<PAGE>
                                                                    Exhibit (4)a
================================================================================
================================================================================

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                   DATED AS OF
                                  MAY 11, 2004

                                      AMONG

                         AMERICAN GREETINGS CORPORATION
                 THE FOREIGN SUBSIDIARY BORROWERS PARTY HERETO,
                                  AS BORROWERS,

                     THE LENDING INSTITUTIONS NAMED HEREIN,
                                   AS LENDERS,

                               NATIONAL CITY BANK,
                  AS A LC ISSUER, SWING LINE LENDER AND AS THE
                         LEAD ARRANGER AND GLOBAL AGENT

                          KEYBANK NATIONAL ASSOCIATION,
                              AS SYNDICATION AGENT

                                       AND

                       LASALLE BANK NATIONAL ASSOCIATION,
                             AS DOCUMENTATION AGENT

                         $200,000,000 REVOLVING FACILITY

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

<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                           PAGE
<S>                                                                                        <C>
ARTICLE I.       DEFINITIONS AND TERMS...................................................    1
     Section 1.01     Certain Defined Terms..............................................    1
     Section 1.02     Computation of Time Periods........................................   31
     Section 1.03     Accounting Terms...................................................   31
     Section 1.04     Terms Generally....................................................   32
     Section 1.05     Currency Equivalents...............................................   32
ARTICLE II.      THE TERMS OF THE CREDIT FACILITY........................................   32
     Section 2.01     Establishment of the Credit Facility...............................   32
     Section 2.02     Revolving Facility.................................................   33
     Section 2.03     Canadian Sub-Facility..............................................   33
     Section 2.04     Swing Line Facility................................................   33
     Section 2.05     Revolving Facility Letters of Credit...............................   35
     Section 2.06     Canadian Letters of Credit.........................................   40
     Section 2.07     Notice of Borrowing................................................   45
     Section 2.08     Funding Obligations; Disbursement of Funds.........................   46
     Section 2.09     Adjustment of Loans and Certain Other Obligations..................   47
     Section 2.10     Evidence of Obligations............................................   50
     Section 2.11     Interest; Default Rate.............................................   50
     Section 2.12     Conversion and Continuation of Loans...............................   52
     Section 2.13     Fees...............................................................   53
     Section 2.14     Termination and Reduction of Commitments...........................   54
     Section 2.15     Payments and Prepayments of Loans..................................   55
     Section 2.16     Method and Place of Payment........................................   57
     Section 2.17     Authority of Company; Liability of Foreign Subsidiary Borrowers....   58
     Section 2.18     Eligibility and Addition/Release of Foreign Subsidiary Borrowers...   58
     Section 2.19     Collateral and Collateral Release Date.............................   59
     Section 2.20     Fixed Charge Coverage Ratio Condition..............................   60
ARTICLE III.     TAXES, INCREASED COSTS AND ILLEGALITY...................................   60
     Section 3.01     Increased Costs, Illegality, etc...................................   60
     Section 3.02     Breakage Compensation..............................................   62
     Section 3.03     Net Payments.......................................................   63
     Section 3.04     Increased Costs to LC Issuers......................................   65
     Section 3.05     Change of Lending Office; Replacement of Lenders...................   65
</TABLE>

                                      -i-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                          PAGE
<S>                                                                                       <C>
ARTICLE IV.      CONDITIONS PRECEDENT...................................................   66
     Section 4.01     Conditions Precedent at Closing Date..............................   66
     Section 4.02     Closing Date Adjustment of Commitments............................   68
     Section 4.03     Reference to and Effect on the Original Credit Agreement..........   68
     Section 4.04     Conditions Precedent to Addition of Foreign Subsidiary Borrowers..   68
     Section 4.05     Conditions Precedent to All Credit Events.........................   69
ARTICLE V.       REPRESENTATIONS AND WARRANTIES.........................................   70
     Section 5.01     Corporate Status, etc.............................................   70
     Section 5.02     Corporate Power and Authority, etc................................   70
     Section 5.03     No Violation......................................................   70
     Section 5.04     Governmental Approvals............................................   71
     Section 5.05     Litigation........................................................   71
     Section 5.06     Use of Proceeds; Margin Regulations...............................   71
     Section 5.07     Financial Statements, etc.........................................   71
     Section 5.08     Solvency..........................................................   72
     Section 5.09     No Material Adverse Change........................................   72
     Section 5.10     Tax Returns and Payments..........................................   72
     Section 5.11     Title to Properties, etc..........................................   73
     Section 5.12     Lawful Operations, etc............................................   73
     Section 5.13     Environmental Matters.............................................   73
     Section 5.14     Compliance with ERISA.............................................   74
     Section 5.15     Intellectual Property, etc........................................   74
     Section 5.16     Investment Company Act, etc.......................................   74
     Section 5.17     Insurance.........................................................   74
     Section 5.18     Burdensome Contracts; Labor Relations.............................   74
     Section 5.19     Security Interests................................................   75
     Section 5.20     True and Complete Disclosure......................................   75
     Section 5.21     Certain Material Indebtedness.....................................   75
     Section 5.22     Defaults..........................................................   76
     Section 5.23     Anti-Terrorism Law Compliance.....................................   76
ARTICLE VI.      AFFIRMATIVE COVENANTS..................................................   76
     Section 6.01     Reporting Requirements............................................   76
     Section 6.02     Books, Records and Inspections....................................   78
</TABLE>

                                      -ii-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                          PAGE
<S>                                                                                       <C>
     Section 6.03     Insurance.........................................................   79
     Section 6.04     Payment of Taxes and Claims.......................................   79
     Section 6.05     Corporate Franchises..............................................   79
     Section 6.06     Good Repair.......................................................   80
     Section 6.07     Compliance with Statutes, etc.....................................   80
     Section 6.08     Compliance with Environmental Laws................................   80
     Section 6.09     Certain Subsidiaries to Join in Subsidiary Guaranty...............   80
     Section 6.10     Additional Security; Real Estate Matters; Further Assurances......   81
     Section 6.11     Most Favored Covenant Status......................................   83
     Section 6.12     Senior Debt.......................................................   83
ARTICLE VII.     NEGATIVE COVENANTS.....................................................   83
     Section 7.01     Changes in Business...............................................   83
     Section 7.02     Consolidation, Merger, Acquisitions, Asset Sales, etc.............   83
     Section 7.03     Liens.............................................................   84
     Section 7.04     Indebtedness......................................................   85
     Section 7.05     Investments and Guaranty Obligations..............................   86
     Section 7.06     Restricted Payments...............................................   88
     Section 7.07     Financial Covenants...............................................   89
     Section 7.08     Limitation on Certain Restrictive Agreements......................   89
     Section 7.09     Amendments to Certain Documents...................................   89
     Section 7.10     Transactions with Affiliates......................................   90
     Section 7.11     Plan Terminations, Minimum Funding, etc...........................   90
     Section 7.12     Anti-Terrorism Laws...............................................   90
ARTICLE VIII.    EVENTS OF DEFAULT......................................................   90
     Section 8.01     Events of Default.................................................   90
     Section 8.02     Remedies..........................................................   92
     Section 8.03     Application of Certain Payments and Proceeds......................   93
     Section 8.04     Equalization......................................................   95
ARTICLE IX.      THE GLOBAL AGENT.......................................................   96
     Section 9.01     Appointment.......................................................   96
     Section 9.02     Delegation of Duties..............................................   97
     Section 9.03     Exculpatory Provisions............................................   97
     Section 9.04     Reliance by Global Agent..........................................   97
</TABLE>

                                      -iii-
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                  PAGE
<S>                                                                                               <C>
     Section 9.05      Notice of Default.......................................................    98
     Section 9.06      Non-Reliance............................................................    98
     Section 9.07      No Reliance on Global Agent's Customer Identification Program...........    98
     Section 9.08      USA Patriot Act.........................................................    99
     Section 9.09      Indemnification.........................................................    99
     Section 9.10      The Global Agent in Individual Capacity.................................    99
     Section 9.11      Successor Global Agent..................................................    99
     Section 9.12      Other Agents............................................................   100
ARTICLE X.        GUARANTY.....................................................................   100
     Section 10.01     Guaranty by the Company.................................................   100
     Section 10.02     Additional Undertaking..................................................   100
     Section 10.03     Guaranty Unconditional..................................................   101
     Section 10.04     Company Obligations to Remain in Effect; Restoration....................   101
     Section 10.05     Waiver of Acceptance, etc...............................................   102
     Section 10.06     Subrogation.............................................................   102
     Section 10.07     Effect of Stay..........................................................   102
ARTICLE XI.       MISCELLANEOUS................................................................   102
     Section 11.01     Payment of Expenses etc.................................................   102
     Section 11.02     Indemnification.........................................................   102
     Section 11.03     Right of Setoff.........................................................   103
     Section 11.04     Notices.................................................................   103
     Section 11.05     Successors and Assigns..................................................   104
     Section 11.06     No Waiver; Remedies Cumulative..........................................   107
     Section 11.07     Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial..   107
     Section 11.08     Counterparts............................................................   108
     Section 11.09     Integration.............................................................   108
     Section 11.10     Headings Descriptive....................................................   108
     Section 11.11     Amendment or Waiver.....................................................   108
     Section 11.12     Survival of Indemnities.................................................   110
     Section 11.13     Domicile of Loans.......................................................   110
     Section 11.14     Confidentiality.........................................................   110
     Section 11.15     Limitations on Liability of the LC Issuers..............................   111
</TABLE>

                                      -iv-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                  PAGE
     <S>                                                                                          <C>
     Section 11.16     General Limitation of Liability.........................................   111
     Section 11.17     No Duty.................................................................   112
     Section 11.18     Lenders and Agent Not Fiduciary to Borrowers, etc.......................   112
     Section 11.19     Survival of Representations and Warranties..............................   112
     Section 11.20     Severability............................................................   112
     Section 11.21     Independence of Covenants...............................................   112
     Section 11.22     Interest Rate Limitation................................................   112
     Section 11.23     Designated Senior Indebtedness..........................................   113
     Section 11.24     Judgment Currency.......................................................   113
</TABLE>

                                      -v-
<PAGE>

         THIS AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May
11, 2004 among the following: (i) AMERICAN GREETINGS CORPORATION, an Ohio
corporation (the "Company"); (ii) the Foreign Subsidiary Borrowers (as
hereinafter defined) from time to time party hereto; (iii) the lenders from time
to time party hereto (each a "Lender" and collectively, the "Lenders"); (iv)
NATIONAL CITY BANK, as the lead arranger, sole bookrunner and global
administrative agent (the "Global Agent"), as the Swing Line Lender and a LC
Issuer (each term as hereafter defined); (v) NATIONAL CITY BANK, as the
Collateral Agent (as hereinafter defined); (vi) KEYBANK NATIONAL ASSOCIATION, as
syndication agent (the "Syndication Agent"); and (vii) LASALLE BANK NATIONAL
ASSOCIATION, as documentation agent (the "Documentation Agent").

                                    RECITALS:

      A. The Company, the Global Agent and certain lenders (the "Original
Lenders") are parties to the Credit Agreement dated as of August 7, 2001 (as
amended, the "Original Credit Agreement").

      B. The Company has requested that the Original Credit Agreement be amended
and restated to make certain modifications thereto.

      C. The Global Agent and the Lenders are willing to amend and restate the
Original Credit Agreement, upon the terms and subject to the conditions set
forth herein.

                                   AGREEMENT:

      In consideration of the premises and mutual agreements contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each of the parties hereto, the parties hereto
agree that on the Closing Date (as hereinafter defined) the Original Credit
Agreement shall be amended and restated in its entirety as follows:

                                   ARTICLE I.

                              DEFINITIONS AND TERMS

      Section 1.01 Certain Defined Terms. As used herein, the following terms
shall have the meanings herein specified unless the context otherwise requires:

      "Acceptance Fee" means the fee payable in C$ to each Canadian Lender in
respect of BA Equivalent Loans computed in accordance with Section 2.13(b).

      "Acquisition" means any transaction or series of related transactions for
the purpose of or resulting, directly or indirectly, in (i) the acquisition of
all or substantially all of the assets of any Person, or any business or
division of any Person (other than the purchase of Receivables Related Assets by
the Receivables Subsidiary from AGSC in connection with the Permitted
Receivables Facility), (ii) the acquisition of in excess of 50% of the stock (or
other equity interest) of any Person, or (iii) the acquisition of another Person
by a merger or consolidation or any other combination with such Person.

      "Additional Security Document" has the meaning provided in Section
6.10(a).

      "Adjusted Commitment Percentage" means, at any time for any Lender, the
percentage obtained by dividing such Lender's Unutilized Commitment at such time
by the Unutilized Total Commitment at such time.

<PAGE>

      "Adjusted Eurodollar Rate" means with respect to each Interest Period for
a Eurodollar Loan, (i) the rate per annum equal to the offered rate appearing on
the applicable electronic page of Reuters (or on the appropriate page of any
successor to or substitute for such service, or, if such rate is not available,
on the appropriate page of any generally recognized financial information
service, as selected by the Global Agent from time to time) that displays an
average British Bankers Association Interest Settlement Rate at approximately
11:00 A.M. (London time) two Business Days prior to the commencement of such
Interest Period, for U.S. Dollar deposits with a maturity comparable to such
Interest Period, divided (and rounded to the nearest 1/16 of 1%) by (ii) a
percentage equal to 100% minus the then stated maximum rate of all reserve
requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves and without benefit of credits for
proration, exceptions or offsets that may be available from time to time)
applicable to any member bank of the Federal Reserve System in respect of
Eurocurrency liabilities as defined in Regulation D (or any successor category
of liabilities under Regulation D); provided, however, that in the event that
the rate referred to in clause (i) above is not available at any such time for
any reason, then the rate referred to in clause (i) shall instead be the average
(rounded to the nearest 1/16 of 1%) of the rates, as determined by the Global
Agent, at which U.S. Dollar deposits are offered to the Reference Banks by prime
banks in the London interbank market at approximately 11:00 A.M. (London time),
two Business Days prior to the commencement of such Interest Period, for
contracts that would be entered into at the commencement of such Interest Period
for the same duration as such Interest Period.

      "Adjusted Foreign Currency Rate" means with respect to each Interest
Period for any Foreign Currency Loan, (i) the rate per annum equal to the
offered rate appearing on the applicable electronic page of Reuters (or on the
appropriate page of any successor to or substitute for such service, or, if such
rate is not available, on the appropriate page of any generally recognized
financial information service, as selected by the Global Agent from time to
time) that displays an average British Bankers Acceptance Interest Settlement
Rate at approximately 11:00 A.M. (London time) two Business Days prior to the
commencement of such Interest Period for deposits in the applicable Designated
Foreign Currency with a maturity comparable to such Interest Period, divided
(and rounded to the nearest 1/16 of 1%) by (ii) a percentage equal to 100% minus
the then stated maximum rate of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other reserves and
without benefit of credits for proration, exceptions or offsets that may be
available from time to time) applicable to any member bank of the Federal
Reserve System in respect of Eurocurrency liabilities as defined in Regulation D
(or any successor category of liabilities under Regulation D); provided,
however, that in the event that the rate referred to in clause (i) above is not
available at any such time for any reason, then the rate referred to in clause
(i) shall instead be the average (rounded to the nearest 1/16 of 1%) of the
rates, as determined by the Global Agent, at which deposits in the applicable
Designated Foreign Currency are offered to the Reference Banks by prime banks in
the London interbank market at approximately 11:00 A.M. (London time), two
Business Days prior to the commencement of such Interest Period, for contracts
that would be entered into at the commencement of such Interest Period for the
same duration as such Interest Period.

      "Adjustment Date" means any day prior to the Equalization Date that any of
the following occur: (i) the date of any Borrowing (either before or
simultaneously with such Borrowing), (ii) the date any payment is made with
respect to any Loan (whether by a Borrower or from the application of the
proceeds of any of the Collateral or otherwise), (iii) any Purchase Date with
respect to any Swing Loan Participation, (iv) the date any Revolving Facility LC
Participation is funded pursuant to Section 2.05(i)(iii) or any Canadian LC
Participation is funded pursuant to Section 2.06(h)(iii), (v) the date any
Letter of Credit expires undrawn or is drawn and the amount so drawn is
reimbursed by the applicable LC Obligor in accordance with this Agreement, or
(vi) any other date selected by the Global Agent in its discretion.

                                      2

<PAGE>

      "Affiliate" means, with respect to any Person, any other Person directly
or indirectly controlling, controlled by, or under direct or indirect common
control with such Person, or, in the case of any Lender that is an investment
fund, the investment advisor thereof and any investment fund having the same
investment advisor. A Person shall be deemed to control a second Person if such
first Person possesses, directly or indirectly, the power (i) to vote 10% or
more of the securities having ordinary voting power for the election of
directors or managers of such second Person or (ii) to direct or cause the
direction of the management and policies of such second Person, whether through
the ownership of voting securities, by contract or otherwise. Notwithstanding
the foregoing, neither the Global Agent nor any Lender shall in any event be
considered an Affiliate of the Company or any of its Subsidiaries.

      "Aggregate Canadian Sub-Facility Exposure" means, at any time, the sum of
(i) the Dollar Equivalent of the principal amounts of all Canadian Revolving
Loans outstanding at such time, and (ii) the amount of the Canadian LC
Outstandings at such time.

      "Aggregate Credit Facility Exposure" means, at any time, the sum of (i)
the Aggregate Revolving Facility Exposure at such time, and (ii) the Aggregate
Canadian Sub-Facility Exposure at such time.

      "Aggregate Permitted Acquisition Amount" has the meaning provided in
Schedule 2 hereto.

      "Aggregate Revolving Facility Exposure" means, at any time, the sum of (i)
the Dollar Equivalent of the principal amounts of all Revolving Loans made by
all Lenders and outstanding at such time, (ii) the amount of the Revolving
Facility LC Outstandings at such time, and (iii) the principal amount of Swing
Loans outstanding at such time.

      "Agreement" means this Credit Agreement, as the same may be from time to
time further modified, amended, restated or supplemented.

      "AGSC" means American Greetings Service Corp.

      "AGSC Note" means the Subordinated Promissory Note, dated as of August 7,
2001, by the Company to AGSC, as the same may, with the prior written consent of
the Global Agent, from time to time be amended, restated or otherwise modified.

      "Anti-Terrorism Law" means the USA Patriot Act or any other law pertaining
to the prevention of future acts of terrorism, in each case as such law may be
amended from time to time.

      "Applicable BA Discount Rate" means, with respect to each Interest Period
for any BA Equivalent Loan, (i) with respect to any Schedule I Canadian Lender,
the CDOR Rate in effect on the date such BA Equivalent Loan is to be made, and
(ii) with respect to any Schedule II/III Canadian Lender, the rate that is 0.10%
per annum in excess of the rate determined pursuant to clause (i) of this
definition in connection with the relevant BA Equivalent Loan.

      "Applicable Facility Fee Rate" means, on any date of determination, the
number of basis points that is determined, based upon the S&P Rating or the
Moody's Rating (whichever is higher, but subject to the proviso set forth
below), as follows:

<TABLE>
<CAPTION>

 S&P RATING                   MOODY'S RATING        APPLICABLE MARGIN
 ----------                   --------------        -----------------
<S>                       <C>                       <C>
A- or higher              A3 or higher              10.00 basis points
BBB+                      Baa1                      15.00 basis points
</TABLE>

                                       3

<PAGE>

<TABLE>
<S>                       <C>                       <C>
BBB                       Baa2                      20.00 basis points
BBB-                      Baa3                      25.00 basis points
BB+ or lower or unrated   Ba1 or lower or unrated   30.00 basis points
</TABLE>

Changes to the Applicable Facility Fee Rate shall be immediately effective upon
any change in the Moody's Rating or the S&P Rating, as applicable; provided,
however, that (i) if, at any time, there shall be a Split Rating of one level,
then the Applicable Facility Fee Rate then in effect shall be based upon the
higher of the Moody's Rating or the S&P Rating, (ii) if, at any time, there
shall be a Split Rating of two levels or more, then the Applicable Facility Fee
Rate then in effect shall be based upon the rating level that is one level above
the lowest rating level, (iii) if, at any time, either the Moody's Rating or the
S&P Rating is not available, then the Applicable Facility Fee Rate then in
effect shall be based upon the rating that is available, and (iv) if neither the
Moody's Rating nor the S&P Rating is available, then the Applicable Facility Fee
Rate then in effect shall be based upon the lowest ratings level set forth in
the above matrix. The above matrix does not modify or waive, in any respect, the
rights of the Global Agent and the Lenders to charge any default rate of
interest or any of the other rights and remedies of the Global Agent and the
Lenders hereunder. Based on the S&P Rating and the Moody's Rating as of the
Closing Date, the Applicable Facility Fee Rate as of the Closing Date is 25
basis points.

      "Applicable Margin" means, on any date of determination, the number of
basis points that is determined, based upon the S&P Rating or the Moody's Rating
(whichever is higher, but subject to the proviso set forth below), as follows:

<TABLE>
<CAPTION>
     S&P RATING               MOODY'S RATING         APPLICABLE MARGIN
     ----------               --------------         -----------------
<S>                       <C>                       <C>
A- or higher              A3 or higher               50.00 basis points
BBB+                      Baa1                       70.00 basis points
BBB                       Baa2                       90.00 basis points
BBB-                      Baa3                      100.00 basis points
BB+ or lower or unrated   Ba1 or lower or unrated   150.00 basis points
</TABLE>

Changes to the Applicable Margin shall be immediately effective upon any change
in the Moody's Rating or the S&P Rating, as applicable; provided, however, that
(i) if, at any time, there shall be a Split Rating of one level, then the
Applicable Margin then in effect shall be based upon the higher of the Moody's
Rating or the S&P Rating, (ii) if, at any time, there shall be a Split Rating of
two levels or more, then the Applicable Margin then in effect shall be based
upon the rating level that is one level above the lowest rating level, (iii) if,
at any time, either the Moody's Rating or the S&P Rating is not available, then
the Applicable Margin then in effect shall be based upon the rating that is
available, and (iv) if neither the Moody's Rating nor the S&P Rating is
available, then the Applicable Margin then in effect shall be based upon the
lowest ratings level set forth in the above matrix. The above matrix does not
modify or waive, in any respect, the rights of the Global Agent and the Lenders
to charge any default rate of interest or any of the other rights and remedies
of the Global Agent and the Lenders hereunder. Based on the S&P Rating and the
Moody's Rating as of the Closing Date, the Applicable Margin as of the Closing
Date is 100 basis points.

      "Approved Bank" has the meaning provided in subpart (ii) of the definition
of "Cash Equivalents."

                                       4

<PAGE>

      "Approved Fund" means a fund that is engaged in making, purchasing,
holding or otherwise investing in bank loans and similar extensions of credit
and that is administered or managed by a Lender or an Affiliate of a Lender.

      "Asset Sale" means the sale, lease, transfer or other disposition
(including by means of Sale and Lease-Back Transactions, and by means of
mergers, consolidations, and liquidations of a corporation, partnership or
limited liability company of the interests therein of the Company or any
Subsidiary) by the Company or any Subsidiary to any Person of any of the
Company's or such Subsidiary's respective assets, provided that the term Asset
Sale specifically excludes (i) any sales, transfers or other dispositions of
inventory, or obsolete or excess furniture, fixtures, equipment or other
property, real or personal, tangible or intangible, in each case in the ordinary
course of business, and (ii) the actual or constructive total loss of any
property or the use thereof resulting from destruction, damage beyond repair, or
the rendition of such property permanently unfit for normal use from any
casualty or similar occurrence whatsoever.

      "Assignment Agreement" means an Assignment Agreement substantially in the
form of Exhibit G hereto.

      "Authorized Officer" means (i) with respect to the Company, any of the
following officers: the Chairman, the President, the Chief Executive Officer,
the Chief Financial Officer, the Treasurer, the Assistant Treasurer or the
Controller, and (ii) with respect to any Subsidiary of the Company, the
President, any Vice President, the Chief Financial Officer or the Treasurer of
such Subsidiary or such other Person as is authorized in writing to act on
behalf of such Subsidiary and is acceptable to the Global Agent. Unless
otherwise qualified, all references herein to an Authorized Officer shall refer
to an Authorized Officer of the Company.

      "BA Discount Proceeds" means, with respect to any BA Equivalent Loan to be
made by a Canadian Lender on any day, an amount (rounded to the nearest whole
Canadian cent, and with one-half of one Canadian cent being rounded up)
calculated on such day by dividing:

      (a) the principal amount of such BA Equivalent Loan; by

      (b) the sum of one plus the product of:

            (A) the Applicable BA Discount Rate (expressed as a decimal)
            applicable to such BA Equivalent Loan; and

            (B) a fraction, the numerator of which is the number of days
            remaining in the term of such BA Equivalent Loan and the denominator
            of which is 365; with such product being rounded up or down to the
            fifth decimal place and .000005 being rounded up.

      "BA Equivalent Loan" means each Canadian Revolving Loan bearing interest
at a rate based upon the Applicable BA Discount Rate.

      "BA Equivalent Note" means a promissory note executed by the Canadian
Borrowers to evidence the Canadian Revolving Loans that are BA Equivalent Loans
substantially in the form of Exhibit A-2 hereto.

      "Bankruptcy Code" means Title 11 of the United States Code entitled
"Bankruptcy," as now or hereafter in effect, or any successor thereto, as
hereafter amended.

                                       5

<PAGE>

      "Base Rate" means, for any day, a fluctuating interest rate per annum as
shall be in effect from time to time which rate per annum shall at all times be
equal to the greater of (i) the rate of interest established by National City
Bank in Cleveland, Ohio, from time to time, as its "prime rate," whether or not
publicly announced, which interest rate may or may not be the lowest rate
charged by it for commercial loans or other extensions of credit; and (ii) the
Federal Funds Effective Rate in effect from time to time, determined one
Business Day in arrears, plus 1/2 of 1% per annum.

      "Base Rate Loan" means a Canadian Base Rate Loan or US Base Rate Loan.

      "Benefited Creditors" means, with respect to the Company's Guaranty
Obligations pursuant to Article X, each of the Global Agent, the Lenders, each
LC Issuer and the Swing Line Lender and each Designated Hedge Creditor, and the
respective successors and assigns of each of the foregoing.

      "Borrower" means the Company or any Foreign Subsidiary Borrower.

      "Borrowers" means, collectively, the Company and all of the Foreign
Subsidiary Borrowers.

      "Borrowing" means a Revolving Borrowing, a Canadian Borrowing, or the
incurrence of a Swing Loan.

      "Business Day" means (i) any day other than Saturday, Sunday or any other
day on which commercial banks in Cleveland, Ohio are authorized or required by
law to close and (ii) with respect to any matters relating to (A) Eurodollar
Loans, any day on which dealings in U.S. dollars are carried on in the London
interbank market, (B) Canadian Revolving Loans or Canadian LC Issuances, any day
other than a day on which commercial banks in Toronto, Ontario are authorized or
required by law to close, and (C) Foreign Currency Loans or Revolving Facility
LC Issuances in a Designated Foreign Currency, any day on which commercial banks
are open for international business (including the clearing of currency
transfers in the relevant Designated Foreign Currency) in the principal
financial center of the home country of the applicable Designated Foreign
Currency.

      "Canadian Administrative Branch" means, with respect to the Global Agent
in its capacity as such, National City Bank, Canada Branch acting as the
sub-agent of the Global Agent in accordance with the terms of this Agreement or
such other branch or affiliate of the Global Agent as the Global Agent shall
have designated in writing to the Borrowers and the Lenders.

      "Canadian Base Rate" means, for any day, with respect to a Canadian Base
Rate Loan, the greater of (i) the annual rate of interest established from time
to time by the Canadian Administrative Branch of the Global Agent as its
reference rate then in effect for determining interest rates on Canadian Dollar
denominated commercial loans in Canada, and (ii) the annual rate of interest
equal to the sum of (A) the CDOR Rate on that day for bankers' acceptances
issued on that day with a term to maturity of one month and (B) 0.50% per annum.
Any change in the reference rate announced by the Canadian Administrative Branch
of the Global Agent shall take effect at the opening of business on the day
specified in the public announcement of such change.

      "Canadian Base Rate Loan" means each Canadian Revolving Loan bearing
interest at a rate based upon the Canadian Base Rate in effect from time to
time.

      "Canadian Base Rate Note" means a promissory note executed by the Canadian
Borrowers to evidence the Canadian Revolving Loans that are Canadian Base Rate
Loans substantially in the form of Exhibit A-3 hereto.

                                       6

<PAGE>

      "Canadian Borrower" means any Foreign Subsidiary organized under the laws
of Canada or any province thereof that becomes a Canadian Borrower pursuant to
Section 2.18; provided, however, that a Foreign Revolving Facility Borrower
shall not be eligible to be a Canadian Borrower hereunder.

      "Canadian Borrowing" means the incurrence of Canadian Revolving Loans
consisting of one Type of Canadian Revolving Loan by the Canadian Borrowers from
all of the Canadian Lenders on a given date (or resulting from Conversions or
Continuations on a given date), having, in the case of any Fixed Rate Loans, the
same Interest Period.

      "Canadian Commitment" means, with respect to each Canadian Lender, the
amount, if any, set forth opposite such Canadian Lender's name in Schedule 1
hereto as its "Canadian Sub-Facility Commitment" as the same may be reduced from
time to time pursuant to Section 2.14(c) and as adjusted from time to time as a
result of assignments to or from such Lender pursuant to Section 11.05.

      "Canadian Commitment Percentage" means, at any time for any Canadian
Lender, the percentage obtained by dividing such Canadian Lender's Canadian
Commitment by the Total Canadian Commitment; provided, however, that if the
Total Canadian Commitment has been terminated, the Canadian Commitment
Percentage for each Canadian Lender shall be determined by dividing such
Canadian Lender's Canadian Commitment immediately prior to such termination by
the Total Canadian Commitment in effect immediately prior to such termination.
The Canadian Commitment Percentage of each Canadian Lender as of the Closing
Date is set forth on Schedule 1 hereto.

      "Canadian Dollars" or "C$" means the lawful currency of Canada.

      "Canadian LC Commitment Amount" means, at any time, the amount of the
Total Canadian Commitment.

      "Canadian LC Issuance" means the issuance of any Canadian Letter of Credit
by a LC Issuer for the account of a Canadian Borrower in accordance with the
terms of this Agreement and shall include any amendment thereto that increases
the Stated Amount thereof or extends the expiry date of such Canadian Letter of
Credit.

      "Canadian LC Outstandings" means, at any time, the sum, without
duplication, of (i) the Dollar Equivalent of the aggregate Stated Amount of all
outstanding Canadian Letters of Credit and (ii) the Dollar Equivalent of the
aggregate amount of all Unpaid Drawings with respect to Canadian Letters of
Credit.

      "Canadian LC Participant" has the meaning provided in Section 2.06(h)(i).

      "Canadian LC Participation" has the meaning provided in Section
2.06(h)(i).

      "Canadian LC Request" has the meaning provided in Section 2.06(b).

      "Canadian Lender" means each Lender that has a Canadian Commitment or, if
applicable, the Canadian Lending Installation of any Lender that has a Canadian
Commitment; provided, however, that (i) if a Canadian Commitment is being
provided by a Canadian Lending Installation of any Lender, then, except as
specifically set forth in this Agreement, such Lender and its Canadian Lending
Installation shall constitute a single "Lender" under this Agreement and the
other Loan Documents, provided that, notwithstanding the foregoing, to the
extent a Canadian Commitment is being provided by a Canadian Lending
Installation of any Lender, each such Canadian Lending Installation shall be
entitled to all of the benefits, indemnifications and protections set forth in
this Agreement or any other Loan Document,

                                       7

<PAGE>

including, but not limited to, those set forth in Article III, Section 11.01 and
Section 11.02, and (ii) no Lender, and no Canadian Lending Installation of any
Lender, may be or become a Canadian Lender hereunder unless such Lender or the
Canadian Lending Installation of such Lender, as the case may be, is a resident
of Canada within the meaning of the Income Tax Act (Canada) for the purposes of
the withholding tax provisions in Part XIII of the Income Tax Act (Canada).

      "Canadian Lending Installation" means, with respect to any Lender, any
office, branch, subsidiary or Affiliate of such Lender that is designated in
writing by such Lender to the Global Agent as being responsible for funding or
maintaining a Canadian Commitment.

      "Canadian Letter of Credit" means any Standby Letter of Credit or
Commercial Letter of Credit issued by a LC Issuer under this Agreement pursuant
to Section 2.06 for the account of any Canadian Borrower.

      "Canadian Obligations" means all amounts, indemnities and reimbursement
obligations, direct or indirect, contingent or absolute, of every type or
description, and at any time existing, owing by the Canadian Borrowers to the
Global Agent, any Canadian Lender or each LC Issuer pursuant to the terms of
this Agreement or any other Loan Document (including, but not limited to,
interest and fees that accrue after the commencement by or against any Credit
Party of any insolvency proceeding, regardless of whether such interest and fees
are allowed claims in such proceeding).

      "Canadian Payment Office" means, with respect to all matters relating to
the making and repayment of Canadian Loans, and all interest thereon, the office
of the Canadian Administrative Branch of the Global Agent at 130 King Street
West, Suite 2140, Toronto, Ontario, Canada M5X 1E4, Attention: Caroline Stade
(facsimile: (416) 361-0085) or such other office(s), as the Global Agent may
designate to the Borrowers in writing from time to time.

      "Canadian Revolving Loan" means, with respect to each Canadian Lender, any
Loan made by such Canadian Lender pursuant to Section 2.03 hereof.

      "Canadian Sub-Facility" means the credit facility established under
Section 2.03 hereof pursuant to the Canadian Commitment of each Canadian Lender;
provided, however, that the Canadian Sub-Facility shall not be available unless
and until such date, if any, that a Canadian Borrower has become a Foreign
Subsidiary Borrower under this Agreement in accordance with Section 2.18.

      "Canadian Sub-Facility Exposure" means, for any Canadian Lender at any
time, the Dollar Equivalent of (i) the principal amount of Canadian Revolving
Loans made by such Canadian Lender and outstanding at such time, and (ii) such
Canadian Lender's share of the Canadian LC Outstandings at such time.

      "Canadian Sub-Facility Note" means a BA Equivalent Note or a Canadian Base
Rate Note.

      "Capital Distribution" means a payment made, liability incurred or other
consideration given for the purchase, acquisition, repurchase, redemption or
retirement of any capital stock or other equity interest of the Company or any
of its Subsidiaries or as a dividend, return of capital or other distribution in
respect of the Company or such Subsidiary's capital stock or other equity
interest.

      "Capital Lease" as applied to any Person means any lease of any property
(whether real, personal or mixed) by that Person as lessee that, in conformity
with GAAP, is accounted for as a capital lease on the balance sheet of that
Person.

                                       8

<PAGE>

      "Capitalized Lease Obligations" means all obligations under Capital Leases
of the Company or any of its Subsidiaries, without duplication, in each case
taken at the amount thereof accounted for as liabilities identified as "capital
lease obligations" (or any similar words) on a consolidated balance sheet of the
Company and its Subsidiaries prepared in accordance with GAAP.

      "Cash Dividend" means a Capital Distribution of the Company payable in
cash to the shareholders of the Company with respect to any class or series of
stock of the Company.

      "Cash Equivalents" means any of the following:

            (i) securities issued or directly and fully guaranteed or insured by
      the United States of America or any agency or instrumentality thereof
      (provided that the full faith and credit of the United States of America
      is pledged in support thereof) having maturities of not more than one year
      from the date of acquisition;

            (ii) U.S. dollar denominated time deposits, certificates of deposit
      and bankers' acceptances of (x) any Lender, (y) any domestic commercial
      bank of recognized standing having capital and surplus in excess of
      $500,000,000 or (z) any bank (or the parent company of such bank) whose
      short-term commercial paper rating from S&P is at least A-1, A-2 or the
      equivalent thereof or from Moody's is at least P-1, P-2 or the equivalent
      thereof (any such bank, an "Approved Bank"), in each case with maturities
      of not more than six months from the date of acquisition;

            (iii) commercial paper issued by any Lender or Approved Bank or by
      the parent company of any Lender or Approved Bank and commercial paper
      issued by, or guaranteed by, any industrial or financial company with a
      short-term commercial paper rating of at least A-1 or the equivalent
      thereof by S&P or at least P-1 or the equivalent thereof by Moody's, or
      guaranteed by any industrial company with a long-term unsecured debt
      rating of at least A or A2, or the equivalent of each thereof, from S&P or
      Moody's, as the case may be, and in each case maturing within 180 days
      after the date of acquisition;

            (iv) fully collateralized repurchase agreements entered into with
      any Lender or Approved Bank having a term of not more than 30 days and
      covering securities described in clause (i) above;

            (v) investments in money market funds substantially all the assets
      of which are comprised of securities of the types described in clauses (i)
      through (iv) above;

            (vi) investments in money market funds access to which is provided
      as part of "sweep" accounts maintained with a Lender or an Approved Bank;

            (vii) investments in industrial development revenue bonds that (A)
      "re-set" interest rates not less frequently than quarterly, (B) are
      entitled to the benefit of a remarketing arrangement with an established
      broker dealer, and (C) are supported by a direct pay letter of credit
      covering principal and accrued interest that is issued by an Approved
      Bank;

            (viii) investments in pooled funds or investment accounts consisting
      of investments of the nature described in the foregoing clause (vii); and

            (ix) investments in auction rate securities that (A) are money
      market or debt instruments with a long term nominal maturity issued by a
      municipality or mutual fund company

                                       9

<PAGE>

      or other similar entity, (B) re-set interest through a "dutch auction"
      process, and (C) are rated AAA or AA by S&P or the equivalent rating by
      Moody's.

      "CDOR Rate" means, for any day, the stated average of the rates applicable
to C$ bankers' acceptances for a term comparable to that for which such rate is
being determined (which, in the case of a BA Equivalent Loan, shall be the
Interest Period applicable thereto) and appearing as at 10:00 A.M. (Toronto,
Ontario time) on the "Reuters Screen CDOR Page" on such date, or if such date is
not a Business Day, then on the immediately preceding Business Day; provided,
however, that if no such rate appears on the Reuters Screen CDOR Page as
contemplated, then the CDOR Rate on any date shall be calculated as the
arithmetic mean of the discount rates (calculated on an annual basis) for an
amount comparable to that for which such rate is being determined and for the
term referred to above applicable to C$ bankers' acceptances quoted by the
Schedule I Reference Canadian Lenders as of 10:00 A.M., Toronto time, on such
date or, if such date is not a Business Day, then on the immediately preceding
Business Day.

      "CERCLA" means the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as the same may be amended from time to time, 42 U.S.C.
Section 9601 et seq.

      "Change in Control" means (i) the acquisition of, or, if earlier, the
shareholder or director approval of the acquisition of, ownership or voting
control, directly or indirectly, beneficially or of record, on or after the
Closing Date, by any Person or group (within the meaning of Rule 13d-3 of the
SEC under the 1934 Act, as then in effect), of shares representing more than 33%
of the aggregate ordinary Voting Power represented by the issued and outstanding
capital stock of the Company; provided, however, that the foregoing restriction
shall not apply to the Permitted Holders so long as the acquisition by the
Permitted Holders of such Voting Power shall not result, directly or indirectly,
in a "going private transaction" within the meaning of the 1934 Act; (ii) the
occupation of a majority of the seats (other than vacant seats) on the board of
directors of the Company by Persons who were neither (A) nominated by the Board
of Directors of the Company nor (B) appointed by directors so nominated; or
(iii) the occurrence of a change in control, or other similar provision, under
or with respect to any Material Indebtedness.

      "Charges" has the meaning provided in Section 11.22(a).

      "CIP Regulations" has the meaning provided in Section 9.07.

      "Claims" has the meaning set forth in the definition of "Environmental
Claims."

      "Closing Date" means the date upon which the conditions specified in
Section 4.01 are satisfied.

      "Closing Fee Letter" means the Closing Fee Letter dated as of the Closing
Date between the Company and the Global Agent, for the benefit of the Lenders.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated and the rulings issued thereunder. Section
references to the Code are to the Code, as in effect at the Closing Date and any
subsequent provisions of the Code, amendatory thereof, supplemental thereto or
substituted therefor.

      "Collateral" means any collateral covered by any Security Document.

      "Collateral Agent" means National City Bank in its capacity as collateral
agent under the Security Documents, together with any successor collateral agent
appointed pursuant to Section 9.22 of the Security Agreement.

                                       10

<PAGE>

      "Collateral Release Date" has the meaning provided in Section 2.19.

      "Commercial Letter of Credit" means any letter of credit or similar
instrument issued for the purpose of providing the primary payment mechanism in
connection with the purchase of materials, goods or services in the ordinary
course of business.

      "Commitment" means (i) with respect to each Lender, its obligation to make
Revolving Loans and participate in Revolving Facility LC Issuances under the
Revolving Facility pursuant to its Revolving Commitment, (ii) the obligation of
each Canadian Lender to make Canadian Revolving Loans and participate in
Canadian LC Issuances under the Canadian Sub-Facility pursuant to its Canadian
Commitment, (iii) with respect to the Swing Line Lender, its obligations to make
Swing Loans under the Swing Line Facility pursuant to its Swing Line Commitment,
and (iv) with respect to each LC Issuer, its obligation to issue Letters of
Credit under and in accordance with the terms of this Agreement.

      "Commodities Hedge Agreement" means a commodities contract purchased by
the Company or any of its Subsidiaries in the ordinary course of business, and
not for speculative purposes, with respect to paper or other raw materials
necessary to the manufacturing or production of goods in connection with the
business of the Company and its Subsidiaries.

      "Company" has the meaning provided in the first paragraph of this
Agreement.

      "Company Guaranteed Obligations" has the meaning provided in Section
10.01.

      "Compliance Certificate" has the meaning provided in Section 6.01(c).

      "Confidential Information" has the meaning provided in Section 11.14(b).

      "Consent Solicitation Documents" means the Offer to Purchase and Consent
Solicitation Statement of the Company dated April 14, 2004, relating to the
notes issued pursuant to the Subordinated Indenture, together with any
modifications to such Consent Solicitation Documents, so long as such
modifications are reasonably acceptable to the Global Agent.

      "Consideration" means, in connection with an Acquisition, the aggregate
consideration paid, including borrowed funds, cash, the issuance of securities
or notes, the assumption or incurring of liabilities (direct or contingent), the
payment of consulting fees (excluding any fees payable to any investment banker
in connection with such Acquisition) or fees for a covenant not to compete and
any other consideration paid for the purchase.

      "Consolidated Depreciation and Amortization Expense" means, for any
period, all depreciation and amortization expenses of the Company and its
Subsidiaries, all as determined for the Company and its Subsidiaries on a
consolidated basis in accordance with GAAP.

      "Consolidated EBITDA" means, for any period, Consolidated Net Income for
such period; plus (i) the sum of the amounts for such period included in
determining such Consolidated Net Income of (A) Consolidated Interest Expense,
(B) Consolidated Income Tax Expense, (C) Consolidated Depreciation and
Amortization Expense, and (D) extraordinary non-cash losses and charges and
other non-recurring non-cash losses and charges; less (ii) gains on sales of
assets and other extraordinary gains and other non-recurring non-cash gains in
excess, for any such gain, of $5,000,000; all as determined for the Company and
its Subsidiaries on a consolidated basis in accordance with GAAP; provided,
however, that Consolidated EBITDA for any Testing Period shall (x) include the
EBITDA for any Person or business unit that has been acquired by the Company or
any of its Subsidiaries for any portion of such

                                       11

<PAGE>

Testing Period prior to the date of acquisition, so long as such EBITDA has been
verified by appropriate audited financial statements or other financial
statements acceptable to the Global Agent and (y) exclude the EBITDA for any
Person or business unit that has been disposed of by the Company or any of its
Subsidiaries, for the portion of such Testing Period prior to the date of
disposition.

      "Consolidated Income Tax Expense" means, for any period, all provisions
for taxes based on the net income of the Company or any of its Subsidiaries
(including, without limitation, any additions to such taxes, and any penalties
and interest with respect thereto), all as determined for the Company and its
Subsidiaries on a consolidated basis in accordance with GAAP.

      "Consolidated Interest Expense" means, for any period, total interest
expense (including, without limitation, that which is capitalized and that which
is attributable to the Permitted Receivables Facility, Capital Leases or
Synthetic Leases) of the Company and its Subsidiaries on a consolidated basis
with respect to all outstanding Indebtedness of the Company and its
Subsidiaries; provided, however, that Consolidated Interest Expense shall
exclude premiums, write-offs of original issue discount and deferred financing
costs, and transactional expenses associated with Permitted Subordinated Note
Repurchases made pursuant to Section 7.06(e) and as permitted under the Original
Credit Agreement.

      "Consolidated Net Income" means for any period, the net income (or loss)
of the Company and its Subsidiaries on a consolidated basis for such period
taken as a single accounting period determined in conformity with GAAP.

      "Consolidated Net Worth" means, at any time for the determination thereof,
all amounts that, in conformity with GAAP, would be included under the caption
"total stockholders' equity" (or any like caption) on a consolidated balance
sheet of the Company as at such time.

      "Consolidated Total Debt" means the sum (without duplication) of all
Indebtedness of the Company and of its Subsidiaries, all as determined on a
consolidated basis; provided, however, that Consolidated Total Debt shall not
include any Indebtedness of the Company or any of its Subsidiaries under any
Hedge Agreement.

      "Continue," "Continuation" and "Continued" each refers to a continuation
of a Fixed Rate Loan for an additional Interest Period as provided in Section
2.12.

      "Convert," "Conversion" and "Converted" each refers to a conversion of
Loans of one Type into Loans of another Type.

      "Credit Event" means the making of any Borrowing, any Conversion or
Continuation or any LC Issuance.

      "Credit Facility" means the credit facility established under this
Agreement pursuant to the Commitments of the Lenders.

      "Credit Facility Availability Period" means the period from the Closing
Date until the Credit Facility Termination Date.

      "Credit Facility Exposure" means, for any Lender at any time, the Dollar
Equivalent of the sum of (i) such Lender's Revolving Facility Exposure at such
time, and (ii) if such Lender is a Canadian Lender (whether directly or by its
Canadian Lending Installation), such Canadian Lender's Canadian Sub-Facility
Exposure at such time.

                                       12

<PAGE>

      "Credit Facility Termination Date" means the earlier of (i) May 10, 2008,
and (ii) the date that the Commitments have been terminated pursuant to Section
8.02.

      "Credit Party" means any Domestic Credit Party or Foreign Credit Party.

      "Default" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

      "Default Rate" means, for any day, a rate per annum equal to (i) the Base
Rate (or if the Default Rate is being determined in connection with a Canadian
Revolving Loan, the Canadian Base Rate) in effect on such day, plus (ii) the
Applicable Margin in effect on such day, plus (iii) 2%.

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

      "Designated Foreign Currency" means Euros, Canadian Dollars, British
pounds, Australian dollars, New Zealand dollars, Hong Kong dollars, Mexican
pesos or any other currency (other than Dollars) approved in writing by each of
the Lenders and that is freely traded and exchangeable into Dollars.

