<PAGE>

EXHIBIT 10.14

                           REVOLVING CREDIT AGREEMENT

                            Dated as of May 19, 2004

                                      among

                        THE YANKEE CANDLE COMPANY, INC.,

                    THE LENDERS LISTED ON SCHEDULE I HERETO,

                         CITIZENS BANK OF MASSACHUSETTS,
           as Administrative Agent, Issuing Lender and Sole Arranger,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Syndication Agent,

                                       and

                              FLEET NATIONAL BANK,
                             as Documentation Agent

<PAGE>

                               TABLE OF CONTENTS

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1.       DEFINITIONS AND RULES OF INTERPRETATION.....................................    1
         1.1.     Definitions........................................................    1
         1.2.     Rules of Interpretation............................................   20
2.       THE REVOLVING CREDIT FACILITY...............................................   21
         2.1.     Commitment to Lend.................................................   21
                  2.1.1.   Tranche A Loans...........................................   21
                  2.1.2.   Tranche B Loans...........................................   21
         2.2.     Commitment Fee and Utilization Fee.................................   21
                  2.2.1.   Tranche A Commitment Fee..................................   21
                  2.2.2.   Tranche B Commitment Fee..................................   22
                  2.2.3.   Utilization Fee...........................................   22
         2.3.     Reduction of Commitments...........................................   22
                  2.3.1.   Reduction of Tranche A Total Commitment...................   22
                  2.3.2.   Reduction of Tranche B Total Commitment...................   22
         2.4.     The Notes..........................................................   23
                  2.4.1.   The Tranche A Notes.......................................   23
                  2.4.2.   The Tranche B Notes.......................................   23
         2.5.     Interest on Loans..................................................   23
         2.6.     Requests for Loans.................................................   24
                  2.6.1.   Tranche A Loans...........................................   24
                  2.6.2.   Tranche B Loans...........................................   24
                  2.6.3.   Swing Line; Settlement....................................   24
         2.7.     Conversion Options.................................................   26
                  2.7.1.   Conversion to Different Type of Loan......................   26
                  2.7.2.   Continuation of Type of Loan..............................   26
                  2.7.3.   LIBOR Rate Loans..........................................   27
         2.8.     Funds for Loans....................................................   27
                  2.8.1.   Funding Procedures........................................   27
                  2.8.2.   Advances by Administrative Agent..........................   27
3.       REPAYMENT OF THE LOANS......................................................   28
         3.1.     Maturity of the Loans..............................................   28
                  3.1.1.   Tranche A Loans...........................................   28
                  3.1.2.   Tranche B Loans...........................................   28
         3.2.     Mandatory Repayments of Loans......................................   28
                  3.2.1.   Tranche A Loans...........................................   28
                  3.2.2.   Tranche B Loans...........................................   28
         3.3.     Optional Repayments of Loans.......................................   28
4.       LETTERS OF CREDIT...........................................................   29
         4.1.     Letter of Credit Commitments.......................................   29
                  4.1.1.   Commitment to Issue Letters of Credit.....................   29
                  4.1.2.   Letter of Credit Applications.............................   29
                  4.1.3.   Terms of Letters of Credit................................   29
                  4.1.4.   Reimbursement Obligations of Lenders......................   29
                  4.1.5.   Participations of Lenders.................................   30
         4.2.     Reimbursement Obligation of the Borrower...........................   30
         4.3.     Letter of Credit Payments..........................................   30
         4.4.     Obligations Absolute...............................................   31
</TABLE>

                                       i

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                               TABLE OF CONTENTS
                                  (continued)

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         4.5.     Reliance by Issuer.................................................   31
         4.6.     Letter of Credit Fee...............................................   31
5.       CERTAIN GENERAL PROVISIONS..................................................   32
         5.1.     Fees...............................................................   32
         5.2.     Funds for Payments.................................................   32
                  5.2.1.   Payments to Administrative Agent..........................   32
                  5.2.2.   No Offset, etc............................................   32
                  5.2.3.   Non-U.S. Lenders..........................................   32
         5.3.     Computations.......................................................   33
         5.4.     Inability to Determine LIBOR Rate..................................   34
         5.5.     Illegality.........................................................   34
         5.6.     Additional Costs, etc..............................................   34
         5.7.     Capital Adequacy...................................................   35
         5.8.     Certificate........................................................   36
         5.9.     Indemnity..........................................................   36
         5.10.    Interest After Default.............................................   36
         5.11.    Replacement of Lenders.............................................   36
6.       SUBSIDIARY GUARANTIES.......................................................   37
7.       REPRESENTATIONS AND WARRANTIES..............................................   37
         7.1.     Corporate Authority................................................   37
                  7.1.1.   Incorporation; Good Standing..............................   37
                  7.1.2.   Authorization.............................................   37
                  7.1.3.   Enforceability............................................   37
         7.2.     Governmental Approvals.............................................   37
         7.3.     Title to Properties; Leases........................................   37
         7.4.     Financial Statements and Projections...............................   38
                  7.4.1.   Fiscal Year...............................................   38
                  7.4.2.   Financial Statements......................................   38
                  7.4.3.   Projections...............................................   38
         7.5.     No Material Adverse Changes, etc...................................   38
         7.6.     Franchises, Patents, Copyrights, etc...............................   38
         7.7.     Litigation.........................................................   38
         7.8.     No Materially Adverse Contracts, etc...............................   39
         7.9.     Compliance with Other Instruments, Laws, etc.......................   39
         7.10.    Tax Status.........................................................   39
         7.11.    No Event of Default................................................   39
         7.12.    Margin Regulations; Holding Company and Investment Company Acts....   39
         7.13.    Absence of Financing Statements, etc...............................   39
         7.14.    Certain Transactions...............................................   39
         7.15.    Employee Benefit Plans.............................................   40
                  7.15.1.  In General................................................   40
                  7.15.2.  Terminability of Welfare Plans............................   40
                  7.15.3.  Guaranteed Pension Plans..................................   40
                  7.15.4.  Multiemployer Plans.......................................   40
         7.16.    Use of Proceeds....................................................   41
                  7.16.1.  General...................................................   41
                  7.16.2.  Regulations T, U and X....................................   41
</TABLE>

