendment,
modification or waiver of, or consent with respect to, any provision of this
Agreement or the other Loan Documents shall in any event be effective unless
the same shall be in writing and acknowledged by Lenders having an aggregate
Pro Rata Shares of not less than the aggregate Pro Rata Shares expressly
designated herein with respect thereto or, in the absence of such
designation as to any provision of this Agreement, by the Required Lenders,
and then any such amendment, modification, waiver or consent shall be
effective only in the specific instance and for the specific purpose for
which given. No amendment, modification, waiver or consent shall (a) extend
or increase the Commitment of any Lender without the written consent of such
Lender, (b) extend the date scheduled for payment of any principal
(excluding mandatory prepayments) of or interest on the Loans or any fees
payable hereunder without the written consent of each Lender directly
affected thereby, (c) reduce the principal amount of any Loan, the rate of
interest thereon or any fees payable hereunder, without the consent of each
Lender directly affected thereby (except for periodic adjustments of
interest rates and fees resulting from a change in the Applicable Margin as
provided for in this Agreement); or (d) release any party from its
obligations under any Guaranty, release any substantial part of any
collateral, if any, change the definition of Required Lenders, any provision
of this Section 15.1 or reduce the aggregate Pro Rata Share required to
        ------------
effect an amendment, modification, waiver or consent, without, in each case,
the written consent of all Lenders. No provision of Section 14 or other
                                                    ----------
provision of this Agreement affecting the Administrative Agent in its
capacity as such shall be amended, modified or waived without the consent of
the Administrative Agent. No provision of this Agreement relating to the
rights or duties of the Issuing Lender in its capacity as such shall be
amended, modified or waived without the consent of the Issuing Lender. No
provision of this Agreement relating to the rights or duties of the Swing
Line Lender in its capacity as such shall be amended, modified or waived
without the consent of the Swing Line Lender.

         15.2 Confirmations. The Loan Parties and each holder of a Note
              -------------
agree from time to time, upon written request received by it from the other,
to confirm to the other in writing (with a copy of each such confirmation to
the Administrative Agent) the aggregate unpaid principal amount of the Loans
then outstanding under such Note.

         15.3 Notices. Except as otherwise provided in Sections 2.2.2 and
              -------                                  --------------
2.2.3, all notices hereunder shall be in writing (including facsimile
-----
transmission) and shall be sent to the applicable party at its address shown
on Annex B or at such other address as such party may, by written notice
   -------
received by the other parties, have designated as its address for such
purpose. Notices sent by facsimile transmission shall be deemed to have been
given when sent; notices sent by mail shall be deemed to have been given
three Business Days after the date when sent by registered or certified
mail, postage prepaid; and notices sent by hand delivery or overnight
courier service shall be deemed to have been given when received. For
purposes of Sections 2.2.2 and 2.2.3, the Administrative Agent shall be
            --------------     -----
entitled to rely on telephonic instructions from any person that the
Administrative Agent in good faith believes is an authorized officer or
employee of the Loan Parties, and the Loan Parties shall hold the

                                     56

<PAGE>
<PAGE>

Administrative Agent and each other Lender harmless from any loss, cost or
expense resulting from any such reliance.

         15.4 Computations. Where the character or amount of any asset or
              ------------
liability or item of income or expense is required to be determined, or any
consolidation or other accounting computation is required to be made, for
the purpose of this Agreement, such determination or calculation shall, to
the extent applicable and except as otherwise specified in this Agreement,
be made in accordance with GAAP, consistently applied; provided that if the
Loan Parties notify the Administrative Agent that the Loan Parties wish to
amend any covenant in Sections 10 or 11.14 (or any related definition) to
                      -----------    -----
eliminate or to take into account the effect of any change in GAAP on the
operation of such covenant (or if the Administrative Agent notifies the Loan
Parties that the Required Lenders wish to amend Sections 10 or 11.14 (or any
                                                -----------    -----
related definition) for such purpose), then the Loan Parties' compliance
with such covenant shall be determined on the basis of GAAP in effect
immediately before the relevant change in GAAP became effective, until
either such notice is withdrawn or such covenant (or related definition) is
amended in a manner satisfactory to the Loan Parties and the Required
Lenders.