      "Designated Hedge Agreement" means any Hedge Agreement (other than a
Commodities Hedge Agreement) to which the Company or any of its Subsidiaries is
a party and as to which a Lender or any of its Affiliates is a counterparty
that, pursuant to a written instrument signed by the Global Agent, has been
designated as a Designated Hedge Agreement so that the Company's or such
Subsidiary's counterparty's credit exposure thereunder will be entitled to share
in the benefits of the Subsidiary Guaranty and the Security Documents to the
extent the Subsidiary Guaranty and such Security Documents provide guarantees or
security for creditors of the Company or any Subsidiary under Designated Hedge
Agreements.

      "Designated Hedge Creditor" means each Lender or Affiliate of a Lender
that participates as a counterparty to any Credit Party pursuant to any
Designated Hedge Agreement with such Lender or Affiliate of such Lender.

      "Dollars," "U.S. dollars" and the sign "$" each means lawful money of the
United States.

      "Dollar Equivalent" means, (i) with respect to a Foreign Currency Loan to
be made, the Dollar equivalent of the amount of such Foreign Currency Loan,
determined by the Global Agent on the basis of its spot rate at approximately
11:00 A.M. London time on the date two Business Days before the date such
Foreign Currency Loan is to be made, for the purchase of the relevant Designated
Foreign Currency with Dollars for delivery on the date such Foreign Currency
Loan is to be made, (ii) with respect to any Letter of Credit to be issued in
any Designated Foreign Currency, the Dollar equivalent of the Stated Amount of
such Letter of Credit, determined by the applicable LC Issuer on the basis of
its spot rate at approximately 11:00 A.M. London time on the date two Business
Days before the issuance of such Letter of Credit, for the purchase of the
relevant Designated Foreign Currency with Dollars for delivery on such date of
issuance, and (iii) with respect to any other amount, and with respect to
Foreign Currency Loans and Letters of Credit issued in any Designated Foreign
Currency at any other time, the Dollar equivalent of such amount, Foreign
Currency Loan or Letter of Credit, as the case may be, determined by the Global
Agent on the basis of its spot rate at approximately 11:00 A.M. London time on
the date for which the Dollar equivalent amount of such amount, Foreign Currency
Loan or Letter of Credit, as the case may be, is being determined, for the
purchase of the relevant Designated Foreign Currency with Dollars for delivery
on such date.

                                       13

<PAGE>

      "Domestic Credit Party" means the Company or any Subsidiary Guarantor.

      "Domestic Lending Office" means, with respect to each Lender, the office
designated by such Lender to the Global Agent as such Lender's lending office
for all purposes of this Agreement other than those matters managed by such
Lender's Foreign Lending Office.

      "Domestic Subsidiary" means any Subsidiary organized under the laws of the
United States of America, any state thereof, the District of Columbia, or any
United States possession.

      "EBITDA" means, with respect to any Person for any period, the net income
for such Person for such period plus the sum of the amounts for such period
included in determining such net income in respect of (i) interest expense, (ii)
income tax expense, and (iii) depreciation and amortization expense, in each
case as determined in accordance with GAAP.

      "Eligible Assignee" means (i) a Lender (other than a Defaulting Lender),
(ii) an Affiliate of a Lender (other than a Defaulting Lender), (iii) an
Approved Fund, and (iv) any other Person (other than a natural Person) approved
by (A) the Global Agent, (B) each LC Issuer, and (C) unless an Event of Default
has occurred and is continuing, the Company (each such approval not to be
unreasonably withheld or delayed); provided, however, that notwithstanding the
foregoing, "Eligible Assignee" shall not include the Company or any of its
Subsidiaries.

      "Environmental Claims" means any and all global, regulatory or judicial
actions, suits, demands, demand letters, claims, liens, notices of
non-compliance or violation, investigations or proceedings relating in any way
to any Environmental Law or any permit issued under any such law (hereafter
"Claims"), including, without limitation, (i) any and all Claims by any
Governmental Authority for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law, and (ii)
any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting from
the storage, treatment or Release (as defined in CERCLA) of any Hazardous
Materials or arising from alleged injury or threat of injury to health, safety
or the environment.

      "Environmental Law" means any applicable Federal, state, foreign or local
statute, law, rule, regulation, ordinance, code, binding and enforceable
guideline, binding and enforceable written policy and rule of common law now or
hereafter in effect and in each case as amended, and any binding and enforceable
judicial or global interpretation thereof, including any judicial or global
order, consent, decree or judgment issued to or rendered against the Company or
any of its Subsidiaries relating to the environment, employee health and safety
or Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal
Water Pollution Control Act, 33 U.S.C. Section  1251 et seq.; the Clean Air Act,
42 U.S.C. Section 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section
300f et seq.; the Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq.; the
Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C.
Section 11001 et seq., the Hazardous Material Transportation Act, 49 U.S.C.
Section 5101 et seq. and the Occupational Safety and Health Act, 29 U.S.C.
Section 651 et seq. (to the extent it regulates occupational exposure to
Hazardous Materials); and any state and local or foreign counterparts or
equivalents, in each case as amended from time to time.

      "Equalization Date" means the date upon the earliest to occur of (i) the
termination of the Commitments pursuant to Section 8.02(a), (ii) the
acceleration of the Obligations pursuant to Section 8.02(b), (iii) the
occurrence of an Event of Default pursuant to Section 8.01(h), or (iv) the
Credit Facility Termination Date, to the extent that any of the Obligations
remain outstanding as of the close of business (local time in the Notice Office)
as of such date.
                                       14

<PAGE>
      "Equalization Percentage" means, with respect to each Lender, a percentage
determined for such Lender on the Equalization Date obtained by dividing the
Credit Facility Exposure of such Lender on the Equalization Date by the
Aggregate Credit Facility Exposure on the Equalization Date, in each case as
calculated, with respect to any amounts outstanding in a Designated Foreign
Currency, using the Dollar Equivalent of such amount in effect on the
Equalization Date, as the forgoing percentage may be adjusted as a result of any
assignments made pursuant to Section 11.05 after the Equalization Date.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to ERISA are to ERISA, as in effect at the
Closing Date and any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor.

      "ERISA Affiliate" means each Person (as defined in Section 3(9) of ERISA),
which together with the Company or a Subsidiary of the Company, would be deemed
to be a "single employer" (i) within the meaning of Section 414(b), (c), (m) or
(o) of the Code or (ii) as a result of the Company or a Subsidiary of the
Company being or having been a general partner of such Person.

      "Eurodollar Loan" means each Revolving Loan bearing interest at a rate
based upon the Adjusted Eurodollar Rate.

      "Event of Default" has the meaning provided in Section 8.01.

      "Excluded Subsidiary" has the meaning provided in Schedule 2 hereto.

      "Exemption Certificate" has the meaning provided in Section 3.03(b)(ii).

      "Existing Letters of Credit" means each of the letters of credit issued
under the Original Credit Agreement that are more fully described on Schedule 5
hereto.

      "Facility Fees" has the meaning provided in Section 2.13(a).

      "Federal Funds Effective Rate" means, for any period, 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 that is a Business Day, the average of the quotations for such day on such
transactions received by the Global Agent from three Federal Funds brokers of
recognized standing selected by the Global Agent.

      "Fees" means all amounts payable pursuant to, or referred to in, Section
2.13.

      "Financial Projections" has the meaning provided in Section 5.07(b).

      "Fixed Charge Coverage Ratio Condition" shall exist if at any time prior
to the Subordinated Notes Redemption Date, the Company's Fixed Charge Coverage
Ratio (as defined in the Subordinated Indenture) is less than 3.00 to 1.00, as
calculated in accordance with the terms and conditions of the Subordinated
Indenture.

      "Fixed Commitment Percentage" means, at any time for any Lender, the
percentage obtained by dividing such Lender's Revolving Commitment by the Total
Revolving Commitment; provided, however, that if the Total Revolving Commitment
has been terminated, the Fixed Commitment Percentage for each

                                       15

<PAGE>

Lender shall be determined by dividing such Lender's Revolving Commitment
immediately prior to such termination by the Total Revolving Commitment
immediately prior to such termination. The Fixed Commitment Percentage of each
Lender as of the Closing Date is set forth on Schedule 1 hereto.

      "Fixed Rate Loan" means any Eurodollar Loan, Foreign Currency Loan or BA
Equivalent Loan.

      "Foreign Credit Party" means any Foreign Subsidiary Borrower.

      "Foreign Currency Exposure" means, at any time, the sum of (i) the
Aggregate Canadian Sub-Facility Exposure at such time, and (ii) the Aggregate
Revolving Facility Exposure at such time that is denominated in any Designated
Foreign Currency.

      "Foreign Currency Loan" means each Revolving Loan denominated in a
Designated Foreign Currency and bearing interest at a rate based upon the
Adjusted Foreign Currency Rate.

      "Foreign Lending Office" means, with respect to each Lender, in the case
of matters relating to the Foreign Subsidiary Borrowers, the office(s)
designated by such Lender to the Global Agent as such Lender's lending office(s)
for purposes of making Loans to each such Foreign Subsidiary Borrower.

      "Foreign Revolving Facility Borrower" means any Foreign Subsidiary that
becomes a Revolving Facility Borrower pursuant to Section 2.18 hereof; provided,
however, that a Canadian Borrower shall not be eligible to be a Foreign
Revolving Facility Borrower hereunder.

      "Foreign Revolving Facility Borrower Obligations" means all amounts,
indemnities and reimbursement obligations, direct or indirect, contingent or
absolute, of every type or description, and at any time existing, owing by any
Foreign Revolving Facility Borrower to the Global Agent, any Lender or any LC
Issuer pursuant to the terms of this Agreement or any other Loan Document
(including, but not limited to, interest and fees that accrue after the
commencement by or against any Credit Party of any insolvency proceeding,
regardless of whether such interest and fees are allowed claims in such
proceeding).

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

      "Foreign Subsidiary Borrower" means any Canadian Borrower or Foreign
Revolving Facility Borrower.

      "Foreign Subsidiary Borrower Exposure" means, at any time, the sum of (i)
the Aggregate Canadian Sub-Facility Exposure at such time, and (ii) the
Aggregate Revolving Facility Exposure in respect of the Foreign Revolving
Facility Borrowers at such time.

      "Funding Amount" means, with respect to any Revolving Borrowing or
Revolving Facility LC Issuance, such Lender's pro rata share of such Revolving
Borrowing or Revolving Facility LC Issuance based upon such Lender's applicable
Funding Percentage in effect at the time such Revolving Borrowing is to be made
or such Revolving Facility LC Issuance.

      "Funding Percentage" means, for each Lender at the time of any Revolving
Borrowing or Revolving Facility LC Issuance, (i) if there is no Aggregate
Canadian Sub-Facility Exposure, such Lender's Fixed Commitment Percentage, or
(ii) if there is any Aggregate Canadian Sub-Facility Exposure, such Lender's
Adjusted Commitment Percentage.

                                       16

<PAGE>

      "GAAP" means generally accepted accounting principles in the United States
of America as in effect from time to time.

      "Global Agent" has the meaning provided in the first paragraph of this
Agreement and shall include any successor to the Global Agent appointed pursuant
to Section 9.11.

      "Global Agent Fee Letter" means the Global Agent Fee Letter dated as of
the Closing Date between the Company and the Global Agent.

      "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, global tribunal, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or global powers or
functions of or pertaining to government.

      "Guaranty Obligations" means as to any Person (without duplication) any
obligation of such Person guaranteeing any Indebtedness ("primary Indebtedness")
of any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (i) to purchase any such primary Indebtedness or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds for the purchase or payment of any such primary Indebtedness or to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary Indebtedness of the ability of the primary obligor to make
payment of such primary Indebtedness, or (iv) otherwise to assure or hold
harmless the owner of such primary Indebtedness against loss in respect thereof;
provided, however, that the definition of Guaranty Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guaranty Obligation shall be deemed to be an amount
equal to the stated or determinable amount of the primary Indebtedness in
respect of which such Guaranty Obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

      "Hazardous Materials" means (i) any petrochemical or petroleum products,
radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, transformers or other equipment that contain
dielectric fluid containing levels of polychlorinated biphenyls, and radon gas;
and (ii) any chemicals, materials or substances defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous materials,"
"restricted hazardous materials," "extremely hazardous wastes," "restrictive
hazardous wastes," "toxic substances," "toxic pollutants," "contaminants" or
"pollutants," or words of similar meaning and regulatory effect, under any
applicable Environmental Law.

      "Hedge Agreement" means (i) any interest rate swap agreement, any interest
rate cap agreement, any interest rate collar agreement or other similar interest
rate management agreement or arrangement, (ii) any currency swap or option
agreement, foreign exchange contract, forward currency purchase agreement or
similar currency management agreement or arrangement or (iii) any Commodities
Hedge Agreement.

      "Indebtedness" of any Person means without duplication (i) all
indebtedness of such Person for borrowed money; (ii) all bonds, notes,
debentures and similar debt securities of such Person; (iii) the deferred
purchase price of capital assets or services that in accordance with GAAP would
be shown on the liability side of the balance sheet of such Person; (iv) the
face amount of all letters of credit issued for the account of such Person and,
without duplication, all drafts drawn thereunder; (v) all obligations,

                                       17

<PAGE>

contingent or otherwise, of such Person in respect of bankers' acceptances; (vi)
all Indebtedness of a second Person secured by any Lien on any property owned by
such first Person, whether or not such indebtedness has been assumed; (vii) all
Capitalized Lease Obligations of such Person; (viii) the present value,
determined on the basis of the implicit interest rate, of all basic rental
obligations under all Synthetic Leases of such Person; (ix) all obligations of
such Person with respect to asset securitization financing, including, but not
limited to, in the case of the Company or any of its Subsidiaries, all
obligations of the Company or any of its Subsidiaries under the Permitted
Receivables Facility; (x) all obligations of such Person to pay a specified
purchase price for goods or services whether or not delivered or accepted, i.e.,
take-or-pay and similar obligations in excess of the aggregate for all such
obligations of $1,000,000; (xi) all net obligations of such Person under Hedge
Agreements; (xii) the full outstanding balance of trade receivables, notes or
other instruments sold with full recourse (and the portion thereof subject to
potential recourse, if sold with limited recourse), other than in any such case
any thereof sold solely for purposes of collection of delinquent accounts; and
(xiii) all Guaranty Obligations of such Person; provided, however that (x)
neither trade payables, deferred revenue, taxes nor other similar accrued
expenses, in each case arising in the ordinary course of business, nor
obligations in respect of insurance policies or performance or surety bonds that
themselves are not guarantees of Indebtedness (nor drafts, acceptances or
similar instruments evidencing the same nor obligations in respect of letters of
credit supporting the payment of the same), shall constitute Indebtedness; and
(y) the Indebtedness of any Person shall in any event include (without
duplication) the Indebtedness of any other entity (including any general
partnership in which such Person is a general partner) to the extent such Person
is liable thereon as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide expressly that such Person is not liable thereon.

      "Indemnitees" has the meaning provided in Section 11.02.

      "Insolvency Event" means, with respect to any Person, (i) the commencement
of a voluntary case by such Person under the Bankruptcy Code or the seeking of
relief by such Person under any bankruptcy or insolvency or analogous law in any
jurisdiction outside of the United States (including, without limitation, the
Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act
(Canada) or the Winding-Up and Restructuring Act (Canada); (ii) the commencement
of an involuntary case against such Person under the Bankruptcy Code and the
petition is not controverted within 10 days, or is not dismissed within 60 days,
after commencement of the case; (iii) a custodian (as defined in the Bankruptcy
Code) is appointed for, or takes charge of, all or substantially all of the
property of such Person; (iv) such Person commences (including by way of
applying for or consenting to the appointment of, or the taking of possession
by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator
(collectively, a "conservator") of such Person or all or any substantial portion
of its property) any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency, liquidation,
rehabilitation, conservatorship or similar law of any jurisdiction whether now
or hereafter in effect relating to such Person; (v) any such proceeding of the
type set forth in clause (iv) above is commenced against such Person to the
extent such proceeding is consented to by such Person or remains undismissed for
a period of 60 days; (vi) such Person is adjudicated insolvent or bankrupt;
(vii) any order of relief or other order approving any such case or proceeding
is entered; (viii) such Person suffers any appointment of any conservator or the
like for it or any substantial part of its property that continues undischarged
or unstayed for a period of 60 days; (ix) such Person makes a general assignment
for the benefit of creditors or generally does not pay its debts as such debts
become due; or (x) any corporate (or similar organizational) action is taken by
such Person for the purpose of effecting any of the foregoing.

      "Interest Coverage Ratio" means, for any Testing Period, the ratio of (i)
Consolidated EBITDA to (ii) Consolidated Interest Expense.

                                       18

<PAGE>
      "Interest Period" means, with respect to each Fixed Rate Loan, a period of
one, two, three or six months as selected by the applicable Borrower; provided,
however, that (i) the initial Interest Period for any Borrowing of such Fixed
Rate Loan shall commence on the date of such Borrowing (the date of a Borrowing
resulting from a Conversion or Continuation shall be the date of such Conversion
or Continuation) and each Interest Period occurring thereafter in respect of
such Borrowing shall commence on the day on which the next preceding Interest
Period expires; (ii) if any Interest Period begins on a day for which there is
no numerically corresponding day in the calendar month at the end of such
Interest Period, such Interest Period shall end on the last Business Day of such
calendar month; (iii) if any Interest Period would otherwise expire on a day
that is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day; provided, however, that if any Interest Period would
otherwise expire on a day that is not a Business Day but is a day of the month
after which no further Business Day occurs in such month, such Interest Period
shall expire on the next preceding Business Day; (iv) no Interest Period for any
Fixed Rate Loan may be selected that would end after the Credit Facility
Termination Date; and (v) if, upon the expiration of any Interest Period, the
applicable Borrower has failed to (or may not) elect a new Interest Period to be
applicable to the respective Borrowing of Fixed Rate Loans as provided above,
such Borrower shall be deemed to have elected to Convert such Borrowing to Base
Rate Loans effective as of the expiration date of such current Interest Period
or, in the case of any Foreign Currency Loan, such Borrower shall be required to
repay the same in full.

      "Investment" means (i) any direct or indirect purchase or other
acquisition by a Person of any of the capital stock or other equity interest of
any other Person, including any partnership or joint venture interest in such
Person; (ii) any loan, advance (other than deposits with financial institutions
available for withdrawal on demand) or extension of credit to, guarantee or
assumption of debt or purchase or other acquisition of any other Indebtedness
of, any Person by any other Person, or (iii) the purchase, acquisition or
investment of or in any stocks, bonds, mutual funds, notes, debentures or other
securities, or any deposit account, certificate of deposit or other investment
of any kind.

      "Investment Grade Rating" means that the Company's unsecured non-credit
enhanced rating from Moody's is at least Baa3 and from S&P is at least BBB-.

      "Joinder Agreement" has the meaning provided in Section 4.04(i).

      "Judgment Amount" has the meaning provided in Section 11.24.

      "Landlord's Agreement" means a landlord's waiver or mortgagee's waiver,
each in form and substance satisfactory to the Collateral Agent, delivered by a
Credit Party in connection with this Agreement, as the same may from time to
time be amended, restated or otherwise modified.

      "LC Documents" means, with respect to any Letter of Credit, any documents
executed in connection with such Letter of Credit, including the Letter of
Credit itself.

      "LC Fee" means any of the fees payable pursuant to Section 2.13(b) or (c)
in respect of Letters of Credit.

      "LC Issuance" means any Canadian LC Issuance or Revolving Facility LC
Issuance.

      "LC Issuer" means (i) with respect to any Revolving Facility Letter of
Credit, National City Bank or any of its Affiliates or such other Lender that is
requested by the Company and agrees to be a LC Issuer hereunder and is approved
by the Global Agent, which approval shall not be unreasonably withheld or
delayed, and (ii) with respect to any Canadian Letter of Credit, National City
Bank, Canada Branch or any of its Affiliates or such other Lender that is
approved by the Company and agrees to be a LC Issuer

                                       19

<PAGE>

hereunder and is approved by the Global Agent, which approval shall not be
unreasonably withheld or delayed.

      "LC Obligor" means (i) with respect to any Revolving Facility Letter of
Credit, the Company, any other Revolving Facility Borrower or any Subsidiary
Guarantor, and (ii) with respect to any Canadian Letter of Credit, any Canadian
Borrower.

      "Leaseholds" of any Person means all the right, title and interest of such
Person as lessee or licensee in, to and under leases or licenses of land,
improvements and/or fixtures.

      "Lender" and "Lenders" have the meaning provided in the first paragraph of
this Agreement and includes any other Person that becomes a party hereto
pursuant to an Assignment Agreement, other than any such Person that ceases to
be a party hereto pursuant to an Assignment Agreement. Unless the context
otherwise requires, the term "Lenders" includes the Swing Line Lender.

      "Lender Default" means (i) the refusal (which has not been retracted) of a
Lender in violation of the requirements of this Agreement to make available its
portion of any Borrowing or to fund its portion of any Revolving Facility LC
Participation, Canadian LC Participation, or Swing Loan Participation, as the
case may be, unless the same is the subject of a good faith dispute, or (ii) a
Lender having notified the Global Agent that it does not intend to comply with
its obligations under Article II, in the case of (ii) as a result of the
appointment of a receiver or conservator with respect to such Lender at the
direction or request of any regulatory agency or authority.

      "Lender Register" has the meaning provided in Section 2.10(b).

      "Letter of Credit" means any (i) Canadian Letter of Credit, or (ii)
Revolving Facility Letter of Credit.

      "Leverage Ratio" means, for any Testing Period, the ratio of (i)
Consolidated Total Debt to (ii) Consolidated EBITDA.

      "Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including any agreement to give any of the foregoing, any
conditional sale or other title retention agreement or any lease in the nature
thereof).

      "Loan" means any Revolving Loan, Canadian Revolving Loan or Swing Loan.

      "Loan Documents" means this Agreement, the Notes, the Subsidiary Guaranty,
the Security Documents, the Global Agent Fee Letter, the Closing Fee Letter, any
Joinder Agreement and any LC Document.

      "Loan Policy" and "Loan Policies" have the meaning provided in Section
6.10(f).

      "Loss" has the meaning provided in Section 11.24.

      "Margin Stock" has the meaning provided in Regulation U.

      "Material Adverse Effect" means any or all of the following: (i) any
material adverse effect on the business, operations, property, assets,
liabilities, financial or other condition or prospects of the Company or the
Company and its Subsidiaries, taken as a whole; (ii) any material adverse effect
on the ability of the Company or any other Credit Party to perform its
obligations under the Loan Documents to

                                       20

<PAGE>

which it is a party; (iii) any material adverse effect on the ability of the
Company and its Subsidiaries, taken as a whole, to pay their liabilities and
obligations as they mature or become due; or (iv) any material adverse effect on
the validity, effectiveness or enforceability, as against any Credit Party, of
any of the Loan Documents to which it is a party.

      "Material Indebtedness" means, as to the Company or any of its
Subsidiaries, any particular Indebtedness of the Company or such Subsidiary
(including any Guaranty Obligations) in excess of the aggregate principal amount
of $20,000,000 (or the Dollar Equivalent thereof).

      "Maximum Credit Facility Amount" means the Dollar Equivalent of
$200,000,000, as such amount may be reduced pursuant to Section 2.14.

      "Maximum Dividend Amount" has the meaning provided in Schedule 2 hereto.

      "Maximum Foreign Exposure Amount" means the Dollar Equivalent of
$100,000,000, as such amount may be reduced pursuant to Section 2.14.

      "Maximum Rate" has the meaning provided in Section 11.22.

      "Maximum Share Repurchase Amount" has the meaning provided in Schedule 2
hereto.

      "Minimum Borrowing Amount" means (i) with respect to any US Base Rate
Loan, $1,000,000 (or the Dollar Equivalent thereof in any Designated Foreign
Currency), with minimum increments thereafter of $100,000 (or the Dollar
Equivalent thereof in any Designated Foreign Currency), (ii) with respect to any
Eurodollar Loan or Foreign Currency Loan, $5,000,000 (or the Dollar Equivalent
thereof in any Designated Foreign Currency), with minimum increments thereafter
of $1,000,000 (or the Dollar Equivalent thereof in any Designated Foreign
Currency), (iii) with respect to any Canadian Base Rate Loan, C$1,000,000, with
minimum increments thereafter of C$100,000, (iv) with respect to any BA
Equivalent Loan C$5,000,000, with minimum increments thereafter of C$1,000,000,
and (v) with respect to Swing Loans, $500,000, with minimum increments
thereafter of $100,000.

      "Moody's" means Moody's Investors Service, Inc. and its successors.

      "Moody's Rating" means the rating accorded to the Company's senior credit
facilities by Moody's.

      "Mortgage" means a Mortgage, Deed of Trust or other instrument, in form
and substance reasonably satisfactory to the Collateral Agent, executed by a
Credit Party with respect to a Mortgaged Real Property, as the same may from
time to time be amended, restated or otherwise modified, and specifically
includes each of the Mortgages set forth on Schedule 4 hereto.

      "Mortgaged Real Property" means each of the parcels of real property set
forth on Schedule 4 hereto, or interests therein, owned or leased by a Credit
Party, together with each other parcel of Real Property that shall become
subject to a Mortgage, in each case together with all of such Credit Party's
right, title and interest in the improvements and buildings thereon and all
appurtenances, easements or other rights belonging thereto.

      "Multiemployer Plan" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate is making or
accruing an obligation to make contributions or has within any of the preceding
three plan years made or accrued an obligation to make contributions.

                                       21

<PAGE>

      "Multiple Employer Plan" means an employee benefit plan, other than a
Multiemployer Plan, to which the Company or any ERISA Affiliate, and one or more
employers other than the Company or an ERISA Affiliate, is making or accruing an
obligation to make contributions or, in the event that any such plan has been
terminated, to which the Company or an ERISA Affiliate made or accrued an
obligation to make contributions during any of the five plan years preceding the
date of termination of such plan.

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

      "Non-Canadian Lender" means any Lender that does not have a Canadian
Commitment either directly or by its Canadian Lending Installation).

      "Non-Defaulting Lender" means each Lender other than a Defaulting Lender.

      "Note" means a Revolving Facility Note, a Canadian Sub-Facility Note, or a
Swing Line Note, as applicable.

      "Notice of Adjustment" has the meaning provided in Section 2.09(b).

      "Notice of Borrowing" has the meaning provided in Section 2.07(b).

      "Notice of Continuation or Conversion" has the meaning provided in Section
2.12(c).

      "Notice of Swing Line Refunding" has the meaning provided in Section
2.04(b).

      "Notice Office" means the office of the Global Agent at 629 Euclid Avenue,
Locator 01-3028, Cleveland, Ohio 44114, Attention: Agent Services (facsimile:
(216) 222-0103), or such other office as the Global Agent may designate in
writing to the Company from time to time.

      "Obligations" means all amounts, indemnities and reimbursement
obligations, direct or indirect, contingent or absolute, of every type or
description, and at any time existing, owing by the Borrowers or any other
Credit Party to the Global Agent, the Collateral Agent, any Lender, the Swing
Line Lender or any LC Issuer pursuant to the terms of this Agreement or any
other Loan Document (including, but not limited to, interest and fees that
accrue after the commencement by or against any Credit Party of any insolvency
proceeding, regardless of whether allowed or allowable in such proceeding or
subject to an automatic stay under Section 362(a) of the Bankruptcy Code).

      "Operating Lease" as applied to any Person means any lease of any property
(whether real, personal or mixed) by that Person as lessee that, in conformity
with GAAP, is not accounted for as a Capital Lease on the balance sheet of that
Person.

      "Organizational Documents" means, with respect to any Person (other than
an individual), such Person's Articles (Certificate) of Incorporation, or
equivalent formation documents, and Regulations (Bylaws), or equivalent
governing documents, and any amendments to any of the foregoing.

      "Original Credit Agreement" has the meaning provided in the Recitals of
this Agreement.

      "Original Due Date" has the meaning provided in Section 11.24.

      "Original Lender" has the meaning provided in the Recitals of this
Agreement.

      "Payment Office" means, with respect to all matters other than those
relating to the making and repayment of Canadian Revolving Loans or other
Canadian Obligations, the office of the Global Agent at

                                       22

<PAGE>

629 Euclid Avenue, Locator 01-3028, Cleveland, Ohio 44114, Attention: Agent
Services (facsimile: (216) 222-0103), or such other office(s), as the Global
Agent may designate to the Company in writing from time to time.

      "Payment Sharing Percentage" means, with respect to any Lender or Canadian
Lender at any time (i) with respect to any payment relating to the Revolving
Facility, (A) if there is no Aggregate Canadian Sub-Facility Exposure, such
Lender's Fixed Commitment Percentage or (B) if there is any Aggregate Canadian
Sub-Facility Exposure, the percentage obtained by dividing such Lender's
Revolving Facility Exposure immediately prior to such payment by the Aggregate
Revolving Facility Exposure immediately prior to such payment, and (ii) with
respect to any payment relating to the Canadian Sub-Facility, such Canadian
Lender's Canadian Commitment Percentage in effect at such time.

      "PBGC" means the Pension Benefit Guaranty Corporation established pursuant
to Section 4002 of ERISA, or any successor thereto.

      "Permitted Acquisition" means any Acquisition as to which all of the
following conditions are satisfied:

            (i) such Acquisition involves a line or lines of business that is or
      are complementary to the lines of business in which the Company and its
      Subsidiaries, considered as an entirety, are engaged on the Closing Date;

            (ii) the aggregate Consideration paid in connection with such
      Acquisition shall not exceed the Permitted Acquisition Amount (as defined
      in Schedule 2 hereto) and, when added together with the aggregate
      Consideration paid for all other Permitted Acquisitions made since the
      Closing Date, shall not exceed the Aggregate Permitted Acquisition Amount
      (as defined in Schedule 2 hereto);

            (iii) no Default or Event of Default shall exist prior to or
      immediately after giving effect to such Acquisition;

            (iv) the Company would, after giving effect to such Acquisition, on
      a pro forma basis, be in compliance with the financial covenants contained
      in Section 7.07;

            (v) if such Acquisition is consummated prior to the Subordinated
      Notes Redemption Date, the Fixed Charge Coverage Ratio Condition shall not
      exist prior to or immediately after giving effect to such Acquisition; and

            (vi) at least five Business Days prior to the consummation of any
      such Acquisition in which the Consideration exceeds $25,000,000, the
      Company shall have delivered to the Global Agent and the Lenders (A) a
      certificate of an Authorized Officer demonstrating, in reasonable detail,
      the computation of the financial covenants referred to in Section 7.07 on
      a pro forma basis, such pro forma ratios being determined as if (x) such
      Acquisition had been completed at the beginning of the most recent Testing
      Period for which financial information for the Company and the business or
      Person to be acquired, is available, and (y) any such Indebtedness, or
      other Indebtedness incurred to finance such Acquisition, had been
      outstanding for such entire Testing Period, and (B) historical financial
      statements relating to the business or Person to be acquired and such
      other information as the Global Agent may reasonably request.

      "Permitted Acquisition Amount" has the meaning provided in Schedule 2
hereto.

                                       23

<PAGE>

      "Permitted Asset Dispoosition" has the meaning provided in Schedule 2
hereto.

      "Permitted Creditor Investment" means any securities (whether debt or
equity) received by the Company or any of its Subsidiaries in connection with
the bankruptcy or reorganization of any customer or supplier of the Company or
any such Subsidiary and in settlement of delinquent obligations of, and other
disputes with, customers and suppliers arising in the ordinary course of
business.

      "Permitted Foreign Subsidiary Loans and Investments" means (i) the
investments, existing as of the Closing Date, by the Company or any Domestic
Subsidiary (other than the Receivables Subsidiary) in Foreign Subsidiaries; (ii)
loans and investments by a Domestic Credit Party to or in a Foreign Subsidiary
made on or after the Closing Date in the ordinary course of business, so long as
the aggregate amount of all such loans and investments by all Domestic Credit
Parties does not, at any time, exceed (A) $25,000,000, minus (B) the Dollar
Equivalent of the amount of Indebtedness of Foreign Subsidiaries guaranteed by
the Domestic Credit Parties pursuant to subpart (iii) of this definition; and
(iii) loans to a Foreign Subsidiary by any Person (other than the Company or any
of its Subsidiaries), and any guaranty of such loans by a Domestic Credit Party,
so long as the aggregate principal amount of all such loans does not at any time
exceed $30,000,000.

      "Permitted Holders" means Morry Weiss, Judith A. Weiss, Harry H. Stone,
Gary Weiss, Jeffrey Weiss, Zev Weiss, Elie Weiss, the Irving
I. Stone Limited Liability Co. and the American Greetings Corporation Retirement
Profit Sharing and Savings Plan or any Person controlled by any of the
foregoing.

      "Permitted Lien" means any Lien permitted by Section 7.03.

      "Permitted Receivables Facility" means the accounts receivable facility
established pursuant to the Receivables Facility Documents whereby the Company
and certain of its Domestic Subsidiaries shall have sold or transferred, or
hereafter sell or transfer, the accounts receivables of the Company and its
Domestic Subsidiaries directly or indirectly to the Receivables Subsidiary which
in turn transfers to a buyer, purchaser or lender undivided fractional interests
in such accounts receivable, so long as (i) no portion of the Indebtedness or
any other obligation (contingent or otherwise) under such Permitted Receivables
Facility shall be guaranteed by the Company or any Subsidiary of the Company,
(ii) there shall be no recourse or obligation to the Company or any Subsidiary
of the Company (other than the Receivables Subsidiary) whatsoever other than
pursuant to customary representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with such
Permitted Receivables Subsidiary, and (iii) neither the Company nor any of its
Subsidiaries (other than the Receivables Subsidiary) shall have provided, either
directly or indirectly, any other credit support of any kind in connection with
such Permitted Receivables Facility, other than as set forth in subpart (ii) of
this definition.

      "Permitted Subordinated Note Repurchase" means the repurchase by the
Company of any notes or other securities issued by the Company pursuant to the
Subordinated Indenture in accordance with the Consent Solicitation Documents.

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

      "Plan" means any multiemployer or single-employer plan, as defined in
Section 4001 of ERISA, that is maintained or contributed to by (or to which
there is an obligation to contribute by) the Company or a Subsidiary of the
Company or an ERISA Affiliate, and each such plan for the five-year period

                                       24

<PAGE>

immediately following the latest date on which the Company, or a Subsidiary of
the Company or an ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan.

      "primary Indebtedness" has the meaning provided in the definition of
"Guaranty Obligations."

      "primary obligor" has the meaning provided in the definition of "Guaranty
Obligations."

      "Prohibited Transaction" means a transaction with respect to a Plan that
is prohibited under Section 4975 of the Code or Section 406 of ERISA and not
exempt under Section 4975 of the Code or Section 408 of ERISA.

      "Purchase Date" has the meaning provided in Section 2.04(c).

      "Quoted Rate" means, with respect to any Swing Loan, the interest rate
quoted to the Company by the Swing Line Lender and agreed to by the Company as
being the interest rate applicable to such Swing Loan.

      "RCRA" means the Resource Conservation and Recovery Act, as the same may
be amended from time to time, 42 U.S.C. Section 6901 et seq.

      "Real Property" of any Person shall mean all of the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

      "Receivables Facility Documents" means, collectively, the Receivables
Purchase Agreement, dated as of August 7, 2001, among the Receivables
Subsidiary, the members of various purchase groups, as Purchasers, American
Greetings Corp., as Servicer, and PNC Bank, National Association, as
Administrator, together with each other document, instrument or agreement
executed in connection with the foregoing, as any of the foregoing may, in
accordance with the terms of this Agreement, be amended, restated or otherwise
modified or replaced from time to time.

      "Receivables Facility Participant" means the Company, Gibson Greetings,
Inc. or Plus Mark, Inc.

      "Receivables Related Assets" means, collectively, (i) any indebtedness and
other obligations owed to any Receivables Facility Participant by, or any right
of such Receivables Facility Participant to payment from or on behalf of, the
Person obligated with respect to such indebtedness or other obligations, arising
in connection with the sale of goods or the rendering of services by any
Receivables Facility Participant (in each case, an "Account Receivable") that is
subject to the Permitted Receivables Facility, and the following to the extent
that they are proceeds of or relate to the Accounts Receivable that are subject
to the Permitted Receivables Facility: (A) accounts, (B) instruments, (C)
chattel paper, (D) general intangibles, (E) the merchandise or goods (including
returned goods), the sale or lease of which gave rise to such Accounts
Receivable, and the insurance proceeds thereof, (F) contractual rights
(including any agreement, lease, invoice or other writing), guaranties,
insurance, claims and indemnities, (G) books and records, (H) all documentation
of title evidencing the shipment or storage of any goods (including returned
goods), (I) guaranties and collections of such Accounts Receivable, (J) any
security interest or liens and property thereto from time to time purporting to
secure payment of such Accounts Receivable, (K) lock-box accounts and amounts on
deposit therein, (L) monies due or to become due, and (M) all proceeds and
products of and all amounts received or receivable under any of the foregoing;
(ii) the Purchase and Sale Agreement (as defined in the Receivables Facility
Documents) and all rights of AGSC thereunder; and (iii) the Receivables Sale
Agreement (as defined in the Receivables Facility Documents) and all rights of
the Company thereunder.

                                       25

<PAGE>

      "Receivables Subsidiary" means AGC Funding Corporation, a Delaware
corporation, and any other wholly-owned Subsidiary of the Company that shall
have been established as a "bankruptcy remote" Subsidiary for the sole purpose
of acquiring accounts receivable under the Permitted Receivables Facility and
that shall not engage in any activities other than in connection with the
Permitted Receivables Facility.

      "Reference Banks" means (i) National City Bank, (ii) Bank One, NA, and
(iii) Barclays Bank PLC, or, if any of the foregoing cease to be a Lender under
this Agreement, any other Lender selected by the Global Agent.

      "Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a
portion thereof establishing reserve requirements.

      "Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor to all or a
portion thereof establishing margin requirements.

      "Related Parties" means, with respect to any Person, such Person's
Affiliates and the directors, officers, employees, agents and advisors of such
Person and of such Person's Affiliates, other than, in the case of any Lender or
any of its Affiliates, any of the shareholders of the ultimate parent company of
such Lender or such Lender's Affiliates.

      "Reportable Event" means an event described in Section 4043 of ERISA or
the regulations thereunder with respect to a Plan, other than those events as to
which the notice requirement is waived under subsections .22, .23, .25, .27,
..28, .29, .30, .31, .32, .34, .35, .62, .63, .64, .65 or .67 of PBGC Regulation
Section 4043.

      "Reports" has the meaning provided in Section 6.10(c).

      "Required Lenders" means (i) at any time prior to the termination of the
Commitments (whether pursuant to Section 8.02(a) or otherwise), Non-Defaulting
Lenders whose Revolving Commitments constitute at least 51% of the Total
Revolving Commitment, and (ii) at any time thereafter, Non-Defaulting Lenders
whose Credit Facility Exposure constitutes at least 51% of the Aggregate Credit
Facility Exposure.

      "Restricted Payment" means (i) any Capital Distribution; (ii) any amount
paid by the Company or any of its Subsidiaries in repayment, redemption,
retirement, repurchase, direct or indirect, of any Subordinated Indebtedness,
including, but not limited to, the Indebtedness incurred pursuant to the notes
issued in connection with the Subordinated Indenture or the Subordinated
Convertible Indenture; (iii) any amount paid by the Company or any of its
Subsidiaries in repayment, redemption, retirement, repurchase, direct or
indirect, of any Indebtedness incurred pursuant to the notes or securities
issued in connection with the Senior Indenture; or (iv) the exercise by the
Company or any of its Subsidiaries of any right of defeasance or covenant
defeasance or similar right with respect to (A) any Subordinated Indebtedness,
including, but not limited to, the Indebtedness incurred pursuant to the notes
issued in connection with the Subordinated Indenture or the Subordinated
Convertible Indenture, or (B) the Indebtedness incurred pursuant to the notes or
securities issued in connection with the Senior Indenture.

      "Revolving Borrowing" means the incurrence of Revolving Loans consisting
of one Type of Revolving Loan, by a Revolving Facility Borrower from the Lenders
on a given date (or resulting from Conversions or Continuations on a given date)
in the same currency, having in the case of any Fixed Rate Loans the same
Interest Period.

                                       26

<PAGE>

      "Revolving Commitment" means, with respect to each Lender, the amount set
forth opposite such Lender's name in Schedule 1 hereto as its "Revolving
Commitment" as the same may be reduced from time to time pursuant to Section
2.14(c) or adjusted from time to time as a result of assignments to or from such
Lender pursuant to Section 11.05.

      "Revolving Facility" means the credit facility established under Section
2.02 pursuant to the Revolving Commitment of each Lender.

      "Revolving Facility Borrower" means the Company or any Foreign Revolving
Facility Borrower.

      "Revolving Facility Exposure" means, for any Lender at any time, the
Dollar Equivalent of the sum of (i) the principal amount of Revolving Loans made
by such Lender and outstanding at such time, (ii) such Lender's share of the
Revolving Facility LC Outstandings at such time, and (iii) in the case of the
Swing Line Lender, the principal amount of Swing Loans outstanding at such time.

      "Revolving Facility LC Commitment Amount" means $75,000,000 or the Dollar
Equivalent thereof in Designated Foreign Currency.

      "Revolving Facility LC Issuance" means the issuance of any Revolving
Facility Letter of Credit by any LC Issuer for the account of an LC Obligor in
accordance with the terms of this Agreement, and shall include any amendment
thereto that increases the Stated Amount thereof or extends the expiry date of
such Revolving Facility Letter of Credit.

      "Revolving Facility LC Outstandings" means, at any time, the sum, without
duplication, of (i) the Dollar Equivalent of the aggregate Stated Amount of all
outstanding Revolving Facility Letters of Credit and (ii) the Dollar Equivalent
of the aggregate amount of all Unpaid Drawings with respect to Revolving
Facility Letters of Credit.

      "Revolving Facility LC Participant" has the meaning provided in Section
2.05(i)(i).

      "Revolving Facility LC Participation" has the meaning provided in Section
2.05(i).

      "Revolving Facility LC Request" has the meaning provided in Section
2.05(b).

      "Revolving Facility Letter of Credit" means (i) any Existing Letter of
Credit or (ii) any Standby Letter of Credit or Commercial Letter of Credit, in
each case issued by any LC Issuer under this Agreement pursuant to Section 2.05
for the account of any LC Obligor.

      "Revolving Facility Note" means a promissory note substantially in the
form of Exhibit A-1 hereto.

      "Revolving Loan" means, with respect to each Lender, any Loan made by such
Lender pursuant to Section 2.02.

      "Sale and Lease-Back Transaction" means any arrangement with any Person
providing for the leasing by the Company or any Subsidiary of the Company of any
property (except for temporary leases for a term, including any renewal thereof,
of not more than one year and except for leases between the Company and a
Subsidiary or between Subsidiaries), which property has been or is to be sold or
transferred by the Company or such Subsidiary to such Person.

                                       27

<PAGE>

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

      "S&P Rating" means the rating accorded to the Company's senior credit
facilities by S&P.

      "Schedule I Canadian Lender" means any bank named on Schedule I to the
Bank Act (Canada).

      "Schedule I Reference Canadian Lenders" means Canadian Imperial Bank of
Commerce and Bank of Montreal.

      "Schedule II/III Canadian Lender" means any bank named on Schedule II or
Schedule III to the Bank Act (Canada).

      "Schedule II/III Reference Canadian Lender" means National City Bank,
Canada Branch.

      "SEC" means the United States Securities and Exchange Commission.

      "SEC Regulation D" means Regulation D as promulgated under the Securities
Act of 1933, as amended, as the same may be in effect from time to time.

      "Security Agreement" has the meaning provided in Section 4.01(iv).

      "Security Documents" means the Security Agreement, each Mortgage, each
Landlord's Agreement, each Additional Security Document, any UCC financing
statement, and each other document pursuant to which any Lien is granted or
perfected by any Credit Party to the Global Agent, or the Collateral Agent as
security for any of the Obligations, and, to the extent not being expressly
replaced or amended and restated pursuant to this Agreement or any of the
foregoing documents, shall include any "Security Document" as defined in the
Original Credit Agreement.

      "Senior Indenture" means the Indenture between the Company and NBD Bank,
as trustee, dated as of July 27, 1998, as the same may, in accordance with the
terms hereof, from time to time be amended, supplemented, restated or otherwise
modified or replaced.

      "Share Repurchase" means the repurchase or redemption or retirement of any
capital stock or other equity interest of the Company by the Company or any of
its Subsidiaries.

      "Split Rating" shall exist at any time there shall be a difference in
level between the Moody's Rating and the corresponding S&P Rating.

      "Standard Permitted Lien" means any of the following: (i) Liens for taxes,
assessments or governmental charges not yet delinquent or Liens for taxes,
assessments or governmental charges being contested in good faith and by
appropriate proceedings for which adequate reserves in accordance with GAAP have
been established; (ii) Liens in respect of property or assets imposed by law
that were incurred in the ordinary course of business, such as carriers',
suppliers', warehousemen's, materialmen's and mechanics' Liens and other similar
Liens arising in the ordinary course of business, that do not in the aggregate
materially detract from the value of such property or assets or materially
impair the use thereof in the operation of the business of the Company or any of
its Subsidiaries and do not secure any Indebtedness; (iii) Liens created by this
Agreement or the other Loan Documents; (iv) Liens arising from judgments,
decrees or attachments in circumstances not constituting an Event of Default
under Section 8.01(g); (v) Liens (other than any Lien imposed by ERISA) incurred
or deposits made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types

                                       28

<PAGE>

of social security; and mechanic's Liens, carrier's Liens, and other Liens to
secure the performance of tenders, statutory obligations, contract bids,
government contracts, surety, appeal, customs, performance and return-of-money
bonds and other similar obligations, incurred in the ordinary course of business
(exclusive of obligations in respect of the payment for borrowed money), whether
pursuant to statutory requirements, common law or consensual arrangements; (vi)
leases or subleases granted in the ordinary course of business to others not
interfering in any material respect with the business of the Company or any of
its Subsidiaries and any interest or title of a lessor under any lease not in
violation of this Agreement; (vii) easements, rights-of-way, zoning or other
restrictions, charges, encumbrances, defects in title, prior rights of other
persons, and obligations contained in similar instruments, in each case that do
not secure Indebtedness and do not involve, and are not likely to involve at any
future time, either individually or in the aggregate, (A) a substantial and
prolonged interruption or disruption of the business activities of the Company
and its Subsidiaries considered as an entirety, or (B) a Material Adverse
Effect; (viii) Liens arising from the rights of lessors under leases (including
financing statements regarding property subject to lease) not in violation of
the requirements of this Agreement, provided that such Liens are only in respect
of the property subject to, and secure only, the respective lease (and any other
lease with the same or an affiliated lessor); and (ix) rights of consignors of
goods, whether or not perfected by the filing of a financing statement under the
UCC.