                                       ii

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                                     Table of Contents
                                        (continued)

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                  7.16.3.  Ineligible Securities.....................................   41
         7.17.    Environmental Compliance...........................................   41
         7.18.    Subsidiaries, etc..................................................   41
         7.19.    Disclosure.........................................................   42
8.       AFFIRMATIVE COVENANTS.......................................................   42
         8.1.     Payment of Obligations.............................................   42
         8.2.     Maintenance of Office..............................................   42
         8.3.     Records and Accounts...............................................   42
         8.4.     Financial Statements, Certificates and Information.................   42
         8.5.     Notices............................................................   44
         8.6.     Legal Existence; Maintenance of Properties.........................   45
         8.7.     Insurance..........................................................   46
         8.8.     Inspection Rights..................................................   46
         8.9.     Compliance with Laws, Contracts, Licenses, and Permits.............   46
         8.10.    Use of Proceeds....................................................   46
         8.11.    Additional Subsidiary Guarantors...................................   46
         8.12.    Further Assurances.................................................   47
         8.13.    Post-Closing Covenant..............................................   47
9.       CERTAIN NEGATIVE COVENANTS..................................................   47
         9.1.     Restrictions on Indebtedness.......................................   47
         9.2.     Restrictions on Liens..............................................   48
                  9.2.1.   Permitted Liens...........................................   48
                  9.2.2.   Restrictive Agreements....................................   49
         9.3.     Restrictions on Investments........................................   49
         9.4.     Restricted Payments................................................   50
         9.5.     Merger, Consolidation and Disposition of Assets....................   51
                  9.5.1.   Mergers and Acquisitions..................................   51
                  9.5.2.   Disposition of Assets.....................................   51
         9.6.     Subordinated Debt..................................................   52
         9.7.     Business Activities................................................   52
         9.8.     Fiscal Year........................................................   52
         9.9.     Transactions with Affiliates.......................................   52
         9.10.    Hedging Agreement..................................................   52
10.      FINANCIAL COVENANTS.........................................................   53
         10.1.    Leverage Ratio.....................................................   53
         10.2.    Fixed Charge Coverage..............................................   53
         10.3.    Consolidated Net Worth.............................................   53
11.      CLOSING CONDITIONS..........................................................   53
         11.1.    Loan Documents.....................................................   53
         11.2.    Certified Copies of Governing Documents............................   53
         11.3.    Corporate or Other Action..........................................   53
         11.4.    Incumbency Certificate.............................................   53
         11.5.    Disclosure Certificates and UCC Search Results.....................   54
         11.6.    Insurance..........................................................   54
         11.7.    Solvency Certificate...............................................   54
         11.8.    Opinion of Counsel.................................................   54
         11.9.    Payment of Fees....................................................   54
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                                            iii

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                               TABLE OF CONTENTS
                                  (continued)

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         11.10.   Financial Statements...............................................   54
         11.11.   Good Standing Certificates.........................................   54
         11.12.   Payoff Letter......................................................   54
         11.13.   Existing Indebtedness..............................................   54
         11.14.   Existing Litigation................................................   55
         11.15.   No Event of Default................................................   55
         11.16.   No Material Adverse Changes, etc...................................   55
         11.17.   Approvals, etc.....................................................   55
         11.18.   Compliance Certificate.............................................   55
         11.19.   Additional Matters.................................................   55
12.      CONDITIONS TO ALL BORROWINGS................................................   55
         12.1.    Representations True; No Event of Default..........................   55
         12.2.    No Legal Impediment................................................   55
         12.3.    Proceedings and Documents..........................................   56
13.      EVENTS OF DEFAULT; ACCELERATION; ETC........................................   56
         13.1.    Events of Default and Acceleration.................................   56
         13.2.    Termination of Commitments.........................................   58
         13.3.    Application of Funds...............................................   58
14.      THE ADMINISTRATIVE AGENT....................................................   59
         14.1.    Authorization......................................................   59
         14.2.    Employees and Administrative Agents................................   59
         14.3.    No Liability.......................................................   59
         14.4.    No Representations.................................................   59
         14.5.    Payments...........................................................   60
                  14.5.1.  Payments to Administrative Agent..........................   60
                  14.5.2.  Distribution by Administrative Agent......................   60
                  14.5.3.  Defaulting Lenders........................................   60
         14.6.    Holders of Notes...................................................   60
         14.7.    Indemnity..........................................................   61
         14.8.    Administrative Agent as Lender.....................................   61
         14.9.    Resignation........................................................   61
         14.10.   Administrative Agent May File Proofs of Claim......................   61
         14.11.   Notification of Defaults and Events of Default.....................   62
         14.12.   Other Agents.......................................................   62
15.      SUCCESSORS AND ASSIGNS......................................................   62
         15.1.    General Conditions.................................................   62
         15.2.    Assignments........................................................   63
         15.3.    Register...........................................................   64
         15.4.    Participations.....................................................   64
         15.5.    Payments to Participants...........................................   64
         15.6.    Miscellaneous Assignment Provisions................................   64
16.      PROVISIONS OF GENERAL APPLICATIONS..........................................   65
         16.1.    Setoff.............................................................   65
         16.2.    Expenses...........................................................   65
         16.3.    Indemnification....................................................   66
         16.4.    Treatment of Certain Confidential Information......................   66
                  16.4.1.  Confidentiality...........................................   66
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                                       iv

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                               TABLE OF CONTENTS
                                  (continued)

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                  16.4.2.  Prior Notification........................................   67
                  16.4.3.  Other.....................................................   67
         16.5.    Survival of Covenants, Etc.........................................   67
         16.6.    Notices............................................................   67
         16.7.    Governing Law......................................................   68
         16.8.    Headings...........................................................   68
         16.9.    Counterparts.......................................................   68
         16.10.   Entire Agreement, Etc..............................................   69
         16.11.   Waiver of Jury Trial...............................................   69
         16.12.   Consents, Amendments, Waivers, Etc.................................   69
         16.13.   Severability.......................................................   70
         16.14.   USA Patriot Act Notice.............................................   70
</TABLE>

                                       v

<PAGE>

                                    Exhibits

Exhibit A-1          Form of Tranche A Note
Exhibit A-2          Form of Tranche B Note
Exhibit B            Form of Loan Request
Exhibit C            Form of Compliance Certificate
Exhibit D            Assignment and Acceptance
Exhibit F            Form of Subsidiary Guaranty