         15.5 Costs, Expenses and Taxes. The Loan Parties agree to pay on
              -------------------------
demand all reasonable out-of-pocket costs and expenses of the Administrative
Agent and each Arranger (including Attorney Costs and any Taxes) in
connection with the preparation, execution, syndication, delivery and
administration (including the costs of Intralinks (or other similar
service), if applicable) of this Agreement, the other Loan Documents and all
other documents provided for herein or delivered or to be delivered
hereunder or in connection herewith (including any amendment, supplement or
waiver to any Loan Document), whether or not the transactions contemplated
hereby or thereby shall be consummated, and all reasonable out-of-pocket
costs and expenses (including Attorney Costs and any Taxes) incurred by the
Administrative Agent and each Lender after an Event of Default in connection
with the collection of the Obligations or the enforcement of this Agreement
the other Loan Documents or any such other documents or during any workout,
restructuring or negotiations in respect thereof. In addition, the Loan
Parties agree to pay, and to save the Administrative Agent and the Lenders
harmless from all liability for, any fees of the Loan Parties' auditors in
connection with any reasonable exercise by the Administrative Agent and the
Lenders of their rights pursuant to Section 10.2. All Obligations provided
                                    ------------
for in this Section 15.5 shall survive repayment of the Loans, cancellation
            ------------
of the Notes, expiration or termination of the Letters of Credit and
termination of this Agreement.

         15.6 Assignments; Participations.
              ---------------------------

         15.6.1 Assignments. (a) Any Lender may at any time assign to one or
                -----------
more Persons (any such Person, an "Assignee") all or any portion of such
Lender's Loans and Commitments, with the prior written consent of the
Administrative Agent, the Issuing Lender (for an assignment of the Revolving
Loans and the Revolving Commitment) and, so long as no Event of Default
exists, the Loan Parties (which consents shall not be unreasonably withheld
or delayed and shall not be required for an assignment by a Lender to a
Lender or an Affiliate of a Lender). Except as the Administrative Agent may
otherwise agree, any such assignment shall be in a minimum aggregate amount
equal to $5,000,000 or, if less, the remaining Commitment and Loans held by
the assigning Lender. The Loan Parties and the Administrative Agent shall be
entitled to


                                     57

<PAGE>
<PAGE>

continue to deal solely and directly with such Lender in connection with the
interests so assigned to an Assignee until the Administrative Agent shall
have received and accepted an effective assignment agreement in
substantially the form of Exhibit C hereto (an "Assignment Agreement")
                          ---------
executed, delivered and fully completed by the applicable parties thereto
and a processing fee of $3,500. No assignment may be made to any Person if
at the time of such assignment the Loan Parties would be obligated to pay
any greater amount under Sections 7.6 or 8 to the Assignee than the Loan
                         ------------    -
Parties are then obligated to pay to the assigning Lender under such
Sections (and if any assignment is made in violation of the foregoing, the
Loan Parties will not be required to pay such greater amounts). Any
attempted assignment not made in accordance with this Section 15.6.1 shall
                                                      --------------
be treated as the sale of a participation under Section 15.6.2. The Loan
                                                --------------
Parties shall be deemed to have granted their consent to any assignment
requiring its consent hereunder unless the Loan Parties have expressly
objected to such assignment within three Business Days after notice thereof.

         (b) From and after the date on which the conditions described above
have been met, (i) such Assignee shall be deemed automatically to have
become a party hereto and, to the extent that rights and obligations
hereunder have been assigned to such Assignee pursuant to such Assignment
Agreement, shall have the rights and obligations of a Lender hereunder and
(ii) the assigning Lender, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment Agreement,
shall be released from its rights (other than its indemnification rights)
and obligations hereunder. Upon the request of the Assignee (and, as
applicable, the assigning Lender) pursuant to an effective Assignment
Agreement, the Loan Parties shall execute and deliver to the Administrative
Agent for delivery to the Assignee (and, as applicable, the assigning
Lender) a Note in the principal amount of the Assignee's Pro Rata Share of
the Revolving Commitment (and, as applicable, a Note in the principal amount
of the Pro Rata Share of the Revolving Commitment retained by the assigning
Lender). Each such Note shall be dated the effective date of such
assignment. Upon receipt by the assigning Lender of such Note, the assigning
Lender shall return to the Loan Parties any prior Note held by it.