      "Standby Letter of Credit" means any standby letter of credit issued for
the purpose of supporting workers' compensation, liability insurance, releases
of contract retention obligations, contract performance guarantee requirements
and other bonding obligations or for other lawful purposes.

      "Stated Amount" of each Letter of Credit shall mean the maximum amount
available to be drawn thereunder (regardless of whether any conditions or other
requirements for drawing could then be met).

      "Subordinated Indebtedness" means any Indebtedness that has been
subordinated to the prior payment in full of all of the Obligations pursuant to
a written agreement or written terms acceptable to the Global Agent (acting on
instructions from the Required Lenders).

      "Subordinated Convertible Indenture" means the Indenture between the
Company and National City Bank, as trustee, dated as of June 29, 2001, as the
same may, in accordance with the terms of this Agreement, from time to time be
amended, supplemented, restated or otherwise modified or replaced, pursuant to
which the Company has issued its 7.00% Convertible Subordinated Notes Due July
15, 2006.

      "Subordinated Indenture" means the Indenture between the Company and The
Huntington National Bank, as trustee, dated as of June 29, 2001, as the same
may, in accordance with the terms of this Agreement, from time to time be
amended, supplemented, restated or otherwise modified or replaced, pursuant to
which the Company has issued its 11.75% Senior Subordinated Notes Due 2008.

      "Subordinated Notes Redemption Date" means the date upon which the
amendments and other matters contemplated in the Consent Solicitation Documents
have become fully effective and the notes issued pursuant to the Subordinated
Indenture that are contemplated to be repurchased pursuant to the Consent
Solicitation Documents have been repurchased in full or have been fully
defeased.

      "Subsidiary" of any Person shall mean and include (i) any corporation more
than 50% of whose stock of any class or classes having by the terms thereof
ordinary Voting Power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have Voting Power by reason of the
happening of any contingency) is at the time owned by such Person directly or
indirectly through Subsidiaries, and (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person
directly or indirectly through Subsidiaries, has more than a 50% equity interest
at the time or in which the Company,

                                       29

<PAGE>

one or more other Subsidiaries of the Company or the Company and one or more
Subsidiaries of the Company, directly or indirectly, has the power to direct the
policies, management and affairs thereof. Unless otherwise expressly provided,
all references herein to "Subsidiary" shall mean a Subsidiary of the Company.

      "Subsidiary Guarantor" means any Subsidiary that is or hereafter becomes a
party to the Subsidiary Guaranty. Schedule 3 hereto lists each Subsidiary
Guarantor as of the Closing Date.

      "Subsidiary Guaranty" has the meaning provided in Section 4.01(iii).

      "Swing Line Commitment" means $10,000,000.

      "Swing Line Facility" means the credit facility established under Section
2.04 pursuant to the Swing Line Commitment of the Swing Line Lender.

      "Swing Line Lender" means National City Bank.

      "Swing Line Note" means a promissory note substantially in the form of
Exhibit A-4 hereto.

      "Swing Line Participation Amount" has the meaning provided in Section
2.04(c).

      "Swing Loan" means any loan made by the Swing Line Lender under the Swing
Line Facility pursuant to Section 2.04.

      "Swing Loan Maturity Date" means, with respect to any Swing Loan, the
earlier of (i) the last Business Day of each month and (ii) the Credit Facility
Termination Date.

      "Swing Loan Participation" has the meaning provided in Section 2.04(c).

      "Synthetic Lease" means any lease (i) that is accounted for by the lessee
as an Operating Lease, and (ii) under which the lessee is intended to be the
"owner" of the leased property for Federal income tax purposes.

      "Taxes" has the meaning provided in Section 3.03(a).

      "Testing Period" means a single period consisting of the four consecutive
fiscal quarters of the Company then last ended (whether or not such quarters are
all within the same fiscal year), except that if a particular provision of this
Agreement indicates that a Testing Period shall be of a different specified
duration, such Testing Period shall consist of the particular fiscal quarter or
quarters then last ended that are so indicated in such provision.

      "Total Canadian Commitment" means the sum of the Canadian Commitments of
the Canadian Lenders as the same may be decreased pursuant to the terms of this
Agreement. As of the Closing Date, the Total Canadian Commitment is $75,000,000.

      "Total Revolving Commitment" means the sum of the Revolving Commitments of
the Lenders as the same may be decreased pursuant to the terms of this
Agreement. As of the Closing Date, the amount of the Total Revolving Commitment
is $200,000,000.

      "Type" means any type of Loan determined with respect to the interest
option and currency denomination applicable thereto, which (x) in the case of
the Revolving Facility, shall be a US Base Rate

                                       30

<PAGE>

Loan, a Eurodollar Loan or a Foreign Currency Loan, and (y) in the case of the
Canadian Sub-Facility, shall be a Canadian Base Rate Loan or a BA Equivalent
Loan.

      "UCC" means the Uniform Commercial Code as in effect from time to time.
Unless otherwise specified, the UCC shall refer to the UCC as in effect in the
State of Ohio.

      "Unfunded Current Liability" of any Plan means the amount, if any, by
which the actuarial present value of the accumulated plan benefits under the
Plan as of the close of its most recent plan year exceeds the fair market value
of the assets allocable thereto, each determined in accordance with Statement of
Financial Accounting Standards No. 87, based upon the actuarial assumptions used
by the Plan's actuary in the most recent annual valuation of the Plan.

      "United States" and "U.S." each means United States of America.

      "Unpaid Drawing" means, with respect to any Letter of Credit, the
aggregate Dollar or Dollar Equivalent amount, as applicable, of the draws made
on such Letter of Credit that have not been reimbursed by the Company or the
applicable LC Obligor or, in the case of any Revolving Facility Letter of
Credit, converted to a Revolving Loan pursuant to Section 2.05(h)(i), or in the
case of any Canadian Letter of Credit, converted to a Canadian Revolving Loan
pursuant to Section 2.06(g)(i), and, in each case, all interest that accrues
thereon pursuant to this Agreement.

      "Unutilized Commitment" means, for any Lender at any time, the excess of
(i) such Lender's Revolving Commitment at such time over (ii) such Lender's
Credit Facility Exposure at such time.

      "Unutilized Revolving Commitment" means, for any Lender at any time, the
excess of (i) such Lender's Revolving Commitment at such time over (ii) such
Lender's Revolving Facility Exposure at such time.

      "Unutilized Total Commitment" means, at any time, the excess of (i) the
Maximum Credit Facility Amount at such time over (ii) the Aggregate Credit
Facility Exposure at such time.

      "Unutilized Total Revolving Commitment" means, at any time, the excess of
(i) the Total Revolving Commitment at such time over (ii) the Aggregate
Revolving Facility Exposure at such time.

      "US Base Rate Loan" means each Revolving Loan bearing interest at a rate
based upon the Base Rate in effect from time to time.

      "USA Patriot Act" means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA
PATRIOT Act).

      "Voting Power" means, with respect to any Person, the exclusive ability to
control, through the ownership of shares of capital stock, partnership
interests, membership interests or otherwise, the election of members of the
board of directors or other similar governing body of such Person, and the
holding of a designated percentage of Voting Power of a Person means the
ownership of shares of capital stock, partnership interests, membership
interests or other interests of such Person sufficient to control exclusively
the election of that percentage of the members of the board of directors or
similar governing body of such Person.

      Section 1.02 Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and

                                       31

<PAGE>

including," the words "to" and "until" each means "to but excluding" and the
word "through" means "through and including."

      Section 1.03 Accounting Terms. Except as otherwise specifically provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time, provided that if the
Company notifies the Global Agent and the Lenders that the Company wishes to
amend any covenant in Article VII to eliminate the effect of any change in GAAP
that occurs after the Closing Date on the operation of such covenant (or if the
Global Agent notifies the Company that the Required Lenders wish to amend
Article VII for such purpose), then the Company's compliance with such covenant
shall be determined on the basis of GAAP in effect immediately before the
relevant change in GAAP became effective, until either such notice is withdrawn
or such covenant is amended in a manner satisfactory to the Company, the Global
Agent and the Required Lenders.

      Section 1.04 Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include," "includes" and "including" shall
be deemed to be followed by the phrase "without limitation." The word "will"
shall be construed to have the same meaning and effect as the word "shall."
Unless the context requires otherwise, (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
restated, supplemented or otherwise modified (subject to any restrictions on
such amendments, supplements or modifications set forth herein), (b) any
reference herein to any Person shall be construed to include such Person's
successors and assigns, (c) the words "herein," "hereof" and "hereunder," and
words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein
to Sections, Schedules and Exhibits shall be construed to refer to Sections of,
and Schedules and Exhibits to, this Agreement, (e) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all Real Property, tangible and intangible assets and properties,
including cash, securities, accounts and contract rights, and interests in any
of the foregoing, and (f) any reference to a statute, rule or regulation is to
that statute, rule or regulation as now enacted or as the same may from time to
time be amended, re-enacted or expressly replaced.

      Section 1.05 Currency Equivalents. Except as otherwise specified herein,
all references herein or in any other Loan Document to a dollar amount shall
mean such amount in U.S. Dollars or, if the context so requires, the Dollar
Equivalent of such amount in any Designated Foreign Currency. The Dollar
Equivalent of any amount shall be determined in accordance with the definition
of "Dollar Equivalent"; provided, however, that (a) notwithstanding the
foregoing or anything elsewhere in this Agreement to the contrary, in
calculating the Dollar Equivalent of any amount for purposes of determining (i)
any Borrower's obligation to prepay Loans or cash collateralize Letters of
Credit pursuant to 2.15(b), or (ii) any Borrower's ability to request additional
Loans or Letters of Credit pursuant to the Commitments, the Global Agent may, in
its discretion, calculate the Dollar Equivalent of such amount on any Business
Day selected by the Global Agent, and (b) in determining whether or not the
Company and its Subsidiaries have exceeded any basket limitation set forth in
Section 7.02, Section 7.04 or Section 7.05, the Company and its Subsidiaries
shall not be deemed to have exceeded any such basket limitation to the extent
that, and only to the extent that, any such basket limitation was exceeded
solely as a result of fluctuations in the exchange rate applicable to any
Designated Foreign Currency.

                                       32

<PAGE>

                                  ARTICLE II.

                        THE TERMS OF THE CREDIT FACILITY

      Section 2.01 Establishment of the Credit Facility. On the Closing Date,
and subject to and upon the terms and conditions set forth in this Agreement and
the other Loan Documents, the Global Agent, the Lenders, the Swing Line Lender
and each LC Issuer agree to establish the Credit Facility for the benefit of the
Borrowers pursuant to which (a) the Lenders shall make Revolving Loans to each
Revolving Facility Borrower, and shall participate in Revolving Facility LC
Issuances, under the Revolving Facility pursuant to the Revolving Commitment of
each such Lender, (b) the Canadian Lenders shall make Canadian Revolving Loans
to the Canadian Borrowers, and shall participate in Canadian LC Issuances, under
the Canadian Sub-Facility pursuant to the Canadian Commitment, and (c) the Swing
Line Lender shall make Swing Loans to the Company under the Swing Line Facility
pursuant to the Swing Line Commitment; provided, however that at no time will
(i) the Aggregate Credit Facility Exposure exceed the Maximum Credit Facility
Amount, or (ii) the Credit Facility Exposure of any Lender exceed such Lender's
Revolving Commitment. All such Loans shall be made, and such Letters of Credit
shall be issued, as set forth in this Article II.

      Section 2.02 Revolving Facility. During the Credit Facility Availability
Period, each Lender severally agrees, on the terms and conditions set forth in
this Agreement, to make a Revolving Loan or Revolving Loans to each Revolving
Facility Borrower from time to time pursuant to such Lender's Revolving
Commitment, which Revolving Loans (i) may, except as set forth herein, at the
option of each Revolving Facility Borrower, be incurred and maintained as, or
Converted into, Revolving Loans that are US Base Rate Loans, Eurodollar Loans or
Foreign Currency Loans, in each case denominated in Dollars or a Designated
Foreign Currency, provided that all Revolving Loans made as part of the same
Revolving Borrowing shall, unless otherwise specifically provided herein, be
made to the same Revolving Facility Borrower and consist of Revolving Loans of
the same Type; (ii) may be repaid or prepaid and re-borrowed in accordance with
the provisions hereof; and (iii) shall not be made if, after giving effect to
any such Revolving Loan, (A) the Revolving Facility Exposure of any Lender would
exceed such Lender's Revolving Commitment, (B) the Aggregate Revolving Facility
Exposure would exceed the Total Revolving Commitment, (C) the Foreign Currency
Exposure would exceed the Maximum Foreign Exposure Amount, (D) the Foreign
Subsidiary Borrower Exposure would exceed the Maximum Foreign Exposure Amount,
or (E) any Borrower would be required to prepay Loans or cash collateralize
Letters of Credit pursuant to Section 2.14(b). The Revolving Loans to be made by
each Lender will be made by such Lender in the Funding Amount applicable to such
Lender at the time of the making of such Revolving Loan on a pro rata basis
based upon such Lender's Funding Percentage of the Revolving Borrowing at the
time of such Revolving Borrowing, in each case in accordance with Section 2.08
hereof.

      Section 2.03 Canadian Sub-Facility. At any time after a Canadian Borrower
has become a Foreign Subsidiary Borrower under this Agreement in accordance with
Section 2.18 and thereafter during the remaining Credit Facility Availability
Period, each Canadian Lender severally agrees, on the terms and conditions set
forth in this Agreement, to make a Canadian Revolving Loan or Canadian Revolving
Loans to the Canadian Borrowers from time to time pursuant to such Canadian
Lender's Canadian Commitment, which Canadian Revolving Loans (i) may, except as
set forth herein, at the option of the Canadian Borrowers, be incurred and
maintained as, or Converted into, Canadian Revolving Loans that are Canadian
Base Rate Loans or BA Equivalent Loans, in each case denominated in Canadian
Dollars, provided that all Canadian Revolving Loans made as part of the same
Canadian Borrowing shall, unless otherwise specifically provided herein, consist
of Canadian Revolving Loans of the same Type; (ii) may be repaid or prepaid and
re-borrowed in accordance with the provisions hereof; and (iii) shall not be
made if, after giving effect to any such Canadian Revolving Loan, (A) the
Canadian Sub-Facility Exposure of

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any Canadian Lender would exceed such Canadian Lender's Canadian Commitment, (B)
the Aggregate Canadian Sub-Facility Exposure would exceed the Total Canadian
Commitment, (C) the Foreign Currency Exposure would exceed the Maximum Foreign
Exposure Amount, (D) the Foreign Subsidiary Borrower Exposure would exceed the
Maximum Foreign Exposure Amount, or (E) any Borrower would be required to prepay
Loans or cash collateralize Letters of Credit pursuant to Section 2.15(b). The
Canadian Revolving Loans to be made by each Canadian Lender will be made on a
pro rata basis based upon each Canadian Lender's Canadian Commitment Percentage
of each Canadian Borrowing, in each case in accordance with Section 2.08.

      Section 2.04 Swing Line Facility.

      (a) Swing Loans. During the Credit Facility Availability Period, the Swing
Line Lender agrees, on the terms and conditions set forth in this Agreement, to
make a Swing Loan or Swing Loans to the Company from time to time, which Swing
Loans (i) may not be made if there are any Canadian Revolving Loans outstanding
and, notwithstanding the Swing Loan Maturity Date applicable to any Swing Loan,
shall be repaid on the date that any Canadian Revolving Loans are to be made,
(ii) shall be made only in Dollars; (iii) except as set forth in subpart (i)
above, shall be payable on the Swing Loan Maturity Date applicable to each such
Swing Loan; (iv) may be repaid or prepaid and reborrowed in accordance with the
provisions hereof; (v) may only be made if after giving effect thereto (A) the
aggregate principal amount of Swing Loans outstanding does not exceed the Swing
Line Commitment, or (B) the Aggregate Revolving Facility Exposure would not
exceed the Total Revolving Commitment; and (vi) shall not be made if, after
giving effect thereto, any Borrower would be required to prepay Loans or cash
collateralize Letters of Credit pursuant to Section 2.14(b) hereof.

      (b) Swing Loan Refunding. On any Adjustment Date or upon the occurrence of
any Event of Default, the Swing Line Lender may, in its sole and absolute
discretion, direct that the Swing Loans owing to it be refunded by delivering a
notice to such effect to the Global Agent, specifying the aggregate principal
amount thereof (a "Notice of Swing Line Refunding"). Promptly upon receipt of a
Notice of Swing Line Refunding, the Global Agent shall give notice of the
contents thereof to the Lenders with Revolving Commitments and, unless an Event
of Default specified in Section 8.01(h) in respect of the Company has occurred,
the Company. Each such Notice of Swing Line Refunding shall be deemed to
constitute delivery by the Company of a Notice of Borrowing requesting Revolving
Loans consisting of US Base Rate Loans in the amount of the Swing Loans to which
it relates. Each Lender with a Revolving Commitment (including the Swing Line
Lender) hereby unconditionally agrees (notwithstanding that any of the
conditions specified in Section 4.05 or elsewhere in this Agreement shall not
have been satisfied, but subject to the provisions of paragraph (d) below) to
make a Revolving Loan to the Company in the Funding Amount applicable to such
Lender based on such Lender's Funding Percentage of the aggregate amount of the
Swing Loans to which such Notice of Swing Line Refunding relates. Each such
Lender shall make the amount of such Revolving Loan available to the Global
Agent in immediately available funds at the Payment Office not later than 2:00
P.M. (local time at the Payment Office), if such notice is received by such
Lender prior to 11:00 A.M. (local time at its Domestic Lending Office), or not
later than 2:00 P.M. (local time at the Payment Office) on the next Business
Day, if such notice is received by such Lender after such time. The proceeds of
such Revolving Loans shall be made immediately available to the Swing Line
Lender and applied by it to repay the principal amount of the Swing Loans to
which such Notice of Swing Line Refunding related.

      (c) Swing Loan Participation. If, prior to the time a Revolving Loan would
otherwise have been made as provided above as a consequence of a Notice of Swing
Line Refunding, any of the events specified in Section 8.01(h) shall have
occurred in respect of the Company or one or more of the Lenders with Revolving
Commitments shall determine that it is legally prohibited from making a
Revolving Loan under such circumstances, each Lender (other than the Swing Line
Lender), or each Lender (other than

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<PAGE>

such Swing Line Lender) so prohibited, as the case may be, shall, on the date
such Revolving Loan would have been made by it (the "Purchase Date"), purchase
an undivided participating interest (a "Swing Loan Participation") in the
outstanding Swing Loans to which such Notice of Swing Line Refunding related, in
an amount (the "Swing Line Participation Amount") equal to such Lender's Funding
Percentage of such outstanding Swing Loans. On the Purchase Date, each such
Lender or each such Lender so prohibited, as the case may be, shall pay to the
Swing Line Lender, in immediately available funds, such Lender's Swing Line
Participation Amount, and promptly upon receipt thereof the Swing Line Lender
shall, if requested by such other Lender, deliver to such Lender a participation
certificate, dated the date of the Swing Line Lender's receipt of the funds
from, and evidencing such Lender's Swing Loan Participation in, such Swing Loans
and its Swing Line Participation Amount in respect thereof. If any amount
required to be paid by a Lender to the Swing Line Lender pursuant to the above
provisions in respect of any Swing Loan Participation is not paid on the date
such payment is due, such Lender shall pay to the Swing Line Lender on demand
interest on the amount not so paid at the overnight Federal Funds Effective Rate
from the due date until such amount is paid in full. Whenever, at any time after
the Swing Line Lender has received from any other Lender such Lender's Swing
Line Participation Amount, the Swing Line Lender receives any payment from or on
behalf of the Company on account of the related Swing Loans, the Swing Line
Lender will promptly distribute to such Lender its ratable share of such amount
based on its Payment Sharing Percentage of such amount in effect on such date on
account of its Swing Loan Participation (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Lender's
participating interest was outstanding and funded); provided, however, that if
such payment received by the Swing Line Lender is required to be returned, such
Lender will return to the Swing Line Lender any portion thereof previously
distributed to it by the Swing Line Lender.

      (d) Obligations Unconditional. Each Lender's obligation to make Revolving
Loans pursuant to Section 2.04(b) and/or to purchase Swing Loan Participations
in connection with a Notice of Swing Line Refunding shall be subject to the
conditions that (i) such Lender shall have received a Notice of Swing Line
Refunding complying with the provisions hereof and (ii) at the time the Swing
Loans that are the subject of such Notice of Swing Line Refunding were made, the
Swing Line Lender making the same had no actual written notice from another
Lender that an Event of Default had occurred and was continuing, but otherwise
shall be absolute and unconditional, shall be solely for the benefit of the
Swing Line Lender that gives such Notice of Swing Line Refunding, and shall not
be affected by any circumstance, including, without limitation, (A) any set-off,
counterclaim, recoupment, defense or other right that such Lender may have
against any other Lender, any Credit Party, or any other Person, or any Credit
Party may have against any Lender or other Person, as the case may be, for any
reason whatsoever; (B) the occurrence or continuance of a Default or Event of
Default; (C) any event or circumstance involving a Material Adverse Effect upon
the Borrowers; (D) any breach of any Loan Document by any party thereto; or (E)
any other circumstance, happening or event, whether or not similar to any of the
foregoing.

      Section 2.05 Revolving Facility Letters of Credit.

      (a) Revolving Facility LC Issuance. During the Credit Facility
Availability Period, the Company may request a LC Issuer at any time and from
time to time to issue, for the account of the Company, any other Revolving
Facility Borrower or any Subsidiary Guarantor, and subject to and upon the terms
and conditions herein set forth, each LC Issuer agrees to issue from time to
time Revolving Facility Letters of Credit denominated and payable in Dollars or
any Designated Foreign Currency and in each case in such form as may be approved
by such LC Issuer and the Global Agent; provided, however, that notwithstanding
the foregoing, no Revolving Facility LC Issuance shall be made if, after giving
effect thereto, (A) the Revolving Facility LC Outstandings would exceed the
Revolving Facility LC Commitment Amount, (B) the Revolving Facility Exposure of
any Lender would exceed such Lender's Revolving Commitment, (C) the Aggregate
Revolving Facility Exposure would exceed the Total

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<PAGE>

Revolving Commitment, (D) the Foreign Currency Exposure would exceed the Maximum
Foreign Exposure Amount, (E) the Foreign Subsidiary Borrower Exposure would
exceed the Maximum Foreign Exposure Amount, or (F) any Borrower would be
required to prepay Loans or cash collateralize Revolving Facility Letters of
Credit pursuant to Section 2.15(b) hereof. Subject to Section 2.05(c) below,
each Revolving Facility Letter of Credit shall have an expiry date (including
any renewal periods) occurring not later than the earlier of (x) one year from
the date of issuance thereof, and (y) 30 Business Days prior to the Credit
Facility Termination Date.

      (b) Revolving Facility LC Requests. Whenever the Company desires that a
Revolving Facility Letter of Credit be issued for its account or the account of
any eligible LC Obligor, the Company shall give the applicable LC Issuer, and
shall give or cause to be given to the Global Agent, written or telephonic
notice (in the case of telephonic notice, promptly confirmed in writing if so
requested by the Global Agent) which, if in the form of written notice shall be
substantially in the form of Exhibit B-3 (each such request, a "Revolving
Facility LC Request"), or transmit by electronic communication (if arrangements
for doing so have been approved by the applicable LC Issuer), prior to 11:00
A.M. (local time at the Notice Office) at least three Business Days (or such
shorter period as may be acceptable to the relevant LC Issuer) prior to the
proposed date of issuance (which shall be a Business Day), which Revolving
Facility LC Request shall include such supporting documents that such LC Issuer
customarily requires in connection therewith (including, in the case of a
Revolving Facility Letter of Credit for an account party other than a Revolving
Facility Borrower, an application for, and if applicable a reimbursement
agreement with respect to, such Revolving Facility Letter of Credit). In the
event of any inconsistency between any of the terms or provisions of any LC
Document relating to any Revolving Facility Letter of Credit and the terms and
provisions of this Agreement respecting Revolving Facility Letters of Credit,
the terms and provisions of this Agreement shall control.

      (c) Auto-Renewal Letters of Credit. If an LC Obligor so requests in any
applicable Revolving Facility LC Request, each LC Issuer shall agree to issue a
Revolving Facility Letter of Credit that has automatic renewal provisions;
provided, however, that any Revolving Facility Letter of Credit that has
automatic renewal provisions must permit such LC Issuer to prevent any such
renewal at least once in each twelve-month period (commencing with the date of
issuance of such Revolving Facility Letter of Credit) by giving prior notice to
the beneficiary thereof not later than a day in each such twelve-month period to
be agreed upon at the time such Revolving Facility Letter of Credit is issued.
Once any such Revolving Facility Letter of Credit that has automatic renewal
provisions has been issued, the Lenders shall be deemed to have authorized (but
may not require) such LC Issuer to permit the renewal of such Revolving Facility
Letter of Credit at any time to an expiry date not later than 30 Business Days
prior to the Credit Facility Termination Date; provided, however, that such LC
Issuer shall not permit any such renewal if (i) such LC Issuer has determined
that it would have no obligation at such time to issue such Revolving Facility
Letter of Credit in its renewed form under the terms hereof, or (ii) it has
received notice (which may be by telephone or in writing) on or before the day
that is two Business Days before the date that such LC Issuer is permitted to
send a notice of non-renewal from the Global Agent, any Lender or the Company
that one or more of the applicable conditions specified in Section 4.05 is not
then satisfied.

      (d) Existing Letters of Credit. On and after the Closing Date, each
Existing Letter of Credit shall be deemed to have been issued by the Lender that
issued such Existing Letter of Credit and such Lender shall be deemed to be the
"LC Issuer" with respect to such Existing Letter of Credit pursuant to the terms
of this Agreement and each Existing Letter of Credit shall constitute a
Revolving Facility Letter of Credit for all purposes hereof and under this
Agreement and the other Loan Documents. The Company agrees that it shall be
liable with respect to any drawing made under any of the Existing Letters of
Credit in accordance with this Section and the other provisions of this
Agreement. Each LC Issuer of an Existing Letter of Credit agrees that on and
after the Closing Date (i) the fees applicable to each Existing

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<PAGE>

Letter of Credit shall be the fees set forth in Section 2.13, and (ii) any
reimbursement agreement in effect with respect to each Existing Letter of Credit
shall be deemed terminated and each Existing Letter of Credit shall be governed
by and subject to the terms and conditions of this Agreement.

      (e) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by
the applicable LC Issuer and the applicable LC Obligor, when a Revolving
Facility Letter of Credit is issued, (i) the rules of the "International Standby
Practices 1998" published by the Institute of International Banking Law &
Practice (or such later version thereof as may be in effect at the time of
issuance) shall apply to each Standby Letter of Credit, and (ii) the rules of
the Uniform Customs and Practice for Documentary Credits, as most recently
published by the International Chamber of Commerce at the time of issuance
(including the International Chamber of Commerce's decision published by the
Commission on Banking Technique and Practice on April 6, 1998 regarding the
European single currency (euro)) shall apply to each Commercial Letter of
Credit.

      (f) Notice of Revolving Facility LC Issuance. Each LC Issuer shall, on the
date of each Revolving Facility LC Issuance by it, give the Global Agent, each
applicable Lender and the Company written notice of such Revolving Facility LC
Issuance which shall specify whether such Revolving Facility Letter of Credit is
a Commercial Letter of Credit or a Standby Letter of Credit and be accompanied
by a copy to the Global Agent of the Revolving Facility Letter of Credit or
Revolving Facility Letters of Credit issued by it. Each LC Issuer shall provide
to the Global Agent and each Lender a quarterly (or monthly if requested by any
applicable Lender) summary describing each Revolving Facility Letter of Credit
issued by such LC Issuer and then outstanding and an identification for the
relevant period of the daily aggregate Revolving Facility LC Outstandings
represented by Revolving Facility Letters of Credit issued by such LC Issuer.

      (g) Defaulting Lender. Notwithstanding the foregoing, in the event a
Lender Default exists, no LC Issuer shall be required to make any Revolving
Facility LC Issuance unless either (i) such LC Issuer has entered into
arrangements satisfactory to it and the Company to eliminate such LC Issuer's
risk with respect to the Revolving Facility LC Participations of the Defaulting
Lender or Defaulting Lenders, including by cash collateralizing such Defaulting
Lender's or Defaulting Lenders' Funding Percentage of the Revolving Facility LC
Outstandings; or (ii) such Revolving Facility LC Issuance, taking into account
the potential failure of the Defaulting Lender or Defaulting Lenders to risk
participate therein, will not cause such LC Issuer to incur aggregate credit
exposure hereunder with respect to Loans and Revolving Facility LC Outstandings
in excess of its Commitments, and the Company has undertaken, for the benefit of
such LC Issuer, pursuant to an instrument satisfactory in form and substance to
such LC Issuer, not to thereafter incur Loans or Revolving Facility LC
Outstandings hereunder that would cause such LC Issuer to incur aggregate credit
exposure hereunder with respect to Loans and Revolving Facility LC Outstandings
in excess of its Commitments.

      (h) Reimbursement Obligations.

            (i) Each Revolving Facility Borrower hereby agrees to reimburse (or
      cause any LC Obligor for whose account a Revolving Facility Letter of
      Credit was issued to reimburse) each LC Issuer, by making payment directly
      to such LC Issuer in immediately available funds at the payment office of
      such LC Issuer, for any Unpaid Drawing with respect to any Revolving
      Facility Letter of Credit immediately after, and in any event on the date
      on which, such LC Issuer notifies the Company (or any such other LC
      Obligor for whose account such Revolving Facility Letter of Credit was
      issued) of such payment or disbursement (which notice to the Company (or
      such other LC Obligor) shall be delivered reasonably promptly after any
      such payment or disbursement), such payment to be made in Dollars or in
      the applicable Designated Foreign Currency in which such Revolving
      Facility Letter of Credit is denominated, with interest on the amount so
      paid or

                                       37

<PAGE>

      disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00
      P.M. (local time at the payment office of the applicable LC Issuer) on the
      date of such payment or disbursement, from and including the date paid or
      disbursed to but not including the date such LC Issuer is reimbursed
      therefor at a rate per annum that shall be the rate then applicable to
      Revolving Loans that are US Base Rate Loans (plus an additional 2% per
      annum if not reimbursed on the date of such payment or disbursement), any
      such interest also to be payable on demand. If by 11:00 A.M. on the
      Business Day immediately following notice to it of its obligation to make
      reimbursement in respect of an Unpaid Drawing, the Company or the relevant
      LC Obligor has not made such reimbursement out of its available cash on
      hand or a contemporaneous Borrowing hereunder (if such Borrowing is
      otherwise available to the Company or such LC Obligor), (x) the Company,
      or if the LC Obligor is a Foreign Revolving Facility Borrower, such
      Foreign Revolving Facility Borrower, will in each case be deemed to have
      given a Notice of Borrowing for Revolving Loans that are US Base Rate
      Loans in an aggregate Dollar Equivalent principal amount sufficient to
      reimburse such Unpaid Drawing (and the Global Agent shall promptly give
      notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders
      shall, unless they are legally prohibited from doing so, make the
      Revolving Loans contemplated by such deemed Notice of Borrowing (which
      Revolving Loans shall be considered made under Section 2.02), and (z) the
      proceeds of such Revolving Loans shall be disbursed directly to the
      applicable LC Issuer to the extent necessary to effect such reimbursement,
      with any excess proceeds to be made available to the applicable Borrower
      in accordance with the applicable provisions of this Agreement.

            (ii) Obligations Absolute. Each LC Obligor's obligation under this
      Section to reimburse each LC Issuer with respect to Unpaid Drawings
      (including, in each case, interest thereon) shall be absolute and
      unconditional under any and all circumstances and irrespective of any
      setoff, counterclaim or defense to payment that such LC Obligor may have
      or have had against such LC Issuer, the Global Agent or any Lender,
      including, without limitation, any defense based upon the failure of any
      drawing under a Revolving Facility Letter of Credit to conform to the
      terms of the Revolving Facility Letter of Credit or any non-application or
      misapplication by the beneficiary of the proceeds of such drawing;
      provided, however, that no LC Obligor shall be obligated to reimburse a LC
      Issuer for any wrongful payment made by such LC Issuer under a Revolving
      Facility Letter of Credit as a result of acts or omissions constituting
      willful misconduct or gross negligence on the part of such LC Issuer.

      (i)   Revolving Facility LC Participations.

            (i) Immediately upon each Revolving Facility LC Issuance, the LC
      Issuer of such Revolving Facility Letter of Credit shall be deemed to have
      sold and transferred to each Lender, and each such Lender (each a
      "Revolving Facility LC Participant") shall be deemed irrevocably and
      unconditionally to have purchased and received from such LC Issuer,
      without recourse or warranty, an undivided interest and participation (a
      "Revolving Facility LC Participation"), to the extent of such Lender's
      Funding Percentage of the Stated Amount of such Revolving Facility Letter
      of Credit in effect at such time of issuance, in such Revolving Facility
      Letter of Credit, each substitute letter of credit, each drawing made
      thereunder, the obligations of any LC Obligor under this Agreement with
      respect thereto (although LC Fees relating thereto shall be payable
      directly to the Global Agent for the account of the Lenders as provided in
      Section 2.13 and the Revolving Facility LC Participants shall have no
      right to receive any portion of any fees of the nature contemplated by
      Section 2.13(e)), the obligations of any LC Obligor under any LC Documents
      pertaining thereto, and any security for, or guaranty pertaining to, any
      of the foregoing.

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<PAGE>

            (ii) In determining whether to pay under any Revolving Facility
      Letter of Credit, a LC Issuer shall not have any obligation relative to
      the Revolving Facility LC Participants other than to determine that any
      documents required to be delivered under such Revolving Facility Letter of
      Credit have been delivered and that they appear to comply on their face
      with the requirements of such Revolving Facility Letter of Credit. Any
      action taken or omitted to be taken by a LC Issuer under or in connection
      with any Revolving Facility Letter of Credit, if taken or omitted in the
      absence of gross negligence or willful misconduct, shall not create for
      such LC Issuer any resulting liability.

            (iii) In the event that a LC Issuer makes any payment under any
      Revolving Facility Letter of Credit and the applicable LC Obligor shall
      not have reimbursed such amount in full to such LC Issuer pursuant to
      Section 2.05(h), such LC Issuer shall promptly notify the Global Agent,
      and the Global Agent shall promptly notify each Revolving Facility LC
      Participant, of such failure, and each Revolving Facility LC Participant
      shall promptly and unconditionally pay to the Global Agent for the account
      of such LC Issuer, the amount of such Revolving Facility LC Participant's
      Funding Percentage of such payment in Dollars or in the applicable
      Designated Foreign Currency in which such Revolving Facility Letter of
      Credit is denominated and in same day funds; provided, however, that no
      Revolving Facility LC Participant shall be obligated to pay to the Global
      Agent its Funding Percentage of such unreimbursed amount for any wrongful
      payment made by such LC Issuer under a Revolving Facility Letter of Credit
      as a result of acts or omissions constituting willful misconduct or gross
      negligence on the part of such LC Issuer. If the Global Agent so notifies
      any Revolving Facility LC Participant required to fund a payment under a
      Revolving Facility Letter of Credit prior to 11:00 A.M. (local time at its
      Notice Office) on any Business Day, such Revolving Facility LC Participant
      shall make available to the Global Agent for the account of the relevant
      LC Issuer such Revolving Facility LC Participant's Funding Percentage of
      the amount of such payment on such Business Day in same day funds. If and
      to the extent such Revolving Facility LC Participant shall not have so
      made its Funding Percentage of the amount of such payment available to the
      Global Agent for the account of the relevant LC Issuer, such Revolving
      Facility LC Participant agrees to pay to the Global Agent for the account
      of such LC Issuer forthwith on demand such amount, together with interest
      thereon, for each day from such date until the date such amount is paid to
      the Global Agent for the account of such LC Issuer at the Federal Funds
      Effective Rate. The failure of any Revolving Facility LC Participant to
      make available to the Global Agent for the account of the relevant LC
      Issuer its Funding Percentage of any payment under any Revolving Facility
      Letter of Credit shall not relieve any other Revolving Facility LC
      Participant of its obligation hereunder to make available to the Global
      Agent for the account of such LC Issuer its Funding Percentage of any
      payment under any Revolving Facility Letter of Credit on the date
      required, as specified above, but no Revolving Facility LC Participant
      shall be responsible for the failure of any other Revolving Facility LC
      Participant to make available to the Global Agent for the account of such
      LC Issuer such other Revolving Facility LC Participant's Funding
      Percentage of any such payment.

            (iv) Whenever a LC Issuer receives a payment of a reimbursement
      obligation from an LC Obligor as to which the Global Agent has received
      for the account of such LC Issuer any payments from the Revolving Facility
      LC Participants pursuant to subpart (iii) above, such LC Issuer shall pay
      to the Global Agent and the Global Agent shall promptly pay to each
      Revolving Facility LC Participant that has paid its applicable Funding
      Percentage thereof, in same day funds, an amount equal to such Revolving
      Facility LC Participant's applicable Payment Sharing Percentage of the
      principal amount thereof and interest thereon accruing after the purchase
      of the respective Revolving Facility LC Participations, as and to the
      extent so received.

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<PAGE>

            (v)   The obligations of the Revolving Facility LC Participants to
      make payments to the Global Agent for the account of each LC Issuer with
      respect to Revolving Facility Letters of Credit shall be irrevocable and
      not subject to counterclaim, set-off or other defense or any other
      qualification or exception whatsoever and shall be made in accordance with
      the terms and conditions of this Agreement under all circumstances,
      including, without limitation, any of the following circumstances:

                  (A) any lack of validity or enforceability of this Agreement
                  or any of the other Loan Documents;

                  (B) the existence of any claim, set-off, defense or other
                  right that any LC Obligor may have at any time against a
                  beneficiary named in a Revolving Facility Letter of Credit,
                  any transferee of any Revolving Facility Letter of Credit (or
                  any Person for whom any such transferee may be acting), the
                  Global Agent, any LC Issuer, any Lender, or other Person,
                  whether in connection with this Agreement, any Revolving
                  Facility Letter of Credit, the transactions contemplated
                  herein or any unrelated transactions (including any underlying
                  transaction between the applicable LC Obligor and the
                  beneficiary named in any such Revolving Facility Letter of
                  Credit), other than any claim that the applicable LC Obligor
                  may have against any applicable LC Issuer for gross negligence
                  or willful misconduct of such LC Issuer in making payment
                  under any applicable Revolving Facility Letter of Credit;

                  (C) any draft, certificate or other document presented under
                  the Revolving Facility Letter of Credit proving to be forged,
                  fraudulent, invalid or insufficient in any respect or any
                  statement therein being untrue or inaccurate in any respect;

                  (D) the surrender or impairment of any security for the
                  performance or observance of any of the terms of any of the
                  Loan Documents; or

                  (E) the occurrence of any Default or Event of Default.

            (vi)  To the extent any LC Issuer is not indemnified by the Company
      or any LC Obligor, the Revolving Facility LC Participants will reimburse
      and indemnify such LC Issuer, in proportion to their respective Fixed
      Commitment Percentages, for and against any and all liabilities,
      obligations, losses, damages, penalties, claims, actions, judgments,
      costs, expenses or disbursements of whatsoever kind or nature that may be
      imposed on, asserted against or incurred by such LC Issuer in performing
      its respective duties in any way related to or arising out of Revolving
      Facility LC Issuances by it; provided, however, that no Revolving Facility
      LC Participants shall be liable for (A) any portion of such liabilities,
      obligations, losses, damages, penalties, claims, actions, judgments,
      costs, expenses or disbursements resulting from such LC Issuer's gross
      negligence or willful misconduct, or (B) any portion of such liabilities,
      obligations, losses, damages, penalties, claims, actions, judgments,
      costs, expenses or disbursements resulting from the failure of any other
      Revolving Facility LC Participant to fund any Revolving Facility LC
      Participation pursuant to this Section.

      Section 2.06 Canadian Letters of Credit.

      (a) Canadian LC Issuance. At any time after a Canadian Borrower has become
a Foreign Subsidiary Borrower under this Agreement in accordance with Section
2.18 and thereafter during the remaining Credit Facility Availability Period,
the Company may request a LC Issuer at any time and from

                                       40

<PAGE>

time to time to issue, for the account of any Canadian Borrower, and subject to
and upon the terms and conditions herein set forth, each LC Issuer agrees to
issue from time to time Canadian Letters of Credit denominated and payable in
Canadian Dollars and in each case in such form as may be approved by such LC
Issuer and the Global Agent; provided, however, that notwithstanding the
foregoing, no Canadian LC Issuance shall be made if (i) after giving effect
thereto, (A) the Canadian LC Outstandings would exceed the Canadian LC
Commitment Amount, (B) the Canadian Sub-Facility Exposure of any Canadian Lender
would exceed such Canadian Lender's Canadian Commitment, (C) the Aggregate
Canadian Sub-Facility Exposure would exceed the Total Canadian Commitment, (D)
the Foreign Currency Exposure would exceed the Maximum Foreign Exposure Amount,
(E) the Foreign Subsidiary Borrower Exposure would exceed the Maximum Foreign
Exposure Amount, or (F) any Borrower would be required to prepay Loans or cash
collateralize Letters of Credit pursuant to Section 2.15(b) hereof. Subject to
Section 2.06(c) below, each Canadian Letter of Credit shall have an expiry date
(including any renewal periods) occurring not later than the earlier of (x) one
year from the date of issuance thereof, and (y) 30 Business Days prior to the
Credit Facility Termination Date.

      (b) Canadian LC Requests. Whenever the Company desires that a Letter of
Credit be issued for the account of a Canadian Borrower, the Company shall give
the applicable LC Issuer, and shall give or cause to be given to the Global
Agent, written or telephonic notice (in the case of telephonic notice, promptly
confirmed in writing if so requested by the Global Agent) which, if in the form
of written notice shall be substantially in the form of Exhibit B-4 (each such
request, a "Canadian LC Request"), or transmit by electronic communication (if
arrangements for doing so have been approved by such LC Issuer), prior to 11:00
A.M. (local time at the Notice Office) at least three Business Days (or such
shorter period as may be acceptable to the relevant LC Issuer) prior to the
proposed date of issuance (which shall be a Business Day), which Canadian LC
Request shall include such supporting documents that such LC Issuer customarily
requires in connection therewith. In the event of any inconsistency between any
of the terms or provisions of any LC Document relating to any Canadian Letter of
Credit and the terms and provisions of this Agreement respecting Canadian
Letters of Credit, the terms and provisions of this Agreement shall control.

      (c) Auto-Renewal Letters of Credit. If an LC Obligor so requests in any
applicable Canadian LC Request, each LC Issuer shall agree to issue a Canadian
Letter of Credit that has automatic renewal provisions; provided, however, that
any Canadian Letter of Credit that has automatic renewal provisions must permit
such LC Issuer to prevent any such renewal at least once in each twelve-month
period (commencing with the date of issuance of such Canadian Letter of Credit)
by giving prior notice to the beneficiary thereof not later than a day in each
such twelve-month period to be agreed upon at the time such Canadian Letter of
Credit is issued. Once any such Canadian Letter of Credit that has automatic
renewal provisions has been issued, the Canadian Lenders shall be deemed to have
authorized (but may not require) such LC Issuer to permit the renewal of such
Canadian Letter of Credit at any time to an expiry date not later than 30
Business Days prior to the Credit Facility Termination Date; provided, however,
that such LC Issuer shall not permit any such renewal if (i) such LC Issuer has
determined that it would have no obligation at such time to issue such Canadian
Letter of Credit in its renewed form under the terms hereof, or (ii) it has
received notice (which may be by telephone or in writing) on or before the day
that is two Business Days before the date that such LC Issuer is permitted to
send a notice of non-renewal from the Global Agent, any Lender or the Company
that one or more of the applicable conditions specified in Section 4.05 is not
then satisfied.

      (d) Applicability of ISP98 and UCP. Unless otherwise expressly agreed by a
LC Issuer and the applicable LC Obligor, when a Canadian Letter of Credit is
issued, (i) the rules of the "International Standby Practices 1998" published by
the Institute of International Banking Law & Practice (or such later version
thereof as may be in effect at the time of issuance) shall apply to each Standby
Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently

                                       41

<PAGE>

published by the International Chamber of Commerce at the time of issuance
(including the International Chamber of Commerce's decision published by the
Commission on Banking Technique and Practice on April 6, 1998 regarding the
European single currency (euro)) shall apply to each Commercial Letter of
Credit.

      (e) Notice of Canadian LC Issuance. Each LC Issuer shall, on the date of
each Canadian LC Issuance by it, give the Global Agent, each applicable Lender
and the Company written notice of such Canadian LC Issuance which shall specify
whether such Canadian Letter of Credit is a Commercial Letter of Credit or a
Standby Letter of Credit and be accompanied by a copy to the Global Agent of the
Canadian Letter of Credit or Canadian Letters of Credit issued by it. Each LC
Issuer shall provide to the Global Agent and each Canadian Lender a quarterly
(or monthly if requested by any applicable Lender) summary describing each
Canadian Letter of Credit issued by such LC Issuer and then outstanding and an
identification for the relevant period of the daily aggregate Canadian LC
Outstandings represented by Canadian Letters of Credit issued by such LC Issuer.

      (f) Defaulting Lender. Notwithstanding the foregoing, in the event a
Lender Default exists, no LC Issuer shall be required to make any Canadian LC
Issuance unless either (i) such LC Issuer has entered into arrangements
satisfactory to it and the Company to eliminate such LC Issuer's risk with
respect to the Canadian LC Participations of the Defaulting Lender or Defaulting
Lenders, including by cash collateralizing such Defaulting Lender's or
Defaulting Lenders' Canadian Commitment Percentage of the Canadian LC
Outstandings; or (ii) such Canadian LC Issuance, taking into account the
potential failure of the Defaulting Lender or Defaulting Lenders to risk
participate therein, will not cause such LC Issuer to incur aggregate credit
exposure hereunder with respect to Loans and Canadian LC Outstandings in excess
of its Commitments, and the Company has undertaken, for the benefit of such LC
Issuer, pursuant to an instrument satisfactory in form and substance to such LC
Issuer, not to thereafter incur Loans or Canadian LC Outstandings hereunder that
would cause such LC Issuer to incur aggregate credit exposure hereunder with
respect to Loans and Canadian LC Outstandings in excess of its Commitments.

      (g) Reimbursement Obligations.