                                    Schedules

Schedule 1           Lenders and Commitments
Schedule 7.3         Title to Properties; Leases
Schedule 7.5         Restricted Payments
Schedule 7.7         Litigation
Schedule 7.17        Environmental Compliance
Schedule 7.18        Subsidiaries Etc.
Schedule 9.1         Existing Indebtedness
Schedule 9.2.1       Existing Liens
Schedule 9.2         Existing Investments

<PAGE>

                           REVOLVING CREDIT AGREEMENT

      This REVOLVING CREDIT AGREEMENT is made as of May 19, 2004, by and among
The Yankee Candle Company, Inc. (the "Borrower"), a Massachusetts corporation
having its principal place of business at 16 Yankee Candle Way, South Deerfield,
MA 01373, Citizens Bank of Massachusetts and the other lending institutions
listed on Schedule 1 hereto (the "Lenders") and Citizens Bank of Massachusetts
as agent for itself and such other lending institutions (the "Administrative
Agent").

                   1. DEFINITIONS AND RULES OF INTERPRETATION.

      1.1.  DEFINITIONS. The following terms shall have the meanings set forth
in this Section 1 or elsewhere in the provisions of this Credit Agreement
referred to below:

      Adjustment Date. The first Business Day following the date on which the
Administrative Agent has received the financial statements required to be
delivered pursuant to Section 8.4(a) or (b), as the case may be, for the most
recently completed Fiscal Quarter and the Compliance Certificate required to be
delivered pursuant to Section 8.4(f).

      Administrative Agent's Office. The Administrative Agent's office located
at 28 State Street, 15th Floor, Boston, Massachusetts 02109, or at such other
location as the Administrative Agent may designate from time to time.

      Administrative Agent. Citizens Bank of Massachusetts, acting as agent for
the Lenders and each other Person appointed as the successor Administrative
Agent in accordance with Section 14.9.

      Administrative Agent's Special Counsel. Bingham McCutchen LLP or such
other counsel as may be approved by the Administrative Agent.

      Administrative Questionnaire. An Administrative Questionnaire in a form
supplied by the Administrative Agent.

      Affiliate. With respect to a specified Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

      Applicable Margin. For each period commencing on an Adjustment Date
through the date immediately preceding the next Adjustment Date (each a "Rate
Adjustment Period"), the Applicable Margin shall be the applicable margin set
forth below with respect to the Total Capitalization Ratio, as determined at the
end of the Fiscal Quarter ended immediately prior to the applicable Rate
Adjustment Period.

<TABLE>
<CAPTION>
                                                                        LETTER
                TOTAL           PRIME       TRANCHE A      TRANCHE B      OF                         TRANCHE B
            CAPITALIZATION       RATE      LIBOR RATE      LIBOR RATE   CREDIT       TRANCHE A       COMMITMENT
LEVEL           RATIO           LOANS         LOANS          LOANS       FEES     COMMITMENT FEE        FEE
---------------------------------------------------------------------------------------------------------------
<S>      <C>                    <C>        <C>             <C>          <C>       <C>                <C>
  I      Greater than
         0.40:1.00              0.00%         1.00%          1.05%       1.00%         0.25%            0.20%
------------------------------------------------------------------------------------------------------------
 II      Less than or equal
         to 0.40:1.00 but
         greater than or        0.00%         0.85%          0.90%       0.85%         0.20%            0.15%
         equal to 0.25:1.00
------------------------------------------------------------------------------------------------------------
 III     Less than 0.25:1.00    0.00%         0.70%          0.75%       0.70%         0.15%            0.10%
------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                      -2-

      Notwithstanding the foregoing, (a) for the Loans outstanding and the
Letter of Credit Fees and the Commitment Fees payable during the period
commencing on the Closing Date through the date immediately preceding the first
Adjustment Date to occur after FQ2 2004, the Applicable Margin shall be the
Applicable Margin set forth in Level II above, and (b) if the Borrower fails to
deliver any Compliance Certificate pursuant to Section 8.4(f) hereof then, for
the period commencing on the next Adjustment Date to occur subsequent to such
failure through the date immediately following the date on which such Compliance
Certificate is delivered, the Applicable Margin shall be the highest Applicable
Margin set forth above.

      Applicable Pension Legislation. At any time, any pension or retirement
benefits legislation (be it national, federal, provincial, territorial or
otherwise) then applicable to the Borrower or any of its Subsidiaries.

      Approved Fund. Any Fund that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.

      Asset Sale. Any one or series of related transactions in which the
Borrower or any of its Subsidiaries conveys, sells, leases, licenses or
otherwise disposes of, directly or indirectly, any of its properties, businesses
or assets (including the sale or issuance of capital stock of any Subsidiary
other than to the Borrower or any Subsidiary of the Borrower) whether owned on
the Closing Date or thereafter acquired.

      Assignment and Acceptance. An assignment and acceptance entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is
required by Section 15.2), and accepted by the Administrative Agent, in
substantially the form of Exhibit D or any other form approved by the
Administrative Agent.

      Balance Sheet Date. January 3, 2004.

      Borrower. As defined in the preamble hereto.

      Business Day. Any day on which banking institutions in Boston,
Massachusetts are open for the transaction of banking business and, in the case
of LIBOR Rate Loans, also a day which is a LIBOR Business Day.

      Capital Assets. Fixed assets, both tangible (such as land, buildings,
fixtures, machinery and equipment) and intangible (such as patents, copyrights,
trademarks, franchises and good will); provided that Capital Assets shall not
include any item customarily charged directly to expense or depreciated over a
useful life of twelve (12) months or less in accordance with GAAP.

      Capital Expenditures. Amounts paid or Indebtedness incurred by the
Borrower or any of its Subsidiaries in connection with (i) the purchase or lease
by the Borrower or any of its Subsidiaries of Capital Assets that would be
required to be capitalized and shown on the balance sheet of such Person in
accordance with GAAP or (ii) the lease of any assets by the Borrower or any of
its Subsidiaries as lessee under any Synthetic Lease to the extent that such
assets would have been Capital Assets had the Synthetic Lease been treated for
accounting purposes as a Capitalized Lease.