         (c) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to
any such pledge or assignment of a security interest; provided that no such
                                                      --------
pledge or assignment of a security interest shall release a Lender from any
of its obligations hereunder or substitute any such pledgee or assignee for
such Lender as a party hereto.

         15.6.2 Participations. Any Lender may at any time sell to one or
                --------------
more Persons participating interests in its Loans, Commitments or other
interests hereunder (any such Person, a "Participant"). In the event of a
                                         -----------
sale by a Lender of a participating interest to a Participant, (a) such
Lender's obligations hereunder shall remain unchanged for all purposes, (b)
the Loan Parties and the Administrative Agent shall continue to deal solely
and directly with such Lender in connection with such Lender's rights and
obligations hereunder and (c) all amounts payable by the Loan Parties shall
be determined as if such Lender had not sold such participation and shall be
paid directly to such Lender. No Participant shall have any direct or
indirect voting rights hereunder except with respect to any event described
in Section 15.1 expressly requiring the unanimous vote of all Lenders or, as
   ------------
applicable, all affected Lenders. Each Lender agrees to incorporate the
requirements of the preceding sentence into each participation agreement
which


                                     58

<PAGE>
<PAGE>

such Lender enters into with any Participant. The Loan Parties agree that if
amounts outstanding under this Agreement are due and payable (as a result of
acceleration or otherwise), each Participant shall be deemed to have the
right of set-off in respect of its participating interest in amounts owing
under this Agreement and with respect to any Letter of Credit to the same
extent as if the amount of its participating interest were owing directly to
it as a Lender under this Agreement; provided that such right of set-off
                                     --------
shall be subject to the obligation of each Participant to share with the
Lenders, and the Lenders agree to share with each Participant, as provided
in Section 7.5. The Loan Parties also agree that each Participant shall be
   -----------
entitled to the benefits of Section 7.6 or 8 as if it were a Lender
                            -----------    -
(provided that on the date of the participation no Participant shall be
entitled to any greater compensation pursuant to Section 7.6 or 8 than would
                                                 -----------    -
have been paid to the participating Lender on such date if no participation
had been sold and that each Participant complies with Section 7.6(d) as if
                                                      --------------
it were an Assignee).

         15.7 Register. The Administrative Agent shall maintain a copy of
              --------
each Assignment Agreement delivered and accepted by it and register (the
"Register") for the recordation of names and addresses of the Lenders and
the Commitment of each Lender from time to time and whether such Lender is
the original Lender or the Assignee. No assignment shall be effective unless
and until the Assignment Agreement is accepted and registered in the
Register. All records of transfer of a Lender's interest in the Register
shall be conclusive, absent manifest error, as to the ownership of the
interests in the Loans. The Administrative Agent shall not incur any
liability of any kind with respect to any Lender with respect to the
maintenance of the Register.

         15.8 GOVERNING LAW. THIS AGREEMENT AND EACH NOTE SHALL BE A
              -------------
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

         15.9 Confidentiality. As required by federal law and the
              ---------------
Administrative Agent's policies and practices, the Administrative Agent may
need to obtain, verify, and record certain customer identification
information and documentation in connection with opening or maintaining
accounts, or establishing or continuing to provide services. The
Administrative Agent and each Lender agree to use commercially reasonable
efforts (equivalent to the efforts the Administrative Agent or such Lender
applies to maintain the confidentiality of its own confidential information)
to maintain as confidential all information provided to them by any Loan
Party and designated as confidential, except that the Administrative Agent
and each Lender may disclose such information (a) to Persons employed or
engaged by the Administrative Agent or such Lender in evaluating, approving,
structuring or administering the Loans and the Commitments; (b) to any
assignee or participant or potential assignee or participant that has agreed
to comply with the covenant contained in this Section 15.9 (and any such
                                              ------------
assignee or participant or potential assignee or participant may disclose
such information to Persons employed or engaged by them as described in
clause (a) above); (c) as required or requested by any federal or state
regulatory authority or examiner, or any insurance industry association, or
as reasonably believed by the Administrative Agent or such Lender to be
compelled by any court decree, subpoena or legal or administrative order or
process; (d) as, on the advice of the Administrative Agent's or such
Lender's counsel, is required by law; (e) in connection with the