            (i) Each Canadian Borrower hereby agrees to reimburse each LC
      Issuer, by making payment directly to such LC Issuer in immediately
      available funds at the payment office of such LC Issuer in Canada, for any
      Unpaid Drawings with respect to any Canadian Letter of Credit immediately
      after, and in any event on the date on which, such LC Issuer notifies the
      Company and the applicable LC Obligor of such payment or disbursement
      (which notice to the Company or such Obligor shall be delivered reasonably
      promptly after any such payment or disbursement), such payment to be made
      in Canadian Dollars, with interest on the amount so paid or disbursed by
      such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local
      time at the payment office of the applicable LC Issuer in Canada) on the
      date of such payment or disbursement, from and including the date paid or
      disbursed to but not including the date such LC Issuer is reimbursed
      therefor at a rate per annum that shall be the rate then applicable to
      Canadian Revolving Loans that are Canadian Base Rate Loans (plus an
      additional 2% per annum if not reimbursed on the date of such payment or
      disbursement), any such interest also to be payable on demand. If by 11:00
      A.M. on the Business Day immediately following notice to it of its
      obligation to make reimbursement in respect of an Unpaid Drawing, the
      relevant LC Obligor has not made such reimbursement out of its available
      cash on hand or a contemporaneous Canadian Borrowing hereunder (if such
      Canadian Borrowing is otherwise available to such LC Obligor), (x) the LC
      Obligor will in each case be deemed to have given a Notice of Borrowing
      for Canadian Revolving Loans that are Canadian Base Rate Loans in an
      aggregate Dollar Equivalent principal amount sufficient to reimburse such
      Unpaid Drawing (and the Global Agent shall promptly give notice to the
      Canadian Lenders of such deemed Notice of Borrowing), (y) the

                                       42

<PAGE>

      Canadian Lenders shall, unless they are legally prohibited from doing so,
      make the Canadian Revolving Loans contemplated by such deemed Notice of
      Borrowing (which Canadian Revolving Loans shall be considered made under
      Section 2.03), and (z) the proceeds of such Canadian Revolving Loans shall
      be disbursed directly to the applicable LC Issuer to the extent necessary
      to effect such reimbursement, with any excess proceeds to be made
      available to the applicable Canadian Borrower in accordance with the
      applicable provisions of this Agreement.

            (ii) Obligations Absolute. Each LC Obligor's obligation under this
      Section to reimburse each LC Issuer with respect to Unpaid Drawings
      (including, in each case, interest thereon) shall be absolute and
      unconditional under any and all circumstances and irrespective of any
      setoff, counterclaim or defense to payment that such LC Obligor may have
      or have had against such LC Issuer, the Global Agent or any Lender,
      including, without limitation, any defense based upon the failure of any
      drawing under a Canadian Letter of Credit to conform to the terms of the
      Canadian Letter of Credit or any non-application or misapplication by the
      beneficiary of the proceeds of such drawing; provided, however, that no LC
      Obligor shall be obligated to reimburse a LC Issuer for any wrongful
      payment made by such LC Issuer under a Canadian Letter of Credit as a
      result of acts or omissions constituting willful misconduct or gross
      negligence on the part of such LC Issuer.

      (h)   Canadian LC Participations.

            (i) Immediately upon each Canadian LC Issuance, the LC Issuer of
      such Canadian Letter of Credit shall be deemed to have sold and
      transferred to each Canadian Lender, and each such Canadian Lender (each a
      "Canadian LC Participant") shall be deemed irrevocably and unconditionally
      to have purchased and received from such LC Issuer, without recourse or
      warranty, an undivided interest and participation (a "Canadian LC
      Participation"), to the extent of such Lender's Canadian Commitment
      Percentage of the Stated Amount of such Canadian Letter of Credit in
      effect at such time of issuance, in such Canadian Letter of Credit, each
      substitute letter of credit, each drawing made thereunder, the obligations
      of any LC Obligor under this Agreement with respect thereto (although LC
      Fees relating thereto shall be payable directly to the Global Agent for
      the account of the Lenders as provided in Section 2.13 and the Canadian LC
      Participants shall have no right to receive any portion of any fees of the
      nature contemplated by Section 2.13(e)), the obligations of any LC Obligor
      under any LC Documents pertaining thereto, and any security for, or
      guaranty pertaining to, any of the foregoing.

            (ii) In determining whether to pay under any Canadian Letter of
      Credit, a LC Issuer shall not have any obligation relative to the Canadian
      LC Participants other than to determine that any documents required to be
      delivered under such Canadian Letter of Credit have been delivered and
      that they appear to comply on their face with the requirements of such
      Canadian Letter of Credit. Any action taken or omitted to be taken by a LC
      Issuer under or in connection with any Canadian Letter of Credit, if taken
      or omitted in the absence of gross negligence or willful misconduct, shall
      not create for such LC Issuer any resulting liability.

            (iii) In the event that a LC Issuer makes any payment under any
      Canadian Letter of Credit and the applicable LC Obligor shall not have
      reimbursed such amount in full to such LC Issuer pursuant to Section
      2.06(g), such LC Issuer shall promptly notify the Global Agent, and the
      Global Agent shall promptly notify each Canadian LC Participant of such
      failure, and each Canadian LC Participant shall promptly and
      unconditionally pay to the Global Agent at the Canadian Payment Office for
      the account of such LC Issuer, the amount of such Canadian LC
      Participant's Canadian Commitment Percentage of such payment in Canadian
      Dollars and in same day funds; provided, however, that no Canadian LC
      Participant shall be obligated to pay to

                                       43

<PAGE>

      the Global Agent its Canadian Commitment Percentage of such unreimbursed
      amount for any wrongful payment made by such LC Issuer under a Canadian
      Letter of Credit as a result of acts or omissions constituting willful
      misconduct or gross negligence on the part of such LC Issuer. If the
      Global Agent so notifies any Canadian LC Participant required to fund a
      payment under a Canadian Letter of Credit prior to 11:00 A.M. (local time
      at its Notice Office) on any Business Day, such Canadian LC Participant
      shall make available to the Global Agent at the Canadian Payment Office
      for the account of the relevant LC Issuer such Canadian LC Participant's
      Canadian Commitment Percentage of the amount of such payment on such
      Business Day in same day funds. If and to the extent such Canadian LC
      Participant shall not have so made its Canadian Commitment Percentage of
      the amount of such payment available to the Global Agent for the account
      of the relevant LC Issuer, such Participant agrees to pay to the Global
      Agent for the account of such LC Issuer, forthwith on demand such amount,
      together with interest thereon, for each day from such date until the date
      such amount is paid to the Global Agent for the account of such LC Issuer
      at the Federal Funds Effective Rate. The failure of any Canadian LC
      Participant to make available to the Global Agent for the account of the
      relevant LC Issuer its Canadian Commitment Percentage of any payment under
      any Canadian Letter of Credit shall not relieve any other Canadian LC
      Participant of its obligation hereunder to make available to the Global
      Agent for the account of such LC Issuer its Canadian Commitment Percentage
      of any payment under any Canadian Letter of Credit on the date required,
      as specified above, but no Canadian LC Participant shall be responsible
      for the failure of any other Canadian LC Participant to make available to
      the Global Agent for the account of such LC Issuer such other Canadian LC
      Participant's Canadian Commitment Percentage of any such payment.

            (iv) Whenever a LC Issuer receives a payment of a reimbursement
      obligation from an LC Obligor as to which the Global Agent has received
      for the account of such LC Issuer any payments from the Canadian LC
      Participants pursuant to subpart (iii) above, such LC Issuer shall pay to
      the Global Agent at the Canadian Payment Office and the Global Agent shall
      promptly pay to each Canadian LC Participant that has paid its applicable
      Canadian Commitment Percentage thereof, in same day funds, an amount equal
      to such Canadian LC Participant's applicable Canadian Commitment
      Percentage of the principal amount thereof and interest thereon accruing
      after the purchase of the respective Canadian LC Participations, as and to
      the extent so received.

            (v) The obligations of the Canadian LC Participants to make payments
      to the Global Agent for the account of each LC Issuer with respect to
      Canadian Letters of Credit shall be irrevocable and not subject to
      counterclaim, set-off or other defense or any other qualification or
      exception whatsoever and shall be made in accordance with the terms and
      conditions of this Agreement under all circumstances, including, without
      limitation, any of the following circumstances:

                (A) any lack of validity or enforceability of this Agreement or
                any of the other Loan Documents;

                (B) the existence of any claim, set-off, defense or other right
                that any LC Obligor may have at any time against a beneficiary
                named in a Canadian Letter of Credit, any transferee of any
                Canadian Letter of Credit (or any Person for whom any such
                transferee may be acting), the Global Agent, any LC Issuer, any
                Lender, or other Person, whether in connection with this
                Agreement, any Canadian Letter of Credit, the transactions
                contemplated herein or any unrelated transactions (including any
                underlying transaction between the applicable LC Obligor and the
                beneficiary named in any such Canadian Letter of Credit), other
                than any claim that the applicable LC Obligor may have against
                any applicable

                                       44
<PAGE>

                LC Issuer for gross negligence or willful misconduct of such LC
                Issuer in making payment under any applicable Canadian Letter of
                Credit;

                (C) any draft, certificate or other document presented under the
                Canadian Letter of Credit proving to be forged, fraudulent,
                invalid or insufficient in any respect or any statement therein
                being untrue or inaccurate in any respect;

                (D) the surrender or impairment of any security for the
                performance or observance of any of the terms of any of the Loan
                Documents; or

                (E) the occurrence of any Default or Event of Default.

           (vi) To the extent any LC Issuer is not indemnified by the Company or
      any LC Obligor, the Canadian LC Participants will reimburse and indemnify
      such LC Issuer, in proportion to their respective Canadian Commitment
      Percentages, for and against any and all liabilities, obligations, losses,
      damages, penalties, claims, actions, judgments, costs, expenses or
      disbursements of whatsoever kind or nature that may be imposed on,
      asserted against or incurred by such Issuer in performing its respective
      duties in any way related to or arising out of LC Issuances by it;
      provided, however, that no Canadian LC Participants shall be liable for
      (A) any portion of such liabilities, obligations, losses, damages,
      penalties, claims, actions, judgments, costs, expenses or disbursements
      resulting from such LC Issuer's gross negligence or willful misconduct, or
      (B) any portion of such liabilities, obligations, losses, damages,
      penalties, claims, actions, judgments, costs, expenses or disbursements
      resulting from the failure of any other Canadian LC Participant to fund
      any Canadian LC Participation pursuant to this Section.

      Section 2.07 Notice of Borrowing.

      (a) Time of Notice. Each Borrowing of a Loan shall be made upon notice in
the form provided for below which shall be provided by the applicable Borrower
to the Global Agent at its Notice Office not later than (i) in the case of each
Borrowing of a Fixed Rate Loan, 11:00 A.M. (local time at its Notice Office), or
1:00 P.M. (local time at its Notice Office) if the Global Agent has provided a
Notice of Adjustment pursuant to Section 2.09(b) on such day, at least three
Business Days prior to the date of such Borrowing, (ii) in the case of each
Borrowing of a Base Rate Loan, prior to 11:00 A.M. (local time at its Notice
Office), or 1:00 P.M. (local time at its Notice Office) if the Global Agent has
provided a Notice of Adjustment pursuant to Section 2.09(b) on such day, on the
proposed date of such Borrowing, and (iii) in the case of any Borrowing under
the Swing Line Facility, prior to 1:00 P.M. (local time at its Notice Office) on
the proposed date of such Borrowing.

      (b) Notice of Borrowing. Each request for a Borrowing shall be made by an
Authorized Officer of the Borrower requesting such Borrowing by delivering
written notice of such request substantially in the form of Exhibit B-1 hereto
(each such notice, a "Notice of Borrowing") or by telephone (to be confirmed
immediately in writing by delivery by an Authorized Officer of such Borrower of
a Notice of Borrowing), and in any event each such request shall be irrevocable
and shall specify (i) the aggregate principal amount of the Loans to be made
pursuant to such Borrowing, (ii) the date of the Borrowing (which shall be a
Business Day), (iii) the Type of Loans such Borrowing will consist of, and (iv)
if applicable, the initial Interest Period, the Swing Loan Maturity Date (which
shall be less than 30 days) and Designated Foreign Currency applicable thereto.
Without in any way limiting the obligation of any Borrower to confirm in writing
any telephonic notice permitted to be given hereunder, the Global Agent may act
prior to receipt of written confirmation without liability upon the basis of
such telephonic notice believed by the Global Agent in good faith to be from an
Authorized Officer of the applicable Borrower entitled to give telephonic
notices under this Agreement on behalf of such Borrower.

                                       45
<PAGE>

In each such case, the Global Agent's record of the terms of such telephonic
notice shall be conclusive absent manifest error.

      (c) Minimum Borrowing Amount. The aggregate principal amount of each
Borrowing by any Borrower shall not be less than the Minimum Borrowing Amount.

      (d) Maximum Borrowings. More than one Borrowing may be incurred by a
Borrower on any day; provided, however, that (i) if there are two or more
Borrowings on a single day by the same Borrower that consist of Fixed Rate
Loans, each such Borrowing shall have a different initial Interest Period, (ii)
at no time shall there be more than ten Borrowings of Fixed Rate Loans
outstanding hereunder for all of the Borrowers, and (iii) at no time shall there
be more than three Borrowings of Canadian Revolving Loans outstanding hereunder.

      Section 2.08 Funding Obligations; Disbursement of Funds.

      (a) Several Nature of Funding Obligations. The Commitments of each Lender
hereunder and the obligation of each Lender to make Loans, acquire and fund
Swing Loan Participations, Revolving Facility LC Participations and Canadian LC
Participations, as the case may be, are several and not joint obligations. No
Lender shall be responsible for any default by any other Lender in its
obligation to make Loans or fund any participation hereunder and each Lender
shall be obligated to make the Loans provided to be made by it and fund its
participations required to be funded by it hereunder, regardless of the failure
of any other Lender to fulfill any of its Commitments hereunder. Nothing herein
and no subsequent termination of the Commitments pursuant to Section 2.14 shall
be deemed to relieve any Lender from its obligation to fulfill its commitments
hereunder and in existence from time to time or to prejudice any rights that the
Borrowers may have against any Lender as a result of any default by such Lender
hereunder.

      (b) Funding Obligations. Except with respect to the making of Swing Loans
by the Swing Line Lender, all Loans hereunder shall be funded as follows: (i)
all Revolving Loans made, and Revolving Facility LC Participations acquired by
each Lender, shall be made or acquired, as the case may be, on a pro rata basis
based upon each Lender's Funding Percentage of the amount of such Revolving
Borrowing or Revolving Facility Letter of Credit in effect on the date the
applicable Revolving Borrowing is to be made or the Revolving Facility Letter of
Credit is to be issued, and (ii) all Canadian Revolving Loans made, and Canadian
LC Participations acquired by each Canadian Lender, shall be made or acquired,
as the case may be, on a pro rata basis based upon each Canadian Lender's
Canadian Commitment Percentage of the amount of such Canadian Borrowing or
Canadian LC Participation in effect on the date the applicable Canadian
Borrowing is to be made.

      (c) Notice to Lenders. The Global Agent shall promptly give each Lender
written notice (or telephonic notice promptly confirmed in writing) of each
proposed Borrowing, or Conversion or Continuation thereof, and LC Issuance, and
of such Lender's proportionate share thereof or participation therein and of the
other matters covered by the Notice of Borrowing, Notice of Continuation or
Conversion, Revolving Facility LC Request or Canadian LC Request, as the case
may be, relating thereto.

      (d) Funding of Loans.

            (i) Revolving Loans. No later than 4:00 P.M. (local time at the
      Payment Office) on the date specified in each Notice of Borrowing, each
      Lender will make available its Funding Amount, if any, of each Revolving
      Borrowing requested to be made on such date to the Global Agent at the
      Payment Office in Dollars or the applicable Designated Foreign Currency
      and in immediately available funds and the Global Agent promptly will make
      available to the

                                       46
<PAGE>

      appropriate Borrower by depositing to its account at the Payment Office
      (or such other account as such Borrower shall specify) the aggregate of
      the amounts so made available in the type of funds received.

            (ii) Canadian Revolving Loans. No later than 4:00 P.M. (local time
      at the Canadian Payment Office) on the date specified in each Notice of
      Borrowing, each Canadian Lender will make available its proportionate
      share, if any, of each Canadian Borrowing (which in the case of BA
      Equivalent Loans shall be the amount of BA Discount Proceeds due by such
      Canadian Lender with respect to such BA Equivalent Loans) requested to be
      made on such date to the Global Agent at the Canadian Payment Office in
      Canadian Dollars and in immediately available funds and the Canadian
      Administrative Branch of the Global Agent promptly will make available to
      the appropriate Canadian Borrower by depositing to its account at the
      Canadian Payment Office (or such other account in Canada as such Canadian
      Borrower shall specify) the aggregate of the amounts so made available in
      the type of funds received; provided, however, that the Acceptance Fee
      payable by the Canadian Borrowers to each Canadian Lender pursuant to
      Section 2.13(b) in respect of each BA Equivalent Loan made by such
      Canadian Lender to the Canadian Borrowers shall be set off against the BA
      Discount Proceeds payable by such Canadian Lender pursuant to this
      subpart.

            (iii) Swing Loans. No later than 2:00 P.M. (local time at the
      Payment Office) on the date specified in each Notice of Borrowing, the
      Swing Line Lender will make available to the Company by depositing to its
      account at the Payment Office (or such other account as the Company shall
      specify) the aggregate of Swing Loans requested in such Notice of
      Borrowing.

      (e) Advance Funding. Unless the Global Agent shall have been notified by
any Lender prior to the date of Borrowing that such Lender does not intend to
make available to the Global Agent its portion of the Borrowing or Borrowings to
be made on such date, the Global Agent may assume that such Lender has made such
amount available to the Global Agent or the Canadian Administrative Branch of
the Global Agent, as the case may be, on such date of Borrowing, and the Global
Agent or the Canadian Administrative Branch of the Global Agent, in reliance
upon such assumption, may (in their sole discretion and without any obligation
to do so) make available to the applicable Borrower a corresponding amount. If
such corresponding amount is not in fact made available to the Global Agent or
the Canadian Administrative Branch of the Global Agent, as the case may be, by
such Lender and the Global Agent or the Canadian Administrative Branch of the
Global Agent has made the same available to such Borrower, the Global Agent or
the Canadian Administrative Branch of the Global Agent shall be entitled to
recover such corresponding amount from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Global Agent's demand therefor, the
Global Agent shall promptly notify such Borrower, and such Borrower shall
immediately pay such corresponding amount to the Global Agent or the Canadian
Administrative Branch of the Global Agent, as appropriate. The Global Agent or
the Canadian Administrative Branch of the Global Agent, as applicable, shall
also be entitled to recover from such Lender or such Borrower, as the case may
be, interest on such corresponding amount in respect of each day from the date
such corresponding amount was made available by the Global Agent or the Canadian
Administrative Branch of the Global Agent to such Borrower to the date such
corresponding amount is recovered by the Global Agent or the Canadian
Administrative Branch of the Global Agent, at a rate per annum equal to (x) if
paid by such Lender, the overnight Federal Funds Effective Rate or (y) if paid
by such Borrower, the then applicable rate of interest, calculated in accordance
with Section 2.11, for the respective Loans (but without any requirement to pay
any amounts in respect thereof pursuant to Section 3.02).

      Section 2.09 Adjustment of Loans and Certain Other Obligations.

                                       47
<PAGE>

      (a) Requirement for Adjustment. If on any Adjustment Date (i) (w) the
Credit Facility Exposure of any Lender that is a Canadian Lender (whether
directly or by its Canadian Lending Installation) is in excess of an amount
equal to such Lender's Fixed Commitment Percentage of the Aggregate Credit
Facility Exposure and (x) such Lender has any Revolving Facility Exposure owing
to it, or (ii) (y) the Credit Facility Exposure of any Lender that is a Canadian
Lender (whether directly or by its Canadian Lending Installation) is less than
an amount equal to such Lender's Fixed Percentage of the Aggregate Credit
Facility Exposure and (z) the Non-Canadian Lenders have Revolving Facility
Exposure owing to them, then, in the case of each of the foregoing, the
Obligations owing to all of the Lenders shall be adjusted through a repayment
and re-advancement of the Revolving Loans and a sale of Revolving Facility LC
Outstandings in accordance with this Section, such that the Credit Facility
Exposure of each Lender is equal to its Fixed Commitment Percentage of the
Aggregate Credit Facility Exposure, or as close thereto as possible without
exceeding the amount of any Lender's Revolving Commitment or the Total Revolving
Commitment.

      (b) Notice of Adjustment. The Global Agent shall provide to each Lender
and the Company, on each Adjustment Date (or, if the Global Agent is aware of an
adjustment that is going to occur as a result of a notice received by the Global
Agent pursuant to Section 2.05(b), Section 2.07(b), Section 2.12(c) or Section
2.15(a), on the date any such notice is received by the Global Agent) notice by
12:00 noon (local time at its Notice Office) of any adjustment to be made
pursuant to this Section and shall specify therein for each Lender the details
regarding the adjustments to be made (a "Notice of Adjustment").

      (c) Manner of Adjustment. On each Adjustment Date, to the extent
necessary, the Revolving Loans and Revolving Facility LC Outstandings shall be
adjusted as hereinafter set forth such that the Credit Facility Exposure of each
Lender is equal to its Fixed Commitment Percentage of the Aggregate Credit
Facility Exposure, or as close thereto as possible without exceeding the amount
of any Lender's Revolving Commitment or the Total Revolving Commitment. Any
adjustment of the Revolving Loans and Revolving Facility LC Outstandings shall
be made by the Global Agent on the applicable Adjustment Date in the following
manner:

            (i) the Revolving Borrowings (and all the Revolving Loans comprising
      such Borrowings) designated by the Global Agent in the Notice of
      Adjustment relating to such adjustment, as determined in accordance with
      Section 2.09(d) below, as being required to be repaid, shall be repaid in
      full by the Revolving Facility Borrowers out of the proceeds of new
      Revolving Borrowings to be made as set forth in this Section;

            (ii) the Revolving Facility Borrowers shall pay on such Adjustment
      Date all of the accrued and unpaid interest owing on all of the Revolving
      Loans made to each Revolving Facility Borrower that are being repaid in
      accordance with this Section, together with any amounts that may be due
      pursuant to Section 2.09(h) below;

            (iii) the new Revolving Borrowings (and the Revolving Loans
      comprising such Revolving Borrowings) to be made pursuant to this Section
      shall, except as set forth below, be in the same aggregate principal
      amount (except in the case of an adjustment being made as a result of a
      request for a new Revolving Borrowing in which case the amount of the
      Revolving Loans shall be increased appropriately to reflect the amount of
      such new Revolving Borrowing), of the same Type, have the same Interest
      Period (or as close thereto as possible), and be in the same currency as
      the original Revolving Borrowings to which they relate; provided, however,
      that (i) the principal amount of the Revolving Loans to be made by each
      Lender pursuant to each such Revolving Borrowing shall be in the amount
      specified in the Notice of Adjustment sent by the Global Agent, and (ii)
      unless the applicable Revolving Facility Borrowers have properly

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<PAGE>

      submitted a Notice of Borrowing or Notice of Conversion or Continuation in
      accordance with this Agreement, all such Revolving Loans comprising such
      new Revolving Borrowings shall be US Base Rate Loans unless and until
      Converted in accordance with Section 2.12 by the applicable Revolving
      Facility Borrower to Fixed Rate Loans or, in the case of any Foreign
      Currency Loan, shall be repaid by the applicable Revolving Facility
      Borrower in full on the Adjustment Date unless the applicable Revolving
      Facility Borrower has Continued such Foreign Currency Loan in accordance
      with Section 2.12;

            (iv) if specified by the Global Agent in the Notice of Adjustment,
      each Lender or the applicable Lenders shall purchase from the other
      Lenders or other applicable Lenders the amount of the Revolving Facility
      LC Outstandings of such other Lenders or other applicable Lenders as
      specified in such Notice of Adjustment; and

            (v) the Revolving Facility Borrowers shall pay on such Adjustment
      Date all of the accrued and unpaid LC Fees with respect to any Revolving
      Facility LC Outstandings that are being sold pursuant to subpart (iv)
      above, together with any amounts that may be due pursuant to Section
      2.09(h) below.

      (d) Determination of Loans to be Repaid. In determining which Revolving
Loans are required to be repaid pursuant to this Section, the Global Agent shall
designate such Revolving Loans in the following order (in each case to the
extent Revolving Loans of such Type are outstanding and in an amount necessary
to effect the adjustments required pursuant to this Section): (i) first, US Base
Rate Loans, (ii) second, Eurodollar Loans (with Interest Periods ending closest
to the Adjustment Date on which such Eurodollar Loans are to be repaid having
preference over Interest Periods ending later), and (iii) third, Foreign
Currency Loans (with Interest Periods ending closest to the Adjustment Date on
which such Foreign Currency Loans are to be repaid having preference over
Interest Periods ending later).

      (e) Payment Obligations. To the extent necessary, each Lender shall pay to
the Global Agent, for distribution to the appropriate Lenders, the amounts
required to be paid by it pursuant to each Notice of Adjustment. Each such
Lender shall make such amounts available to the Global Agent at the times and in
the manner set forth in Section 2.08(d), provided that any amounts payable
pursuant to Section 2.09(c)(iv) above shall be paid by the appropriate Lenders
on the applicable Adjustment Date to the Global Agent or for the account of the
Lenders to which such payment is due in immediately available funds at the
Payment Office not later than 2:00 P.M. (local time at the Payment Office).

      (f) Participations. If any Lender determines that it is legally prohibited
from making any Revolving Loans when required to do so pursuant to this Section,
such Lender shall purchase an undivided participating interest in the Revolving
Credit Exposure of the other Lenders as appropriate in an amount equal to the
amount of the Revolving Loan or Revolving Loans such prohibited Lender was
required to fund. On the date that any prohibited Lender is required to purchase
a participation pursuant to the preceding sentence, each such Lender shall pay
to each other Lender, in immediately available funds, the amount due to each
such other Lender. If any amount required to be paid by any Lender to any other
Lender pursuant to the above provisions is not paid on the date such payment is
due, such Lender shall pay to each other Lender on demand interest on the amount
not so paid at the overnight Federal Funds Effective Rate from the due date
until such amount is paid in full.

      (g) Obligations Unconditional. Each Lender's obligation to make Revolving
Loans and/or to purchase Revolving Facility LC Outstandings or participations
pursuant to this Section shall be subject to the conditions that (i) such Lender
shall have received a Notice of Adjustment complying with the provisions hereof
and (ii) in the case of an adjustment being made as a result of a request by a
Revolving Facility Borrower for a new Revolving Borrowing, that such Revolving
Facility Borrower has satisfied

                                       49
<PAGE>

all of the conditions to the making of such new Revolving Facility Borrowing
pursuant to the terms of this Agreement, but otherwise shall be absolute and
unconditional and shall not be affected by any circumstance, including, without
limitation, (A) any set-off, counterclaim, recoupment, defense or other right
that such Lender may have against any other Lender, any Credit Party, or any
other Person, or any Credit Party may have against any Lender or other Person,
as the case may be, for any reason whatsoever; (B) the occurrence or continuance
of a Default or Event of Default; (C) any event or circumstance involving a
Material Adverse Effect upon the Borrowers; (D) any breach of any Loan Document
by any party thereto; or (E) any other circumstance, happening or event, whether
or not similar to any of the foregoing.

      (h) Breakage Compensation. Each Borrower shall be required to pay any
breakage compensation or other prepayment costs associated with the adjustment
of any of the Obligations pursuant to this Section, in each case in accordance
with Article III. The Global Agent shall use its best efforts to effect any
adjustment of the Obligations pursuant to this Section in a manner that
minimizes any such breakage compensation or prepayment costs, but shall not be
liable to the Borrowers for failing to do so.

      Section 2.10 Evidence of Obligations.

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

      (b) Loan Accounts of Global Agent; Lender Register. The Global Agent shall
maintain accounts in which it shall record (i) the amount of each Loan and
Borrowing made hereunder, the Type thereof, the currency in which such Loan is
denominated, the Interest Period and applicable interest rate and, in the case
of a Swing Loan, the Swing Loan Maturity Date applicable thereto, (ii) the
amount and other details with respect to each Letter of Credit issued hereunder,
(iii) the amount of any principal due and payable or to become due and payable
from the Borrowers to each Lender hereunder, (iv) the amount of any sum received
by the Global Agent hereunder for the account of the Lenders and each Lender's
share thereof, and (v) the other details relating to the Loans and Letters of
Credit to be made or issued hereunder. In addition, the Global Agent shall
maintain a register (the "Lender Register") on or in which it will record the
names and addresses of the Lenders, and the Commitments from time to time of
each of the Lenders. The Global Agent will make the Lender Register available to
any Lender or the Company upon its request.

      (c) Effect of Loan Accounts, etc. The entries made in the accounts
maintained pursuant to Section 2.10(a) and (b) shall be prima facie evidence of
the existence and amounts of the Obligations recorded therein, provided, that
the failure of any Lender or the Global Agent to maintain such accounts or any
error (other than manifest error) therein shall not in any manner affect the
obligation of any Credit Party to repay or prepay the Loans or the other
Obligations in accordance with the terms of this Agreement.

      (d) Notes. Upon request of any Lender or the Swing Line Lender, (i) the
Company will execute and deliver to such Lender a Revolving Facility Note with
blanks appropriately completed in conformity herewith to evidence the Company's
obligation to pay the principal of, and interest on, the Revolving Loans made to
it by such Lender, (ii) each Foreign Revolving Facility Borrower will execute
and deliver to such Lender a Revolving Facility Note with blanks appropriately
completed in conformity herewith to evidence its obligation to pay the principal
of, and interest on, the Revolving Loans made to it by such Lender, (iii) if
applicable, the Canadian Borrowers will execute and deliver to each Canadian

                                       50
<PAGE>

Lender a BA Equivalent Note and a Canadian Base Rate Note with blanks
appropriately completed in conformity herewith to evidence their obligation to
pay the principal of, and interest on, the Canadian Revolving Loans made to them
by such Lender, and (iv) the Company will execute and deliver to the Swing Line
Lender a Swing Line Note with blanks appropriately completed in conformity
herewith to evidence the Company's obligation to pay the principal of, and
interest on, the Swing Loans made to it by the Swing Line Lender; provided,
however, that the decision of any Lender or the Swing Line Lender to not request
a Note shall in no way detract from any Borrower's obligation to repay the Loans
and other amounts owing by such Borrower to such Lender or the Swing Line
Lender.

      Section 2.11 Interest; Default Rate.

      (a) Interest on Revolving Loans. The outstanding principal amount of each
Revolving Loan made by each Lender shall bear interest at a fluctuating rate per
annum that shall at all times be equal to (i) during such periods as such
Revolving Loan is a US Base Rate Loan, the Base Rate in effect from time to
time, (ii) during such periods as such Revolving Loan is a Eurodollar Loan, the
relevant Adjusted Eurodollar Rate for such Eurodollar Loan for the applicable
Interest Period plus the Applicable Margin in effect from time to time, and
(iii) during such periods as a Revolving Loan is a Foreign Currency Loan, the
relevant Adjusted Foreign Currency Rate for such Foreign Currency Loan for the
applicable Interest Period plus the Applicable Margin in effect from time to
time.

      (b) Interest on Canadian Revolving Loans. Each Canadian Base Rate Loan
made by each Canadian Lender shall bear interest on the outstanding principal
amount thereof at a fluctuating rate per annum that shall at all times be equal
to the Canadian Base Rate in effect from time to time.

      (c) Interest on Swing Loans. The outstanding principal amount of each
Swing Loan shall bear interest from the date of the Borrowing at a rate per
annum that shall be equal to the Quoted Rate applicable thereto.

      (d) Default Interest. Notwithstanding the above provisions, if an Event of
Default is in existence, upon written notice by the Global Agent (which notice
the Global Agent shall give at the direction of the Required Lenders), (i) all
outstanding amounts of principal and, to the extent permitted by law, all
overdue interest, in respect of each Loan shall bear interest, payable on
demand, at a rate per annum equal to the Default Rate, and (ii) the fees
applicable to any Revolving Facility LC Outstandings and Canadian LC
Outstandings shall be increased by an additional 2% per annum in excess of the
fees otherwise applicable thereto. In addition, if any amount (other than
amounts as to which the foregoing subparts (i) and (ii) are applicable) payable
by any Borrower under the Loan Documents is not paid when due, upon written
notice by the Global Agent (which notice the Global Agent shall give at the
direction of the Required Lenders), such amount shall bear interest, payable on
demand, at a rate per annum equal to 2% per annum above the interest rate that
is or would be applicable from time to time pursuant to Section 2.11(a)(i)
above.

      (e) Accrual and Payment of Interest. Interest shall accrue from and
including the date of any Borrowing to but excluding the date of any prepayment
or repayment thereof and shall be payable by the applicable Borrower: (i) in
respect of each US Base Rate Loan, quarterly in arrears on the last Business Day
of each March, June, September and December, (ii) in respect of each Canadian
Base Rate Loan, monthly in arrears on the last Business Day of each month, (iii)
in respect of each Fixed Rate Loan, on the last day of each Interest Period
applicable thereto and, in the case of an Interest Period in excess of three
months, on the dates that are successively three months after the commencement
of such Interest Period, (iv) in respect of any Swing Loan, quarterly in arrears
on the last Business Day of each March, June, September and December, and (v) in
respect of all Loans, on any repayment, prepayment or Conversion

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<PAGE>

(on the amount repaid, prepaid or Converted), on each Adjustment Date if
required pursuant to Section 2.09, at maturity (whether by acceleration or
otherwise), and, after such maturity, on demand.

      (f) Computations of Interest and Discounts. All computations of interest
on Fixed Rate Loans (other than BA Equivalent Loans) and Swing Loans hereunder
shall be made on the actual number of days elapsed over a year of 360 days, all
computations of interest on Base Rate Loans and Unpaid Drawings hereunder shall
be made on the actual number of days elapsed over a year of 365 or 366 days, as
applicable, and all computations of the Applicable BA Discount Rate with respect
to BA Equivalent Loans shall be made on the actual number of days elapsed in a
year of 365 days. For purposes of this Agreement, whenever interest to be paid
on a Canadian Revolving Loan is to be calculated on the basis of a period of
time that is less than a calendar year, the yearly rate of interest to which the
rate determined pursuant to such calculation is equivalent is the rate so
determined multiplied by the actual number of days in the calendar year in which
the same is to be ascertained and divided by such lesser period of time.

      (g) Information as to Interest Rates. The Global Agent upon determining
the interest rate for any Borrowing shall promptly notify the applicable
Borrowers and the Lenders thereof.

      Section 2.12 Conversion and Continuation of Loans.

      (a) Conversion and Continuation of Revolving Loans. Each Revolving
Facility Borrower shall have the right, subject to the terms and conditions of
this Agreement, to (i) Convert all or a portion of the outstanding principal
amount of Revolving Loans of one Type made to it into a Borrowing or Borrowings
of another Type of Loan that can be made to it pursuant to the Revolving
Facility and (ii) Continue a Borrowing of Eurodollar Loans or Foreign Currency
Loans, as the case may be, at the end of the applicable Interest Period as a new
Borrowing of Eurodollar Loans or Foreign Currency Loans (in the same Designated
Foreign Currency as the original Foreign Currency Loan) with a new Interest
Period; provided, however, that (A) no Foreign Currency Loan may be Converted
into a US Base Rate Loan, Eurodollar Loan or a Foreign Currency Loan that is
denominated in a different Designated Foreign Currency, and (B) any Conversion
of Eurodollar Loans into US Base Rate Loans shall be made on, and only on, the
last day of an Interest Period for such Eurodollar Loans.

      (b) Conversion and Continuation of Canadian Revolving Loans. The Canadian
Borrowers shall have the right, subject to the terms and conditions of this
Agreement, to (i) Convert all or a portion of the outstanding principal amount
of Canadian Revolving Loans of one Type made to them into a Borrowing or
Borrowings of another Type of Loan that can be made to them pursuant to the
Canadian Sub-Facility and (ii) Continue a Borrowing of BA Equivalent Loans at
the end of the applicable Interest Period as a new Borrowing of BA Equivalent
Loans with a new Interest Period; provided, however, that any Conversion of BA
Equivalent Loans into Canadian Base Rate Loans shall be made on, and only on,
the last day of an Interest Period for such BA Equivalent Loans.

      (c) Notice of Continuation and Conversion. Each Continuation or Conversion
of a Loan shall be made upon notice in the form provided for below provided by
the applicable Borrower to the Global Agent at its Notice Office not later than
(i) in the case of each Continuation of or Conversion into a Fixed Rate Loan,
prior to 11:00 A.M. (local time at its Notice Office), or 1:00 P.M. (local time
at its Notice Office) if the Global Agent has provided a Notice of Adjustment
pursuant to Section 2.09(b) on such day, at least three Business Days prior to
the date of such Continuation or Conversion, and (ii) in the case of each
Conversion to a Base Rate Loan, prior to 11:00 A.M. (local time at its Notice
Office), or 1:00 P.M. (local time at its Notice Office) if the Global Agent has
provided a Notice of Adjustment pursuant to Section 2.09(b) on such day, on the
proposed date of such Conversion. Each such request shall be made by an
Authorized Officer of the applicable Borrower delivering written notice of such
request substantially in the form of Exhibit B-2 hereto (each such notice, a
"Notice of Continuation or

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<PAGE>

Conversion") or by telephone (to be confirmed immediately in writing by delivery
by an Authorized Officer of such Borrower of a Notice of Continuation or
Conversion), and in any event each such request shall be irrevocable and shall
specify (A) the Borrowings to be Continued or Converted, (B) the date of the
Continuation or Conversion (which shall be a Business Day), and (C) the Interest
Period or, in the case of a Continuation, the new Interest Period. Without in
any way limiting the obligation of each Borrower to confirm in writing any
telephonic notice permitted to be given hereunder, the Global Agent may act
prior to receipt of written confirmation without liability upon the basis of
such telephonic notice believed by the Global Agent in good faith to be from an
Authorized Officer of such Borrower entitled to give telephonic notices under
this Agreement on behalf of such Borrower. In each such case, the Global Agent's
record of the terms of such telephonic notice shall be conclusive absent
manifest error.

      Section 2.13 Fees.

      (a) Facility Fees. The Company agrees to pay to the Global Agent, for the
ratable benefit of each Non-Defaulting Lender based upon each such Lender's
Fixed Commitment Percentage of the Total Revolving Commitment, as consideration
for the Commitments of the Lenders, facility fees (the "Facility Fees") for the
period from the Closing Date to, but not including, the Credit Facility
Termination Date, computed for each day at a rate per annum equal to (i) the
Applicable Facility Fee Rate in effect on such day times (ii) the Total
Revolving Commitment in effect on such day. Accrued Facility Fees shall be due
and payable in arrears on the last Business Day of each March, June, September
and December and on the Credit Facility Termination Date.

      (b) Acceptance Fees. The Canadian Borrowers shall pay an Acceptance Fee to
each Canadian Lender in respect of each BA Equivalent Loan to be made by such
Canadian Lender hereunder. Acceptance Fees shall be payable, in advance, to the
Canadian Administrative Branch of the Global Agent for the ratable benefit of
each Canadian Lender on the date of the making of each BA Equivalent Loan out of
the proceeds thereof as set forth in Section 2.08(d)(ii) and shall be calculated
at the rate per annum equal to the Applicable Margin in effect on such date on
the principal amount of, and for the duration of the Interest Period applicable
to, such BA Equivalent Loan.

      (c) LC Fees for Revolving Facility Letters of Credit.

            (i) The Company agrees to pay a fee in respect of each Revolving
      Facility Letter of Credit issued hereunder that is a Standby Letter of
      Credit for the period from the date of issuance of such Revolving Facility
      Letter of Credit until the expiration date thereof (including any
      extensions of such expiration date that may be made at the election of the
      account party or the beneficiary), computed for each day at a rate per
      annum equal to (A) the Applicable Margin in effect on such day times (B)
      the Stated Amount of such Revolving Facility Letter of Credit on such day.
      The foregoing fees shall be payable quarterly in arrears on the last
      Business Day of each March, June, September and December and on each
      Adjustment Date as set forth in Section 2.09 and on the Credit Facility
      Termination Date. Such fees shall be payable to the Global Agent, for the
      ratable benefit of the Lenders.

            (ii) The Company agrees to pay a fee in respect of each Revolving
      Facility Letter of Credit issued hereunder that is a Commercial Letter of
      Credit in an amount equal to (A) one-half of the Applicable Margin in
      effect on the date of issuance times (B) the Stated Amount of such
      Revolving Facility Letter of Credit. The foregoing fees shall be payable
      on the date of issuance of such Letter of Credit (or such other date as is
      agreed to by the Global Agent and the applicable LC Issuer, but in any
      case not later than the expiry date of such Revolving Facility Letter of
      Credit) , to the applicable LC Issuer for the ratable benefit of the
      Lenders based on each Lender's Funding Percentage in effect on the date of
      issuance.

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<PAGE>

      (d) LC Fees for Canadian Facility Letters of Credit.

            (i) The Canadian Borrowers agree to pay a fee in respect of each
      Canadian Letter of Credit issued hereunder that is a Standby Letter of
      Credit for the period from the date of issuance of such Canadian Letter of
      Credit until the expiration date thereof (including any extensions of such
      expiration date that may be made at the election of the account party or
      the beneficiary), computed for each day at a rate per annum equal to (A)
      the Applicable Margin in effect on the date of issuance (or any increase
      in the amount, or renewal or extension) thereof times (B) the Stated
      Amount of such Canadian Letter of Credit on such day. The foregoing fees
      shall be payable quarterly in arrears on the last Business Day of each
      March, June, September and December and on each Adjustment Date as set
      forth in Section 2.09 and on the Credit Facility Termination Date. Such
      fees shall be payable to the Canadian Administrative Branch of the Global
      Agent, for the ratable benefit of the Canadian Lenders.

            (ii) The Canadian Borrowers agree to pay a fee in respect of each
      Canadian Letter of Credit issued hereunder that is a Commercial Letters of
      Credit in an amount equal to (A) one-half of the Applicable Margin in
      effect on the date of issuance times (B) the Stated Amount of such
      Canadian Letter of Credit. The foregoing fees shall be payable on the date
      of issuance of such Canadian Letter of Credit (or such other date as is
      agreed to by the Global Agent and the applicable LC Issuer, but in any
      case not later than the expiry date of such Canadian Letter of Credit), to
      the applicable LC Issuer for the ratable benefit of the Canadian Lenders
      based on each Canadian Lender's Canadian Commitment Percentage in effect
      on the date of issuance.

      (e) Fronting Fees.

            (i) The Company agrees to pay directly to each LC Issuer, for its
      own account, any fronting fees agreed to between the Company and such LC
      Issuer in respect of each Revolving Facility Letter of Credit issued by
      it. Such fronting fees shall be due and payable on the date or dates
      agreed to between the Company and such LC Issuer.

            (ii) The Canadian Borrowers agree to pay directly to each LC Issuer,
      for its own account, any fronting fees agreed to between the Canadian
      Borrowers and such LC Issuer in respect of each Canadian Letter of Credit
      issued by it. Such fronting fees shall be due and payable on the date or
      dates agreed to between the Canadian Borrower and such LC Issuer.

      (f) Additional Charges of LC Issuer. The Company and each other Borrower,
as applicable, agree to pay directly to each LC Issuer upon each LC Issuance,
drawing under, or amendment, extension, renewal or transfer of, a Letter of
Credit issued by it such amount as shall at the time of such LC Issuance,
drawing, amendment, extension, renewal or transfer be the processing charge that
such LC Issuer is customarily charging for issuances of, drawings under or
amendments, extensions, renewals or transfers of, letters of credit issued by
it.

      (g) Global Agent Fees. The Company shall pay to the Global Agent, on the
Closing Date and thereafter, for its own account, the fees set forth in the
Global Agent Fee Letter.

      (h) Computations of Fees. All computations of Acceptance Fees shall be
based on the actual number of days elapsed over a year of 365 days and all
computations of Facility Fees, LC Fees and other Fees hereunder shall be made on
the actual number of days elapsed over a year of 360 days.

      Section 2.14 Termination and Reduction of Commitments.

                                       54
<PAGE>

      (a) Mandatory Termination of Commitments. All of the Commitments shall
terminate on the Credit Facility Termination Date.

      (b) Voluntary Termination of the Commitments. Upon at least three Business
Days' prior irrevocable written notice (or telephonic notice confirmed in
writing) to the Global Agent at its Notice Office (which notice the Global Agent
shall promptly transmit to each of the Lenders), the Company shall have the
right to terminate in whole the Commitments, provided that (i) all outstanding
Loans and Unpaid Drawings are contemporaneously prepaid in accordance with
Section 2.15 and (ii) either there are no outstanding Letters of Credit or the
Company shall contemporaneously cause all outstanding Letters of Credit to be
surrendered for cancellation (any such Letters of Credit to be replaced by
letters of credit issued by other financial institutions acceptable to each LC
Issuer and the Required Lenders).

      (c) Partial Reduction of Commitments. Upon at least three Business Days'
prior irrevocable written notice (or telephonic notice confirmed in writing) to
the Global Agent at its Notice Office (which notice the Global Agent shall
promptly transmit to each of the Lenders), the Company shall have the right to
partially and permanently reduce the Unutilized Total Revolving Commitment;
provided, however, that (i) any such reduction shall apply to proportionately
(based on each Lender's Fixed Commitment Percentage) and permanently reduce the
Revolving Commitment of each Lender and the Canadian Commitment of each Canadian
Lender, (ii) such reduction shall apply to proportionately and permanently
reduce the Revolving Facility LC Commitment Amount and the Maximum Foreign
Exposure Amount, but only to the extent that the Unutilized Total Revolving
Commitment would be reduced below any such limits, (iii) no such reduction shall
be permitted if any Borrower would be required to make a mandatory prepayment of
Loans or cash collateralize Letters of Credit pursuant to Section 2.15, and (iv)
any partial reduction shall be in the amount of at least $5,000,000 (or, if
greater, in integral multiples of $1,000,000).

      Section 2.15 Payments and Prepayments of Loans.

      (a) Voluntary Prepayments. Each Borrower shall have the right to prepay
any of the Loans owing by it, in whole or in part, without premium or penalty
(except as specified in subpart (d) below), from time to time. The Borrower
making such prepayment shall give the Global Agent at the Notice Office written
or telephonic notice (in the case of telephonic notice, promptly confirmed in
writing if so requested by the Global Agent) of its intent to prepay the Loans,
the amount of such prepayment and (in the case of Fixed Rate Loans) the specific
Borrowing(s) pursuant to which made, which notice shall be received by the
Global Agent by (x) 11:00 A.M. (local time at the Notice Office) three Business
Days prior to the date of such prepayment, in the case of any prepayment of
Fixed Rate Loans, or (y) 11:00 A.M. (local time at the Notice Office) one
Business Day prior to the date of such prepayment, in the case of any prepayment
of Base Rate Loans, and which notice shall promptly be transmitted by the Global
Agent to each of the affected Lenders; provided, however, that (i) in the case
of prepayment of any Borrowings, each partial prepayment of any such Borrowing
shall be in an aggregate principal of at least $5,000,000 (or, if less, the full
amount of such Borrowing) or the Dollar Equivalent thereof, or an integral
multiple of $1,000,000 or the Dollar Equivalent thereof in excess thereof; (ii)
no partial prepayment of any Loans made pursuant to a Borrowing shall reduce the
aggregate principal amount of such Loans outstanding pursuant to such Borrowing
to an amount less than the Minimum Borrowing Amount applicable thereto; and
(iii) each prepayment in respect of any Loans shall, unless otherwise specified
by the applicable Borrower, be applied to repay such Loans in accordance with
Section 2.16(b).