      Capitalized Leases. Leases under which the Borrower or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with GAAP.

<PAGE>

                                       -3-

      Capital Stock. Any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.

      Cash Equivalents. As to the Borrower and its Subsidiaries, (a) securities
issued or directly and fully guaranteed or insured by the United States of
America and having a maturity of not more than six (6) months from the date of
acquisition; (b) certificates of deposit, time deposits and eurodollar time
deposits with maturities of six (6) months or less from the date of acquisition,
bankers' acceptances with maturities not exceeding six (6) months and overnight
bank deposits, in each case, (i) with any Lenders or (ii) with any domestic
commercial bank organized under the laws of the United States of America or any
state thereof, in each case having a rating of not less than A or its equivalent
by S&P or any successor and having capital and surplus in excess of
$1,000,000,000; (c) repurchase obligations with a term of not more than seven
(7) days for underlying securities of the types described in clauses (a) and (b)
above; and (d) any commercial paper or finance company paper issued by (i) any
Lender or any holding company Controlling any Lender or (ii) any other Person
that is rated not less than "P-1" or "A-1" or their equivalents by Moody's or
S&P or their successors and in each case maturing within six (6) months after
the date of acquisition.

      Change of Control. The occurrence of one or more of the following events:
(a) any sale, lease, exchange or other transfer (in a single transaction or a
series of related transactions) of all or substantially all of the assets of the
Borrower to any Person or "group" (within the meaning of the Exchange Act and
the rules of the SEC thereunder as in effect on the date hereof), (b) the
acquisition or ownership, directly or indirectly, beneficially or of record, by
any Person or "group" (within the meaning of the Exchange Act and the rules of
the SEC thereunder as in effect on the date hereof) of 40% or more of the
outstanding shares of Voting Stock of the Borrower, or (c) during any period of
twelve (12) consecutive months the occupation of a majority of the seats (other
than vacant seats) on the board of directors of the Borrower by Persons who were
neither (i) nominated or appointed by the directors of the board of directors
who were directors on the first day of such period nor (ii) appointed or
nominated by directors so appointed or nominated.

      Citizens. Citizens Bank of Massachusetts, a state chartered bank.

      Closing Date. The first date on which the conditions set forth in Section
11 have been satisfied and any Loans are to be made or any Letter of Credit is
to be issued hereunder.

      Code. The Internal Revenue Code of 1986.

      Commitment. With respect to any Lender, its Tranche A Commitment and/or
its Tranche B Commitment.

      Commitment Fees. The Tranche A Commitment Fee and the Tranche B Commitment
Fee.

      Commitment Percentage. With respect to any Lender, its Tranche A
Commitment Percentage and/or its Tranche B Commitment Percentage.

      Compliance Certificate. See Section 8.4(f).

      Consolidated or consolidated. With reference to any term defined herein,
shall mean that term as applied to the accounts of the Borrower and its
Subsidiaries, consolidated in accordance with GAAP.

<PAGE>

                                       -4-

      Consolidated EBITDA. With respect to any fiscal period, an amount equal to
the sum of (a) Consolidated Net Income of the Borrower and its Subsidiaries for
such fiscal period, plus (b) in each case to the extent deducted in the
calculation of such Person's Consolidated Net Income and without duplication,
(i) depreciation and amortization for such period, plus (ii) income tax expense
for such period, plus (iii) Consolidated Total Interest Expense paid or accrued
during such period, plus (iv) other noncash charges for such period, all as
determined in accordance with GAAP.

      Consolidated EBITDAR. With respect to any fiscal period, an amount equal
to the sum of Consolidated EBITDA for such period plus, to the extent deducted
in the calculation of Consolidated Net Income of the Borrower and its
Subsidiaries, Consolidated Rental Expense for such period.

      Consolidated Net Income (or Deficit). The consolidated net income (or
deficit) of the Borrower and its Subsidiaries, after deduction of all expenses,
taxes, and other proper charges, determined in accordance with GAAP, after
eliminating therefrom all extraordinary nonrecurring items of income (and loss).

      Consolidated Net Worth. The excess of Consolidated Total Assets over
Consolidated Total Liabilities.

      Consolidated Rental Expense. With respect to the Borrower and its
Subsidiaries, and for any period, the aggregate amount of rents actually paid in
cash during such period by the Borrower and its Subsidiaries for such period
with respect to leases of real and personal property, determined on a
consolidated basis, excluding however, obligations under Capitalized Leases and
Synthetic Leases.

      Consolidated Total Assets. The sum of (a) all assets ("consolidated
balance sheet assets") of the Borrower and its Subsidiaries determined on a
consolidated basis in accordance with GAAP, plus (b) without duplication, all
assets leased by the Borrower or any Subsidiary as lessee under any Synthetic
Lease to the extent that such assets would have been consolidated balance sheet
assets had the Synthetic Lease been treated for accounting purposes as a
Capitalized Lease.

      Consolidated Total Debt Service. With respect to the Borrower and its
Subsidiaries and for any period, the sum, without duplication, of (a)
Consolidated Total Interest Expense for such period plus (b) any and all
scheduled repayments of principal during such period in respect of Indebtedness
that becomes due and payable or that are to become due and payable during such
period pursuant to any agreement or instrument to which the Borrower or any of
its Subsidiaries is a party relating to the borrowing of money or the obtaining
of credit, including the issuance of notes or bonds, plus (c) Consolidated
Rental Expense, plus (d) cash dividends of the Borrower paid or payable during
such period plus (e) Indebtedness or obligations of the type referred to in
clauses (a)-(d) above of another Person guaranteed by the Borrower or any of its
Subsidiaries. Demand obligations shall be deemed to be due and payable during
any fiscal period during which such obligations are outstanding.

      Consolidated Total Funded Debt. With respect to the Borrower and its
Subsidiaries, the sum, without duplication, of (a) the aggregate amount of
Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis,
relating to (i) the borrowing of money or the obtaining of credit, including the
issuance of notes or bonds, (ii) the deferred purchase price of assets (other
than trade payables incurred in the ordinary course of business), (iii) any
Synthetic Leases or any Capitalized Leases and (iv) the maximum drawing amount
of all letters of credit outstanding and bankers acceptances plus (b)
Indebtedness of the type referred to in clause (a) of another Person guaranteed
by the Borrower or any of its Subsidiaries.