                                     59

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<PAGE>

exercise of any right or remedy under the Loan Documents or in connection
with any litigation to which the Administrative Agent or such Lender is a
party; (f) to any nationally recognized rating agency that requires access
to information about a Lender's investment portfolio in connection with
ratings issued with respect to such Lender; (g) to any Affiliate of the
Administrative Agent, the Issuing Lender or any other Lender who may provide
Bank Products to the Loan Parties; or (h) that ceases to be confidential
through no fault of the Administrative Agent or any Lender. Notwithstanding
the foregoing, the Loan Parties consent to the publication by the
Administrative Agent or any Lender of a tombstone or similar advertising
material relating to the financing transactions contemplated by this
Agreement, and the Administrative Agent reserves the right to provide to
industry trade organizations information necessary and customary for
inclusion in league table measurements.

         15.10 Severability. Whenever possible each provision of this
               ------------
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement. All obligations of the Loan Parties and rights of the
Administrative Agent and the Lenders expressed herein or in any other Loan
Document shall be in addition to and not in limitation of those provided by
applicable law.

         15.11 Nature of Remedies. All Obligations of the Loan Parties and
               ------------------
rights of the Administrative Agent and the Lenders expressed herein or in
any other Loan Document shall be in addition to and not in limitation of
those provided by applicable law. No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege.

         15.12 Entire Agreement. This Agreement, together with the other
               ----------------
Loan Documents, embodies the entire agreement and understanding among the
parties hereto and supersedes all prior or contemporaneous agreements and
understandings of such Persons, verbal or written, relating to the subject
matter hereof and thereof (except as relates to the fees described in
Section 5.3) and any prior arrangements made with respect to the payment by
-----------
the Loan Parties of (or any indemnification for) any fees, costs or expenses
payable to or incurred (or to be incurred) by or on behalf of the
Administrative Agent or the Lenders.

         15.13 Counterparts. This Agreement may be executed in any number of
               ------------
counterparts and by the different parties hereto on separate counterparts
and each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Agreement.
Receipt of an executed signature page to this Agreement by facsimile or
other electronic transmission shall constitute effective delivery thereof.
Electronic records of executed Loan Documents maintained by the Lenders
shall deemed to be originals.

         15.14 Successors and Assigns. This Agreement shall be binding upon
               ----------------------
each Loan Party, the Lenders and the Administrative Agent and their
respective successors and assigns, and shall inure to the benefit of the
Loan Parties, the Lenders and the Administrative Agent and the successors
and assigns of the Lenders and the Administrative Agent. No other Person
shall be a


                                     60

<PAGE>
<PAGE>

direct or indirect legal beneficiary of, or have any direct or indirect
cause of action or claim in connection with, this Agreement or any of the
other Loan Documents. No Loan Party may assign or transfer any of its rights
or Obligations under this Agreement without the prior written consent of the
Administrative Agent and each Lender.

         15.15 Captions. Section captions used in this Agreement are for
               --------
convenience only and shall not affect the construction of this Agreement.

         15.16 Customer Identification - USA Patriot Act Notice. Each Lender
               ------------------------------------------------
and LaSalle (for itself and not on behalf of any other party) hereby
notifies the Loan Parties that, pursuant to the requirements of the USA
Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001
(the "Act"), it is required to obtain, verify and record information that
identifies the Loan Parties, which information includes the name and address
of the Loan Parties and other information that will allow such Lender or
LaSalle, as applicable, to identify the Loan Parties in accordance with the
Act.