      (b) Mandatory Payments. The Loans shall be subject to mandatory repayment
or prepayment, and the Revolving LC Outstandings and Canadian LC Outstandings
shall be subject to cash collateralization requirements, in accordance with the
following provisions:

                                       55
<PAGE>

            (i) Maturity. Unless Continued or Converted in accordance with the
      terms of this Agreement, the principal amount of each Fixed Rate Loan
      shall be payable by the applicable Borrower on the last day of the
      Interest Period applicable to such Fixed Rate Loan. The entire principal
      amount of all outstanding Loans owing by each Borrower shall be repaid in
      full on the Credit Facility Termination Date.

            (ii) Adjustment Dates. The Borrowers shall repay the principal
      amount of the Loans required to be paid by each of them on any Adjustment
      Date in accordance with Section 2.09.

            (iii) Loans Exceed the Commitments. If on any date (after giving
      effect to any other payments on such date) (A) the Aggregate Credit
      Facility Exposure exceeds the Maximum Facility Amount, (B) the Credit
      Facility Exposure of any Lender exceeds such Lender's Revolving
      Commitment, (C) the Revolving Facility Exposure of any Lender exceeds such
      Lender's Revolving Commitment, (D) the Aggregate Revolving Facility
      Exposure exceeds the Total Revolving Commitment, (E) the Foreign Currency
      Exposure exceeds the Maximum Foreign Exposure Amount, (F) the Foreign
      Subsidiary Borrower Exposure exceeds the Maximum Foreign Exposure Amount,
      (G) the Canadian Sub-Facility Exposure of any Canadian Lender exceeds such
      Canadian Lender's Canadian Commitment, (H) the Aggregate Canadian
      Sub-Facility Exposure exceeds the Total Canadian Commitment, or (I) the
      aggregate principal amount of Swing Loans outstanding exceeds the Swing
      Line Commitment, then, in the case of each of the foregoing, the
      applicable Borrower or the Company shall ---- prepay on such date the
      principal amount of Loans and, after Loans have been paid in full, Unpaid
      Drawings, in an aggregate amount at least equal to such excess and
      conforming in the case of partial prepayments of Loans to the requirements
      as to the amounts of partial prepayments of Loans that are contained in
      subpart (a) above.

            (iv) Revolving Facility LC Outstandings Exceed Commitment. If on any
      date (A) the Revolving Facility LC Outstandings exceed the Revolving
      Facility LC Commitment Amount, or (B) the Canadian LC Outstandings exceed
      the Canadian LC Commitment Amount, in each case as then in effect, then
      the applicable LC Obligor ---- or the Company shall pay to the Global
      Agent or the Canadian Administrative Branch of the Global Agent, as
      appropriate, an amount in cash equal to such excess and the Global Agent
      shall hold such payment as security for the reimbursement obligations of
      the applicable LC Obligors hereunder in respect of Revolving Facility
      Letters of Credit or Canadian Letters of Credit, as the case may be,
      pursuant to a cash collateral agreement to be entered into in form and
      substance reasonably satisfactory to the Global Agent, each LC Issuer and
      the Company (which shall permit certain investments in Cash Equivalents
      satisfactory to the Global Agent, each LC Issuer and the Company until the
      proceeds are applied to the secured obligations).

      (c) Particular Loans to be Prepaid. With respect to each repayment or
prepayment of Loans required by this Section, the Borrower making such repayment
or prepayment shall designate the Types of Loans that are to be repaid or
prepaid and the specific Borrowing(s) pursuant to which such repayment or
prepayment is to be made; provided, however, that (i) such Borrower shall first
so designate all Loans that are Base Rate Loans and Fixed Rate Loans with
Interest Periods ending on the date of repayment or prepayment prior to
designating any other Fixed Rate Loans for repayment or prepayment, (ii) if the
outstanding principal amount of Fixed Rate Loans made pursuant to a Borrowing is
reduced below the applicable Minimum Borrowing Amount as a result of any such
repayment or prepayment, then all the Loans outstanding pursuant to such
Borrowing shall, in the case of Eurodollar Loans or BA Equivalent Loans, be
Converted into Base Rate Loans and, in the case of Foreign Currency Loans, be
repaid in full, and (iii) each repayment and prepayment of any Loans made
pursuant to a Borrowing shall be applied in accordance with Section 2.16(b). In
the absence of a designation by a Borrower as described in the

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<PAGE>

preceding sentence, the Global Agent shall, subject to the above, make such
designation in its sole discretion with a view, but no obligation, to minimize
breakage costs owing under Article III.

      (d) Breakage and Other Compensation. Any prepayment made pursuant to this
Section shall be accompanied by any amounts payable in respect thereof under
Article III hereof.

      Section 2.16 Method and Place of Payment.

      (a) Generally. All payments made by any Borrower hereunder, under any Note
or any other Loan Document, shall be made without setoff, counterclaim or other
defense.

      (b) Application of Payments. Except as specifically set forth elsewhere in
this Agreement and subject to Section 8.03, (i) all payments and prepayments of
Loans (other than Swing Loans) and Unpaid Drawings with respect to Letters of
Credit shall be applied by the Global Agent for the ratable benefit of the
Lenders entitled thereto (based on each such Lender's Payment Sharing Percentage
at the time of such payment) to pay or prepay such Loans or Unpaid Drawings,
(ii) all payments or prepayments of Swing Loans and payments of interest thereon
shall be applied to pay or prepay such Swing Loans and unpaid interest thereon,
(iii) all payments of Fees shall be applied as set forth in Section 2.13, and
(iv) with respect to any other amounts, such amounts shall be distributed by the
Global Agent for the ratable account of the Lenders entitled thereto in
accordance with the terms of this Agreement.

      (c) Payment of Obligations. Except as set forth in subpart (d) below, all
payments under this Agreement with respect to any of the Obligations shall be
made to the Global Agent on the date when due and shall be made at the Payment
Office in immediately available funds and, except as set forth in the next
sentence, shall be made in Dollars. With respect to any Foreign Currency Loan,
all payments (including prepayments) to any Lender of the principal of or
interest on such Foreign Currency Loan shall be made in the same Designated
Foreign Currency as the original Loan and with respect to any Revolving Facility
Letter of Credit issued in a Designated Foreign Currency, all Unpaid Drawings
with respect to each such Revolving Facility Letter of Credit shall be made in
the same Designated Foreign Currency in which each such Revolving Facility
Letter of Credit was issued, unless the applicable LC Issuer agrees otherwise.

      (d) Canadian Obligations. All payments under this Agreement with respect
to the Canadian Obligations shall be made to the Canadian Administrative Branch
of the Global Agent not later than 11:00 A.M. (local time at the Canadian
Payment Office) on the date when due and shall be made at the Canadian Payment
Office in immediately available funds and in Canadian Dollars.

      (e) Timing of Payments. Any payments under this Agreement that are made
later than 11:00 A.M. (local time at the Payment Office or the Canadian Payment
Office, as the case may be) shall be deemed to have been made on the next
succeeding Business Day. Whenever any payment to be made hereunder shall be
stated to be due on a day that is not a Business Day, the due date thereof shall
be extended to the next succeeding Business Day and, with respect to payments of
principal, interest shall be payable during such extension at the applicable
rate in effect immediately prior to such extension.

      (f) Distribution to Lenders. Upon the Global Agent's receipt of payments
hereunder, the Global Agent shall immediately distribute to each Lender or the
applicable LC Issuer, as the case may be, its ratable share (as determined in
accordance with subpart (b) above), if any, of the amount of principal,
interest, and Fees received by it for the account of such Lender. Payments
received by the Global Agent in Dollars shall be delivered to the Lenders or the
applicable LC Issuer, as the case may be, in Dollars in immediately available
funds. Payments received by the Global Agent in any Designated Foreign Currency
shall be delivered to the Lenders or the applicable LC Issuer, as the case may
be, in such

                                       57
<PAGE>

Designated Foreign Currency in same day funds; provided, however, that if at any
time insufficient funds are received by and available to the Global Agent to pay
fully all amounts of principal, Unpaid Drawings, interest and Fees then due
hereunder then, except as specifically set forth elsewhere in this Agreement and
subject to Section 8.03, such funds shall be applied (i) first, towards payment
of interest and Fees then due hereunder, ratably among the parties entitled
thereto in accordance with the amounts of interest and Fees then due to such
parties, and (ii) second, towards payment of principal and Unpaid Drawings then
due hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and Unpaid Drawings then due to such parties.

      Section 2.17 Authority of Company; Liability of Foreign Subsidiary
Borrowers.

      (a) Authority of the Company. Each Foreign Subsidiary Borrower hereby
irrevocably designates and appoints the Company as its agent under this
Agreement and the other Loan Documents and hereby irrevocably authorizes the
Company to take such action on its behalf under the provisions of this Agreement
and the other Loan Documents and to exercise such powers (including, but not
limited to, requesting a Loan or Letter of Credit for such Foreign Subsidiary
Borrowers hereunder) and perform such duties as such Foreign Subsidiary Borrower
could exercise on its own (which the Company may, but shall not be obligated to,
do), together with such other powers as are reasonably incidental thereto, with
all such actions by the Company that purport to be on behalf of any Foreign
Subsidiary Borrower being sufficient, without any further action or
authorization by such Foreign Subsidiary Borrower, to bind such Foreign
Subsidiary Borrower. The Global Agent, the Lenders and each LC Issuer shall be
entitled to rely upon all statements, certificates, notices, consents,
affidavits, letters, cablegrams, telegrams, facsimile transmissions, electronic
transmissions, e-mails, telex or teletype messages, orders or other documents or
conversations furnished or made by the Company pursuant to any of the provisions
of this Agreement or any of the other Loan Documents, or otherwise in connection
with the transactions contemplated by the Loan Documents, as being made or
furnished on behalf of, and with the effect of irrevocably binding, each Foreign
Subsidiary Borrower, without any duty to ascertain or to inquire as to the
authority of the Company in so doing. Notwithstanding the foregoing, the Global
Agent, the Lenders and each LC Issuer may also rely on or act in accordance with
directions or instructions coming directly from any such Foreign Subsidiary
Borrower.

      (b) Foreign Revolving Facility Borrowers. The parties intend that this
Agreement shall in all circumstances be interpreted to provide that each Foreign
Revolving Facility Borrower is liable only for Loans made to such Foreign
Revolving Facility Borrower, interest on such Loans, such Foreign Revolving
Facility Borrower's reimbursement obligations with respect to any Revolving
Facility Letter of Credit issued for its account and its ratable share of any of
the other Obligations, including, without limitation, general fees,
reimbursements and charges hereunder and under any other Loan Document that are
attributable to it. The liability of any Foreign Revolving Facility Borrower for
the payment of any of the Obligations or the performance of its covenants,
representations and warranties set forth in this Agreement and the other Loan
Documents shall be several from but not joint with the Obligations of any other
Borrower. Nothing in this Section is intended to limit, nor shall it be deemed
to limit, any of the liability of the Company for any of the Obligations,
whether in its primary capacity as a Borrower, pursuant to its guaranty
obligations set forth in Article X, at law or otherwise.

(c) Canadian Borrowers. To the extent permitted by law, each Canadian Borrower
is and shall at all times be fully liable, jointly and severally, for all of the
Canadian Revolving Loans made hereunder and for all of the other Canadian
Obligations. Each Canadian Borrower agrees that it is receiving or will receive
a direct pecuniary benefit for each Canadian Revolving Loan made hereunder and
each Canadian Letter of Credit issued hereunder. Each request by any of the
Canadian Borrowers for a Borrowing, Continuation or Conversion of any Canadian
Revolving Loan or for any Canadian LC Request shall be deemed to be a joint and
several request by all of the Canadian Borrowers. Each

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<PAGE>

Canadian Borrower hereby authorizes any other Canadian Borrower to request a
Borrowing, Continuation or Conversion of a Canadian Revolving Loan or a Canadian
LC Request hereunder.

      Section 2.18 Eligibility and Addition/Release of Foreign Subsidiary
Borrowers.

      (a) No Foreign Subsidiary Borrowers as of the Closing Date. The parties
hereto acknowledge that (i) there are no Foreign Revolving Facility Borrowers or
Canadian Borrowers as of the Closing Date and, as such, no Foreign Subsidiary of
the Company shall be permitted to request or receive the proceeds of any
Borrowing nor shall any Letter of Credit be issued for its account and (ii) no
Foreign Subsidiary Borrower may be added as a Borrower under this Agreement
until after the Subordinated Notes Redemption Date.

      (b) Eligibility of Foreign Subsidiaries. At any time after the
Subordinated Notes Redemption Date, at the request of the Company, a Foreign
Subsidiary of the Company may become a Foreign Subsidiary Borrower hereunder,
provided that (i) only a Foreign Subsidiary that is organized under the laws of
Canada or any Province thereof may become a Canadian Borrower and no Foreign
Subsidiary organized under the laws of Canada or any Province thereof may become
a Foreign Revolving Facility Borrower; (ii) prior to becoming a Foreign
Subsidiary Borrower, the Company has provided to the Global Agent a written
request signed by the Company and such Foreign Subsidiary, that such Foreign
Subsidiary be designated as a Foreign Subsidiary Borrower pursuant to the terms
of this Agreement; (iii) such Foreign Subsidiary shall be a wholly-owned
Subsidiary of the Company; (iv) the Company and such Foreign Subsidiary shall
have satisfied the conditions precedent set forth in Section 4.04; (v) the
addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder
shall not result in withholding tax liability or other adverse tax consequences
or adverse legal impact to the Global Agent, any LC Issuer or any Lender
hereunder; and (vi) at the time of the request by the Company that such Foreign
Subsidiary be added as Foreign Subsidiary Borrower and after giving effect to
the addition of such Foreign Subsidiary as a Foreign Subsidiary Borrower, no
Default or Event of Default shall exist or begin to exist.

      (c) Notification to Lenders. Upon satisfaction by the Company and any
Foreign Subsidiary of the requirements set forth in subpart (b) above, and the
Global Agent's satisfaction that the addition of such Foreign Subsidiary as a
Foreign Subsidiary Borrower hereunder is appropriately documented pursuant to
this Agreement and the other Loan Documents, the Global Agent shall promptly
notify the Company, such Foreign Subsidiary and the Lenders thereof, and shall
notify the Lenders whether such Foreign Subsidiary is a Canadian Borrower or
Foreign Revolving Facility Borrower, whereupon such Foreign Subsidiary shall be
designated a "Foreign Subsidiary Borrower" pursuant to the terms and conditions
of this Agreement, and such Foreign Subsidiary shall become bound by all
representations, warranties, covenants, provisions and conditions of this
Agreement and each other Loan Document applicable to the Foreign Subsidiary
Borrowers as if such Foreign Subsidiary Borrower had been the original party
making such representations, warranties and covenants.

      (d) Release of Foreign Subsidiary Borrowers. Upon written request of the
Company and any Foreign Subsidiary Borrower, such Foreign Subsidiary Borrower
may be released as a Foreign Subsidiary Borrower hereunder, so long as (i) such
Foreign Subsidiary Borrower does not have any Credit Facility Exposure owing to
any Lender at such time and has paid all accrued and unpaid interest and fees,
if any, owing by it, and (ii) no Default or Event of Default shall exist or
immediately thereafter shall begin to exist. No such release shall be effective
until confirmed by the Global Agent to the Company, such Foreign Subsidiary
Borrower and the Lenders in writing (which the Collateral Agent agrees to
promptly do upon satisfaction of the conditions set forth in this subpart). The
Lenders hereby authorize the Global Agent to release such Foreign Subsidiary
Borrower in accordance with the terms and conditions of this subpart and agree
that the Global Agent may execute and deliver such documents or agreements as
the

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<PAGE>

Global Agent shall deem necessary or appropriate in connection therewith. No
release of a Foreign Subsidiary Borrower shall affect the Company's obligations
under Article X of this Agreement or any other Credit Party's obligations under
the Subsidiary Guaranty.

      Section 2.19 Collateral and Collateral Release Date. At all times on and
after the Closing Date, unless and until released in accordance with this
Section, all of the Obligations of the Credit Parties shall be secured by the
Collateral on the terms and conditions set forth in the Security Documents. The
Collateral, and the respective rights of the Lenders thereto, shall be subject
to the intercreditor provisions set forth in the Security Agreement which
provides, among other things, for the Obligations to be secured equally and
ratably with the Indebtedness issued pursuant to the Senior Indenture. Upon the
written request of the Company to the Global Agent and the Collateral Agent
(with a copy thereof to the trustee under the Senior Indenture) at any time
after the Company has achieved an Investment Grade Rating, the Collateral Agent
shall release and terminate all of the Liens granted to it pursuant to the
Security Documents so long as (i) no Default or Event of Default exists or
immediately thereafter would exist, and (ii) no default or event of default
exists or would begin to exist under the Senior Indenture. In connection with
the foregoing, the Collateral Agent shall, at the Company's expense, prepare and
file all necessary termination statements and releases terminating and releasing
the Liens granted to the Collateral Agent pursuant to the Security Documents and
shall return to the Company all share certificates or other Collateral held by
the Collateral Agent and transfer documents relating thereto. The Lenders hereby
authorize the Global Agent and the Collateral Agent to execute and deliver such
documents or agreements as the Global Agent or the Collateral Agent deem
necessary or appropriate in connection with the foregoing. The release of the
Collateral pursuant to this Section shall not be effective until the date (the
"Collateral Release Date") that (i) the Collateral Agent has filed all
termination statements and releases, deemed necessary or appropriate by the
Company, which the Collateral Agent shall promptly do upon satisfaction by the
Company of the conditions set forth in this Section, and (ii) the Global Agent
has provided notice of the same to the Lenders, which notice the Global Agent
shall promptly provide upon the satisfaction by the Company of the conditions
set forth in this Section.

      Section 2.20 Fixed Charge Coverage Ratio Condition. The Company shall
provide immediate written notice to the Global Agent and the Lenders at any time
that the Fixed Charge Coverage Ratio Condition shall exist or, within the next
three months, is likely to exist, and, so long as the Fixed Charge Coverage
Ratio Condition shall exist, no Borrower shall request any Borrowing or Letter
of Credit hereunder and no Lender or LC Issuer shall be obligated to make any
Loan or LC Issuances unless (i) the proceeds of such Loan or such Letter of
Credit shall constitute, in the sole opinion of the Global Agent, Designated
Senior Indebtedness (as defined in the Subordinated Indenture), and (ii) upon
request of the Global Agent, the Company shall provide to the Global Agent and
the Lenders such opinion of counsel with respect to the Subordinated Indenture
and the classification of the same as Designated Senior Indebtedness thereunder,
as the Global Agent may require in its reasonable discretion.

                                  ARTICLE III.

                      TAXES, INCREASED COSTS AND ILLEGALITY

      Section 3.01 Increased Costs, Illegality, etc.

      (a) In the event that (x) in the case of clause (i) below, the Global
Agent or (y) in the case of clauses (ii) and (iii) below, any Lender, shall have
determined on a reasonable basis (which determination shall, absent manifest
error, be final and conclusive and binding upon all parties hereto):

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<PAGE>

            (i) on any date for determining the interest rate applicable to any
      Fixed Rate Loan for any Interest Period that, by reason of any changes
      arising after the Closing Date, adequate and fair means do not exist for
      ascertaining the applicable interest rate on the basis provided for in
      this Agreement for such Fixed Rate Loan; or

            (ii) at any time, that such Lender shall incur increased costs or
      reductions in the amounts received or receivable by it hereunder in an
      amount that such Lender deems material with respect to any Fixed Rate
      Loans (other than any increased cost or reduction in the amount received
      or receivable resulting from the imposition of or a change in the rate of
      taxes or similar charges) because of (x) any change since the Closing Date
      in any applicable law, governmental rule, regulation, guideline, order or
      request (whether or not having the force of law), or in the interpretation
      or administration thereof and including the introduction of any new law or
      governmental rule, regulation, guideline, order or request (such as, for
      example, but not limited to, a change in official reserve requirements,
      but, in all events, excluding reserves already includable in the interest
      rate applicable to such Fixed Rate Loan pursuant to this Agreement) or (y)
      other circumstances adversely affecting the London interbank market or the
      Canadian commercial banking market or the position of such Lender in any
      such market; or

            (iii) at any time, that the making or continuance of any Fixed Rate
      Loan has become unlawful by compliance by such Lender in good faith with
      any change since the Closing Date in any law, governmental rule,
      regulation, guideline or order, or the interpretation or application
      thereof, or would conflict with any thereof not having the force of law
      but with which such Lender customarily complies, or has become
      impracticable as a result of a contingency occurring after the Closing
      Date that materially adversely affects the London interbank market or the
      Canadian commercial banking market;

then, and in each such event, such Lender (or the Global Agent in the case of
clause (i) above) shall (x) on or promptly following such date or time and (y)
within 10 Business Days of the date on which such event no longer exists give
notice (by telephone confirmed in writing) to the Company and to the Global
Agent of such determination (which notice the Global Agent shall promptly
transmit to each of the other Lenders). Thereafter (x) in the case of clause (i)
above, the affected Type of Fixed Rate Loans shall no longer be available until
such time as the Global Agent notifies the Borrowers and the Lenders that the
circumstances giving rise to such notice by the Global Agent no longer exist,
and any Notice of Borrowing or Notice of Continuation or Conversion given by any
Borrower with respect to such Type of Fixed Rate Loans that have not yet been
incurred, Converted or Continued shall be deemed rescinded by the applicable
Borrower or, in the case of a Notice of Borrowing other than a Borrowing of
Foreign Currency Loans, shall, at the option of such Borrower, be deemed
converted into a Notice of Borrowing for Base Rate Loans to be made on the date
of Borrowing contained in such Notice of Borrowing, (y) in the case of clause
(ii) above, the applicable Borrower shall pay to such Lender, upon written
demand therefor, such additional amounts (in the form of an increased rate of,
or a different method of calculating, interest or otherwise as such Lender shall
determine) as shall be required to compensate such Lender, for such increased
costs or reductions in amounts receivable hereunder (a written notice as to the
additional amounts owed to such Lender, showing the basis for the calculation
thereof, which basis must be reasonable, submitted to such Borrower by such
Lender shall, absent manifest error, be final and conclusive and binding upon
all parties hereto) and (z) in the case of clause (iii) above, such Borrower
shall take one of the actions specified in Section 3.01(b) as promptly as
possible and, in any event, within the time period required by law.

      (b) At any time that any Fixed Rate Loan is affected by the circumstances
described in Section 3.01(a)(ii) or (iii), the applicable Borrower may (and in
the case of a Fixed Rate Loan affected pursuant to Section 3.01(a)(iii) such
Borrower shall) either (i) if the affected Fixed Rate Loan is then

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<PAGE>

being made pursuant to a Borrowing, by giving the Global Agent telephonic notice
(confirmed promptly in writing) thereof on the same date that such Borrower was
notified by a Lender pursuant to Section 3.01(a)(ii) or (iii), cancel said
Borrowing, or, in the case of any Borrowing other than a Borrowing of Foreign
Currency Loans, convert the related Notice of Borrowing into one requesting a
Borrowing of Base Rate Loans or require the affected Lender to make its
requested Loan as a Base Rate Loan, or (ii) if the affected Fixed Rate Loan is
then outstanding, upon at least one Business Day's notice to the Global Agent,
require the affected Lender to Convert each such Fixed Rate Loan into a Base
Rate Loan or, in the case of a Foreign Currency Loan, prepay in full such
Foreign Currency Loan; provided, however, that if more than one Lender is
affected at any time, then all affected Lenders must be treated the same
pursuant to this Section 3.01(b).

      (c) If any Lender shall have determined that after the Closing Date, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change therein, or any change in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency charged
by law with the interpretation or administration thereof, or compliance by such
Lender or its parent corporation with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank, or comparable agency, in each case made subsequent to the Closing Date,
has or would have the effect of reducing by an amount reasonably deemed by such
Lender to be material to the rate of return on such Lender's or its parent
corporation's capital or assets as a consequence of such Lender's commitments or
obligations hereunder to a level below that which such Lender or its parent
corporation could have achieved but for such adoption, effectiveness, change or
compliance (taking into consideration such Lender's or its parent corporation's
policies with respect to capital adequacy), then from time to time, within 15
days after demand by such Lender (with a copy to the Global Agent), the
applicable Borrower(s) shall pay to such Lender such additional amount or
amounts as will compensate such Lender or its parent corporation for such
reduction. Each Lender, upon determining in good faith that any additional
amounts will be payable pursuant to this Section 3.01(c), will give prompt
written notice thereof to the applicable Borrower(s), which notice shall set
forth, in reasonable detail, the basis of the calculation of such additional
amounts, which basis must be reasonable, although the failure to give any such
notice shall not release or diminish any of such Borrower's obligations to pay
additional amounts pursuant to this Section 3.01(c) upon the subsequent receipt
of such notice.

      (d) Notwithstanding anything in this Agreement to the contrary, (i) no
Lender shall be entitled to compensation or payment or reimbursement of other
amounts under Section 3.01 or Section 3.04 for any amounts incurred or accruing
more than 120 days prior to the giving of notice to the applicable Borrower of
additional costs or other amounts of the nature described in such Sections, and
(ii) no Lender shall demand compensation for any reduction referred to in
Section 3.01(c) or payment or reimbursement of other amounts under Section 3.04
if it shall not at the time be the general policy or practice of such Lender to
demand such compensation, payment or reimbursement in similar circumstances
under comparable provisions of other credit agreements.

      Section 3.02 Breakage Compensation. Each Borrower shall compensate each
Lender (including the Swing Line Lender), upon its written request (which
request shall set forth the detailed basis for requesting and the method of
calculating such compensation), for all reasonable losses, costs, expenses and
liabilities (including, without limitation, any loss, cost, expense or liability
incurred by reason of the liquidation or reemployment of deposits or other funds
required by such Lender to fund its Fixed Rate Loans or Swing Loans and costs
associated with foreign currency hedging obligations incurred by such Lender in
connection with any Fixed Rate Loan, but excluding any loss of the Applicable
Margin on such Loans) which such Lender may sustain in connection with any of
the foregoing: (i) if for any reason (other than a default by such Lender or the
Global Agent) a Borrowing of Fixed Rate Loans or Swing Loans does not occur on a
date specified therefor in a Notice of Borrowing or

                                       62
<PAGE>

a Notice of Continuation or Conversion (whether or not withdrawn by such
Borrower or deemed withdrawn pursuant to Section 3.01(a)); (ii) in connection
with the adjustment of any of the Obligations pursuant to Section 2.09; (iii) if
any repayment, prepayment, Conversion or Continuation of any of its Fixed Rate
Loans occurs on a date that is not the last day of an Interest Period applicable
thereto or any Swing Loan is paid prior to the Swing Loan Maturity Dave
applicable thereto; (iv) if any prepayment of any of its Fixed Rate Loans is not
made on any date specified in a notice of prepayment given by such Borrower; (v)
as a result of an assignment by a Lender of any Fixed Rate Loan other than on
the last day of the Interest Period applicable thereto pursuant to a request by
such Borrower pursuant to Section 3.05(b); or (vi) as a consequence of (x) any
other default by such Borrower to repay or prepay its Fixed Rate Loans when
required by the terms of this Agreement or (y) an election made pursuant to
Section 3.05(b). The written request of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Company and each other Borrower responsible therefor and
shall be conclusive absent manifest error. Each Borrower shall pay such Lender
the amount shown as due on any such request within 10 days after receipt
thereof.

      Section 3.03 Net Payments.

      (a) All payments made by each Borrower hereunder, under any Note or any
other Loan Document, and all payments made by the Company pursuant to its
guaranty obligations under Article X, shall be made without setoff, counterclaim
or other defense. Except as provided for in Section 3.03(b), all such payments
will be made free and clear of, and without deduction or withholding for, any
present or future taxes, levies, imposts, duties, fees, assessments or other
charges of whatever nature now or hereafter imposed by any jurisdiction or by
any political subdivision or taxing authority thereof or therein with respect to
such payments (but excluding, except as provided in the second succeeding
sentence, any tax imposed on or measured by the net income or net profits of a
Lender and franchise taxes imposed on it pursuant to the laws of the
jurisdiction under which such Lender is organized or the jurisdiction in which
the principal office or the Domestic Lending Office or Foreign Lending Office of
such Lender, as applicable, is located or any subdivision thereof or therein)
and all interest, penalties or similar liabilities with respect to such
non-excluded taxes, levies, imposts, duties, fees, assessments or other charges
(all such non-excluded taxes, levies, imposts, duties, fees, assessments or
other charges being referred to collectively as "Taxes"). If any Taxes are so
levied or imposed, the applicable Borrower agrees to pay the full amount of such
Taxes and such additional amounts as may be necessary so that every payment by
it of all amounts due hereunder, under any Note or under any other Loan
Document, after withholding or deduction for or on account of any Taxes will not
be less than the amount provided for herein or in such Note or in such other
Loan Document. If any amounts are payable in respect of Taxes pursuant to the
preceding sentence, such Borrower agrees to reimburse each Lender, upon the
written request of such Lender for taxes imposed on or measured by the net
income or profits of such Lender by reason of the payment of such Taxes and net
of any tax benefits received by such Lender pursuant to the laws of the
jurisdiction in which such Lender is organized or in which the principal office
or Domestic Lending Office or Foreign Lending Office of such Lender is located,
as the case may be, or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which the principal office or the Domestic
Lending Office or Foreign Lending Office of such Lender is located, as the case
may be, and for any withholding of income or similar taxes imposed by the United
States of America or, in the case of any Canadian Lender, Canada as such Lender
shall determine are payable by, or withheld from, such Lender in respect of such
amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Lender
pursuant to this sentence, which request shall be accompanied by a statement
from such Lender setting forth, in reasonable detail, the computations used in
determining such amounts. Each Borrower will furnish to the Global Agent within
45 days after the date the payment of any Taxes, or any withholding or deduction
on account thereof, is due pursuant to applicable law certified copies of tax
receipts, or other evidence satisfactory to the respective Lender, evidencing
such payment by such Borrower. Each Borrower will indemnify and

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hold harmless the Global Agent and each Lender, and reimburse the Global Agent
or such Lender upon its written request, for the amount of any Taxes
attributable to such Borrower so levied or imposed and paid or withheld by such
Lender.

      (b) Each Lender that is not a United States Person (as such term is
defined in Section 7701(a)(30) of the Code) for Federal income tax purposes
agrees to provide to the Company and the Global Agent on or prior to the Closing
Date, or in the case of a Lender that is an assignee or transferee of an
interest under this Agreement pursuant to Section 11.05 (unless the respective
Lender was already a Lender hereunder immediately prior to such assignment or
transfer and such Lender is in compliance with the provisions of this Section),
on the date of such assignment or transfer to such Lender, and from time to time
thereafter if required by the Company or the Global Agent: (i) two accurate and
complete original signed copies of Internal Revenue Service Forms 1001, 4224,
W-8BEN, W-8ECI, W-8EXP or W-8IMY (or successor, substitute or other appropriate
forms) certifying to such Lender's entitlement to a complete exemption from, or
a reduced rate of withholding from, United States withholding tax with respect
to payments to be made under this Agreement, any Note or any other Loan
Document, or (ii) if the Lender cannot deliver the appropriate Internal Revenue
Service Forms referred to in clause (i) above, (x) a certificate in form and
substance satisfactory to the Global Agent (any such certificate, an "Exemption
Certificate") and (y) other appropriate documentation certifying to such
Lender's entitlement to a complete exemption from, or reduced rate of
withholding from, United States withholding tax with respect to payments of
interest to be made under this Agreement, any Note or any other Loan Document.
In addition, each Lender agrees that from time to time after the Closing Date,
when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, it will deliver to
the Company and the Global Agent two new accurate and complete original signed
copies of the applicable Internal Revenue Service Form, or an Exemption
Certificate and related documentation, as the case may be, and such other forms
as may be required in order to confirm or establish the entitlement of such
Lender to a continued exemption from or reduction in United States withholding
tax with respect to payments under this Agreement, any Note or any other Loan
Document, or it shall immediately notify the Company and the Global Agent of its
inability to deliver any such Form or Exemption Certificate and related
documentation, in which case such Lender shall not be required to deliver any
such Form or Exemption Certificate and related documentation pursuant to this
Section 3.03(b). Notwithstanding anything to the contrary contained in Section
3.03(a), but subject to Section 11.05(c) and the immediately succeeding
sentence, (x) each Borrower shall be entitled, to the extent it is required to
do so by law, to deduct or withhold income or other similar taxes imposed by the
United States (or any political subdivision or taxing authority thereof or
therein) from interest, fees or other amounts payable hereunder for the account
of any Lender that is not a United States Person (as such term is defined in
Section 7701(a)(30) of the Code) for United States federal income tax purposes
and that has not provided to the Company such Forms or such Exemption
Certificate and related documentation that establish a complete exemption from
or reduction in the rate of such deduction or withholding and (y) no Borrower
shall be obligated pursuant to Section 3.03(a) hereof to gross-up payments to be
made to a Lender in respect of income or similar taxes imposed by the United
States or any additional amounts with respect thereto (A) if such Lender has not
provided to the Company the Internal Revenue Service forms required to be
provided to the Company pursuant to this Section 3.03(b) or (B) in the case of a
payment other than interest, to a Lender described in clause (ii) above, to the
extent that such forms do not establish a complete exemption from withholding of
such taxes. Notwithstanding anything to the contrary contained in the preceding
sentence or elsewhere in this Section 3.03 and except as specifically provided
for in Section 11.05(c), each Borrower agrees to pay additional amounts and
indemnify each Lender in the manner set forth in Section 3.03(a) (without regard
to the identity of the jurisdiction requiring the deduction or withholding) in
respect of any Taxes deducted or withheld by it as described in the previous
sentence as a result of any changes after the Closing Date in any applicable
law, treaty, governmental rule, regulation, guideline or order, or in the
interpretation thereof, relating to the deducting or withholding of income or
similar Taxes.

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<PAGE>

      (c) If any Lender, in its sole opinion, determines that it has finally and
irrevocably received or been granted a refund in respect of any Taxes paid as to
which indemnification has been paid by any Borrower pursuant to this Section, it
shall promptly remit to such Borrower such refund (including any interest
received in respect thereof), net of all out-of-pocket costs and expenses;
provided, however, that such Borrower agrees to promptly return any such refund
(plus interest) to such Lender in the event such Lender is required to repay
such refund to the relevant taxing authority. Any such Lender shall provide such
Borrower with a copy of any notice of assessment from the relevant taxing
authority (redacting any unrelated confidential information contained therein)
requiring repayment of such refund. Nothing contained herein shall impose an
obligation on any Lender to apply for any such refund.

      Section 3.04 Increased Costs to LC Issuers. If after the Closing Date, the
adoption of any applicable law, rule or regulation, or any change therein, 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 compliance by any LC Issuer or any Lender with any
request or directive (whether or not having the force of law) by any such
authority, central bank or comparable agency (in each case made subsequent to
the Closing Date) shall either (i) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against Letters of
Credit issued by such LC Issuer or such Lender's participation therein, or (ii)
shall impose on such LC Issuer or any Lender any other conditions affecting this
Agreement, any Letter of Credit or such Lender's participation therein; and the
result of any of the foregoing is to increase the cost to such LC Issuer or such
Lender of issuing, maintaining or participating in any Letter of Credit, or to
reduce the amount of any sum received or receivable by such LC Issuer or such
Lender hereunder (other than any increased cost or reduction in the amount
received or receivable resulting from the imposition of or a change in the rate
of taxes or similar charges), then, upon demand to the applicable Borrowers by
such LC Issuer or such Lender (a copy of which notice shall be sent by such LC
Issuer or such Lender to the Global Agent), each such Borrower shall pay to such
LC Issuer or such Lender such additional amount or amounts as will compensate
any such LC Issuer or such Lender for such increased cost or reduction. A
certificate submitted to such Borrower by any LC Issuer or any Lender, as the
case may be (a copy of which certificate shall be sent by such LC Issuer or such
Lender to the Global Agent), setting forth, in reasonable detail, the basis for
the determination of such additional amount or amounts necessary to compensate
any LC Issuer or such Lender as aforesaid shall be conclusive and binding on
such Borrower absent manifest error, although the failure to deliver any such
certificate shall not release or diminish any of such Borrower's obligations to
pay additional amounts pursuant to this Section.

      Section 3.05 Change of Lending Office; Replacement of Lenders.

      (a) Each Lender agrees that, upon the occurrence of any event giving rise
to the operation of Section 3.01(a)(ii) or (iii), Section 3.01(c), Section 3.03
or Section 3.04 with respect to such Lender, it will, if requested by the
Company, use reasonable efforts (subject to overall policy considerations of
such Lender) to designate another Domestic Lending Office or Foreign Lending
Office for any Loans or Commitments affected by such event; provided, however,
that such designation is made on such terms that such Lender and its Domestic
Lending Office or Foreign Lending Office, as the case may be, suffer no
economic, legal or regulatory disadvantage, with the object of avoiding the
consequence of the event giving rise to the operation of any such Section.

      (b) If (i) any Lender requests any compensation, reimbursement or other
payment under Section 3.01(a)(ii) or (iii), 3.01(c) or Section 3.04 with respect
to such Lender, (ii) any Borrower is required to pay any additional amount to
any Lender or Governmental Authority pursuant to Section 3.03, or (iii) any
Lender is a Defaulting Lender, then the Company may, at its sole expense and
effort, upon notice to such Lender and the Global Agent, require such Lender to
assign and delegate, without recourse (in accordance with the restrictions
contained in Section 11.05(c)), all its interests, rights and obligations

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<PAGE>

under this Agreement to an Eligible Assignee that shall assume such obligations;
provided, however, that (x) the Company shall have received the prior written
consent of the Global Agent, which consent shall not be unreasonably withheld or
delayed, (y) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the applicable
Borrower or Borrowers (in the case of all other amounts, including any breakage
compensation under Section 3.02 hereof), and (z) in the case of any such
assignment resulting from a claim for compensation, reimbursement or other
payments required to be made under Section 3.01(a)(ii) or (iii), (c) or Section
3.04 with respect to such Lender, or resulting from any required payments to any
Lender or Governmental Authority pursuant to Section 3.03, such assignment will
result in a reduction in such compensation, reimbursement or payments. A Lender
shall not be required to make any such assignment and delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Company to require such assignment and delegation cease to apply.

      (c) Nothing in this Section 3.05 shall affect or postpone any of the
obligations of the Borrowers or the right of any Lender provided in Section
3.01, Section 3.03 or Section 3.04.

                                  ARTICLE IV.

                              CONDITIONS PRECEDENT

      Section 4.01 Conditions Precedent at Closing Date. The obligation of the
Lenders to make Loans, and of any LC Issuer to issue Letters of Credit, is
subject to the satisfaction of each of the following conditions on or prior to
the Closing Date:

            (i) Credit Agreement. This Agreement shall have been executed by the
      Company, the Global Agent, each LC Issuer and each of the Lenders.

            (ii) Notes. The Company shall have executed and delivered to the
      Global Agent a Swing Line Note for the Swing Line Lender and a Revolving
      Facility Note for the account of each Lender that has requested a Note.

            (iii) Subsidiary Guaranty. The Subsidiary Guarantors shall have duly
      executed and delivered the Amended and Restated Guaranty of Payment (as
      modified, amended or supplemented from time to time in accordance with the
      terms thereof and hereof, the "Subsidiary Guaranty"), substantially in the
      form attached hereto as Exhibit C-1.

            (iv) Security Agreement. The Company and each Subsidiary Guarantor
      shall have duly executed and delivered the Amended and Restated Pledge and
      Security Agreement (as modified, amended or supplemented from time to time
      in accordance with the terms thereof and hereof, the "Security
      Agreement"), substantially in the form attached hereto as Exhibit C-2.

            (v) Fees and Fee Letters. The Company shall have (A) executed and
      delivered to the Global Agent, the Global Agent Fee Letter and shall have
      paid to the Global Agent, for its own account, the fees required to be
      paid by it on the Closing Date, (B) executed and delivered to the Global
      Agent, the Closing Fee Letter and shall have paid to the Global Agent, for
      the benefit of the Lenders, the fees required to be paid therein, and (C)
      paid or caused to be paid all reasonable fees and expenses of the Global
      Agent and the Collateral Agent and of special counsel to the Global Agent
      and the Collateral Agent that have been invoiced on or prior to the
      Closing Date in

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<PAGE>

      connection with the preparation, execution and delivery of this Agreement
      and the other Loan Documents and the consummation of the transactions
      contemplated hereby and thereby.

            (vi) Corporate Resolutions and Approvals. The Global Agent shall
      have received certified copies of the resolutions of the Board of
      Directors of the Company and each Subsidiary Guarantor, approving the Loan
      Documents to which the Company or any such Subsidiary Guarantor, as the
      case may be, is or may become a party, and of all documents evidencing
      other necessary corporate action and governmental approvals, if any, with
      respect to the execution, delivery and performance by the Company or any
      such Subsidiary Guarantor of the Loan Documents to which it is or may
      become a party.

            (vii) Incumbency Certificates. The Global Agent shall have received
      a certificate of the Secretary or an Assistant Secretary of the Company
      and of each Subsidiary Guarantor, certifying the names and true signatures
      of the officers of the Company or such Subsidiary Guarantor, as the case
      may be, authorized to sign the Loan Documents to which the Company or such
      Subsidiary Guarantor is a party and any other documents to which the
      Company or any such other Subsidiary Guarantor is a party that may be
      executed and delivered in connection herewith.

            (viii) Opinions of Counsel. The Global Agent shall have received
      such opinions of counsel from counsel to the Company and the Subsidiary
      Guarantors as the Global Agent shall request, each of which shall be
      addressed to the Global Agent and each of the Lenders and dated the
      Closing Date and in form and substance satisfactory to the Global Agent.

            (ix) Recordation of Security Documents, Delivery of Collateral,
      Taxes, etc. To the extent not already done prior to the Closing Date in
      connection with the Original Credit Agreement, the Security Documents (or
      proper notices or UCC financing statements in respect thereof) shall have
      been duly recorded, published and filed in such manner and in such places
      as is required by law to establish, perfect, preserve and protect the
      rights and security interests of the parties thereto and their respective
      successors and assigns, all collateral items required to be physically
      delivered to the Collateral Agent thereunder shall have been so delivered,
      accompanied by any appropriate instruments of transfer, and all taxes,
      fees and other charges then due and payable in connection with the
      execution, delivery, recording, publishing and filing of such instruments
      and the issue and delivery of the Notes shall have been paid in full.

            (x) Evidence of Insurance. The Global Agent shall have received
      certificates of insurance and other evidence, satisfactory to it, of
      compliance with the insurance requirements of this Agreement and the
      Security Documents.

            (xi) Search Reports. The Global Agent shall have received the
      results of UCC and other search reports from one or more commercial search
      firms acceptable to the Global Agent, listing all of the effective
      financing statements filed against any Credit Party, together with copies
      of such financing statements.

            (xii) Corporate Charter and Good Standing Certificates. The Global
      Agent shall have received: (A) an original certified copy of the
      Certificate or Articles of Incorporation or equivalent formation document
      of each Credit Party and any and all amendments and restatements thereof,
      certified as of a recent date by the relevant Secretary of State; and (B)
      an original good standing certificate from the Secretary of State of the
      state of incorporation, dated as of a recent date, listing all charter
      documents affecting such Credit Party and certifying as to the good
      standing of such Credit Party, except with respect to (A) or (B) above,
      for any such documents or certificates that are required to be certified
      by the Secretary of State of

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<PAGE>

      Pennsylvania, in which case the Company shall deliver those to the Global
      Agent as soon as the Company receives the same from the Secretary of State
      of Pennsylvania.

            (xiii) Closing Certificate. The Global Agent shall have received a
      certificate substantially in the form of Exhibit F hereto, dated the
      Closing Date, of a responsible financial or accounting officer of the
      Company to the effect that, at and as of the Closing Date and both before
      and after giving effect to the initial Borrowings hereunder and the
      application of the proceeds thereof: (A) no Default or Event of Default
      has occurred or is continuing; and (B) all representations and warranties
      of the Credit Parties contained herein or in the other Loan Documents are
      true and correct in all material respects as of the Closing Date.

            (xiv) Proceedings and Documents. All corporate and other proceedings
      and all documents incidental to the transactions contemplated hereby shall
      be satisfactory in substance and form to the Global Agent and the Lenders
      and the Global Agent and its special counsel and the Lenders shall have
      received all such counterpart originals or certified or other copies of
      such documents as the Global Agent or its special counsel or any Lender
      may reasonably request.

            (xv) Miscellaneous. The Credit Parties shall have provided to the
      Global Agent and the Lenders such other items and shall have satisfied
      such other conditions as may be reasonably required by the Global Agent or
      the Lenders.

      Section 4.02 Closing Date Adjustment of Commitments. Effective on the
Closing Date, the General Revolving Commitment (as defined in the Original
Credit Agreement) of each Original Lender under the Original Credit Agreement
that is not also a Lender under this Agreement shall be deemed to have been
permanently terminated in full upon receipt by such Original Lender of the
payment of any outstanding amounts due to such Lender thereunder, whereupon the
Global Agent shall make such adjustments to the General Revolving Commitments of
the Original Lenders that are also Lenders under this Agreement such that each
such Lender has the appropriate Fixed Commitment Percentage under this
Agreement.

      Section 4.03 Reference to and Effect on the Original Credit Agreement. On
and after the Closing Date, (i) each reference to the "Credit Agreement" in any
of the Loan Documents and all other agreements, documents and instruments
delivered by any of the Credit Parties, any of the Lenders, each LC Issuer, the
Global Agent and any other Person in connection with this Agreement and the
Original Credit Agreement shall mean and be a reference to this Agreement and
(ii) any reference in any Loan Document to "Debt" or "Fronting Bank" shall be
and mean a reference to the Obligations and each LC Issuer respectively.

      Section 4.04 Conditions Precedent to Addition of Foreign Subsidiary
Borrowers. The obligation of the Lenders to make Loans, and of any LC Issuer to
issue Letters of Credit, to any Foreign Subsidiary Borrower that becomes a party
to this Agreement pursuant to Section 2.18, is subject to the satisfaction of
each of the following conditions on or prior to the date any such Loan is made
to, or Letter of Credit is issued for the account of, such Foreign Subsidiary
Borrower:

            (i) Joinder Agreement. Such Foreign Subsidiary Borrower shall have
      executed and delivered to the Global Agent a Joinder Agreement (as
      modified, amended or supplemented from time to time in accordance with the
      terms thereof and hereof, a "Joinder Agreement"), substantially in the
      form attached hereto as Exhibit D, pursuant to which such Foreign
      Subsidiary Borrower shall have become a party to this Agreement.