<PAGE>

                                       -5-

      Consolidated Total Interest Expense. For any period, the aggregate amount
of interest required to be paid or accrued by the Borrower and its Subsidiaries
during such period on all Indebtedness of the Borrower and its Subsidiaries
outstanding during all or any part of such period, whether such interest was or
is required to be reflected as an item of expense or capitalized, including
payments consisting of interest in respect of any Capitalized Lease or any
Synthetic Lease, and including commitment fees, agency fees, facility fees,
balance deficiency fees and similar fees or expenses in connection with the
borrowing of money, in each case, to the extent accrued or amortized during such
period.

      Consolidated Total Liabilities. All liabilities of the Borrower and its
Subsidiaries determined on a consolidated basis in accordance with GAAP and
classified as such on the consolidated balance sheet of the Borrower and its
Subsidiaries and all other Indebtedness of the Borrower and its Subsidiaries,
whether or not so classified.

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

      Conversion Request. A notice given by the Borrower to the Administrative
Agent of the Borrower's election to convert or continue a Loan in accordance
with Section 2.7.

      Credit Agreement. This Revolving Credit Agreement, including the Schedules
and Exhibits hereto.

      Default. See Section 13.1.

      Default Rate. (a) When used with respect to Obligations other than Letter
of Credit Fees, an interest rate equal to (i) the Prime Rate plus (ii) the
Applicable Margin, if any, applicable to the Prime Rate Loans plus (iii) 2% per
annum; provided, however, that with respect to a LIBOR Rate Loan, the Default
Rate shall be an interest rate equal to the interest rate (including any
Applicable Margin) otherwise applicable to such Loan plus 2% per annum, and (b)
when used with respect to Letter of Credit Fees, a rate equal to the Applicable
Margin plus 2% per annum, in all cases to the fullest extent permitted by
applicable laws.

      Defaulting Lender. As of any date, any Lender that, at such time (a) has
failed to make a Loan required pursuant to the term of this Credit Agreement,
(b) has failed to pay to the Administrative Agent or any Lender an amount owed
by such Lender pursuant to the terms of this Credit Agreement, or (c) has been
deemed insolvent or has become subject to a bankruptcy or insolvency proceeding
or to a receiver, trustee or similar official.

      Disclosure Certificate. See 11.5.

      Distribution. The declaration or payment of any dividend on or in respect
of any shares of any class of Capital Stock of the Borrower or its Subsidiaries,
other than dividends payable solely in shares of common stock of the Borrower
and/or its Subsidiaries; the purchase, redemption, defeasance, retirement or
other acquisition of any shares of any class of Capital Stock of the Borrower or
its Subsidiaries, directly or indirectly through a Subsidiary of the Borrower or
its Subsidiaries or otherwise (including the setting apart of assets for a
sinking or other analogous fund to be used for such purpose); the return of
capital by the Borrower or any of its Subsidiaries to its shareholders as such;
or any other distribution on or in respect of any shares of any class of Capital
Stock of the Borrower or its Subsidiaries.

      Dollars or $. Dollars in lawful currency of the United States of America.

<PAGE>

                                       -6-

      Domestic Lending Office. Initially, the office of each Lender designated
as such in Schedule 1 hereto; thereafter, such other office of such Lender, if
any, located within the United States that will be making or maintaining Prime
Rate Loans.

      Domestic Subsidiary. Any Subsidiary of the Borrower other than a Foreign
Subsidiary.

      Drawdown Date. The date on which any Loan is made or is to be made, and
the date on which any Loan is converted or continued in accordance with Section
2.7.

      Eligible Assignee. Any of (a) a Lender, (b) an Affiliate of a Lender, (c)
an Approved Fund and (d) any other Person (other than a natural person) approved
by (i) the Administrative Agent and (ii) unless a Default or an Event of Default
has occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld or delayed).

      Employee Benefit Plan. Any employee benefit plan within the meaning of
Section 3(3) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate, other than a Guaranteed Pension Plan or a Multiemployer Plan.

      Environmental Laws. Any and all Federal, state, local, and foreign
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.

      Environmental Liability. Any liability, contingent or otherwise (including
any liability for damages, costs of environmental remediation, fines, penalties
or indemnities), of the Borrower or any of its Subsidiaries directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Substances, (c) exposure to any Hazardous Substances,
(d) the release or threatened release of any Hazardous Substances into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

      ERISA. The Employee Retirement Income Security Act of 1974.

      ERISA Affiliate. Any Person which is treated as a single employer with the
Borrower under Section 414 of the Code.

      ERISA Reportable Event. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of Section 4043 of ERISA and the regulations
promulgated thereunder.

      Eurocurrency Reserve Rate. For any day with respect to a LIBOR Rate Loan,
the maximum rate (expressed as a decimal) at which any bank subject thereto
would be required to maintain reserves under Regulation D of the Board of
Governors of the Federal Reserve System (or any successor or similar regulations
relating to such reserve requirements) against "Eurocurrency Liabilities" (as
that term is used in Regulation D), if such liabilities were outstanding. The
Eurocurrency Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in the Eurocurrency Reserve Rate.

      Event of Default. See Section 13.1.

<PAGE>

                                       -7-

      Existing Credit Agreement. The Credit Agreement, dated as of July 7, 1999,
among the Borrower, the banks and other financial institutions party thereto and
The Chase Manhattan Bank as administrative agent.

      Fee Letter. The fee letter dated as of March 25, 2004, as amended, between
the Borrower and Citizens.

      Fees. Collectively, the Commitment Fee, the Letter of Credit Fees, the
Utilization Fee and the other fees described in Section 5.1.

      Financial Affiliate. A Subsidiary of the bank holding company Controlling
any Lender, which Subsidiary is engaging in any of the activities permitted by
Section 4(e) of the Bank Holding Company Act of 1956 (12 U.S.C. Section 1843).

      Fiscal Quarter(s). The thirteen (13) or fourteen (14) week periods, the
first of which shall commence on the first day of each Fiscal Year, and each of
which shall be referred to as "FQ1", "FQ2", "FQ3" and "FQ4", respectively.