         15.17 INDEMNIFICATION BY THE LOAN PARTIES. IN CONSIDERATION OF THE
               -----------------------------------
EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE ADMINISTRATIVE AGENT AND THE
LENDERS AND THE AGREEMENT TO EXTEND THE COMMITMENTS PROVIDED HEREUNDER, EACH
LOAN PARTY HEREBY AGREES TO INDEMNIFY, EXONERATE AND HOLD THE ADMINISTRATIVE
AGENT, EACH LENDER AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES,
AFFILIATES AND AGENTS OF THE ADMINISTRATIVE AGENT AND EACH LENDER (EACH A
"LENDER PARTY") FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS,
CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES,
INCLUDING ATTORNEY COSTS (COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"),
INCURRED BY THE LENDER PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT
OF, OR RELATING TO (A) ANY TENDER OFFER, MERGER, PURCHASE OF CAPITAL
SECURITIES, PURCHASE OF ASSETS OR OTHER SIMILAR TRANSACTION FINANCED OR
PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH
THE PROCEEDS OF ANY OF THE LOANS, (B) THE USE, HANDLING, RELEASE, EMISSION,
DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS
SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY, (C) ANY
VIOLATION OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT ANY
PROPERTY OWNED OR LEASED BY ANY LOAN PARTY OR THE OPERATIONS CONDUCTED
THEREON, (D) THE INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS
AT WHICH ANY LOAN PARTY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE
DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THE
EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT BY ANY OF THE LENDER PARTIES, EXCEPT FOR ANY SUCH
INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE LENDER PARTY'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL,
NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT


                                     61

<PAGE>
<PAGE>

JURISDICTION. IF AND TO THE EXTENT THAT THE FOREGOING UNDERTAKING MAY BE
UNENFORCEABLE FOR ANY REASON, THE LOAN PARTIES HEREBY AGREE TO MAKE THE
MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE
INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW. ALL
OBLIGATIONS PROVIDED FOR IN THIS SECTION 15.17 SHALL SURVIVE REPAYMENT OF
                                 -------------
THE LOANS, CANCELLATION OF THE NOTES, EXPIRATION OR TERMINATION OF THE
LETTERS OF CREDIT AND TERMINATION OF THIS AGREEMENT.

         15.18 Nonliability of Lenders. The relationship between the Loan
               -----------------------
Parties on the one hand and the Lenders and the Administrative Agent on the
other hand shall be solely that of borrower and lender. Neither the
Administrative Agent nor any Lender has any fiduciary relationship with or
duty to any Loan Party arising out of or in connection with this Agreement
or any of the other Loan Documents, and the relationship between the Loan
Parties, on the one hand, and the Administrative Agent and the Lenders, on
the other hand, in connection herewith or therewith is solely that of debtor
and creditor. Neither the Administrative Agent nor any Lender undertakes any
responsibility to any Loan Party to review or inform any Loan Party of any
matter in connection with any phase of any Loan Party's business or
operations. Each Loan Party agrees, on behalf of itself and each other Loan
Party, that neither the Administrative Agent nor any Lender shall have
liability to any Loan Party (whether sounding in tort, contract or
otherwise) for losses suffered by any Loan Party in connection with, arising
out of, or in any way related to the transactions contemplated and the
relationship established by the Loan Documents, or any act, omission or
event occurring in connection therewith, unless it is determined in a final
non-appealable judgment by a court of competent jurisdiction that such
losses resulted from the gross negligence or willful misconduct of the party
from which recovery is sought. NO LENDER PARTY SHALL BE LIABLE FOR ANY
DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS
OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION
SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL ANY LENDER PARTY HAVE
ANY LIABILITY WITH RESPECT TO, AND EACH LOAN PARTY ON BEHALF OF ITSELF AND
EACH OTHER LOAN PARTY, HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR ANY
SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES
IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING
DATE). Each Loan Party acknowledges that it has been advised by counsel in
the negotiation, execution and delivery of this Agreement and the other Loan
Documents to which it is a party. No joint venture is created hereby or by
the other Loan Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Lenders or among the Loan Parties and the
Lenders.