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<PAGE>

            (ii) Notes. Such Foreign Subsidiary Borrower shall have executed and
      delivered to the Global Agent a Revolving Facility Note or a Canadian
      Sub-Facility Note, as the case may be, for the account of each Lender that
      has requested a Note.

            (iii) Corporate Resolutions and Approvals. The Global Agent shall
      have received certified copies of the resolutions of the Board of
      Directors or equivalent governing body of such Foreign Subsidiary
      Borrower, approving the Loan Documents to which such Foreign Subsidiary
      Borrower is or may become a party, and of all documents evidencing other
      necessary corporate action and governmental approvals, if any, with
      respect to the execution, delivery and performance by such Foreign
      Subsidiary Borrower of the Loan Documents to which it is or may become a
      party.

            (iv) Incumbency Certificates. The Global Agent shall have received a
      certificate of the Secretary or an Assistant Secretary (or equivalent
      officers) of such Foreign Subsidiary Borrower, certifying the names and
      true signatures of the officers of such Foreign Subsidiary Borrower
      authorized to sign the Loan Documents to such Foreign Subsidiary Borrower
      is a party and any other documents to which such Foreign Subsidiary
      Borrower is a party that may be executed and delivered in connection
      herewith.

            (v) Opinions of Counsel. The Global Agent shall have received such
      opinions of counsel from counsel to such Foreign Subsidiary Borrower as
      the Global Agent shall request, each of which shall be addressed to the
      Global Agent and each of the Lenders and in form and substance
      satisfactory to the Global Agent.

            (vi) Organizational Documents. The Global Agent shall have received
      an original certified copy of the Organizational Documents of such Foreign
      Subsidiary Borrower, certified by an officer of such Foreign Subsidiary
      Borrower as being true and correct and in full force and effect.

            (vii) Amendments to Loan Documents. The Global Agent shall have
      received such amendments or other modifications to the Loan Documents,
      fully executed by the appropriate parties thereto, that the Global Agent
      deems necessary or appropriate in connection with the addition of such
      Foreign Subsidiary Borrower.

            (viii) Proceedings and Documents. All corporate and other
      proceedings with respect to the addition of such Foreign Subsidiary
      Borrower and all documents incidental thereto shall be satisfactory in
      substance and form to the Global Agent and the Lenders and the Global
      Agent and its special counsel and the Lenders shall have received all such
      counterpart originals or certified or other copies of such documents as
      the Global Agent or its special counsel or any Lender may reasonably
      request.

            (ix) Miscellaneous. The Company and such Foreign Subsidiary Borrower
      shall have provided to the Global Agent and the Lenders such other items
      and shall have satisfied such other conditions as may be reasonably
      required by the Global Agent or the Lenders.

      Section 4.05 Conditions Precedent to All Credit Events. The obligations of
the Lenders to make or participate in each Credit Event is subject, at the time
thereof, to the satisfaction of the following conditions:

      (a) Notice. The Global Agent shall have received, as applicable, (i) a
Notice of Borrowing meeting the requirements of Section 2.07(b), with respect to
any Borrowing, (ii) a Notice of Continuation

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<PAGE>

or Conversion meeting the requirements of Section 2.12(c) with respect to a
Continuation or Conversion, or (iii) a Revolving Facility LC Request meeting the
requirement of Section 2.05(b) with respect to Revolving Facility LC Issuances
or a Canadian Facility LC Request meeting the requirements of Section 2.06(b)
with respect to Canadian LC Issuances, as the case may be.

      (b) No Default; Representations and Warranties. At the time of each Credit
Event and also after giving effect thereto, (i) there shall exist no Default or
Event of Default and (ii) all representations and warranties of the Credit
Parties contained herein or in the other Loan Documents shall be true and
correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Credit Event, except to the extent that such representations and warranties
expressly relate to an earlier specified date, in which case such
representations and warranties shall have been true and correct in all material
respects as of the date when made.

      The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by the applicable Borrower to each of the Lenders
that all of the applicable conditions specified in Section 4.01, Section 4.05
and, if applicable, Section 4.04 have been satisfied as of the times referred to
in such Sections.

                                   ARTICLE V.

                         REPRESENTATIONS AND WARRANTIES

      In order to induce the Global Agent, the Lenders and each LC Issuer to
enter into this Agreement and to make the Loans and to issue and to participate
in the Letters of Credit provided for herein, the Company and, if applicable,
each Foreign Subsidiary Borrower (as to itself only) makes the following
representations and warranties to, and agreements with, the Global Agent, the
Lenders and each LC Issuer, all of which shall survive the execution and
delivery of this Agreement and each Credit Event:

      Section 5.01 Corporate Status, etc. The Company and each of its
Subsidiaries (i) is a duly organized or formed and validly existing corporation,
partnership or limited liability company, as the case may be, in good standing
under the laws of the jurisdiction of its formation and has the corporate,
partnership or limited liability company power and authority, as applicable, to
own its property and assets and to transact the business in which it is engaged
and presently proposes to engage, and (ii) has duly qualified and is authorized
to do business in all jurisdictions where it is required to be so qualified or
authorized except where the failure to be so qualified would not have a Material
Adverse Effect. Schedule 5.01 hereto lists, as of the Closing Date, each
Subsidiary of the Company (and the direct and indirect ownership interest of the
Company therein).

      Section 5.02 Corporate Power and Authority, etc. Each Credit Party has the
corporate or other organizational power and authority to execute, deliver and
carry out the terms and provisions of the Loan Documents to which it is party
and has taken all necessary corporate or other organizational action to
authorize the execution, delivery and performance of the Loan Documents to which
it is party. Each Credit Party has duly executed and delivered each Loan
Document to which it is party and each Loan Document to which it is party
constitutes the legal, valid and binding agreement and obligation of such Credit
Party enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors'
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law).

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      Section 5.03 No Violation. Neither the execution, delivery and performance
by any Credit Party of the Loan Documents to which it is party nor compliance
with the terms and provisions thereof (i) will contravene any provision of any
law, statute, rule, regulation, order, writ, injunction or decree of any
Governmental Authority applicable to such Credit Party or its properties and
assets, (ii) will conflict with or result in any breach of, any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose, except
with respect to the Senior Indenture) any Lien (other than the Liens created
pursuant to the Security Documents) upon any of the property or assets of such
Credit Party pursuant to the terms of any promissory note, bond, debenture,
indenture, mortgage, deed of trust, credit or loan agreement, or any other
agreement or other instrument, to which such Credit Party is a party or by which
it or any of its property or assets are bound or to which it may be subject, or
(iii) will violate any provision of the Organizational Documents of such Credit
Party.

      Section 5.04 Governmental Approvals. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any Governmental Authority is required to authorize or is required
as a condition to (i) the execution, delivery and performance by any Credit
Party of any Loan Document to which it is a party or any of its obligations
thereunder, or (ii) the legality, validity, binding effect or enforceability of
any Loan Document to which any Credit Party is a party, except the filing and
recording of financing statements and other documents necessary in order to
perfect the Liens created by the Security Documents and those consents and
approvals that will have been obtained at the time any Subsidiary becomes a
Borrower hereunder.

      Section 5.05 Litigation. There are no actions, suits or proceedings
pending or, to the knowledge of any Borrower, threatened with respect to any
Borrower or any of its Subsidiaries (i) that have had, or could reasonably be
expected to have, a Material Adverse Effect, or (ii) that question the validity
or enforceability of any of the Loan Documents, or of any action to be taken by
the Company or any of the other Credit Parties pursuant to any of the Loan
Documents.

      Section 5.06 Use of Proceeds; Margin Regulations.

      (a) The proceeds of all Loans and LC Issuances shall be utilized to
refinance existing senior and subordinated debt facilities, provide funds for
Permitted Acquisitions and provide working capital and funds for general
corporate purposes, in each case, not inconsistent with the terms of this
Agreement.

      (b) No part of the proceeds of any Credit Event will be used directly or
indirectly to purchase or carry Margin Stock, or to extend credit to others for
the purpose of purchasing or carrying any Margin Stock, in violation of any of
the provisions of Regulations T, U or X of the Board of Governors of the Federal
Reserve System. No Borrower is engaged in the business of extending credit for
the purpose of purchasing or carrying any Margin Stock. At no time would more
than 25% of the value of the assets of the Company or of the Company and its
consolidated Subsidiaries that are subject to any "arrangement" (as such term is
used in Section 221.2(g) of such Regulation U) hereunder be represented by
Margin Stock.

      Section 5.07 Financial Statements, etc.

      (a) The Company has furnished to the Global Agent and the Lenders complete
and correct copies of (i) the audited consolidated balance sheets of the Company
and its consolidated Subsidiaries as of February 28, 2003 and the related
audited consolidated statements of income, shareholders' equity, and cash flows
of the Company and its consolidated Subsidiaries for the fiscal year of the
Company then ended, accompanied by the report thereon of Ernst & Young LLP; and
(ii) the condensed consolidated balance sheets of the Company and its
consolidated Subsidiaries as of November 28, 2003 and the related

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condensed consolidated statements of income and of cash flows of the Company and
its consolidated Subsidiaries for the fiscal period then ended, as included in
the Company's Report on Form 10-Q filed with the SEC. All such financial
statements have been prepared in accordance with GAAP, consistently applied
(except as stated therein), and fairly present the financial position of the
Company and its Subsidiaries as of the respective dates indicated and the
consolidated results of their operations and cash flows for the respective
periods indicated, subject in the case of any such financial statements that are
unaudited, to normal audit adjustments, none of which will involve a Material
Adverse Effect. The Company and its Subsidiaries did not have, as of the date of
the latest financial statements referred to above, and will not have as of the
Closing Date after giving effect to the incurrence of Loans or LC Issuances
hereunder, any material or significant contingent liability or liability for
taxes, long-term lease or unusual forward or long-term commitment that is not
reflected in the foregoing financial statements or the notes thereto in
accordance with GAAP and that in any such case is material in relation to the
business, operations, properties, assets, financial or other condition or
prospects of the Company and its Subsidiaries.

      (b) The financial projections of the Company and its Subsidiaries for the
fiscal years 2005 through 2007 prepared by the Company and delivered to the
Global Agent and the Lenders (the "Financial Projections") were prepared on
behalf of the Company in good faith after taking into account historical levels
of business activity of the Company and its Subsidiaries, known trends,
including general economic trends, and all other information, assumptions and
estimates considered by management of the Company and its Subsidiaries to be
pertinent thereto; provided, however, that no representation or warranty is made
as to the impact of future general economic conditions or as to whether the
Company's projected consolidated results as set forth in the Financial
Projections will actually be realized, it being recognized by the Lenders that
such projections as to future events are not to be viewed as facts and that
actual results for the periods covered by the Financial Projections may differ
materially from the Financial Projections. No facts are known to the Company as
of the Closing Date which, if reflected in the Financial Projections, would
result in a material adverse change in the assets, liabilities, results of
operations or cash flows reflected therein.

      Section 5.08 Solvency. Each Borrower has received consideration that is
the reasonable equivalent value of the obligations and liabilities that such
Borrower has incurred to the Global Agent, each LC Issuer and the Lenders under
the Loan Documents. Each Borrower now has capital sufficient to carry on its
business and transactions and all business and transactions in which it is about
to engage and is now solvent and able to pay its debts as they mature and such
Borrower, as of the Closing Date or as of the date such Borrower became a
"Borrower" hereunder, owns property having a value, both at fair valuation and
at present fair salable value, greater than the amount required to pay such
Borrower's debts; and no Borrower is entering into the Loan Documents with the
intent to hinder, delay or defraud its creditors. For purposes of this Section,
"debt" means any liability on a claim, and "claim" means (x) right to payment
whether or not such a right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured; or (y) right to an equitable remedy for breach of
performance if such breach gives rise to a payment, whether or not such right to
an equitable remedy is reduced to judgment, fixed, contingent, matured,
unmatured, disputed, undisputed, secured or unsecured.

      Section 5.09 No Material Adverse Change. Since February 28, 2003, there
has been no change in the condition, business, affairs or prospects of the
Company and its Subsidiaries taken as a whole, or their properties and assets
considered as an entirety, except for changes none of which, individually or in
the aggregate, has had or could reasonably be expected to have, a Material
Adverse Effect.

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      Section 5.10 Tax Returns and Payments. The Company and each of its
Subsidiaries has filed all federal income tax returns and all other material tax
returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it that have become due, other than
those not yet delinquent and except for those contested in good faith. The
Company and each of its Subsidiaries have established on their books such
charges, accruals and reserves in respect of taxes, assessments, fees and other
governmental charges for all fiscal periods as are required by GAAP. No Borrower
knows of any proposed assessment for additional federal, foreign or state taxes
for any period, or of any basis therefor, which, individually or in the
aggregate, taking into account such charges, accruals and reserves in respect
thereof as the Company and its Subsidiaries have made, could reasonably be
expected to have a Material Adverse Effect.

      Section 5.11 Title to Properties, etc. The Company and each of its
Subsidiaries has good and marketable title, in the case of Real Property, and
good title (or valid Leaseholds, in the case of any leased property), in the
case of all other property, to all of its properties and assets free and clear
of Liens other than Permitted Liens. The interests of the Company and each of
its Subsidiaries in the properties reflected in the most recent balance sheet
referred to in Section 5.07(a), taken as a whole, were sufficient, in the
judgment of each Borrower, as of the date of such balance sheet for purposes of
the ownership and operation of the businesses conducted by the Borrowers and
such Subsidiaries.

      Section 5.12 Lawful Operations, etc. The Company and each of its
Subsidiaries: (i) hold all necessary foreign, federal, state, local and other
governmental licenses, registrations, certifications, permits and authorizations
necessary to conduct their business; and (ii) are in full compliance with all
material requirements imposed by law, regulation or rule, whether foreign,
federal, state or local, that are applicable to it, its operations, or their
properties and assets, including without limitation, applicable requirements of
Environmental Laws, except for any failure to obtain and maintain in effect, or
noncompliance, that, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.

      Section 5.13 Environmental Matters.

      (a) The Company and each of its Subsidiaries are in compliance with all
applicable Environmental Laws, except to the extent that any such failure to
comply (together with any resulting penalties, fines or forfeitures) would not
reasonably be expected to have a Material Adverse Effect. All licenses, permits,
registrations or approvals required for the conduct of the business of the
Borrowers and each of their Subsidiaries under any Environmental Law have been
secured and the Borrowers and each of their Subsidiaries are in substantial
compliance therewith, except for such licenses, permits, registrations or
approvals the failure to secure or to comply therewith is not reasonably likely
to have a Material Adverse Effect. Neither the Company nor any of its
Subsidiaries has received written notice, or otherwise knows, that it is in any
respect in noncompliance with, breach of or default under any applicable writ,
order, judgment, injunction, or decree to which the Company or such Subsidiary
is a party or that would affect the ability of the Company or such Subsidiary to
operate any Real Property and no event has occurred and is continuing that, with
the passage of time or the giving of notice or both, would constitute
noncompliance, breach of or default thereunder, except in each such case, such
noncompliance, breaches or defaults as would not reasonably be expected to, in
the aggregate, have a Material Adverse Effect. There are no Environmental Claims
pending or, to the best knowledge of any Borrower, threatened wherein an
unfavorable decision, ruling or finding would reasonably be expected to have a
Material Adverse Effect. There are no facts, circumstances, conditions or
occurrences on any Real Property now or at any time owned, leased or operated by
the Borrowers or any of their Subsidiaries or on any property adjacent to any
such Real Property, that are known by any such Borrower or as to which any
Borrower or any such Subsidiary has received written notice, that could
reasonably be expected: (i) to form the basis of an Environmental Claim against
the Company or any of its Subsidiaries or any Real

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Property of the Company or any of its Subsidiaries; or (ii) to cause such Real
Property to be subject to any restrictions on the ownership, occupancy, use or
transferability of such Real Property under any Environmental Law, except in
each such case, such Environmental Claims or restrictions that individually or
in the aggregate could not reasonably be expected to have a Material Adverse
Effect.

      (b) Hazardous Materials have not at any time been (i) generated, used,
treated or stored on, or transported to or from, any Real Property of the
Company or any of its Subsidiaries or (ii) released on any such Real Property,
in each case where such occurrence or event is not in compliance with
Environmental Laws and is reasonably likely to have a Material Adverse Effect.

      Section 5.14 Compliance with ERISA. Compliance by the Borrowers with the
provisions hereof and Credit Events contemplated hereby will not involve any
prohibited transaction within the meaning of ERISA or Section 4975 of the Code.
The Company and each of its Subsidiaries, (i) have fulfilled all obligations
under minimum funding standards of ERISA and the Code with respect to each Plan
that is not a Multiemployer Plan or a Multiple Employer Plan, (ii) have
satisfied all respective contribution obligations in respect of each
Multiemployer Plan and each Multiple Employer Plan, (iii) are in compliance in
all material respects with all other applicable provisions of ERISA and the Code
with respect to each Plan, each Multiemployer Plan and each Multiple Employer
Plan, and (iv) have not incurred any liability under Title IV of ERISA to the
PBGC with respect to any Plan, any Multiemployer Plan, any Multiple Employer
Plan, or any trust established thereunder. No Plan or trust created thereunder
has been terminated, and there have been no Reportable Events, with respect to
any Plan or trust created thereunder or with respect to any Multiemployer Plan
or Multiple Employer Plan, which termination or Reportable Event will or could
result in the termination of such Plan, Multiemployer Plan or Multiple Employer
Plan and give rise to a material liability of the Company or any ERISA Affiliate
in respect thereof. Neither the Company nor any ERISA Affiliate is at the date
hereof, or has been at any time within the two years preceding the date hereof,
an employer required to contribute to any Multiemployer Plan or Multiple
Employer Plan, or a "contributing sponsor" (as such term is defined in Section
4001 of ERISA) in any Multiemployer Plan or Multiple Employer Plan. Neither the
Company nor any ERISA Affiliate has any contingent liability with respect to any
post-retirement "welfare benefit plan" (as such term is defined in ERISA) except
as has been disclosed to the Global Agent and the Lenders in writing.

      Section 5.15 Intellectual Property, etc. The Company and each of its
Subsidiaries has obtained or has the right to use all material patents,
trademarks, service marks, trade names, copyrights, licenses and other rights
with respect to the foregoing necessary for the present and planned future
conduct of its business, without any known conflict with the rights of others,
except for such patents, trademarks, service marks, trade names, copyrights,
licenses and rights, the loss of which, and such conflicts, in any such case
individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect.

      Section 5.16 Investment Company Act, etc. Neither the Company nor any of
its Subsidiaries is subject to regulation with respect to the creation or
incurrence of Indebtedness under the Investment Company Act of 1940, as amended,
the Interstate Commerce Act, as amended, the Federal Power Act, as amended, the
Public Utility Holding Company Act of 1935, as amended, or any applicable state
public utility law.

      Section 5.17 Insurance. The Company and each of its Subsidiaries maintains
insurance coverage by such insurers and in such forms and amounts and against
such risks as are generally consistent with industry standards and in each case
in compliance with the terms of Section 6.03.

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      Section 5.18 Burdensome Contracts; Labor Relations. Neither the Company
nor any of its Subsidiaries (i) is subject to any burdensome contract,
agreement, corporate restriction, judgment, decree or order, (ii) is a party to
any labor dispute affecting any bargaining unit or other group of employees
generally, (iii) is subject to any material strike, slow down, workout or other
concerted interruptions of operations by employees of the Company or any
Subsidiary, whether or not relating to any labor contracts, (iv) is subject to
any significant pending or, to the knowledge of any Borrower, threatened, unfair
labor practice complaint, before the National Labor Relations Board, (v) is
subject to any significant pending or, to the knowledge of any Borrower,
threatened, grievance or significant arbitration proceeding arising out of or
under any collective bargaining agreement, (vi) is subject to any significant
pending or, to the knowledge of any Borrower, threatened, significant strike,
labor dispute, slowdown or stoppage, or (vii) is, to the knowledge of any
Borrower, involved or subject to any union representation organizing or
certification matter with respect to the employees of the Company or any of its
Subsidiaries, except (with respect to any matter specified in any of the above
clauses), for such matters as, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

      Section 5.19 Security Interests. Once executed and delivered, and until
the Collateral Release Date or otherwise terminated in accordance with the terms
thereof, each of the Security Documents creates, as security for the Obligations
(as defined in the Security Agreement), a valid and enforceable, and upon making
the filings and recordings referenced in the next sentence, perfected security
interest in and Lien on all of the Collateral subject thereto from time to time,
in favor of the Collateral Agent for the benefit of the Secured Parties (as
defined in the Security Agreement), superior to and prior to the rights of all
third persons and subject to no other Liens, except that the Collateral under
the Security Documents may be subject to Permitted Liens. No filings or
recordings are required in order to perfect the security interests created under
any Security Document except for filings or recordings required in connection
with any such Security Document that shall have been made, or for which
satisfactory arrangements have been made, upon or prior to the execution and
delivery thereof. All recording, stamp, intangible or other similar taxes
required to be paid by any Person under applicable legal requirements or other
laws applicable to the property encumbered by the Security Documents in
connection with the execution, delivery, recordation, filing, registration,
perfection or enforcement thereof have been paid.

      Section 5.20 True and Complete Disclosure. All factual information (taken
as a whole) heretofore or contemporaneously furnished by or on behalf of any
Borrower or any of their Subsidiaries in writing to the Global Agent, the
Collateral Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated herein, other than the Financial
Projections (as to which representations are made only as provided in Section
5.07(b)), is, and all other such factual information (taken as a whole)
hereafter furnished by or on behalf of such Person in writing to the Global
Agent, the Collateral Agent or any Lender will be, true and accurate in all
material respects on the date as of which such information is dated or certified
and not incomplete by omitting to state any material fact necessary to make such
information (taken as a whole) not misleading at such time in light of the
circumstances under which such information was provided, except that any such
future information consisting of financial projections prepared by the Company
or any of its Subsidiaries is only represented herein as being based on good
faith estimates and assumptions believed by such persons to be reasonable at the
time made, it being recognized by the Lenders that such projections as to future
events are not to be viewed as facts and that actual results during the period
or periods covered by any such projections may differ materially from the
projected results.

      Section 5.21 Certain Material Indebtedness.

      (a) Senior Indenture. No Event of Default (as defined in the Senior
Indenture) or event or condition that, with the passage of time or giving of
notice or both, would constitute an Event of Default

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(as defined in the Senior Indenture), exists under the Senior Indenture, nor
will any such Event of Default or event or condition that, with the passage of
time or giving of notice or both, would constitute such an Event of Default,
exist under the Senior Indenture immediately after the occurrence of any Credit
Event.

      (b) Subordinated Indenture. At any time prior to the Subordinated Notes
Redemption Date, (i) no Event of Default (as defined in the Subordinated
Indenture) or Default (as defined in the Subordinated Indenture) exists, nor
will any such Event of Default or Default exist under the Subordinated Indenture
(or note or other agreement executed in connection therewith) immediately after
the occurrence of any Credit Event; (ii) Schedule 5.21 hereto sets forth all
Indebtedness of the Company or any of its Subsidiaries that constitutes
Indebtedness under the Credit Facilities (as defined in the Subordinated
Indenture); and (iii) all of the Obligations constitute Senior Indebtedness (as
defined in the Subordinated Indenture), Designated Senior Indebtedness (as
defined in the Subordinated Indenture) and Permitted Debt (as defined in the
Subordinated Indenture). (c) Subordinated Convertible Indenture. (i) No Event of
Default (as defined in the Subordinated Convertible Indenture) or Default (as
defined in the Subordinated Convertible Indenture) exists, nor will any such
Event of Default or Default exist under the Subordinated Convertible Indenture
(or note or other agreement executed in connection therewith) immediately after
the occurrence of any Credit Event; and (ii) all of the Obligations constitute
Senior Indebtedness (as defined in the Subordinated Convertible Indenture),
Designated Senior Indebtedness (as defined in the Subordinated Convertible
Indenture) and Permitted Debt (as defined in the Subordinated Convertible
Indenture).

      Section 5.22 Defaults. No Default or Event of Default exists as of the
Closing Date hereunder, nor will any Default or Event of Default begin to exist
immediately after the execution and delivery hereof.

      Section 5.23 Anti-Terrorism Law Compliance. Neither the Company nor any of
its Subsidiaries is subject to or in violation of any law, regulation, or list
of any government agency (including, without limitation, the U.S. Office of
Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act)
that prohibits or limits the conduct of business with or the receiving of funds,
goods or services to or for the benefit of certain Persons specified therein or
that prohibits or limits any Lender or LC Issuer from making any advance or
extension of credit to any Borrower or from otherwise conducting business with
any Borrower.

                                  ARTICLE VI.

                              AFFIRMATIVE COVENANTS

      Each Borrower hereby covenants and agrees that on the Closing Date and
thereafter so long as this Agreement is in effect and until such time as the
Commitments have been terminated, no Notes remain outstanding and the Loans,
together with interest, Fees and all other Obligations incurred hereunder and
under the other Loan Documents, have been paid in full.

      Section 6.01 Reporting Requirements. The Borrowers will furnish to the
Global Agent and each Lender:

      (a) Annual Financial Statements. As soon as available and in any event
within 100 days after the close of each fiscal year of the Company, the
consolidated balance sheets of the Company and its consolidated Subsidiaries as
at the end of such fiscal year and the related consolidated statements of
income, of stockholders' equity and of cash flows for such fiscal year, in each
case setting forth

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comparative figures for the preceding fiscal year, all in reasonable detail and
accompanied by the opinion with respect to such consolidated financial
statements of independent public accountants of recognized national standing
selected by the Company, which opinion shall be unqualified and shall (i) state
that such accountants audited such consolidated financial statements in
accordance with generally accepted auditing standards, that such accountants
believe that such audit provides a reasonable basis for their opinion, and that
in their opinion such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of the Company and its
consolidated subsidiaries as at the end of such fiscal year and the consolidated
results of their operations and cash flows for such fiscal year in conformity
with generally accepted accounting principles, or (ii) contain such statements
as are customarily included in unqualified reports of independent accountants in
conformity with the recommendations and requirements of the American Institute
of Certified Public Accountants (or any successor organization).

      (b) Quarterly Financial Statements. As soon as available and in any event
within 60 days after the close of each of the quarterly accounting periods in
each fiscal year of the Company, the unaudited consolidated balance sheets of
the Company and its consolidated Subsidiaries as at the end of such quarterly
period and the related unaudited consolidated statements of income and of cash
flows for such quarterly period and/or for the fiscal year to date, and setting
forth, in the case of such unaudited consolidated statements of income and of
cash flows, comparative figures for the related periods in the prior fiscal
year, and which shall be certified on behalf of the Company by the Chief
Financial Officer of the Company, subject to changes resulting from normal
year-end audit adjustments.

      (c) Officer's Compliance Certificates. At the time of the delivery of the
financial statements provided for in subparts (a) and (b) above, a certificate
(a "Compliance Certificate"), substantially in the form of Exhibit E, signed by
the Chief Financial Officer, Treasurer or Controller of the Company to the
effect that, to the best knowledge of the Company, no Default or Event of
Default exists or, if any Default or Event of Default does exist, specifying the
nature and extent thereof and the actions the Borrowers have taken or propose to
take with respect thereto, which certificate shall set forth the calculations
required to establish compliance with the provisions of Section 7.07, Section
7.05(d) and (q), and Section 7.06(c), (d) and (e).

      (d) Forecasts. Not later than 100 days after the commencement of any
fiscal year of the Company and its Subsidiaries, an update of the Company's
annual forecast for such fiscal year and the subsequent two years in reasonable
detail.

      (e) Notices. Promptly, and in any event within three Business Days, after
the Company or any of its Subsidiaries obtains knowledge thereof, notice of:

            (i) the occurrence of any event that constitutes a Default or Event
      of Default, which notice shall specify the nature thereof, the period of
      existence thereof and what action the Borrowers propose to take with
      respect thereto, and

            (ii) the commencement of, or any other material development
      concerning, any litigation or governmental or regulatory proceeding
      pending against the Company or any of its Subsidiaries, if the same would
      be reasonably likely to have a Material Adverse Effect.

      (f) ERISA. Promptly, and in any event within 10 days after the Company or
any ERISA Affiliate knows of the occurrence of any of the following, the Company
will deliver to the Global Agent and each of the Lenders a certificate on behalf
of the Company of an Authorized Officer of the Company setting forth the full
details as to such occurrence and the action, if any, that the Company or such
ERISA Affiliate is required or proposes to take, together with any notices
required or proposed to be given by the

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Company or the ERISA Affiliate to or filed with the PBGC, a Plan participant or
the Plan administrator with respect thereto: (i) that a Reportable Event has
occurred with respect to any Plan; (ii) the institution of any steps by the
Company, any ERISA Affiliate, the PBGC or any other Person to terminate any
Plan; (iii) the institution of any steps by the Company or any ERISA Affiliate
to withdraw from any Plan; (iv) the institution of any steps by the Company or
any Subsidiary to withdraw from any Multiemployer Plan or Multiple Employer
Plan, if such withdrawal could result in withdrawal liability (as described in
Part 1 of Subtitle E of Title IV of ERISA) in excess of $10,000,000; (v) a
non-exempt "prohibited transaction" within the meaning of Section 406 of ERISA
in connection with any Plan; (vi) that a Plan has an Unfunded Current Liability
exceeding $10,000,000; (vii) any material increase in the contingent liability
of the Company or any Subsidiary with respect to any post-retirement welfare
liability; or (viii) the taking of any action by, or the threatening of the
taking of any action by, the Internal Revenue Service, the Department of Labor
or the PBGC with respect to any of the foregoing.

      (g) Environmental Matters. Promptly upon, and in any event within 10
Business Days after, an officer of the Company or any of its Subsidiaries
obtains knowledge thereof, notice of one or more of the following environmental
matters to the extent any of the following could reasonably be expected to have
a Material Adverse Effect: (i) any pending or threatened Environmental Claim
against the Company or any of its Subsidiaries or any Real Property owned or
operated by the Company or any of its Subsidiaries; (ii) any condition or
occurrence on or arising from any Real Property owned or operated by the Company
or any of its Subsidiaries that (A) results in noncompliance by the Company or
any of its Subsidiaries with any applicable Environmental Law or (B) would
reasonably be expected to form the basis of an Environmental Claim against the
Company or any of its Subsidiaries or any such Real Property; (iii) any
condition or occurrence on any Real Property owned, leased or operated by the
Company or any of its Subsidiaries that could reasonably be expected to cause
such Real Property to be subject to any restrictions on the ownership,
occupancy, use or transferability by the Company or any of its Subsidiaries of
such Real Property under any Environmental Law; and (iv) the taking of any
removal or remedial action in response to the actual or alleged presence of any
Hazardous Material on any Real Property owned, leased or operated by the Company
or any of its Subsidiaries as required by any Environmental Law or any
governmental or other global agency. All such notices shall describe in
reasonable detail the nature of the Environmental Claim, the Company's or such
Subsidiary's response thereto and the potential exposure in dollars of the
Company and its Subsidiaries with respect thereto.

      (h) SEC Reports and Registration Statements. Promptly after transmission
thereof or other filing with the SEC, copies of all annual, quarterly or current
reports that the Company or any of its Subsidiaries files with the SEC on Forms
10-K, 10-Q or 8-K (or any successor forms).

      (i) Annual, Quarterly and Other Reports. Promptly after transmission
thereof to its stockholders, copies of all annual, quarterly and other reports
and all proxy statements that the Company furnishes to its stockholders
generally.

      (j) Other Notices. Promptly after the transmission or receipt thereof, as
applicable, copies of all notices received or sent by the Company or any
Subsidiary to or from the holders of any Material Indebtedness or any trustee
with respect thereto.

      (k) Other Information. Within 10 days after a request therefor, such other
information or documents (financial or otherwise) relating to the Company or any
of its Subsidiaries as the Global Agent or any Lender may reasonably request
from time to time.

      Section 6.02 Books, Records and Inspections. The Borrowers will, and will
cause each of their Subsidiaries to, (i) keep proper books of record and
account, in which full and correct entries shall be made of all financial
transactions and the assets and business of the Borrowers or such Subsidiaries,
as

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<PAGE>

the case may be, in accordance with GAAP; and (ii) permit, upon at least two
Business Days' notice to any Borrower, officers and designated representatives
of the Global Agent or any of the Lenders to visit and inspect any of the
properties or assets of the Borrowers and any of their Subsidiaries in
whomsoever's possession (but only to the extent such Borrower or such Subsidiary
has the right to do so to the extent in the possession of another Person), to
examine the books of account of the Borrowers and any of their Subsidiaries, and
make copies thereof and take extracts therefrom, and to discuss the affairs,
finances and accounts of the Borrowers and of any of their Subsidiaries with,
and be advised as to the same by, its and their officers and independent
accountants and independent actuaries, if any, all at such reasonable times and
intervals and to such reasonable extent as the Global Agent or any of the
Lenders may request.

      Section 6.03 Insurance.

      (a) The Borrowers will, and will cause each of their Subsidiaries to, (i)
maintain insurance coverage by such insurers and in such forms and amounts and
against such risks as are generally consistent with the insurance coverage
maintained by the Borrowers and their Subsidiaries as of the Closing Date, and
(ii) forthwith upon any Lender's written request, furnish to such Lender such
information about such insurance as such Lender may from time to time reasonably
request, which information shall be prepared in form and detail satisfactory to
such Lender and certified by an Authorized Officer of the appropriate Borrower.

      (b) The Company will, and will cause each other Credit Party to, at all
times keep its respective property that is subject to the Lien of any Security
Document insured in favor of the Collateral Agent, and all policies or
certificates (or certified copies thereof) with respect to such insurance (and
any other insurance maintained by the Company or any such Credit Party) (i)
shall be endorsed to the Global Agent's satisfaction for the benefit of the
Collateral Agent (including, without limitation, by naming the Collateral Agent
as loss payee (with respect to Collateral) or, to the extent permitted by
applicable law, as an additional insured), (ii) shall state that such insurance
policies shall not be canceled without 30 days' prior written notice thereof (or
10 days' prior written notice in the case of cancellation for the non-payment of
premiums) by the respective insurer to the Collateral Agent, (iii) shall provide
that the respective insurers irrevocably waive any and all rights of subrogation
with respect to the Collateral Agent, the Global Agent and the Lenders, and (iv)
shall in the case of any such certificates or endorsements in favor of the
Collateral Agent, be delivered to or deposited with the Collateral Agent. The
Collateral Agent shall deliver copies of any certificates of insurance to a
Lender upon such Lender's reasonable request.

      (c) If the Company or any other Credit Party shall fail to maintain any
insurance in accordance with this Section, or if the Company or any such Credit
Party shall fail to so endorse and deliver or deposit all endorsements or
certificates with respect thereto, the Global Agent shall have the right (but
shall be under no obligation), upon prior written notice to the Company, to
procure such insurance and the Company agrees to reimburse the Global Agent on
demand, for all costs and expenses of procuring such insurance.

      Section 6.04 Payment of Taxes and Claims. Each Borrower will pay and
discharge, and will cause each of its Subsidiaries to pay and discharge, all
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits, or upon any properties belonging to it, prior to the date
on which penalties attach thereto, and all lawful claims that, if unpaid, might
become a Lien or charge upon any properties of the Company or any of its
Subsidiaries; provided, however, that neither the Company nor any of its
Subsidiaries shall be required to pay any such tax, assessment, charge, levy or
claim that is being contested in good faith and by proper proceedings if it has
maintained adequate reserves with respect thereto in accordance with GAAP.
Without limiting the generality of the foregoing, the Company will, and will
cause each of its Subsidiaries to, pay in full all of its wage obligations to
its

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employees in accordance with the Fair Labor Standards Act (29 U.S.C. Sections
206-207) and any comparable provisions of applicable law.

      Section 6.05 Corporate Franchises. Each Borrower will do, and will cause
each of its Subsidiaries to do, or cause to be done, all things necessary to
preserve and keep in full force and effect its corporate existence, rights and
authority; provided, however, that nothing in this Section shall be deemed to
prohibit any transaction permitted by Section 7.02.

      Section 6.06 Good Repair. Each Borrower will, and will cause each of its
Subsidiaries to, ensure that its material properties and equipment used or
useful in its business in whomsoever's possession they may be, are kept in good
repair, working order and condition, normal wear and tear excepted, and that
from time to time there are made in such properties and equipment all needful
and proper repairs, renewals, replacements, extensions, additions, betterments
and improvements thereto, to the extent and in the manner customary for
companies in similar businesses.

      Section 6.07 Compliance with Statutes, etc. Each Borrower will, and will
cause each of its Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
Governmental Authorities in respect of the conduct of its business and the
ownership of its property, other than those the noncompliance with which would
not be reasonably expected to have a Material Adverse Effect.

      Section 6.08 Compliance with Environmental Laws. Without limitation of the
covenants contained in Section 6.07:

      (a) Each Borrower will comply, and will cause each of its Subsidiaries to
comply, with all Environmental Laws applicable to the ownership, lease or use of
all Real Property now or hereafter owned, leased or operated by such Borrower or
any of its Subsidiaries, and will promptly pay or cause to be paid all costs and
expenses incurred in connection with such compliance, except to the extent that
such compliance with Environmental Laws is being contested in good faith and by
appropriate proceedings and for which adequate reserves have been established to
the extent required by GAAP, and an adverse outcome in such proceedings is not
reasonably expected to have a Material Adverse Effect.

      (b) Each Borrower will keep or cause to be kept, and will cause each of
its Subsidiaries to keep or cause to be kept, all such Real Property free and
clear of any Liens imposed pursuant to such Environmental Laws other than
Permitted Liens.

      (c) Neither the Company nor any of its Subsidiaries will generate, use,
treat, store, release or dispose of, or permit the generation, use, treatment,
storage, release or disposal of, Hazardous Materials on any Real Property now or
hereafter owned, leased or operated by the Company or any of its Subsidiaries or
transport or permit the transportation of Hazardous Materials to or from any
such Real Property other than in compliance with applicable Environmental Laws
and in the ordinary course of business, except for such noncompliance as would
not be reasonably expected to have a Material Adverse Effect.

      (d) If required to do so under any applicable order of any Governmental
Authority, the Company will undertake, and cause each of its Subsidiaries to
undertake, any clean up, removal, remedial or other action necessary to remove
and clean up any Hazardous Materials from any Real Property owned, leased or
operated by the Company or any of its Subsidiaries in accordance with, in all
material respects, the requirements of all applicable Environmental Laws and in
accordance with, in all material respects, such orders of all Governmental
Authorities, except to the extent that the Company or such

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Subsidiary is contesting such order in good faith and by appropriate proceedings
and for which adequate reserves have been established to the extent required by
GAAP.

      Section 6.09 Certain Subsidiaries to Join in Subsidiary Guaranty. In the
event that at any time after the Closing Date, the Company acquires, creates or
has any Domestic Subsidiary that is not already a party to the Subsidiary
Guaranty, the Company will promptly, but in any event within 10 Business Days,
cause such Subsidiary to deliver to the Global Agent, in sufficient quantities
for the Lenders, (a) a joinder supplement, reasonably satisfactory in form and
substance to the Global Agent, duly executed by such Subsidiary, pursuant to
which such Subsidiary joins in the Subsidiary Guaranty as a guarantor
thereunder, and (b) resolutions of the Board of Directors or equivalent
governing body of such Subsidiary, certified by the Secretary or an Assistant
Secretary of such Subsidiary, as duly adopted and in full force and effect,
authorizing the execution and delivery of such joinder supplement and the other
Loan Documents to which such Subsidiary is, or will be a party, together with
such other corporate documentation and an opinion of counsel as the Global Agent
shall reasonably request, in each case, in form and substance satisfactory to
the Global Agent; provided, however, that, notwithstanding the foregoing or
anything else in this Agreement to the contrary, (i) neither the Receivables
Subsidiary nor AGSC shall be required to become a Subsidiary Guarantor hereunder
so long as the Permitted Receivables Facility shall not have been terminated,
(ii) no Excluded Subsidiary (as defined in Schedule 2) shall be required to
become a Subsidiary Guarantor hereunder, and (iii) a Subsidiary shall not be
required to become a party to the Subsidiary Guaranty so long as (A) the total
assets of such Subsidiary shall be less than $5,000,000, and (B) the aggregate
of the total assets of all such Subsidiaries with total asset values of less
than $5,000,000 that are not parties to the Subsidiary Guaranty shall not exceed
$10,000,000.

      Section 6.10 Additional Security; Real Estate Matters; Further Assurances.

      (a) Additional Security. Subject to subpart (b) below, in the event that
at any time prior to the Collateral Release Date, the Company or any Subsidiary
Guarantor (or a Person that has become a Subsidiary Guarantor pursuant to
Section 6.09 after the Closing Date) acquires, owns or holds an interest in any
Real Property with a fair market value in excess of $10,000,000 or any personal
or other property that is not at the time included in the Collateral, the
Company will promptly notify the Global Agent in writing of such event,
identifying the property or interests in question and referring specifically to
the rights of the Global Agent and the Lenders under this Section, and the
Company will, or will cause such Subsidiary to, within 10 Business Days
following request by the Global Agent, grant to the Collateral Agent for the
benefit of the Secured Creditors (as defined in the Security Agreement) a Lien
on such Real Property, personal property or such other property pursuant to the
terms of such security agreements, assignments, Mortgages or other documents as
the Global Agent deems appropriate (collectively, the "Additional Security
Document") or a joinder in any existing Security Document. Furthermore, the
Company shall cause to be delivered to the Global Agent such opinions of local
counsel, corporate resolutions, consents of landlords, Landlord's Agreements and
other related documents as may be reasonably requested by the Global Agent or
the Collateral Agent in connection with the execution, delivery and recording of
any such Additional Security Document or joinder, all of which documents shall
be in form and substance reasonably satisfactory to the Global Agent.

      (b) Foreign and Non-Material Subsidiaries. Notwithstanding anything in
subpart (a) above or elsewhere in this Agreement to the contrary, (i) neither
the Receivables Subsidiary nor AGSC shall be required to become a party to any
Security Documents so long as the Permitted Receivables Facility shall not have
been terminated, (ii) no Excluded Subsidiary (as defined in Schedule 2) shall be
required to become a party to any Security Documents, (iii) a Subsidiary shall
not be required to become a party to any of the Security Documents so long as
(A) the total assets of such Subsidiary shall be less than $5,000,000, and (B)
the aggregate of the total assets of all such Subsidiaries with total asset
values of less

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than $5,000,000 that are not parties to the Subsidiary Guaranty shall not exceed
$10,000,000, and (iv) the stock or other equity interest of any Foreign
Subsidiary shall not serve as security for any of the Obligations, other than
the stock or other equity interest of any first tier Foreign Subsidiary
representing no more than 65% of the total combined voting power of all classes
of stock or other equity interest of such Foreign Subsidiary entitled to vote.

      (c) Real Estate Matters. With respect to each Mortgaged Real Property,
prior to the Collateral Release Date, within 30 days of the Global Agent's
written request, the Company shall cause to be delivered to the Collateral Agent
any or all of the following:

            (i) a Loan Policy of title insurance, ALTA 1970 Form B (amended
      10/17/70 and 10/17/84) (unless such form is unavailable in any particular
      state, in which case the Company shall have provided such other form of a
      Loan Policy of title insurance as may reasonably be requested by the
      Global Agent) issued by a title company satisfactory to the Global Agent
      (collectively, the "Loan Policies" and individually, a "Loan Policy") in
      an amount equal to the fair market value of such Mortgaged Real Property
      insuring each Mortgage to be a valid first priority Lien on such Mortgaged
      Real Property, free and clear of all defects and encumbrances except such
      matters of record as are permitted pursuant to this Agreement, with such
      endorsements and affirmative insurance as the Global Agent, in its
      reasonable discretion, may require;

            (ii) environmental reports or studies prepared by environmental
      engineering firms acceptable to the Global Agent (the "Reports"), which
      Reports shall be in form acceptable to the Global Agent;

            (iii) a current (certified not more than 60 days prior to the date
      of such request) "as-built" survey of such Mortgaged Real Property,
      prepared by a licensed surveyor acceptable to the Global Agent, certified
      to the Global Agent, the Collateral Agent, the Lenders and the title
      company pursuant to a certificate of survey acceptable to the Global
      Agent; such survey shall be in form and substance acceptable to the Global
      Agent and shall be made in accordance with the "Minimum Standard Detail
      Requirements for Land Title Surveys" adopted by the American Land Title
      Association in 1999;

            (iv) a copy of the certificate of occupancy for each building
      located on each such Mortgaged Real Property;

            (v) evidence of compliance with all building and zoning codes
      applicable to the Mortgaged Real Property and evidence of the availability
      and adequacy of utilities for the buildings located on the Mortgaged Real
      Property;

            (vi) evidence, satisfactory to the Global Agent, that no portion of
      any of the Mortgaged Real Property is located in a Special Flood Hazard
      Area or is otherwise classified as Class A or Class BX on the Flood Maps
      maintained by the Federal Emergency Management Agency; and/or

            (vii) appraisals and other supporting documentation relating to the
      Mortgaged Real Property meeting the appraisal and other documentation
      requirements of the Real Estate Reform Amendments of the Financial
      Institution Reform, Recovery and Enforcement Act of 1989, as amended, or
      any other legal requirements applicable to any Lender, which in the case
      of any such appraisal shall be prepared by one or more valuation firms of
      national standing, acceptable to the

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      Global Agent, utilizing appraisal standards satisfying such Amendments,
      Act or other legal requirements.

      (d) Landlord/Mortgagee Waivers. Prior to the Collateral Release Date, the
Company will promptly upon request of the Global Agent obtain, and will maintain
in effect, Landlord's Agreements on any Real Property on which any items of
Collateral are located, in form and substance reasonably acceptable to the
Global Agent.

      (e) Further Assurances. Prior to the Collateral Release Date, the Company
will, and will cause each of its Subsidiaries to, at the expense of the Company,
make, execute, endorse, acknowledge, file and/or deliver to the Global Agent
from time to time such conveyances, financing statements, transfer endorsements,
powers of attorney, certificates, and other assurances or instruments and take
such further steps relating to the Collateral covered by any of the Security
Documents as the Global Agent or the Collateral Agent may reasonably require. If
at any time the Global Agent determines, based on applicable law, that all
applicable taxes (including, without limitation, mortgage recording taxes or
similar charges) were not paid in connection with the recordation of any
mortgage or deed of trust, the Company shall promptly pay the same upon demand.