      Fiscal Year. The fifty-two (52) or fifty-three (53) week period ending on
the Saturday closest to December 31 of each calendar year.

      Fixed Charge Coverage Ratio. As of any date, the ratio of (a) Consolidated
EBITDAR for the Reference Period ending on such date minus cash taxes paid
during such period minus the sum of all Capital Expenditures made during such
period to (b) Consolidated Total Debt Service for such period.

      Foreign Subsidiary. Any Subsidiary of the Borrower (a) which is organized
under the laws of any jurisdiction outside the United States (within the meaning
of Section 7701(a)(9) of the Code), or (b) whose principal assets consist of
Capital Stock or other equity interests of one or more Persons which conduct the
major portion of their business outside the United States (within the meaning of
Section 7701(a)(9) of the Code.

      Fund. Any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

      GAAP or generally accepted accounting principles. (a) When used in Section
10, whether directly or indirectly through reference to a capitalized term used
therein, means (i) principles that are consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, in effect for the Fiscal Year ended on the Balance Sheet Date, and
(ii) to the extent consistent with such principles, the accounting practice of
the Borrower reflected in its financial statements for the year ended on the
Balance Sheet Date, and (b) when used in general, other than as provided above,
means principles that are (i) consistent with the principles promulgated or
adopted by the Financial Accounting Standards Board and its predecessors, as in
effect from time to time, and (ii) consistently applied with past financial
statements of the Borrower adopting the same principles, provided that in each
case referred to in this definition of "GAAP" a certified public accountant
would, insofar as the use of such accounting principles is pertinent, be in a
position to deliver an unqualified opinion (other than a qualification regarding
changes in GAAP) as to financial statements in which such principles have been
properly applied.

      Governing Documents. With respect to any Person, its certificate or
articles of incorporation, certificate of formation, or, as the case may be,
certificate of limited partnership, its by-laws, operating

<PAGE>

                                       -8-

agreement or, as the case may be, partnership agreement or other constitutive
documents and all shareholder agreements, voting trusts and similar arrangements
applicable to any of its Capital Stock.

      Governmental Authority. Any foreign, federal, state, regional, local,
municipal or other government, or any department, commission, board, bureau,
agency, public authority or instrumentality thereof, or any court or arbitrator.

      Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the Borrower,
or any ERISA Affiliate, the benefits of which are guaranteed on termination in
full or in part by the PBGC pursuant to Title IV of ERISA, other than a
Multiemployer Plan.

      Guaranty. The collective reference to the Subsidiary Guaranties.

      Hazardous Substances. All explosive or radioactive substances or wastes
and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental Law.

      Hedging Agreement. Any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate futures contract,
interest rate option agreement, interest rate exchange agreement, forward
currency exchange agreement, forward rate currency agreement or other similar
agreement or arrangement to which the Borrower or any of its Subsidiaries and
any Lender is a party, designed to protect the Borrower or any of its
Subsidiaries against fluctuations in interest rates, exchange rates or forward
rates.

      Indebtedness. As to any Person and whether recourse is secured by or is
otherwise available against all or only a portion of the assets of such Person
and whether or not contingent, but without duplication:

            (a)   every obligation of such Person for money borrowed,

            (b)   every obligation of such Person evidenced by bonds,
      debentures, notes or other similar instruments, including obligations
      incurred in connection with the acquisition of property, assets or
      businesses,

            (c)   every reimbursement obligation of such Person with respect to
      letters of credit, bankers' acceptances or similar facilities issued for
      the account of such Person, excluding, however, any obligations with
      respect to letters of credit relating to trade payables arising in the
      ordinary course of business which are not overdue or which are being
      contested in good faith.

            (d)   every obligation of such Person issued or assumed as the
      deferred purchase price of property or services (including securities
      repurchase agreements but excluding trade accounts payable or accrued
      liabilities arising in the ordinary course of business which are not
      overdue or which are being contested in good faith),

            (e)   every obligation of such Person under any Capitalized Lease,

            (f)   every obligation of such Person under any Synthetic Lease,

<PAGE>

                                       -9-

            (g)   the net obligation of such Person under any forward contract,
      futures contract, swap, option or other financing agreement or arrangement
      (including, without limitation, caps, floors, collars and similar
      agreements), the value of which is dependent upon interest rates, currency
      exchange rates, commodities or other indices (a "derivative contract"),

            (h)   every obligation in respect of Indebtedness of any other
      entity (including any partnership in which such Person is a general
      partner) to the extent that such Person is liable therefor as a result of
      such Person's ownership interest in or other relationship with such
      entity, except to the extent that the terms of such Indebtedness provide
      that such Person is not liable therefor and such terms are enforceable
      under applicable law,

            (i)   every obligation, contingent or otherwise, of such Person
      guaranteeing, or having the economic effect of guarantying or otherwise
      acting as surety for, any obligation of a type described in any of clauses
      (a) through (h) (the "primary obligation") of another Person (the "primary
      obligor"), in any manner, whether directly or indirectly, and including,
      without limitation, any obligation of such Person (i) to purchase or pay
      (or advance or supply funds for the purchase of) any security for the
      payment of such primary obligation, (ii) to purchase property, securities
      or services for the purpose of assuring the payment of such primary
      obligation, or (iii) to maintain working capital, equity capital or other
      financial statement condition or liquidity of the primary obligor so as to
      enable the primary obligor to pay such primary obligation.

      The "amount" or "principal amount" of any Indebtedness at any time of
determination represented by (v) any Indebtedness, issued at a price that is
less than the principal amount at maturity thereof, shall be the amount of the
liability in respect thereof determined in accordance with GAAP, (w) any
Capitalized Lease shall be the principal component of the aggregate of the
rentals obligation under such Capitalized Lease payable over the term thereof
that is not subject to termination by the lessee, (x) any Synthetic Lease shall
be the stipulated loss value, termination value or other equivalent amount, (y)
any derivative contract shall be the maximum amount of any termination or loss
payment required to be paid by such Person if such derivative contract were, at
the time of determination, to be terminated by reason of any event of default or
early termination event thereunder, whether or not such event of default or
early termination event has in fact occurred, and (z) any guaranty or other
contingent liability referred to in clause (i) shall be an amount equal to the
stated or determinable amount of the primary obligation in respect of which such
guaranty or other contingent 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.