         15.19 FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION
               -------------------------------------------
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN
THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THAT NOTHING IN THIS
                                       --------

                                     62

<PAGE>
<PAGE>

AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE ADMINISTRATIVE AGENT
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION.
EACH LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION
OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES DISTRICT
COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE. EACH LOAN PARTY FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. EACH LOAN PARTY
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY
CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

         15.20 WAIVER OF JURY TRIAL. EACH LOAN PARTY, THE ADMINISTRATIVE
               --------------------
AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT,
ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION
HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN
CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

         15.21 Reimbursement Among the Loan Parties. To the extent that any
               ------------------------------------
Loan Party shall be required to pay a portion of the Obligations, which
shall exceed the amount of loans, advances or other extensions of credit
received by any such Loan Party and all interest, costs, fees and expenses
attributable to such loans, advances or other extensions of credit, then
such Loan Party shall be reimbursed by the other Loan Parties for the amount
of such excess pro rata, based on their respective receipt of such loans,
advances and extensions of credit. This Section 15.21 is intended only to
                                        -------------
define the relative rights of the Loan Parties among the Loan Parties and
nothing set forth in this Section 15.21 is intended to or shall impair the
                          -------------
obligations of Loan Parties, jointly and severally, to pay the Obligations
to the Lenders as and when the same shall become due and payable in
accordance with the terms hereof.

         15.22 Joint and Several Liability. Except as specifically set forth
               ---------------------------
herein, the liability of each Loan Party for the Obligations in respect of
the Loans under this Agreement and the Loan Documents in general shall be
joint and several, and each reference herein to the Loan Parties shall be
deemed to refer to each such Loan Party. In furtherance and not in
limitation of each Lender's rights and remedies hereunder or at law,
Administrative Agent, on behalf of Lenders, may proceed under this Agreement
and the other Loan Documents against any one or more of the Loan Parties in
its absolute and sole discretion for any of the Obligations or any other
liability or obligation of the Loan Parties arising hereunder.

                          [signature pages follow]




                                     63

<PAGE>
<PAGE>


                    (SIGNATURE PAGE TO CREDIT AGREEMENT)

         The parties hereto have caused this Credit Agreement to be duly
executed and delivered by their duly authorized officers as of the date
first set forth above.

                                     K-V PHARMACEUTICAL COMPANY


                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------


                                     PARTICLE DYNAMICS, INC.


                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------


                                     ETHEX CORPORATION


                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------


                                     THER-Rx CORPORATION


                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------





<PAGE>
<PAGE>


              (SIGNATURE PAGE TO CREDIT AGREEMENT (CONTINUED))




                                    LASALLE BANK NATIONAL
                                    ASSOCIATION, as Administrative Agent,
                                    Issuing Lender, Arranger and a Lender


                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------






<PAGE>
<PAGE>


              (SIGNATURE PAGE TO CREDIT AGREEMENT (CONTINUED))



                                     CITIBANK, F.S.B., as Syndication Agent,
                                     Issuing Lender and a Lender

                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------


                                     CITIBANK, N.A., as Arranger


                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------








<PAGE>
<PAGE>


              (SIGNATURE PAGE TO CREDIT AGREEMENT (CONTINUED))



                                     WACHOVIA BANK, NATIONAL
                                     ASSOCIATION, as a Lender


                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------



<PAGE>
<PAGE>


              (SIGNATURE PAGE TO CREDIT AGREEMENT (CONTINUED))



                                     U.S. BANK NATIONAL ASSOCIATION, as
                                     a Lender


                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------



<PAGE>
<PAGE>


              (SIGNATURE PAGE TO CREDIT AGREEMENT (CONTINUED))



                                     JP MORGAN CHASE BANK, N.A., as a Lender


                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------



<PAGE>
<PAGE>


              (SIGNATURE PAGE TO CREDIT AGREEMENT (CONTINUED))



                                     NATIONAL CITY BANK OF THE
                                     MIDWEST, as a Lender

                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------




<PAGE>
<PAGE>


              (SIGNATURE PAGE TO CREDIT AGREEMENT (CONTINUED))



                                     BANK OF AMERICA, N.A., as a Lender


                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------




<PAGE>
<PAGE>


              (SIGNATURE PAGE TO CREDIT AGREEMENT (CONTINUED))



                                     SUNTRUST BANK, as a Lender


                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------




<PAGE>
<PAGE>


              (SIGNATURE PAGE TO CREDIT AGREEMENT (CONTINUED))




                                     FIFTH THIRD BANK, a Michigan banking
                                     corporation, as a Lender

                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------




<PAGE>
<PAGE>


              (SIGNATURE PAGE TO CREDIT AGREEMENT (CONTINUED))



                                     UMB BANK, N.A., as a Lender


                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------