      Section 6.11 Most Favored Covenant Status. If any Credit Party at any time
after the Closing Date, issues or guarantees any Material Indebtedness pursuant
to a loan agreement, credit agreement, note purchase agreement, indenture,
guaranty or other similar instrument, which agreement, indenture, guaranty or
instrument includes affirmative or negative business or financial covenants (or
any events of default or other type of restriction that would have the practical
effect of any affirmative or negative business or financial covenant, including,
without limitation, any "put" or mandatory prepayment of such Indebtedness upon
the occurrence of a "change of control") that are applicable to any Credit
Party, other than those set forth herein or in any of the other Loan Documents,
the Company shall promptly so notify the Global Agent and the Lenders and, if
the Global Agent shall so request by written notice to the Company (after a
determination has been made by the Required Lenders that any of the
above-referenced documents or instruments contain any such provisions, that
either individually or in the aggregate are more favorable to the holders of
such unsecured Indebtedness than any of the provisions set forth herein), the
Company, the Global Agent and the Lenders shall promptly amend this Agreement to
incorporate some or all of such provisions, in the discretion of the Global
Agent and the Required Lenders, into this Agreement and, to the extent necessary
and reasonably desirable to the Global Agent and the Required Lenders, into any
of the other Loan Documents, all at the election of the Global Agent and the
Required Lenders.

      Section 6.12 Senior Debt. The Company will at all times ensure that the
claims of the Lenders in respect of the Obligations of the Borrowers will not be
subordinate to, and will in all respects rank at least pari passu with the
claims of, every unsecured creditor of the Borrowers and the claims of the
creditors under the Senior Indenture.

                                  ARTICLE VII.

                               NEGATIVE COVENANTS

      Each Borrower hereby covenants and agrees that on the Closing Date and
thereafter for so long as this Agreement is in effect and until such time as the
Commitments have been terminated, no Notes remain outstanding and the Loans,
together with interest, Fees and all other Obligations incurred hereunder and
under the other Loan Documents, have been paid in full:

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      Section 7.01 Changes in Business. Neither the Company nor any of its
Subsidiaries will engage in any business if, as a result, the general nature of
the business, taken on a consolidated basis, which would then be engaged in by
the Company and its Subsidiaries, would be substantially changed from the
general nature of the business engaged in by the Company and its Subsidiaries on
the Closing Date.

      Section 7.02 Consolidation, Merger, Acquisitions, Asset Sales, etc. The
Borrowers will not, and will not permit any Subsidiary to, (i) wind up,
liquidate or dissolve their affairs, (ii) enter into any transaction of merger
or consolidation, (iii) make or otherwise effect any Acquisition, (iv) sell or
otherwise dispose of any of their property or assets outside the ordinary course
of business, or otherwise make or otherwise effect any Asset Sale, or (v) agree
to do any of the foregoing at any future time, except that, if no Default or
Event of Default shall have occurred and be continuing or would result therefrom
each of the following shall be permitted:

      (a) the merger, consolidation or amalgamation of (i) any Subsidiary of the
Company (other than the Receivables Subsidiary) with or into the Company,
provided the Company is the surviving or continuing or resulting corporation;
(ii) any Subsidiary of the Company (other than the Receivables Subsidiary) with
or into any Subsidiary Guarantor, provided that the surviving or continuing or
resulting corporation is a Subsidiary Guarantor; (iii) any Foreign Subsidiary of
the Company with or into any Foreign Credit Party, provided that such Foreign
Credit Party is the surviving continuing or resulting corporation; (iv) any
Foreign Subsidiary of the Company (other than a Foreign Credit Party) with or
into any other Foreign Subsidiary of the Company (other than a Foreign Credit
Party), or (v) any Domestic Subsidiary of the Company that is not a Subsidiary
Guarantor with or into any other Domestic Subsidiary of the Company that is not
a Subsidiary Guarantor;

      (b) any Asset Sale by (i) the Company to any other Domestic Credit Party,
(ii) any Subsidiary of the Company (other than the Receivables Subsidiary) to
any Domestic Credit Party; (iii) any Foreign Subsidiary of the Company (other
than a Foreign Credit Party) to any Foreign Credit Party; (iv) any Foreign
Subsidiary of the Company (other than a Foreign Credit Party) to any other
Foreign Subsidiary of the Company (other than a Foreign Credit Party); or (v)
the Company or any Subsidiary of the Company to the Company or any Subsidiary of
the Company so long as the fair market value of all such asset sales does not
exceed $10,000,000 during any fiscal year;

      (c) the Company or any Subsidiary (other than the Receivables Subsidiary)
may make any Acquisition that is a Permitted Acquisition, provided that all of
the conditions contained in the definition of the term Permitted Acquisition are
satisfied;

      (d) AGSC or any Receivables Facility Participant may sell Receivables
Related Assets in connection with the Permitted Receivables Facility;

      (e) the Company or any of its Subsidiaries may (i) make a Permitted Asset
Disposition (as defined in Schedule 2 hereto), or (ii) wind up, liquidate or
dissolve the Excluded Subsidiary (as defined in Schedule 2 hereto); and

      (f) in addition to any Asset Sale permitted above, the Company or any of
its Subsidiaries may consummate any Asset Sale, provided that (i) the
consideration for each such Asset Sale represents fair value and at least 90% of
such consideration consists of cash; (ii) in the case of any Asset Sale
involving consideration in excess of $10,000,000, at least five Business Days
prior to the date of completion of such Asset Sale, the Company shall have
delivered to the Global Agent an officer's certificate executed on behalf of the
Company by an Authorized Officer, which certificate shall contain (A) a
description of the proposed transaction, the date such transaction is scheduled
to be consummated,

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the estimated sale price or other consideration for such transaction, and (B) a
certification that no Default or Event of Default has occurred and is
continuing, or would result from consummation of such transaction; and (iii) the
aggregate amount of all Asset Sales made pursuant to this subpart during any
fiscal year of the Company shall not exceed $50,000,000.

      Section 7.03 Liens. The Company will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible) of the Company or any such Subsidiary whether now owned or hereafter
acquired, except that the foregoing shall not apply to:

      (a) any Standard Permitted Lien;

      (b) Liens in existence on the Closing Date that are listed in Schedule
7.03 hereto;

      (c) Liens (i) that are placed upon fixed or capital assets, acquired,
constructed or improved by the Company or any Subsidiary, provided that (A) such
Liens secure Indebtedness permitted by Section 7.04(f), (B) such Liens and the
Indebtedness secured thereby are incurred prior to or within 120 days after such
acquisition or the completion of such construction or improvement, (C) the
Indebtedness secured thereby does not exceed 90% of the cost of acquiring,
constructing or improving such fixed or capital assets; and (D) such Liens shall
not apply to any other property or assets of the Company or any Subsidiary; or
(ii) arising out of the refinancing, extension, renewal or refunding of any
Indebtedness secured by any such Liens, provided that the principal amount of
such Indebtedness is not increased and such Indebtedness is not secured by any
additional assets;

      (d) Liens on Receivables Related Assets arising in connection with the
sale of such Receivables Related Assets in connection with the Permitted
Receivables Facility; or

      (e) any Lien (i) granted to the Global Agent or the Collateral Agent
securing any of the Obligations or any other Indebtedness of the Credit Parties
under the Loan Documents or any Indebtedness under any Designated Hedge
Agreement, or (ii) granted to the Collateral Agent to secure the Obligations (as
defined in the Security Agreement); provided, however, that any Lien granted
pursuant to this subpart (ii) that secures any Indebtedness other than the
Obligations or any other Indebtedness of the Credit Parties under the Loan
Documents or any Indebtedness under any Designated Hedge Agreement is at all
times subject to the intercreditor provisions set forth in the Security
Agreement.

      Section 7.04 Indebtedness. The Company will not, and will not permit any
of its Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness of the Company or any of its Subsidiaries, except:

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

      (b) the Indebtedness set forth on Schedule 7.04 hereto, and any
refinancing, extension, renewal or refunding of any such Indebtedness not
involving an increase in the principal amount thereof;

      (c) the Indebtedness of the Company in connection with the notes issued
pursuant to the Subordinated Indenture, provided (i) all of such Indebtedness
shall at all times constitute Subordinated Indebtedness, and (ii) the aggregate
principal amount of such Indebtedness shall not exceed $196,370,000 at any time
(as such amount may be reduced as a result of Permitted Subordinated Note
Repurchases made pursuant to Section 7.06(e));

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<PAGE>

      (d) the unsecured Indebtedness of the Company in connection with the notes
issued pursuant to the Subordinated Convertible Indenture, provided (i) all of
such Indebtedness shall at all times constitute Subordinated Indebtedness, and
(ii) the aggregate principal amount of such Indebtedness shall not exceed
$175,000,000 at any time;

      (e) the Indebtedness of the Company in connection with the notes or
securities issued pursuant to the Senior Indenture, so long as the aggregate
principal amount of such Indebtedness shall not exceed $300,000,000 at any time;

      (f) (i) the Indebtedness consisting of Capital Lease Obligations of the
Company and its Subsidiaries, (ii) Indebtedness secured by a Lien referred to in
Section 7.03(c), and (iii) any refinancing, extension, renewal or refunding of
any such Indebtedness not involving an increase in the principal amount thereof,
provided the aggregate outstanding principal amount (using Capitalized Lease
Obligations in lieu of principal amount, in the case of any Capital Lease) of
Indebtedness permitted by this subpart (f) shall not exceed $25,000,000 at any
time;

      (g) the Indebtedness constituting Permitted Foreign Subsidiary Loans and
Investments;

      (h) any intercompany loans (i) made by the Company or any Subsidiary of
the Company to any Domestic Credit Party; or (ii) made by any Foreign Subsidiary
of the Company (other than a Foreign Credit Party) to any other Foreign
Subsidiary of the Company;

      (i) the Indebtedness of the Company and its Subsidiaries under Hedge
Agreements, provided (i) such Hedge Agreements have been entered into in the
ordinary course of business and not for speculative purposes, and (ii) the
aggregate amount of the net obligations or Indebtedness under all such Hedge
Agreements does not exceed $25,000,000 at any time;

      (j) any Guaranty Obligations permitted by Section 7.05;

      (k) (i) the Indebtedness of the Receivables Subsidiary under the Permitted
Receivables Facility, so long as the funded amount shall not exceed $200,000,000
at any time, or (ii) the Indebtedness of the Receivables Subsidiary or AGSC to
the Company or any other Subsidiary of the Company in connection with the
Permitted Receivables Facility in accordance with the Receivables Facility
Documents;

      (l) the Indebtedness of the Company to AGSC pursuant to the AGSC Note,
provided (i) all of such Indebtedness shall constitute Subordinated
Indebtedness, and (ii) the aggregate principal amount of such Indebtedness shall
not exceed $130,000,000 at any time;

      (m) other Indebtedness of the Company to the extent not permitted by any
of the foregoing clauses, provided that (i) all such Indebtedness constitutes
Subordinated Indebtedness, (ii) no Default or Event of Default shall then exist
or immediately after incurring any of such Indebtedness will exist, (iii) the
documentation with respect to such Indebtedness shall be in form and substance
satisfactory to the Global Agent, and (iv) the Company and its Subsidiaries
shall be in compliance with the financial covenants set forth in Section 7.07
both immediately before and after giving pro forma effect to the incurrence of
such Indebtedness; and

      (n) additional Indebtedness of the Company or any of its Subsidiaries to
the extent not permitted by any of the foregoing clauses, provided that the
aggregate outstanding principal amount of all such Indebtedness does not exceed
$10,000,000 at any time.

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<PAGE>

      Section 7.05 Investments and Guaranty Obligations. The Company will not,
and will not permit any of its Subsidiaries to, directly or indirectly, (i) make
or commit to make any Investment or (ii) be or become obligated under any
Guaranty Obligations, except:

      (a) Investments by the Company or any of its Subsidiaries in cash and Cash
Equivalents;

      (b) any endorsement of a check or other medium of payment for deposit or
collection, or any similar transaction in the normal course of business;

      (c) the Company and its Subsidiaries may acquire and hold receivables and
similar items owing to them in the ordinary course of business and payable or
dischargeable in accordance with customary trade terms;

      (d) any Permitted Creditor Investment;

      (e) loans and advances to employees for business-related travel expenses,
moving expenses, costs of replacement homes, business machines or supplies,
automobiles and other similar expenses, in each case incurred in the ordinary
course of business, provided the aggregate outstanding amount of all such loans
and advances shall not exceed $1,000,000 at any time;

      (f) to the extent not permitted by any of the other subparts in this
Section, Investments existing as of the Closing Date and described on Schedule
7.05 hereto;

      (g) any Guaranty Obligations of the Company or any Subsidiary in favor of
the Global Agent, each LC Issuer and the Lenders and any other benefited
creditors under any Designated Hedge Agreements pursuant to the Loan Documents;

      (h) the Indebtedness of the Receivables Subsidiary to the Company or AGSC
and Indebtedness of AGSC to the Company in connection with the Permitted
Receivables Facility in accordance with the Receivables Facility Documents;

      (i) the Indebtedness of the Company to AGSC pursuant to the AGSC Note,
provided (i) all of such Indebtedness constitutes Subordinated Indebtedness, and
(ii) the aggregate principal amount of such Indebtedness shall not exceed
$130,000,000 at any time;

      (j) Investments of the Company and its Subsidiaries in Hedge Agreements
permitted to be to entered into pursuant to this Agreement;

      (k) Investments (i) of the Company or any of its Subsidiaries in any
Subsidiary existing as of the Closing Date, (ii) of the Company in any Domestic
Credit Party, (iii) of any Domestic Credit Party in any other Domestic Credit
Party (other than the Company), or (iv) constituting Permitted Foreign
Subsidiary Loans and Investments;

      (l) Investments (i) of any Foreign Subsidiary in any other Subsidiary of
the Company existing as of the Closing Date, (ii) of any Foreign Subsidiary
(other than a Foreign Credit Party) in any other Subsidiary of the Company
(other than the Receivables Subsidiary), or (iii) of any Foreign Credit Party in
any Domestic Credit Party (other than the Company);

      (m) intercompany loans and advances permitted by Section 7.04(h);

      (n) the Acquisitions permitted by Section 7.02;

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      (o) Investments constituting Restricted Payments permitted by Section
7.06;

      (p) any Guaranty Obligation incurred by any Domestic Credit Party with
respect to Indebtedness of another Domestic Credit Party which Indebtedness is
permitted by Section 7.04; and

      (q) other Investments by the Company or any Subsidiary of the Company
(other than the Receivables Subsidiary) in any other Person (other than the
Company or any of its Subsidiaries) made after the Closing Date and not
permitted pursuant to the foregoing subparts, provided that (i) at the time of
making any such Investment no Default or Event of Default shall have occurred
and be continuing, or would result therefrom, and (ii) the maximum cumulative
amount of all such Investments that are so made pursuant to this subpart and
outstanding at any time shall not exceed an aggregate of $25,000,000, taking
into account the repayment of any loans or advances comprising such Investments.

      Section 7.06 Restricted Payments. The Company will not, and will not
permit any of its Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any Restricted Payment, except:

      (a) the Company or any of its Subsidiaries may declare and pay or make
Capital Distributions that are payable solely in additional shares of its common
stock (or warrants, options or other rights to acquire additional shares of its
common stock);

      (b) (i) any Subsidiary of the Company may declare and pay or make Capital
Distributions to any Domestic Credit Party, (ii) any Foreign Subsidiary of the
Company (other than a Foreign Credit Party) may declare and pay or make Capital
Distributions to any other Foreign Subsidiary or to any Domestic Credit Party,
and (iii) any Foreign Credit Party may declare and pay or make Capital
Distributions to any Domestic Credit Party;

      (c) the Company may declare and pay or make Cash Dividends, provided that
(i) no Default or Event of Default shall have occurred and be continuing or
would result therefrom, (ii) the Company will be in compliance with the
financial covenants set forth in Section 7.07 after giving pro forma effect to
each such Cash Dividend, and (iii) the aggregate amount of all Cash Dividends
made by the Company during any fiscal year shall not exceed the Maximum Dividend
Amount (as defined in Schedule 2 hereto);

      (d) the Company may make Share Repurchases, provided that (i) no Default
or Event of Default shall have occurred and be continuing or would result
therefrom, (ii) the Company will be in compliance with the financial covenants
set forth in Section 7.07 after giving pro forma effect to each such Share
Repurchase, and (iii) the aggregate amount of all Share Repurchases made by the
Company during any fiscal year shall not exceed the Maximum Share Repurchase
Amount (as defined in Schedule 2 hereto); and

      (e) at any time prior to the last day of the Company's fiscal year ending
February 28, 2005, the Company may make Permitted Subordinated Note Repurchases,
provided that (i) no Default or Event of Default shall have occurred and be
continuing or would result therefrom, (ii) the aggregate amount (which amount
shall be determined based upon the original face amount of the Indebtedness that
is the subject of such Permitted Subordinated Note Repurchases and shall
specifically exclude any premium paid in connection with such Permitted
Subordinated Note Repurchases) paid by the Company in connection with all
Permitted Subordinated Note Repurchases shall not at any time exceed
$196,370,000, (iii) each note or other security repurchased or redeemed in
connection with each Permitted Subordinated Note Repurchase shall be permanently
cancelled promptly, but in no event later than ten Business Days, following each
such Permitted Subordinated Note Repurchase, (iv) immediately after giving
effect to each Permitted Subordinated Note Repurchase, the Company shall be in
pro forma compliance with the

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financial covenants set forth in Section 7.07 and, if the aggregate amount to be
paid by the Company in connection with a Permitted Subordinated Note Repurchase
or series of related Permitted Subordinated Note Repurchases is in excess of
$10,000,000, then, prior to or concurrently with such Permitted Subordinated
Note Repurchase, the Company shall have provided to the Global Agent a
certificate of an Authorized Officer demonstrating such pro forma compliance and
certifying as to compliance with the other provisions of this subpart (e) in
connection with such Permitted Subordinated Note Repurchase, and (v)
concurrently with the delivery by the Company of the financial statements
required pursuant to Section 6.01(a) and Section 6.01(b), the Company shall
deliver a certificate describing the aggregate amount of Permitted Subordinated
Note Repurchases made during the fiscal quarter or quarters covered by such
financial statements and certifying that such Permitted Subordinated Note
Repurchases were made in compliance with the provisions of this subpart (e).

      Section 7.07 Financial Covenants.

      (a) Consolidated Net Worth. The Company will not permit its Consolidated
Net Worth at any time to be less than the sum of (i) $1,014,000,000 plus (ii)
50% of Consolidated Net Income (to the extent a positive number) for each fiscal
quarter ending after the Closing Date plus (iii) 100% of the net proceeds of any
equity offering (or any debt offering to the extent converted into equity) by
the Company plus (iv) 100% of the incremental net worth associated with any
Permitted Acquisition made during such period.

      (b) Leverage Ratio. The Company will not at any time permit the Leverage
Ratio to exceed 2.75 to 1.00.

      (c) Interest Coverage Ratio. The Company will not at any time permit the
Interest Coverage Ratio to be less than 3.00 to 1.00.

      Section 7.08 Limitation on Certain Restrictive Agreements. The Company
will not, and will not permit any of its Subsidiaries to, directly or
indirectly, enter into, incur or permit to exist or become effective, any
"negative pledge" covenant or other agreement, restriction or arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of the
Company or any Subsidiary to create, incur or suffer to exist any Lien upon any
of its property or assets as security for Indebtedness, or (b) the ability of
any such Subsidiary to make Capital Distributions or any other interest or
participation in its profits owned by the Company or any Subsidiary of the
Company, or pay any Indebtedness owed to the Company or a Subsidiary of the
Company, or to make loans or advances to the Company or any of the Company's
other Subsidiaries, or transfer any of its property or assets to the Company or
any of the Company's other Subsidiaries, except for such restrictions existing
under or by reason of (i) applicable law, (ii) this Agreement and the other Loan
Documents, (iii) customary provisions restricting subletting or assignment of
any lease governing a leasehold interest, (iv) customary provisions restricting
assignment of any licensing agreement entered into in the ordinary course of
business, (v) customary provisions restricting the transfer or further
encumbering of assets subject to Liens permitted under Section 7.03(c), (vi)
restrictions contained in the Receivables Facility Documents, the Senior
Indenture, the Subordinated Convertible Indenture or the Subordinated Indenture
as in effect on the Closing Date (and any similar restrictions contained in any
agreement governing any refinancing or refunding thereof not prohibited by this
Agreement), (vii) customary restrictions affecting only a Subsidiary of the
Company under any agreement or instrument governing any of the Indebtedness of a
Subsidiary permitted pursuant to Section 7.04, (viii) restrictions affecting any
Foreign Subsidiary (other than a Foreign Credit Party) of the Company under any
agreement or instrument governing any Indebtedness of such Foreign Subsidiary
permitted pursuant to Section 7.04, and customary restrictions contained in
"comfort" letters and guarantees of any such Indebtedness, (ix) any document
relating to Indebtedness secured by a Lien permitted by Section 7.03, insofar as
the provisions thereof limit grants of junior liens on the assets

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securing such Indebtedness, and (x) any Operating Lease or Capital Lease,
insofar as the provisions thereof limit grants of a security interest in, or
other assignments of, the related leasehold interest to any other Person.

      Section 7.09 Amendments to Certain Documents. The Company will not, and
will not permit any of its Subsidiaries to, amend, restate, supplement or
otherwise modify or replace in any respect the Senior Indenture, the
Subordinated Indenture, the Subordinated Convertible Indenture, or the
Receivables Facility Documents without the prior written consent of the Required
Lenders, provided that (i) the Company or any its Subsidiaries may amend,
supplement or otherwise modify any of the foregoing agreements with the prior
written consent of the Global Agent (which consent shall not be unreasonably
withheld or delayed), so long as any such amendment or modification does not, in
the opinion of the Global Agent, materially impact the rights or remedies of the
Global Agent and the Lenders hereunder, and (ii) the Subordinated Indenture may
be amended as set forth in the Consent Solicitation Documents.

      Section 7.10 Transactions with Affiliates. The Company will not, and will
not permit any Subsidiary to, enter into any transaction or series of
transactions with any Affiliate (other than, in the case of the Company, any
Subsidiary, and in the case of a Subsidiary, the Company or another Subsidiary)
other than in the ordinary course of business of and pursuant to the reasonable
requirements of the Company's or such Subsidiary's business and upon fair and
reasonable terms no less favorable to the Company or such Subsidiary than would
be obtained in a comparable arm's-length transaction with a Person other than an
Affiliate, except (i) sales of goods to an Affiliate for use or distribution
outside the United States that in the good faith judgment of the Company comply
with any applicable legal requirements of the Code, or (ii) agreements and
transactions with and payments to officers, directors and shareholders that are
either (A) entered into in the ordinary course of business and not prohibited by
any of the provisions of this Agreement, or (B) entered into outside the
ordinary course of business, approved by the directors or shareholders of the
Company, and not prohibited by any of the provisions of this Agreement.

      Section 7.11 Plan Terminations, Minimum Funding, etc. The Company will
not, and will not permit any ERISA Affiliate to, (i) terminate any Plan or Plans
so as to result in liability of the Company or any ERISA Affiliate to the PBGC
in excess of, in the aggregate, the amount that is equal to the greater of (x)
$250,000, or (y) 5% of the Company's Consolidated Net Worth as of the date of
the then most recent financial statements furnished to the Lenders pursuant to
the provisions of this Agreement, (ii) permit to exist one or more events or
conditions that present a material risk of the termination by the PBGC of any
Plan or Plans with respect to which the Company or any ERISA Affiliate would, in
the event of such termination, incur liability to the PBGC in excess of such
amount in the aggregate, or (iii) fail to comply with the minimum funding
standards of ERISA and the Code with respect to any Plan.

      Section 7.12 Anti-Terrorism Laws. Neither the Company nor any of its
Subsidiaries shall be subject to or in violation of any law, regulation, or list
of any government agency (including, without limitation, the U.S. Office of
Foreign Asset Control list, Executive Order No. 13224 or the USA Patriot Act)
that prohibits or limits the conduct of business with or the receiving of funds,
goods or services to or for the benefit of certain Persons specified therein or
that prohibits or limits any Lender or LC Issuer from making any advance or
extension of credit to any Borrower or from otherwise conducting business with
any Borrower.

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                                  ARTICLE VIII.

                                EVENTS OF DEFAULT

      Section 8.01 Events of Default. Any of the following specified events
shall constitute an Event of Default (each an "Event of Default"):

      (a) Payments: any Borrower shall (i) default in the payment when due
(whether at maturity, on a date fixed for a scheduled repayment, on a date on
which a required prepayment is to be made, upon acceleration or otherwise) of
any principal of the Loans or any reimbursement obligation in respect of any
Unpaid Drawing; or (ii) default, and such default shall continue for three or
more Business Days, in the payment when due of any interest on the Loans, Unpaid
Drawings or any Fees or any other amounts owing hereunder or under any other
Loan Document; or

      (b) Representations, etc.: any representation, warranty or statement made
by the Company or any other Credit Party herein or in any other Loan Document or
in any statement or certificate delivered or required to be delivered pursuant
hereto or thereto shall prove to be untrue in any material respect on the date
as of which made or deemed made; or

      (c) Certain Covenants: any Borrower shall default in the due performance
or observance by it of any term, covenant or agreement contained in Section
6.01, Section 6.09, Section 6.10, Section 6.11, Section 6.12, or Article VII of
this Agreement; or

      (d) Other Covenants: any Credit Party shall default in the due performance
or observance by it of any term, covenant or agreement contained in this
Agreement or any other Loan Document, other than those referred to in Section
8.01(a) or Section 8.01(a) or Section 8.01(a) above, and such default is not
remedied within 30 days after the earlier of (i) an Authorized Officer of any
Credit Party obtaining actual knowledge of such default and (ii) any Borrower
receiving written notice of such default from the Global Agent or the Required
Lenders (any such notice to be identified as a "notice of default" and to refer
specifically to this paragraph); or

      (e) Cross Default Under Other Agreements: the Company or any of its
Subsidiaries shall (i) default in any payment with respect to any Material
Indebtedness (other than the Obligations or with respect to any Indebtedness
subject to subpart (j) below), and such default shall continue after the
applicable grace period, if any, specified in the agreement or instrument
relating to such Material Indebtedness, or (ii) default in the observance or
performance of any agreement or condition relating to any such Material
Indebtedness or contained in any instrument or agreement evidencing, securing or
relating thereto (and all grace periods applicable to such observance,
performance or condition shall have expired), or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Material Indebtedness (or a
trustee or agent on behalf of such holder or holders) to cause any such Material
Indebtedness to become due prior to its stated maturity; or any such Material
Indebtedness of the Company or any of its Subsidiaries shall be declared to be
due and payable, or shall be required to be prepaid (other than by a regularly
scheduled required prepayment or redemption, prior to the stated maturity
thereof); or (iii) without limitation of the foregoing clauses, default in any
payment obligation under a Designated Hedge Agreement, and such default shall
continue after the applicable grace period, if any, specified in such Designated
Hedge Agreement or any other agreement or instrument relating thereto; or

      (f) Invalidity of Loan Documents: (i) any provision of any Loan Document,
at any time after its execution and delivery and for any reason other than as
expressly permitted hereunder or under such Loan Document or satisfaction in
full of all the Obligations, ceases to be in full force and effect; (ii)

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any Credit Party or any other Person contests in any manner the validity or
enforceability of any provision of any Loan Document; or any Credit Party denies
that it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document; or (iii) at any time
prior to the Collateral Release Date, the Collateral Agent shall not have or
shall cease to have a valid and perfected Lien in any Collateral purported to be
covered by the Security Documents with the priority required by the relevant
Security Documents, in each case for any reason other than the failure of the
Collateral Agent, the Global Agent or any Lender to take any action that they
are required to take; or

      (g) Judgments: (i) one or more judgments, orders or decrees shall be
entered against the Company and/or any of its Subsidiaries involving a liability
(other than a liability covered by insurance, as to which the carrier has
adequate claims paying ability and has not effectively reserved its rights) of
$20,000,000 or more in the aggregate for all such judgments, orders and decrees
for the Company and its Subsidiaries, and any such judgments or orders or
decrees shall not have been vacated, discharged or stayed or bonded pending
appeal within 30 days (or such longer period, not in excess of 60 days, during
which enforcement thereof, and the filing of any judgment lien, is effectively
stayed or prohibited) from the entry thereof; or (ii) one or more judgments,
orders or decrees shall be entered against the Company and/or any of its
Subsidiaries involving a required divestiture of any material properties, assets
or business reasonably estimated to have a fair value in excess of $20,000,000,
and any such judgments, orders or decrees shall not have been vacated,
discharged or stayed or bonded pending appeal within 30 days (or such longer
period, not in excess of 60 days, during which enforcement thereof, and the
filing of any judgment lien, is effectively stayed or prohibited) from the entry
thereof; or

      (h) Insolvency Event: any Insolvency Event shall occur with respect to the
Company, any other Credit Party or any other Subsidiary of the Company (other
than the Excluded Subsidiary as defined in Schedule 2 hereto) that has total
assets or annual revenues in excess of $5,000,000; or

      (i) ERISA: (i) any of the events described in clauses (i) through (viii)
of Section 6.01(f) shall have occurred; or (ii) there shall result from any such
event or events the imposition of a Lien, the granting of a security interest,
or a liability or a material risk of incurring a liability; and (iii) any such
event or events or any such lien, security interest or liability, individually,
and/or in the aggregate, in the opinion of the Required Lenders, has had, or
would reasonably be expected to have, a Material Adverse Effect;

      (j) Subordinated Indenture and Subordinated Convertible Indenture: if (i)
(A) any Event of Default (as defined in the Subordinated Indenture) shall occur
under the Subordinated Indenture; (B) at any time prior to the Subordinated
Notes Redemption Date, without the prior written consent of the Global Agent and
the Required Lenders, the Company or any Subsidiary shall incur any Indebtedness
that shall constitute, in whole or in part, Credit Facilities (as defined in the
Subordinated Indenture) other than the Indebtedness set forth on Schedule 5.21
hereto; or (C) the Obligations, or any part thereof, shall cease to constitute
Senior Indebtedness (as defined in the Subordinated Indenture), Designated
Senior Indebtedness (as defined in the Subordinated Indenture) or Permitted Debt
(as defined in the Subordinated Indenture); or (ii) (A) any Event of Default (as
defined in the Subordinated Convertible Indenture) shall occur under the
Subordinated Convertible Indenture; (B) the Obligations, or any part thereof,
shall cease to constitute Senior Indebtedness (as defined in the Subordinated
Convertible Indenture), Designated Senior Indebtedness (as defined in the
Subordinated Convertible Indenture) or Permitted Debt (as defined in the
Subordinated Convertible Indenture); or (C) the Company shall designate any
Indebtedness as Designated Senior Indebtedness (as defined in the Subordinated
Convertible Indenture) without the prior written consent of the Global Agent.

      (k) Change of Control: if there occurs a Change of Control.

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      Section 8.02 Remedies. Upon the occurrence of any Event of Default, and at
any time thereafter if any Event of Default shall then be continuing, the Global
Agent shall, upon the written request of the Required Lenders, by written notice
to the Borrowers or any thereof, take any or all of the following actions,
without prejudice to the rights of the Global Agent or any Lender to enforce its
claims against the Company or any other Credit Party in any manner permitted
under applicable law:

      (a) declare the Commitments terminated, whereupon the Commitment of each
Lender shall forthwith terminate immediately without any other notice of any
kind;

      (b) declare the principal of and any accrued interest in respect of all
Loans, all Unpaid Drawings and all other Obligations owing hereunder and
thereunder to be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrowers;

      (c) terminate any Letter of Credit that may be terminated in accordance
with its terms or require the applicable LC Obligors to deposit cash in a
deposit account designated by the Global Agent in an amount equal to 105% of the
Revolving Facility LC Outstandings or the Canadian LC Outstandings, as the case
may be, of such LC Obligor to secure such LC Obligor's reimbursement obligations
with respect to such Revolving Facility LC Outstandings or Canadian LC
Outstandings; or

      (d) exercise any other right or remedy available under any of the Loan
Documents or applicable law;

provided that, if an Event of Default specified in Section 8.01(h) shall occur,
the result that would occur upon the giving of written notice by the Global
Agent as specified in clauses (a) and/or (b) above shall occur automatically
without the giving of any such notice.

      Section 8.03 Application of Certain Payments and Proceeds. All payments
and other amounts received by the Global Agent or any Lender (i) at any time on
or after the Equalization Date or (ii) at any time from the exercise of remedies
hereunder or under the other Credit Documents, whether received from the
Collateral Agent, any Credit Party or otherwise, shall in each case unless
otherwise required by the terms of the other Loan Documents or by applicable law
be applied as follows:

      (a) Obligations Generally. Except with respect to any amounts that are
required to first be applied pursuant to subparts (b) or (c) below, all amounts
received by or with respect to, and all proceeds of Collateral coming from, the
Company or any other Domestic Credit Party shall be applied:

            (i) first, to the payment of that portion of the Obligations
      constituting fees, indemnities and expenses and other amounts (including
      attorneys' fees and amounts due under Article III) payable to the Global
      Agent in its capacity as such;

            (ii) second, to the payment of that portion of the Obligations
      constituting fees, indemnities and expenses (including attorneys' fees and
      amounts due under Article III) payable to each Lender or each LC Issuer,
      ratably among them in proportion to the aggregate of all such amounts;

            (iii) third, to the payment of that portion of the Obligations
      constituting accrued and unpaid interest on the Loans and Unpaid Drawings
      with respect to Letters of Credit, ratably among the Lenders in proportion
      to the aggregate of all such amounts;

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<PAGE>

            (iv) fourth, pro rata to the payment of (A) that portion of the
      Obligations constituting unpaid principal of the Loans and Unpaid
      Drawings, ratably among the Lenders and each LC Issuer in proportion to
      the aggregate of all such amounts, and (B) the amounts due to Designated
      Hedge Creditors under Designated Hedge Agreements subject to confirmation
      by the Global Agent that any calculations of termination or other payment
      obligations are being made in accordance with normal industry practice;

            (v) fifth, to the Global Agent for the benefit of each LC Issuer to
      cash collateralize the Stated Amount of outstanding Letters of Credit;

            (vi) sixth, to the payment of all other Obligations of the Credit
      Parties owing under or in respect of the Loan Documents that are then due
      and payable to the Global Agent, each LC Issuer, the Swing Line Lender,
      the Lenders and the Designated Hedge Creditors, ratably based upon the
      respective aggregate amounts of all such Obligations owing to them on such
      date; and

            (vii) finally, any remaining surplus after all of the Obligations
      have been paid in full, to the Borrowers or to whomsoever shall be
      lawfully entitled thereto.

      (b) Foreign Revolving Facility Borrower Obligations. All amounts received
by or with respect to, and all proceeds of Collateral, if any, coming from, any
Foreign Revolving Facility Borrower shall be applied:

            (i) first, to the payment of that portion of the Foreign Revolving
      Facility Borrower Obligations owing by such Foreign Revolving Facility
      Borrower constituting fees, indemnities and expenses and other amounts
      (including attorneys' fees and amounts due under Article III) payable to
      the Global Agent in its capacity as such;

            (ii) second, to the payment of that portion of the Foreign Revolving
      Facility Borrower Obligations owing by such Foreign Revolving Facility
      Borrower constituting fees, indemnities and expenses (including attorneys'
      fees and amounts due under Article III) payable to each Lender and each LC
      Issuer, ratably among them in proportion to the aggregate of all such
      amounts;

            (iii) third, to the payment of that portion of the Foreign Revolving
      Facility Borrower Obligations constituting accrued and unpaid interest on
      the Loans made to such Foreign Revolving Facility Borrower and Unpaid
      Drawings with respect to Revolving Facility Letters of Credit issued for
      the account of such Foreign Revolving Facility Borrower, ratably among the
      Lenders and each LC Issuer in proportion to the aggregate of all such
      amounts;

            (iv) fourth, to the payment of that portion of the Foreign Revolving
      Facility Borrower Obligations constituting unpaid principal of the Loans
      made to such Foreign Revolving Facility Borrower and Unpaid Drawings with
      respect to Revolving Facility Letters of Credit issued for the account of
      such Foreign Revolving Facility Borrower, ratably among the Lenders and
      each LC Issuer in proportion to the aggregate of all such amounts;

            (v) fifth, to the Global Agent for the benefit of each LC Issuer to
      cash collateralize the Stated Amount of Revolving Facility Letters of
      Credit issued for the account of such Foreign Revolving Facility Borrower;

            (vi) sixth, to the payment of all other Foreign Revolving Facility
      Borrower Obligations of such Foreign Revolving Facility Borrower owing
      under or in respect of the Loan

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<PAGE>

      Documents that are then due and payable to the Global Agent, each LC
      Issuer and the Lenders, ratably based upon the respective aggregate
      amounts of all such Foreign Revolving Facility Borrower Obligations owing
      to them by such Foreign Revolving Facility Borrower on such date; and

            (vii) finally, any remaining surplus after all of the Foreign
      Revolving Facility Borrower Obligations of such Foreign Revolving Facility
      Borrower have been paid in full, to such Foreign Revolving Facility
      Borrower or to whomsoever shall be lawfully entitled thereto.

      (c) Canadian Obligations. All amounts received by or with respect to, and
all proceeds of Collateral, if any, coming from, any Canadian Borrower shall be
applied:

            (i) first, to the payment of that portion of the Canadian
      Obligations owing by the Canadian Borrowers constituting fees, indemnities
      and expenses and other amounts (including attorneys' fees and amounts due
      under Article III) payable to the Global Agent in its capacity as such;

            (ii) second, to the payment of that portion of the Canadian
      Obligations owing by the Canadian Borrowers constituting fees, indemnities
      and expenses (including attorneys' fees and amounts due under Article III)
      payable to each Canadian Lender and each LC Issuer, ratably among them in
      proportion to the aggregate of all such amounts;

            (iii) third, to the payment of that portion of the Canadian
      Obligations constituting accrued and unpaid interest on the Canadian
      Revolving Loans made to the Canadian Borrowers and Unpaid Drawings with
      respect to Canadian Letters of Credit issued for the account of each
      Canadian Borrower, ratably among the Canadian Lenders and each LC Issuer
      in proportion to the aggregate of all such amounts;

            (iv) fourth, to the payment of that portion of the Canadian
      Obligations constituting unpaid principal of the Canadian Revolving Loans
      made to the Canadian Borrowers and Unpaid Drawings with respect to
      Canadian Letters of Credit issued for the account of each Canadian
      Borrower, ratably among the Canadian Lenders and each LC Issuer in
      proportion to the aggregate of all such amounts;

            (v) fifth, to the Canadian Administrative Branch of the Global Agent
      for the benefit of each LC Issuer to cash collateralize the Stated Amount
      of Canadian Letters of Credit issued for the account of each Canadian
      Borrower;

            (vi) sixth, to the payment of all other Canadian Obligations owing
      under or in respect of the Loan Documents that are then due and payable to
      the Global Agent, each LC Issuer and the Canadian Lenders, ratably based
      upon the respective aggregate amounts of all such Canadian Obligations
      owing to them by the Canadian Borrowers on such date; and

            (vii) finally, any remaining surplus after all of the Canadian
      Obligations have been paid in full, to the Canadian Borrowers or to
      whomsoever shall be lawfully entitled thereto.

      Section 8.04 Equalization.

      (a) Equalization Prior to Equalization Date.

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            (i) Generally. Subject to subpart (b) below, if at any time any
      Lender receives any amount (other than amounts that are received from a
      Canadian Borrower with respect to the Canadian Obligations and are subject
      to subpart (a)(ii) below) hereunder (whether by voluntary payment, by
      realization upon security, by the exercise of the right of setoff or
      banker's lien, by counterclaim or cross action, by the enforcement of any
      right under the Loan Documents, or otherwise) that is applicable to the
      payment of the principal of, or interest on, the Loans (other than Swing
      Loans), Revolving Facility LC Participations, Swing Line Participations or
      Fees (other than Fees that are intended to be paid solely to the Global
      Agent or a LC Issuer and amounts payable to a Lender under Article III),
      of a sum that with respect to the related sum or sums received by other
      Lenders is in a greater proportion than the total of such Obligation then
      owed and due to such Lender (based on such Lender's ratable share thereof
      as determined in accordance with Section 2.16, Section 8.03(a) or Section
      8.01(a) or specifically set forth elsewhere in this Agreement) bears to
      the total of such Obligation then owed and due to all of the Lenders
      immediately prior to such receipt, then such Lender receiving such excess
      payment shall purchase ---- for cash without recourse or warranty from the
      other Lenders an interest in the Obligations (other than the Canadian
      Obligations) to such Lenders in such amount as shall result in a
      proportional participation by all of the Lenders in such amount.

            (ii) Canadian Sub-Facility. Subject to subpart (b) below, if at any
      time any Canadian Lender receives any amount hereunder from the Canadian
      Borrowers (whether by voluntary payment, by realization upon security, by
      the exercise of the right of setoff or banker's lien, by counterclaim or
      cross action, by the enforcement of any right under the Loan Documents, or
      otherwise) that is applicable to the payment of the principal of, or
      interest on, the Canadian Loans (other than amounts payable to a Canadian
      Lender under Article III) or Canadian LC Participations of a sum that with
      respect to the related sum or sums received by other Canadian Lenders is
      in a greater proportion than the total such Canadian Obligations then owed
      and due to such Canadian Lender bears to the total of such Canadian
      Obligation then owed and due to all of the Canadian Lenders immediately
      prior to such receipt, then such Lender receiving such ---- excess payment
      shall purchase for cash without recourse or warranty from the other
      Canadian Lenders an interest in the Canadian Obligations to such Canadian
      Lenders in such amount as shall result in a proportional participation by
      all of the Canadian Lenders in such amount.

            (iii) Recovery of Amounts. If any amount paid to any Lender pursuant
      to subparts (i) or (ii) above is recovered in whole or in part from such
      Lender, such original purchase shall be rescinded, and the purchase price
      restored ratably to the extent of the recovery.

      (b) Equalization after Equalization Date. If at any time on or after the
Equalization Date, the Credit Facility Exposure owing to any Lender is greater
than an amount equal to such Lender's Equalization Percentage of the Aggregate
Credit Facility Exposure, then on such date each of the other Lenders shall
purchase from such Lender for cash at par an amount of the Obligations of such
Lender as shall be necessary such that the Credit Facility Exposure owing to
such Lender is equal to the amount of its Equalization Percentage of the
Aggregate Credit Facility Exposure.

      (c) Consent of Borrowers. The Borrowers consent to the foregoing and
agree, to the extent they may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against such Borrower rights of set-off and counterclaim with respect
to such participation as fully as if such Lender were a direct creditor of such
Borrower in the amount of such participation.

      (d) Defaulting Lenders. Notwithstanding anything to the contrary contained
herein, the provisions of this Section shall be subject to the express
provisions of this Agreement that require, or

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permit, differing payments to be made to Lenders that are not Defaulting
Lenders, as opposed to Defaulting Lenders. If any Lender shall fail to make any
payment required to be made by it pursuant to this Section, then the Global
Agent may, in its discretion (notwithstanding any contrary provision of this
Agreement), apply any amounts thereafter received by the Global Agent for the
account of such Lender to satisfy such Lender's obligations to the Global Agent
under such Sections until all such unsatisfied obligations are fully paid.

                                  ARTICLE IX.

                                THE GLOBAL AGENT

      Section 9.01 Appointment. Each Lender hereby irrevocably designates and
appoints National City Bank to act as specified herein and in the other Loan
Documents, and each such Lender hereby irrevocably authorizes National City Bank
as the Global Agent for such Lender, to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and to exercise such
powers and perform such duties as are expressly delegated to, the Global Agent
by the terms of this Agreement and the other Loan Documents, together with such
other powers as are reasonably incidental thereto, including, but not limited
to, entering into an intercreditor agreement on behalf of the Lenders in
accordance with Section 9.01 of the Security Agreement. The Global Agent agrees
to act as such upon the express conditions contained in this Article.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Global Agent shall not have any duties or responsibilities, except those
expressly set forth herein or in the other Loan Documents, nor any fiduciary
relationship with any Lender or LC Issuer, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Global Agent. The provisions of this
Article are solely for the benefit of the Global Agent and the Lenders, and no
Credit Party shall have any rights as a third party beneficiary of any of the
provisions hereof. In performing its functions and duties under this Agreement,
the Global Agent shall act solely as agent of the Lenders and does not assume
and shall not be deemed to have assumed any obligation or relationship of agency
or trust with or for the Borrowers or any of their Subsidiaries.

      Section 9.02 Delegation of Duties. The Global Agent may execute any of its
duties under this Agreement or any other Loan Document by or through agents,
sub-agents or attorneys-in-fact, including, without limitation, through its
Canadian Administrative Branch, and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Global Agent shall not be
responsible for the negligence or misconduct of any agents, sub-agents or
attorneys-in-fact selected by it with reasonable care except to the extent
otherwise required by Section 9.03.

      Section 9.03 Exculpatory Provisions. Neither the Global Agent nor any of
its Related Parties shall be (a) liable for any action lawfully taken or omitted
to be taken by it or such Person under or in connection with this Agreement or
any other Loan Document (except for its or such Related Parties' own gross
negligence or willful misconduct) or (b) responsible in any manner to any of the
Lenders for any recitals, statements, representations or warranties made by the
Borrowers or any of their Subsidiaries or any of their respective officers
contained in this Agreement, any other Loan Document or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Global Agent under or in connection with, this Agreement or any other
Loan Document or for any failure of any Borrower or any Subsidiary of the
Borrowers or any of their respective officers to perform its obligations
hereunder or thereunder. The Global 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 to inspect
the properties, books or records of any Borrower or any Subsidiary of any
Borrower. The Global Agent shall not be responsible to any Lender for the
effectiveness, genuineness,

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validity, enforceability, collectibility or sufficiency of this Agreement or any
Loan Document or for any representations, warranties, recitals or statements
made herein or therein or made in any written or oral statement or in any
financial or other statements, instruments, reports, certificates or any other
documents in connection herewith or therewith furnished or made by the Global
Agent to the Lenders or by or on behalf of the Borrowers or any of their
Subsidiaries to the Global Agent or any Lender or be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained herein or therein or as to the use
of the proceeds of the Loans or of the existence or possible existence of any
Default or Event of Default.

      Section 9.04 Reliance by Global Agent. The Global Agent shall be entitled
to rely, and shall be fully protected in relying, upon any note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, e-mail or other electronic transmission, facsimile transmission, telex
or teletype message, statement, order or other document or conversation believed
by it, in good faith, 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, without limitation, counsel to the Borrowers or any of their
Subsidiaries), independent accountants and other experts selected by the Global
Agent. The Global 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 or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action. The Global Agent shall in all
cases be fully protected in acting, or in refraining from acting, under this
Agreement and the other Loan Documents in accordance with a request of the
Required Lenders (or all of the Lenders (other than any Defaulting Lender), as
applicable, as to any matter that, pursuant to Section 11.11, can only be
effectuated with the consent of all Lenders, or all Lenders (other than any
Defaulting Lender), as the case may be), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders.