      Ineligible Securities. Securities which may not be underwritten or dealt
in by member banks of the Federal Reserve System under Section 16 of the Banking
Act of 1933 (12 U.S.C. Section 24, Seventh), as amended.

      Interest Payment Date. (a) As to any Prime Rate Loan, the last day of the
calendar month with respect to interest accrued during such calendar month,
including, without limitation, the calendar month which includes the Drawdown
Date of such Prime Rate Loan; and (b) as to any LIBOR Rate Loan in respect of
which the Interest Period is (i) three (3) months or less, the last day of such
Interest Period and (ii) more than three (3) months, the date that is three (3)
months from the first day of such Interest Period and, in addition, the last day
of such Interest Period.

      Interest Period. With respect to each Loan, (a) initially, the period
commencing on the Drawdown Date of such Loan and ending on the last day of one
of the periods set forth below, as selected by the Borrower in a Loan Request or
as otherwise required by the terms of this Credit Agreement (i) for

<PAGE>

                                      -10-

any Prime Rate Loan, the last day of the calendar month; and (ii) for any LIBOR
Rate Loan, one (1), two (2), three (3) or six (6) months; and (b) thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Loan and ending on the last day of one of the periods set
forth above, as selected by the Borrower in a Conversion Request; provided that
all of the foregoing provisions relating to Interest Periods are subject to the
following:

            (A)   if any Interest Period with respect to a LIBOR Rate Loan would
      otherwise end on a day that is not a LIBOR Business Day, that Interest
      Period shall be extended to the next succeeding LIBOR Business Day unless
      the result of such extension would be to carry such Interest Period into
      another calendar month, in which event such Interest Period shall end on
      the immediately preceding LIBOR Business Day;

            (B)   if any Interest Period with respect to a Prime Rate Loan would
      end on a day that is not a Business Day, that Interest Period shall end on
      the next succeeding Business Day;

            (C)   if the Borrower shall fail to give notice as provided in
      Section 2.7, the Borrower shall be deemed to have requested a conversion
      of the affected LIBOR Rate Loan to a Prime Rate Loan and the continuance
      of all Prime Rate Loans as Prime Rate Loans on the last day of the then
      current Interest Period with respect thereto;

            (D)   any Interest Period relating to any LIBOR Rate Loan that
      begins on the last LIBOR Business Day of a calendar month (or on a day for
      which there is no numerically corresponding day in the calendar month at
      the end of such Interest Period) shall end on the last LIBOR Business Day
      of a calendar month; and

            (E)   any Interest Period that would otherwise extend beyond the
      Tranche A Loan Maturity Date (if comprising a Tranche A Loan) or the
      Tranche B Loan Maturity Date (if comprising a Tranche B Loan) shall end on
      the Tranche A Loan Maturity Date or, as the case may be, the Tranche B
      Loan Maturity Date.

      Investments. All expenditures made and all liabilities incurred
(contingently or otherwise) by a Person for the acquisition of stock or
Indebtedness of, or for loans, advances, capital contributions or transfers of
property to, or in respect of any guaranties (or other commitments as described
under Indebtedness), or obligations of, any other Person. In determining the
aggregate amount of Investments outstanding at any particular time: (a) the
amount of any Investment represented by a guaranty shall be taken at not less
than the principal amount of the obligations guaranteed and still outstanding;
(b) there shall be included as an Investment all interest accrued with respect
to Indebtedness constituting an Investment unless and until such interest is
paid; (c) there shall be deducted in respect of each such Investment any amount
received as a return of capital (but only by repurchase, redemption, retirement,
repayment, liquidating dividend or liquidating distribution); (d) there shall
not be deducted in respect of any Investment any amounts received as earnings on
such Investment, whether as dividends, interest or otherwise, except that
accrued interest included as provided in the foregoing clause (b) may be
deducted when paid; and (e) there shall not be deducted from the aggregate
amount of Investments any decrease in the value thereof.

      Issuing Lender. Citizens in its capacity as issuer of Letters of Credit
hereunder, or any successor issuer of Letters of Credit hereunder.

      Lender Affiliate. With respect to any Lender, (a) an Affiliate of such
Lender or (b) any Approved Fund.

<PAGE>

                                      -11-

      Lenders. Citizens and the other lending institutions listed on Schedule 1
hereto, and as the content requires, including the Issuing Lender, and any other
Person who becomes an assignee of any rights and obligations of a Lender
pursuant to Section 15.

      Letter of Credit. See Section 4.1.1.

      Letter of Credit Application. See Section 4.1.1.

      Letter of Credit Fee. See Section 4.6.

      Letter of Credit Participation. See Section 4.1.4.

      Leverage Ratio. As at any date of determination, the ratio of (a)
Consolidated Total Funded Debt outstanding on such date to (b) Consolidated
EBITDA for the Reference Period ending on such date.

      LIBOR Business Day. Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or such
other interbank eurodollar market as may be selected by the Administrative Agent
in its sole discretion acting in good faith.

      LIBOR Lending Office. Initially, the office of each Lender designated as
such in Schedule 1 hereto; thereafter, such other office of such Lender, if any,
that shall be making or maintaining LIBOR Rate Loans.

      LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, the
rate of interest equal to (i) the rate determined by the Administrative Agent at
which Dollar deposits for such Interest Period are offered in the London
interbank market based on information presented on Page 3750 of the Dow Jones
Market Service (formerly known as the Telerate Service) as of 11:00 a.m. London
time on the second LIBOR Business Day prior to the first day of such Interest
Period, divided by (ii) a number equal to 1.00 minus the Eurocurrency Reserve
Rate. If the rate described above does not appear on the Dow Jones Market
Service on any applicable interest determination date, the LIBOR Rate shall be
the rate (rounded upward, if necessary, to the nearest one hundred-thousandth of
a percentage point), determined on the basis of the offered rates for deposits
in Dollars for a period of time comparable to such LIBOR Rate Loan which are
offered by four major banks in the London interbank market at approximately
11:00 a.m. London time, on the second LIBOR Business Day prior to the first day
of such Interest Period as selected by the Administrative Agent. The principal
London office of each of the four major London banks will be requested to
provide a quotation of its Dollar deposit offered rate. If at least two such
quotations are provided, the rate for that date will be the arithmetic mean of
the quotations. If fewer than two quotations are provided as requested, the rate
for that date will be determined on the basis of the rates quoted for loans in
Dollars to leading European banks for a period of time comparable to such
Interest Period offered by major banks in New York City at approximately 11:00
a.m. New York City time, on the second LIBOR Business Day prior to the first day
of such Interest Period. In the event that the Administrative Agent is unable to
obtain any such quotation as provided above, it will be considered that LIBOR
Rate pursuant to a LIBOR Rate Loan cannot be determined.