      Section 9.05 Notice of Default. The Global Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Global Agent has received notice from a Lender or a
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." In the event that
the Global Agent receives such a notice, the Global Agent shall give prompt
notice thereof to the Lenders. The Global Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders; provided, however, that unless and until the Global Agent
shall have received such directions, the Global Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

      Section 9.06 Non-Reliance. Each Lender expressly acknowledges that neither
the Global Agent nor any of its Related Parties have made any representations or
warranties to it and that no act by the Global Agent hereinafter taken,
including, without limitation, any review of the affairs of the Company or any
of its Subsidiaries, shall be deemed to constitute any representation or
warranty by the Global Agent to any Lender. Each Lender represents to the Global
Agent that it has, independently and without reliance upon the Global Agent, or
any other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
assets, operations, property, financial and other conditions, prospects and
creditworthiness of the Company and its Subsidiaries and made its own decision
to make its Loans hereunder and enter into this Agreement. Each Lender also
represents that it will, independently and without reliance upon the Global
Agent, or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement,
and to make such investigation as it deems necessary to inform itself as to the

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business, assets, operations, property, financial and other conditions,
prospects and creditworthiness of the Company and its Subsidiaries. The Global
Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, operations, assets,
property, financial and other conditions, prospects or creditworthiness of the
Company or any of its Subsidiaries that may come into the possession of the
Global Agent or any of its Related Parties.

      Section 9.07 No Reliance on Global Agent's Customer Identification
Program. Each Lender acknowledges and agrees that neither such Lender, nor any
of its Affiliates, participants or assignees, may rely on the Global Agent to
carry out such Lender's, Affiliate's, participant's or assignee's customer
identification program, or other obligations required or imposed under or
pursuant to the USA Patriot Act or the regulations thereunder, including the
regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the
"CIP Regulations"), or any other Anti-Terrorism Law, including any programs
involving any of the following items relating to or in connection with the
Company or any of its Subsidiaries, any of their respective Affiliates or
agents, the Loan Documents or the transactions hereunder: (a) any identity
verification procedures, (b) any record keeping, (c) any comparisons with
government lists, (d) any customer notices or (e) any other procedures required
under the CIP Regulations or such other laws.

      Section 9.08 USA Patriot Act. Each Lender or assignee or participant of a
Lender that is not organized under the laws of the United States of America or a
state thereof (and is not excepted from the certification requirement contained
in Section 313 of the USA Patriot Act and the applicable regulations because it
is both (a) an affiliate of a depository institution or foreign bank that
maintains a physical presence in the United States or foreign country, and (b)
subject to supervision by a banking authority regulating such affiliated
depository institution or foreign bank) shall deliver to the Global Agent the
certification, or, if applicable, recertification, certifying that such Lender
is not a "shell" and certifying to other matters as required by Section 313 of
the USA Patriot Act and the applicable regulations: (i) within 10 days after the
Closing Date, and (ii) at such other times as are required under the USA Patriot
Act.

      Section 9.09 Indemnification. The Lenders agree to indemnify the Global
Agent and its Related Parties as such ratably according to their respective
Fixed Commitment Percentages, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
reasonable expenses or disbursements of any kind whatsoever that may at any time
(including, without limitation, at any time following the payment of the
Obligations) be imposed on, incurred by or asserted against the Global Agent or
such Related Parties in any way relating to or arising out of this Agreement or
any other Loan Document, or any documents contemplated by or referred to herein
or the transactions contemplated hereby or any action taken or omitted to be
taken by the Global Agent or such Related Parties under or in connection with
any of the foregoing, but only to the extent that any of the foregoing are not
paid by the Borrowers; provided, however, that no Lender shall be liable to the
Global Agent or any of its Related Parties for the payment of any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements to the extent resulting solely from the
Global Agent's or such Related Parties' gross negligence or willful misconduct.
If any indemnity furnished to the Global Agent or any such Related Parties for
any purpose shall, in the opinion of the Global Agent, be insufficient or become
impaired, the Global Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished. The agreements in this Section shall survive the payment of all
Obligations.

      Section 9.10 The Global Agent in Individual Capacity. The Global Agent and
its Affiliates may make loans to, accept deposits from and generally engage in
any kind of business with the Company, its Subsidiaries and their Affiliates as
though not acting as Global Agent hereunder. With respect to the Loans made by
it and all Obligations owing to it, the Global Agent shall have the same

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rights and powers under this Agreement as any Lender and may exercise the same
as though it were not the Global Agent, and the terms "Lender" and "Lenders"
shall include the Global Agent in its individual capacity.

      Section 9.11 Successor Global Agent. The Global Agent may resign at any
time upon not less than 30 days notice to the Lenders, each LC Issuer and the
Company. Upon receipt of any such notice of resignation, the Required Lenders
shall have the right, in consultation with the Company, to appoint a successor.
If no such successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days after the retiring Global
Agent gives notice of its resignation, then the retiring Global Agent may on
behalf of the Lenders and each LC Issuer, appoint a successor Global Agent;
provided, however, that if the Global Agent shall notify the Company and the
Lenders that no such successor is willing to accept such appointment, then such
resignation shall nonetheless become effective in accordance with such notice
and (i) the retiring Global Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the
case of any collateral security held by the Global Agent on behalf of the
Lenders or any LC Issuer under any of the Loan Documents, the retiring Global
Agent shall continue to hold such collateral security until such time as a
successor Global Agent is appointed) and (ii) all payments, communications and
determinations provided to be made by, to or through the Global Agent shall
instead be made by or to each Lender and LC Issuer directly, until such time as
the Required Lenders appoint a successor Global Agent as provided for above in
this paragraph. Upon the acceptance of a successor's appointment as Global Agent
hereunder, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired) Global Agent,
and the retiring Global Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this paragraph). The fees payable by
the Company to a successor Global Agent shall be the same as those payable to
its predecessor unless otherwise agreed between the Company and such successor.
After the retiring Global Agent's resignation hereunder and under the other Loan
Documents, the provisions of this Article and Section 11.02 shall continue in
effect for the benefit of such retiring Global Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring Global Agent was acting as Global Agent.

      Section 9.12 Other Agents. Any Lender identified herein as a Co-Agent,
Syndication Agent, Documentation Agent, Managing Agent, Manager, Lead Arranger,
Arranger or any other corresponding title, other than "Global Agent," shall have
no right, power, obligation, liability, responsibility or duty under this
Agreement or any other Loan Document except those applicable to all Lenders as
such. Each Lender acknowledges that it has not relied, and will not rely, on any
Lender so identified in deciding to enter into this Agreement or in taking or
not taking any action hereunder.

                                   ARTICLE X.

                                    GUARANTY

      Section 10.01 Guaranty by the Company. The Company hereby irrevocably and
unconditionally guarantees, for the benefit of the Benefited Creditors, all of
the following (collectively, the "Company Guaranteed Obligations"): (a) (i) the
principal of and interest on the Notes issued by, and the Loans made to, and the
other Obligations of, the Foreign Subsidiary Borrowers under this Agreement, and
(ii) all reimbursement obligations and Unpaid Drawings with respect to Letters
of Credit issued for the benefit of any LC Obligor (other than the Company)
under this Agreement, and (b) all amounts, indemnities and reimbursement
obligations, direct or indirect, contingent or absolute, of every type or
description, and at any time existing, owing by any Subsidiary of the Company
under any Designated

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Hedge Agreement or any other document or agreement executed and delivered in
connection therewith to any Designated Hedge Creditor, in all cases under
subparts (a) or (b) above, whether now existing, or hereafter incurred or
arising, including any such interest or other amounts incurred or arising during
the pendency of any bankruptcy, insolvency, reorganization, receivership or
similar proceeding, regardless of whether allowed or allowable in such
proceeding or subject to an automatic stay under Section 362(a) of the
Bankruptcy Code). Upon failure by any Credit Party to pay punctually any of the
Company Guarantee Obligations, the Company shall forthwith on demand by the
Global Agent pay the amount not so paid at the place and in the currency and
otherwise in the manner specified in this Agreement or any other applicable
agreement or instrument.

      Section 10.02 Additional Undertaking. As a separate, additional and
continuing obligation, the Company unconditionally and irrevocably undertakes
and agrees, for the benefit of the Benefited Creditors that, should any amounts
not be recoverable from the Company under Section 10.01 for any reason
whatsoever (including, without limitation, by reason of any provision of any
Loan Document or any other agreement or instrument executed in connection
therewith being or becoming void, unenforceable, or otherwise invalid under any
applicable law) then, notwithstanding any notice or knowledge thereof by any
Lender, the Global Agent, any of their respective Affiliates, or any other
person, at any time, the Company as sole, original and independent obligor, upon
demand by the Global Agent, will make payment to the Global Agent, for the
account of the Benefited Creditors, of all such obligations not so recoverable
by way of full indemnity, in such currency and otherwise in such manner as is
provided in the Loan Documents or any other applicable agreement or instrument.

      Section 10.03 Guaranty Unconditional. The obligations of the Company under
this Article shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by the occurrence, one or more times, of any of the following:

      (a) any extension, renewal, settlement, compromise, waiver or release in
respect to any Company Guaranteed Obligation under any agreement or instrument,
by operation of law or otherwise;

      (b) any modification or amendment of or supplement to this Agreement, any
Note, any other Loan Document, or any agreement or instrument evidencing or
relating to any Company Guaranteed Obligation;

      (c) any release, non-perfection or invalidity of any direct or indirect
security for any Company Guaranteed Obligation under any agreement or instrument
evidencing or relating to any Company Guaranteed Obligation;

      (d) any change in the corporate existence, structure or ownership of any
Credit Party or other Subsidiary or any insolvency, bankruptcy, reorganization
or other similar proceeding affecting any Credit Party or other Subsidiary or
its assets or any resulting release or discharge of any obligation of any Credit
Party or other Subsidiary contained in any agreement or instrument evidencing or
relating to any Company Guaranteed Obligation;

      (e) the existence of any claim, set-off or other rights which the Company
may have at any time against any other Credit Party, the Global Agent, any
Lender, any Affiliate of any Lender or any other person, whether in connection
herewith or any unrelated transactions;

      (f) any invalidity or unenforceability relating to or against any other
Credit Party for any reason of any agreement or instrument evidencing or
relating to any Company Guaranteed Obligation, or any provision of applicable
law or regulation purporting to prohibit the payment by any Credit Party of any
of the Company Guaranteed Obligations; or

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      (g) any other act or omission of any kind by any other Credit Party, the
Global Agent, any Lender or any other Person or any other circumstance
whatsoever which might, but for the provisions of this Article, constitute a
legal or equitable discharge of a Subsidiary's obligations under the Subsidiary
Guaranty or the Company's obligations under this Article other than the
irrevocable payment in full of all Company Guaranteed Obligations.

      Section 10.04 Company Obligations to Remain in Effect; Restoration. The
Company's obligations under this Article shall remain in full force and effect
until the Commitments shall have terminated, and the principal of and interest
on the Notes and other Company Guaranteed Obligations, and all other amounts
payable by the Company, any other Credit Party or other Subsidiary, under the
Loan Documents or any other agreement or instrument evidencing or relating to
any of the Company Guaranteed Obligations, shall have been paid in full. If at
any time any payment of any of the Company Guaranteed Obligations is rescinded
or must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of such Credit Party, the Company's obligations under this
Article with respect to such payment shall be reinstated at such time as though
such payment had been due but not made at such time.

      Section 10.05 Waiver of Acceptance, etc. The Company irrevocably waives
acceptance hereof, presentment, demand, protest and any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
person against any other Credit Party or any other Person, or against any
collateral or guaranty of any other Person.

      Section 10.06 Subrogation. Until the indefeasible payment in full of all
of the Obligations and the termination of the Commitments hereunder, the Company
shall have no rights, by operation of law or otherwise, upon making any payment
under this Article to be subrogated to the rights of the payee against any other
Credit Party with respect to such payment or otherwise to be reimbursed,
indemnified or exonerated by any such Credit Party in respect thereof.

      Section 10.07 Effect of Stay. In the event that acceleration of the time
for payment of any amount payable by any Credit Party under any Company
Guaranteed Obligation is stayed upon insolvency, bankruptcy or reorganization of
such Credit Party, all such amounts otherwise subject to acceleration under the
terms of any applicable agreement or instrument evidencing or relating to any
Company Guaranteed Obligation shall nonetheless be payable by the Company under
this Article forthwith on demand by the Global Agent.

                                  ARTICLE XI.

                                  MISCELLANEOUS

      Section 11.01 Payment of Expenses etc. The Borrowers agree to pay (or
reimburse the Global Agent, the Collateral Agent, the Lenders or their
Affiliates, as the case may be) all of the following: (i) whether or not the
transactions contemplated hereby are consummated, for all reasonable
out-of-pocket costs and expenses of the Global Agent and the Collateral Agent in
connection with the negotiation, preparation, syndication, administration and
execution and delivery of the Loan Documents and the documents and instruments
referred to therein and the syndication of the Commitments; (ii) all reasonable
out-of-pocket costs and expenses of the Global Agent and the Collateral Agent in
connection with any amendment, waiver or consent relating to any of the Loan
Documents that is requested by any Credit Party; (iii) all reasonable
out-of-pocket costs and expenses of the Global Agent, the Collateral Agent, the
Lenders and their Affiliates in connection with the enforcement of any of the
Loan Documents or the other documents and instruments referred to therein,
including, without limitation, the reasonable

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fees and disbursements of any individual counsel to the Global Agent, the
Collateral Agent and any Lender (including, without limitation, allocated costs
of internal counsel); and (iv) any and all present and future stamp and other
similar taxes with respect to the foregoing matters and save the Global Agent,
the Collateral Agent and each of the Lenders harmless from and against any and
all liabilities with respect to or resulting from any delay or omission (other
than to the extent attributable to any such indemnified Person) to pay such
taxes; provided, however, that notwithstanding the foregoing, a Foreign
Subsidiary Borrower shall only be required to pay any of the foregoing to the
extent that any of the foregoing have been incurred in connection with the
Obligations owing by such Foreign Subsidiary Borrower or are otherwise directly
related or attributable to such Foreign Subsidiary Borrower.

      Section 11.02 Indemnification. Each Borrower agrees to indemnify the
Global Agent, the Collateral Agent, each Lender, and their respective Related
Parties (collectively, the "Indemnitees") from and hold each of them harmless
against any and all losses, liabilities, claims, damages or expenses reasonably
incurred by any of them as a result of, or arising out of, or in any way related
to, or by reason of (i) any investigation, litigation or other proceeding
(whether or not any Lender is a party thereto) related to the entering into
and/or performance of any Loan Document or the use of the proceeds of any Loans
hereunder or the consummation of any transactions contemplated in any Loan
Document, other than any such investigation, litigation or proceeding arising
out of transactions solely between any of the Lenders or the Global Agent,
transactions solely involving the assignment by a Lender of all or a portion of
its Loans and Commitments, or the granting of participations therein, as
provided in this Agreement, or arising solely out of any examination of a Lender
by any regulatory or other Governmental Authority having jurisdiction over it,
or (ii) the actual or alleged presence of Hazardous Materials in the air,
surface water or groundwater or on the surface or subsurface of any Real
Property owned, leased or at any time operated by the Company or any of its
Subsidiaries, the release, generation, storage, transportation, handling or
disposal of Hazardous Materials at any location, whether or not owned or
operated by the Company or any of its Subsidiaries, if the Company or any such
Subsidiary could have or is alleged to have any responsibility in respect
thereof, the non-compliance of any such Real Property with foreign, federal,
state and local laws, regulations and ordinances (including applicable permits
thereunder) applicable thereto, or any Environmental Claim asserted against the
Company or any of its Subsidiaries, in respect of any such Real Property,
including, in the case of each of (i) and (ii) above, without limitation, the
reasonable documented fees and disbursements of counsel incurred in connection
with any such investigation, litigation or other proceeding (but excluding any
such losses, liabilities, claims, damages or expenses to the extent incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified or of any other Indemnitee who is such Person or an Affiliate of
such Person). To the extent that the undertaking to indemnify, pay or hold
harmless any Person set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, the Company shall make the
maximum contribution to the payment and satisfaction of each of the indemnified
liabilities that is permissible under applicable law. Notwithstanding the
foregoing, a Foreign Subsidiary Borrower shall only be required to indemnify any
Indemnitee pursuant to this Section to the extent that any such losses,
liabilities, claims, damages or expenses have been caused by such Foreign
Subsidiary Borrower or are otherwise directly related or attributable to such
Foreign Subsidiary Borrower.

      Section 11.03 Right of Setoff. In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Lender is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to any Borrower
or to any other Person, any such notice being hereby expressly waived, to set
off and to appropriate and apply any and all deposits (general or special) and
any other Indebtedness at any time held or owing by such Lender (including,
without limitation, by branches, agencies and Affiliates of such Lender wherever
located) to or for the credit or the account of any Borrower against and on
account of the Obligations and liabilities of such Borrower to such Lender under
this Agreement or under any of the other Loan Documents,

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including, without limitation, all claims of any nature or description arising
out of or connected with this Agreement or any other Loan Document, irrespective
of whether or not such Lender shall have made any demand hereunder and although
said Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured. Each Lender agrees to promptly notify the applicable Borrowers after
any such set off and application; provided, however, that the failure to give
such notice shall not affect the validity of such set off and application.

      Section 11.04 Notices.

      (a) Generally. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subpart
(c) below), all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopier as follows:

            (i) if to the Company, to it at One American Road, Cleveland, Ohio
      44144, Attention: Treasurer (Telecopier No. (216) 252-6791);

            (ii) if to any Foreign Subsidiary Borrower, to it at the address
      specified in the Joinder Agreement pursuant to which it became a party to
      this Agreement with a copy to the Company at the address set forth in
      subpart (i) above;

            (iii) if to any other Credit Party, to it c/o American Greetings
      Corporation, One American Road, Cleveland, Ohio 44144, Attention:
      Treasurer (Telecopier No. (216) 252-6791);

            (iv) if to the Global Agent or the Collateral Agent, to it at the
      Notice Office; and

            (v) if to a Lender, to it at its address (or telecopier number) set
      forth next to its name on the signature pages hereto or, in the case of
      any Lender that becomes a party to this Agreement by way of assignment
      under Section 11.04 of this Agreement, to it at the address set forth in
      the Assignment Agreement to which it is a party.

      (b) Receipt of Notices. Notices and communications sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices sent by telecopier shall be
deemed to have been given when sent and receipt has been confirmed by telephone.
Notices delivered through electronic communications to the extent provided in
subparagraph (c) below shall be effective as provided in said subparagraph (c).

      (c) Electronic Communications. Notices and other communications to the
Global Agent, a LC Issuer or any Lender hereunder and required to be delivered
pursuant to Section 6.01(a), (b), (c), (d), (h) or (i) may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet
websites) pursuant to procedures approved by the Global Agent. The Global Agent
or the Company may, in their discretion, agree in a separate writing to accept
notices and other communications to them hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such procedures
may be limited to particular notices or communications. Unless the Global Agent
otherwise prescribes, (i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender's receipt of an acknowledgement
from the intended recipient (such as by the "return receipt requested" function,
as available, return e-mail or other written acknowledgement), provided that if
such notice or other communication is not sent during the normal business hours
of the recipient, such notice or communication shall be deemed to have been sent
at the opening of business on the next Business Day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail

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address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.

      (d) Change of Address, Etc. Any party hereto may change its address or
telecopier number for notices and other communications hereunder by notice to
each of the other parties hereto in accordance with Section 11.04(a), or in the
case of any Lender, to the Company and the Global Agent.

      Section 11.05 Successors and Assigns.

      (a) Successors and Assigns Generally. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns; provided, however, that no Borrower may
assign or transfer any of its rights or obligations hereunder without the prior
written consent of all the Lenders (other than any Defaulting Lender), and,
provided, further, that any assignment or participation by a Lender of any of
its rights and obligations hereunder shall be effected in accordance with this
Section.

      (b) Participations. Each Lender may at any time grant participations in
any of its rights hereunder or under any of the Notes to an Eligible Assignee,
provided that in the case of any such participation,

            (i) the participant shall not have any rights under this Agreement
      or any of the other Loan Documents, including rights of consent, approval
      or waiver (the participant's rights against such Lender in respect of such
      participation to be those set forth in the agreement executed by such
      Lender in favor of the participant relating thereto),

            (ii) such Lender's obligations under this Agreement (including,
      without limitation, its Commitments hereunder) shall remain unchanged,

            (iii) such Lender shall remain solely responsible to the other
      parties hereto for the performance of such obligations,

            (iv) such Lender shall remain the holder of any Note for all
      purposes of this Agreement, and

            (v) the Borrowers, the Global Agent, and the other Lenders shall
      continue to deal solely and directly with the selling Lender in connection
      with such Lender's rights and obligations under this Agreement, and all
      amounts payable by the Borrowers hereunder shall be determined as if such
      Lender had not sold such participation, except that the participant shall
      be entitled to the benefits of Article III to the extent that such Lender
      would be entitled to such benefits if the participation had not been
      entered into or sold,

and, provided further, that no Lender shall transfer, grant or sell any
participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Loan Document except to
the extent such amendment or waiver would (w) extend the final scheduled
maturity of the Loans in which such participant is participating, or reduce the
rate or extend the time of payment of interest or Fees thereon (except in
connection with a waiver of the applicability of any post-default increase in
interest rates), or reduce the principal amount thereof, or increase such
participant's participating interest in any Commitment over the amount thereof
then in effect (it being understood that a waiver of any Default or Event of
Default shall not constitute a change in the terms of any such Commitment), (x)
release all or any substantial portion of the Collateral, or release any
guarantor from its guaranty of any of the Obligations, except strictly in
accordance with the terms of the Loan Documents,

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or (y) consent to the assignment or transfer by any Borrower of any of its
rights and obligations under this Agreement.

      (c) Assignments by Lenders.

            (i) Any Lender may assign all, or if less than all, a fixed portion,
      of its Loans, Revolving Facility LC Participations, Canadian LC
      Participations, Swing Loan Participations and/or Commitments and its
      rights and obligations hereunder to one or more Eligible Assignees, each
      of which shall become a party to this Agreement as a Lender by execution
      of an Assignment Agreement; provided, however, that

                  (A) except in the case (x) of an assignment of the entire
                  remaining amount of the assigning Lender's Loans and/or
                  Commitments or (y) an assignment to another Lender, an
                  Affiliate of such Lender or an Approved Fund with respect to
                  such Lender, the aggregate amount of the Commitment so
                  assigned (which for this purpose includes the Loans
                  outstanding thereunder) shall not be less than $2,500,000;

                  (B) no Lender that is a Canadian Lender (whether directly or
                  by its Canadian Lending Installation) may (i) at any time
                  prior to the Equalization Date, assign any portion of its
                  Revolving Commitment (including the outstanding Revolving
                  Loans made by it thereunder) without also assigning to the
                  same Eligible Assignee (or the Canadian Lending Installation
                  of such Eligible Assignee) a proportionate amount of the
                  Canadian Commitment (and the outstanding Canadian Revolving
                  Loans made by it thereunder) of such Lender (or the Canadian
                  Lending Installation of such Lender), or (ii) assign any
                  portion of its Canadian Commitment to an Eligible Assignee who
                  is (or whose Canadian Lending Installation is) not a resident
                  of Canada within the meaning of the Income Tax Act (Canada)
                  for the purposes of the withholding tax provisions in Part
                  XIII of the Income Tax Act (Canada);

                  (C) in the case of any assignment to an Eligible Assignee at
                  the time of any such assignment the Lender Register shall be
                  deemed modified to reflect the Commitments of such new Lender
                  and of the existing Lenders;

                  (D) upon surrender of the old Notes, if any, upon request of
                  the new Lender, new Notes will be issued, at the Borrowers'
                  expense, to such new Lender and to the assigning Lender, to
                  the extent needed to reflect the revised Commitments; and

                  (E) unless waived by the Global Agent, the Global Agent shall
                  receive at the time of each such assignment, from the
                  assigning or assignee Lender, the payment of a non-refundable
                  assignment fee of $3,500.

            (ii) To the extent of any assignment pursuant to this subpart (c),
      the assigning Lender shall be relieved of its obligations hereunder with
      respect to its assigned Commitments.

            (iii) At the time of each assignment pursuant to this subpart (c) to
      a Person that is not already a Lender hereunder and that is not a United
      States Person (as such term is defined in Section 7701(a)(30) of the Code)
      for Federal income tax purposes the respective assignee Lender shall
      provide to the Company and the Global Agent the appropriate Internal
      Revenue Service

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      Forms (and, if applicable an Exemption Certificate) described in Section
      3.03(b). To the extent that an assignment of all or any portion of a
      Lender's Commitment and related outstanding Obligations pursuant to this
      subpart (c) would, at the time of such assignment, result in increased
      costs under Section 3.01 from those being charged by the respective
      assigning Lender prior to such assignment, then the Company shall not be
      obligated to pay such increased costs (although the Borrowers shall be
      obligated to pay any other increased costs of the type described above
      resulting from changes after the date of the respective assignment).

            (iv) With respect to any Lender, the transfer of any Commitment of
      such Lender and the rights to the principal of, and interest on, any Loan
      made pursuant to such Commitment shall not be effective until such
      transfer is recorded on the Lender Register maintained by the Global Agent
      with respect to ownership of such Commitment and Loans and prior to such
      recordation all amounts owing to the transferor with respect to such
      Commitment and Loans shall remain owing to the transferor. The
      registration of assignment or transfer of all or part of any Commitments
      and Loans shall be recorded by the Global Agent on the Lender Register
      only upon the acceptance by the Global Agent of a properly executed and
      delivered Assignment Agreement pursuant to this subpart (c).

            (v) Nothing in this Section shall prevent or prohibit (A) any Lender
      that is a bank, trust company or other financial institution from pledging
      its Notes or Loans to a Federal Reserve Bank in support of borrowings made
      by such Lender from such Federal Reserve Bank, or (B) any Lender that is a
      trust, limited liability company, partnership or other investment company
      from pledging its Notes or Loans to a trustee or agent for the benefit of
      holders of certificates or debt securities issued by it. No such pledge,
      or any assignment pursuant to or in lieu of an enforcement of such a
      pledge, shall relieve the transferor Lender from its obligations
      hereunder.

      (d) No SEC Registration or Blue Sky Compliance. Notwithstanding any other
provisions of this Section, no transfer or assignment of the interests or
obligations of any Lender hereunder or any grant of participation therein shall
be permitted if such transfer, assignment or grant would require any Borrower to
file a registration statement with the SEC or to qualify the Loans under the
"Blue Sky" laws of any state.

      (e) Representations of Lenders. Each Lender initially party to this
Agreement hereby represents, and each Person that becomes a Lender pursuant to
an assignment permitted by this Section will, upon its becoming party to this
Agreement, represent that it is a commercial lender, other financial institution
or other "accredited" investor (as defined in SEC Regulation D) that makes or
acquires loans in the ordinary course of its business and that it will make or
acquire Loans for its own account in the ordinary course of such business;
provided, however, that subject to the preceding Section 11.05(b) and (c), the
disposition of any promissory notes or other evidences of or interests in
Indebtedness held by such Lender shall at all times be within its exclusive
control.

      Section 11.06 No Waiver; Remedies Cumulative. No failure or delay on the
part of the Global Agent or any Lender in exercising any right, power or
privilege hereunder or under any other Loan Document and no course of dealing
between the Borrowers and the Global Agent or any Lender shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Loan Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. No notice to or demand on any Borrower in any case
shall entitle such Borrower to any other or further notice or demand in similar
or other circumstances or constitute a waiver of the rights of the Global Agent
or the Lenders to any other or further action in any circumstances without
notice or demand. Without limiting the generality of the foregoing, the making
of a Loan or any LC Issuance shall not be construed as a waiver of any Default
or

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Event of Default, regardless of whether the Global Agent, any Lender or any LC
Issuer may have had notice or knowledge of such Default or Event of Default at
the time. The rights and remedies herein expressly provided are cumulative and
not exclusive of any rights or remedies that the Global Agent or any Lender
would otherwise have.

      Section 11.07 Governing Law; Submission to Jurisdiction; Venue; Waiver of
Jury Trial.

      (a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF OHIO WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE
BORROWERS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT
THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF OHIO GOVERNS THIS AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS. Any legal action or proceeding with respect
to this Agreement or any other Loan Document may be brought in the Court of
Common Pleas of Cuyahoga County, Ohio, or of the United States for the Northern
District of Ohio, and, by execution and delivery of this Agreement, each
Borrower hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Each
Borrower hereby further irrevocably consents to the service of process out of
any of the aforementioned courts in any such action or proceeding by the mailing
of copies thereof by registered or certified mail, postage prepaid, to such
Borrower at its address for notices pursuant to Section 11.04, such service to
become effective 30 days after such mailing or at such earlier time as may be
provided under applicable law. Nothing herein shall affect the right of the
Global Agent or any Lender to serve process in any other manner permitted by law
or to commence legal proceedings or otherwise proceed against any Borrower in
any other jurisdiction.

      (b) Each Borrower hereby irrevocably waives any objection that it may now
or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement or any other
Loan Document brought in the courts referred to in Section 11.07(a) above and
hereby further irrevocably waives and agrees not to plead or claim in any such
court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum.

      (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (INCLUDING,
WITHOUT LIMITATION, ANY AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS RELATING TO
ANY OF THE FOREGOING), OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH
PARTY HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS PARAGRAPH.

      Section 11.08 Counterparts. This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same agreement. A set of
counterparts executed by all the parties hereto shall be lodged with the Company
and the Global Agent.

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      Section 11.09 Integration. This Agreement, the other Loan Documents and
any separate letter agreements with respect to fees payable to the Global Agent,
for its own account and benefit and/or for the account, benefit of, and
distribution to, the Lenders, constitute the entire contract among the parties
relating to the subject matter hereof and thereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject
matter hereof or thereof.

      Section 11.10 Headings Descriptive. The headings of the several Sections
and other portions of this Agreement are inserted for convenience only and shall
not in any way affect the meaning or construction of any provision of this
Agreement.

      Section 11.11 Amendment or Waiver.

      (a) Neither this Agreement nor any other Loan Document, nor any terms
hereof or thereof, may be amended, changed, waived or otherwise modified unless
such amendment, change, waiver or other modification is in writing and signed by
the Borrowers and the Global Agent, and also signed (or consented to in writing
by) the Required Lenders; provided, however, that

            (i) no change, waiver or other modification shall:

                  (A) increase the amount of any Commitment of any Lender
                  hereunder, without the written consent of such Lender or
                  increase the Maximum Facility Amount without the consent of
                  all the Lenders;

                  (B) extend or postpone the Credit Facility Termination Date or
                  the maturity date provided for herein that is applicable to
                  any Loan of any Lender, extend or postpone the expiration date
                  of any Letter of Credit as to which such Lender is a Revolving
                  Facility LC Participant or Canadian LC Participant, as
                  applicable, beyond the latest expiration date for a Letter of
                  Credit provided for herein, or extend or postpone any
                  scheduled expiration or termination date provided for herein
                  that is applicable to a Commitment of any Lender, without the
                  written consent of such Lender;

                  (C) reduce the principal amount of any Loan made by any
                  Lender, or reduce the rate or extend the time of payment of,
                  or excuse the payment of, interest thereon (other than as a
                  result of waiving the applicability of any post-default
                  increase in interest rates), without the written consent of
                  such Lender;

                  (D) reduce the amount of any Unpaid Drawing as to which any
                  Lender is a Revolving Facility LC Participant or Canadian LC
                  Participant, as the case may be, or reduce the rate or extend
                  the time of payment of, or excuse the payment of, interest
                  thereon (other than as a result of waiving the applicability
                  of any post-default increase in interest rates), without the
                  written consent of such Lender; or

                  (E) reduce the rate or extend the time of payment of, or
                  excuse the payment of, any Fees to which any Lender is
                  entitled hereunder, without the written consent of such
                  Lender; and

            (ii) no change, waiver or other modification or termination shall,
      without the written consent of each Lender (other than a Defaulting
      Lender) affected thereby,

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                  (A) release any Borrower from any of its obligations, except
                  with respect to the release of a Foreign Subsidiary Borrower
                  made pursuant to Section 2.18;

                  (B) release the Company from its guaranty obligations under
                  Article X or release any Credit Party from the Subsidiary
                  Guaranty, except, in the case of a Subsidiary Guarantor, in
                  accordance with a transaction permitted under this Agreement;

                  (C) release all or any substantial portion of the Collateral,
                  except in accordance with Section 2.19 or in connection with a
                  transaction permitted under this Agreement;

                  (D) amend, modify or waive any provision of this Section
                  11.11, Section 8.03, or Section 8.04, or any other provision
                  of any of the Loan Documents pursuant to which the consent or
                  approval of all Lenders, or a number or specified percentage
                  or other required grouping of Lenders or Lenders having
                  Commitments, is by the terms of such provision explicitly
                  required;

                  (E) reduce the percentage specified in, or otherwise modify,
                  the definition of Required Lenders; or

                  (F) consent to the assignment or transfer by any Borrower of
                  any of its rights and obligations under this Agreement.

Any waiver, consent, amendment or other modification with respect to this
Agreement given or made in accordance with this Section shall be effective only
in the specific instance and for the specific purpose for which it was given or
made.

      (b) No provision of Section 2.05 or any other provision in this Agreement
specifically relating to Letters of Credit or Article IX may be amended without
the consent of (x) any LC Issuer adversely affected thereby or (y) the Global
Agent, respectively.

      (c) To the extent the Required Lenders (or all of the Lenders (other than
any Defaulting Lender), as applicable, as shall be required by this Section)
waive the provisions of Section 7.02 with respect to the sale, transfer or other
disposition of any Collateral, or any Collateral is sold, transferred or
disposed of as permitted by Section 7.02, (i) such Collateral shall be sold,
transferred or disposed of free and clear of the Liens created by the respective
Security Documents; (ii) if such Collateral includes all of the capital stock of
a Subsidiary that is a party to the Subsidiary Guaranty or whose stock is
pledged pursuant to the Security Agreement, such capital stock shall be released
from the Security Agreement and such Subsidiary shall be released from the
Subsidiary Guaranty; and (iii) the Global Agent shall be authorized to take
actions deemed appropriate by it in order to effectuate the foregoing.

      Section 11.12 Survival of Indemnities. All indemnities set forth herein
including, without limitation, in Article III (subject to the limitations set
forth Section 3.01(d)), Section 9.09 or Section 11.02 shall survive the
execution and delivery of this Agreement and the making and repayment of the
Obligations.

      Section 11.13 Domicile of Loans. Each Lender may transfer and carry its
Loans at, to or for the account of any branch office, subsidiary or affiliate of
such Lender, including any Canadian Lending Installation; provided, however,
that the Borrowers shall not be responsible for costs arising

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under Section 3.01 resulting from any such transfer (other than a transfer
pursuant to Section 3.05) to the extent not otherwise applicable to such Lender
prior to such transfer.

      Section 11.14 Confidentiality.

      (a) Each of the Global Agent, each LC Issuer and the Lenders agrees to
maintain the confidentiality of the Confidential Information, except that
Confidential Information may be disclosed (i) to its Affiliates and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the persons to whom
such disclosure is made will be informed of the confidential nature of such
Confidential Information and instructed to keep such Confidential Information
confidential), (ii) to any direct or indirect contractual counterparty in any
Hedge Agreement (or to any such contractual counterparty's professional advisor,
so long as such contractual counterparty (or such professional advisor) agrees
to be bound by the provisions of this Section, (iii) to the extent requested by
any regulatory authority, (iv) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (v) to any other party
to this Agreement, (vi) to any other creditor of any Credit Party that is one of
the Secured Parties (as defined in the Security Agreement) under the Security
Agreement, (vii) in connection with the exercise of any remedies hereunder or
under any of the other Loan Documents, or any suit, action or proceeding
relating to this Agreement or any of the other Loan Documents or the enforcement
of rights hereunder or thereunder, (viii) subject to an agreement containing
provisions substantially the same as those of this Section, to any assignee of
or participant in, or any prospective assignee of or participant in, any of its
rights or obligations under this Agreement, (ix) with the consent of the
Company, or (x) to the extent such Confidential Information (A) becomes publicly
available other than as a result of a breach of this Section, or (B) becomes
available to the Global Agent, any LC Issuer or any Lender on a non-confidential
basis from a source other than a Credit Party and not otherwise in violation of
this Section.

      (b) As used in this Section, "Confidential Information" shall mean all
information received from a Borrower relating to such Borrower or its business,
other than any such information that is available to the Global Agent, any LC
Issuer or any Lender on a non-confidential basis prior to disclosure by such
Borrower; provided, however, that, in the case of information received from a
Borrower after the Closing Date, such information is clearly identified at the
time of delivery as confidential.

      (c) Any Person required to maintain the confidentiality of Confidential
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Confidential Information as such
Person would accord to its own confidential information. The Borrowers hereby
agree that the failure of the Global Agent, any LC Issuer or any Lender to
comply with the provisions of this Section shall not relieve any Borrower, or
any other Credit Party, of any of its obligations under this Agreement or any of
the other Loan Documents.

      Section 11.15 Limitations on Liability of the LC Issuers. The Borrowers
assume all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letters of Credit. Neither
any LC Issuer nor any of its officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith; (b)
the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by a LC Issuer against
presentation of documents that do not comply with the terms of a Letter of
Credit, including failure of any documents to bear any reference or adequate
reference to such Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the LC
Obligor shall have a claim against a LC Issuer, and a LC Issuer shall be liable
to such LC Obligor, to the extent of

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any direct, but not consequential, damages suffered by such LC Obligor that such
LC Obligor proves were caused by (i) such LC Issuer's willful misconduct or
gross negligence in determining whether documents presented under a Letter of
Credit comply with the terms of such Letter of Credit or (ii) such LC Issuer's
willful failure to make lawful payment under any Letter of Credit after the
presentation to it of documentation strictly complying with the terms and
conditions of such Letter of Credit. In furtherance and not in limitation of the
foregoing, a LC Issuer may accept documents that appear on their face to be in
order, without responsibility for further investigation.

      Section 11.16 General Limitation of Liability. No claim may be made by any
Credit Party, any Lender, the Global Agent, any LC Issuer or any other Person
against the Global Agent, any LC Issuer, or any other Lender or the Affiliates,
directors, officers, employees, attorneys or agents of any of them for any
damages other than actual compensatory damages in respect of any claim for
breach of contract or any other theory of liability arising out of or related to
the transactions contemplated by this Agreement or any of the other Loan
Documents, or any act, omission or event occurring in connection therewith; and
each of the Borrowers, each Lender, the Global Agent and each LC Issuer hereby,
to the fullest extent permitted under applicable law, waives, releases and
agrees not to sue or counterclaim upon any such claim for any special,
consequential or punitive damages, whether or not accrued and whether or not
known or suspected to exist in its favor.

      Section 11.17 No Duty. All attorneys, accountants, appraisers, consultants
and other professional persons (including the firms or other entities on behalf
of which any such Person may act) retained by the Global Agent or any Lender
with respect to the transactions contemplated by the Loan Documents shall have
the right to act exclusively in the interest of the Global Agent or such Lender,
as the case may be, and shall have no duty of disclosure, duty of loyalty, duty
of care, or other duty or obligation of any type or nature whatsoever to the
Company, to any of its Subsidiaries, or to any other Person, with respect to any
matters within the scope of such representation or related to their activities
in connection with such representation. Each Borrower agrees, on behalf of
itself and its Subsidiaries, not to assert any claim or counterclaim against any
such persons with regard to such matters, all such claims and counterclaims, now
existing or hereafter arising, whether known or unknown, foreseen or
unforeseeable, being hereby waived, released and forever discharged.

      Section 11.18 Lenders and Agent Not Fiduciary to Borrowers, etc. The
relationship among the Company and its Subsidiaries, on the one hand, and the
Global Agent, each LC Issuer and the Lenders, on the other hand, is solely that
of debtor and creditor, and the Global Agent, each LC Issuer and the Lenders
have no fiduciary or other special relationship with the Company and its
Subsidiaries, and no term or provision of any Loan Document, no course of
dealing, no written or oral communication, or other action, shall be construed
so as to deem such relationship to be other than that of debtor and creditor.

      Section 11.19 Survival of Representations and Warranties. All
representations and warranties herein shall survive the making of Loans and all
LC Issuances hereunder, the execution and delivery of this Agreement, the Notes
and the other documents the forms of which are attached as Exhibits hereto, the
issue and delivery of the Notes, any disposition thereof by any holder thereof,
and any investigation made by the Global Agent or any Lender or any other holder
of any of the Notes or on its behalf. All statements contained in any
certificate or other document delivered to the Global Agent or any Lender or any
holder of any Notes by or on behalf of the Company or any of its Subsidiaries
pursuant hereto or otherwise specifically for use in connection with the
transactions contemplated hereby shall constitute representations and warranties
by the Borrowers hereunder, made as of the respective dates specified therein
or, if no date is specified, as of the respective dates furnished to the Global
Agent or any Lender.

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      Section 11.20 Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

      Section 11.21 Independence of Covenants. All covenants hereunder shall be
given independent effect so that if a particular action, event, condition or
circumstance is not permitted by any of such covenants, the fact that it would
be permitted by an exception to, or would otherwise be within the limitations or
restrictions of, another covenant, shall not avoid the occurrence of a Default
or an Event of Default if such action is taken or event, condition or
circumstance exists.

      Section 11.22 Interest Rate Limitation.

      (a) Maximum Rate. Notwithstanding anything herein to the contrary, if at
any time the interest rate applicable to any Loan, together with all fees,
charges and other amounts that are treated as interest on such Loan under
applicable law (collectively, the "Charges"), shall exceed the maximum lawful
rate (the "Maximum Rate") that may be contracted for, charged, taken, received
or reserved by the Lender holding such Loan in accordance with applicable law,
the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate
and, to the extent lawful, the interest and Charges that would have been payable
in respect of such Loan but were not payable as a result of the operation of
this Section shall be cumulated and the interest and Charges payable to such
Lender in respect of other Loans or periods shall be increased (but not above
the Maximum Rate therefor) until such cumulated amount, together with interest
thereon at the Base Rate to the date of repayment, shall have been received by
such Lender.

      (b) Canadian Interest Limitation. Notwithstanding anything herein to the
contrary, in no event shall the aggregate "interest" (as defined in section 347
of the Criminal Code, Revised Statutes of Canada, 1985, C. 46 as the same may be
amended, replaced or re-enacted from time to time) payable under this Agreement
with respect to the Canadian Obligations exceed the effective annual rate of
interest on the "credit advanced" (as defined in that section) under this
Agreement lawfully permitted under that section and, if any payment, collection
or demand pursuant to this Agreement in respect of "interest" (as defined in
that section) is determined to be contrary to the provisions of that section,
such payment, collection or demand shall be deemed to have been made by mutual
mistake of the applicable Canadian Borrower and the Canadian Lenders and the
amount of such payment or collection shall be refunded to such Canadian
Borrower; for purposes of this Agreement the effective annual rate of interest
shall be determined in accordance with generally accepted actuarial practices
and principles over the term of the applicable credit advanced on the basis of
annual compounding of the lawfully permitted rate of interest and, in the event
of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries
appointed by the Global Agent will be conclusive for the purposes of such
determination. The amount of the payment that is to be refunded will be
determined by the Global Agent.

      Section 11.23 Designated Senior Indebtedness. THE INDEBTEDNESS OF THE
COMPANY EVIDENCED BY THIS AGREEMENT, ANY OF THE NOTES, ANY OF THE SECURITY
DOCUMENTS AND ANY OTHER LOAN DOCUMENT IS AND SHALL AT ALL TIMES CONSTITUTE
"DESIGNATED SENIOR INDEBTEDNESS" UNDER THE PROVISIONS OF THE SUBORDINATED
CONVERTIBLE INDENTURE.

      Section 11.24 Judgment Currency. If the Global Agent, on behalf of the
Lenders, obtains a judgment or judgments against any Borrower in a Designated
Foreign Currency, the obligations of such Borrower in respect of any sum
adjudged to be due to the Global Agent or the Lenders hereunder or under

                                      113
<PAGE>

the Notes (the "Judgment Amount") shall be discharged only to the extent that,
on the Business Day following receipt by the Global Agent of the Judgment Amount
in the Designated Foreign Currency, the Global Agent, in accordance with normal
banking procedures, may purchase Dollars with the Judgment Amount in such
Designated Foreign Currency. If the amount of Dollars so purchased is less than
the amount of Dollars that could have been purchased with the Judgment Amount on
the date or dates the Judgment Amount (excluding the portion of the Judgment
Amount which has accrued as a result of the failure of such Borrower to pay the
sum originally due hereunder or under the Notes when it was originally due
hereunder or under the Notes) was originally due and owing (the "Original Due
Date") to the Global Agent or the Lenders hereunder or under the Notes (the
"Loss"), such Borrower agrees as a separate obligation and notwithstanding any
such judgment, to indemnify the Global Agent or such Lender, as the case may be,
against the Loss, and if the amount of Dollars so purchased exceeds the amount
of Dollars that could have been purchased with the Judgment Amount on the
Original Due Date, the Global Agent or such Lender agrees to remit such excess
to such Borrower.

                  [Remainder of page intentionally left blank.]

                                      114
<PAGE>

      IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of
this Agreement to be duly executed and delivered as of the date first above
written.

                                  AMERICAN GREETINGS CORPORATION

                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________

                                  NATIONAL CITY BANK,
                                   as a Lender, a LC Issuer , Swing Line Lender,
                                   the Lead Arranger and Global Agent

                                  By:___________________________________________
                                  Name:_________________________________________
                                  Title:________________________________________

                                  NATIONAL CITY BANK, CANADA
                                  BRANCH, as a Canadian Lender

                                  By:___________________________________________
                                           Caroline M. Stade, Vice President

                                  and:__________________________________________
                                           William G. Hines, Senior Vice
                                           President and Principal Officer

                              Signature Page 1 of 3
                                       to
    Amended and Restated Credit Agreement for American Greetings Corporation

<PAGE>

Address: 127 Public Square             KEYBANK NATIONAL ASSOCIATION,
         Cleveland, Ohio                 as Syndication Agent and as a Lender
         Attention:______________

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

Address: 1300 East Ninth Street        LASALLE BANK NATIONAL ASSOCIATION,
         Suite 1000                      as Documentation Agent, and LC Issuer
         Cleveland, Ohio 44114           and as a  Lender
         Attention: _____________

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

Address: ________________________      BANK ONE, NA
         ________________________
         ________________________      By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

Address: ________________________      PNC BANK, NATIONAL ASSOCIATION
         ________________________
         ________________________      By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

Address: ________________________      THE BANK OF NOVA SCOTIA
         ________________________
         ________________________      By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

Address: ________________________      THE NORTHERN TRUST COMPANY
         ________________________
         ________________________
                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                              Signature Page 2 of 3
                                       to
    Amended and Restated Credit Agreement for American Greetings Corporation

<PAGE>

Address: ________________________      THE BANK OF NEW YORK
         ________________________
         ________________________
                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

Address: ________________________      BARCLAYS BANK PLC
         ________________________
         ________________________
                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                              Signature Page 3 of 3
                                       to
    Amended and Restated Credit Agreement for American Greetings Corporation