      LIBOR Rate Loans. The Tranche A LIBOR Rate Loans and the Tranche B LIBOR
Rate Loans.

      Lien. Any mortgage, deed of trust, security interest, pledge,
hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien
(statutory, judgment or otherwise), or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any Capitalized Lease, any Synthetic Lease, any
financing lease involving substantially the same economic effect as any of the
foregoing and the filing of any financing statement

<PAGE>

                                      -12-

under the UCC or comparable law of any jurisdiction (other than confirmatory
filings with respect to operating leases), but excluding consignment
transactions or similar transactions entered into in the ordinary course of
business).

      Loan Documents. This Credit Agreement, the Notes, the Guaranty, the Letter
of Credit Applications and the Letters of Credit.

      Loans. The Tranche A Loan, the Tranche B Loans and the Swing Line Loans.

      Loan Request. A Tranche A Loan Request and/or a Tranche B Loan Request, as
the case may be.

      Material Adverse Effect. With respect to any event or occurrence of
whatever nature (including any adverse determination in any litigation,
arbitration or governmental investigation or proceeding):

            (a)   a material adverse effect on the business, properties,
      prospects, condition (financial or otherwise), assets, operations or
      income of the Borrower, individually or the Borrower and its Subsidiaries,
      taken as a whole;

            (b)   an adverse effect on the ability of the Borrower or any of its
      Subsidiaries, individually and taken as a whole, to perform any of their
      respective Obligations under any of the Loan Documents to which it is a
      party; or

            (c)   any non-technical impairment of the validity, binding effect
      or enforceability of this Credit Agreement or any of the other Loan
      Documents, any non-technical impairment of the rights, remedies or
      benefits available to the Administrative Agent or any Lender under any
      Loan Document.

In determining whether any individual event could reasonably be expected to
result in a Material Adverse Effect, notwithstanding that such event does not of
itself have such effect, a Material Adverse Effect shall be deemed to have
occurred if the cumulative effect of such event and all other then existing
events could reasonably be expected to result in a Material Adverse Effect.

      Material Subsidiary. Any Subsidiary of the Borrower, other than (a) any
Foreign Subsidiary of the Borrower, (b) any Subsidiary of the Borrower if more
than 65% of the assets of such Subsidiary are securities of foreign Persons
(such determination to be made on the basis of fair market value) and (c) any
Non-Significant Subsidiary of the Borrower.

      Maximum Drawing Amount. The maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit, as such
aggregate amount may be reduced from time to time pursuant to the terms of the
Letters of Credit.

      Moody's. Moody's Investors Services, Inc.

      Multiemployer Plan. Any multiemployer plan within the meaning of Section
3(37) of ERISA maintained or contributed to by the Borrower or any ERISA
Affiliate.

      Net Cash Sale Proceeds. The net cash proceeds received by a Person in
respect of any Asset Sale, less the sum of (a) all reasonable out-of-pocket
fees, commissions and other reasonably and customary direct expenses actually
incurred in connection with such Asset Sale, including the amount of any
transfer or documentary taxes required to be paid by such Person in connection
with such Asset Sale, and (b) the aggregate amount of cash so received by such
Person which is required to be used to retire (in whole or in
<PAGE>

                                      -13-

part) any Indebtedness (other than under the Loan Documents) of such Person
permitted by this Credit Agreement that was secured by a lien or security
interest permitted by this Credit Agreement having priority over the liens and
security interests (if any) of the Administrative Agent (for the benefit of the
Administrative Agent and the Lenders) with respect to such assets transferred
and which is required to be repaid in whole or in part (which repayment, in the
case of any other revolving credit arrangement or multiple advance arrangement,
reduces the commitment thereunder) in connection with such Asset Sale.

      Non-Significant Subsidiary. (a) Yankee Candle Company (Europe) Limited, a
company organized under the laws of the United Kingdom, Yankee Candle
Restaurant, Corp., a Delaware corporation and Quality Gift Distributors, Inc., a
Delaware corporation and (b) at any time, any Subsidiary of the Borrower which
at such time has total assets (including the total assets of any Subsidiaries),
or for which the Borrower or any of its Subsidiaries shall have paid (including
the assumptions of Indebtedness) in connection with the acquisition of Capital
Stock (or other equity interests) or the total assets of such Subsidiary, less
than $2,000,000; provided that the total assets of all Non-Significant
Subsidiaries at any time does not exceed 10% of Consolidated Total Assets.

      Non-U.S. Lender. See Section 5.2.3.

      Notes. The Tranche A Notes and the Tranche B Notes.

      Obligations. All indebtedness, obligations and liabilities of any of the
Borrower and its Subsidiaries to any of the Lenders and the Administrative
Agent, individually or collectively, existing on the date of this Credit
Agreement or arising thereafter, direct or indirect, joint or several, absolute
or contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise, arising or
incurred under this Credit Agreement or any of the other Loan Documents or any
Hedging Agreement or in respect of any of the Loans made or Reimbursement
Obligations incurred or any of the Notes, Letter of Credit Application, Letter
of Credit or other instruments at any time evidencing any thereof.

      outstanding. With respect to the Loans, the aggregate unpaid principal
thereof as of any date of determination.

      Participant. See Section 15.4.

      PBGC. The Pension Benefit Guaranty Corporation created by Section 4002 of
ERISA and any successor entity or entities having similar responsibilities.

      Permitted Acquisitions. The acquisition of any Person, business, or
specified group of assets by the Borrower, provided that, with respect to any
such acquisition, each of the following conditions is met:

                  (i) the Borrower has provided the Administrative Agent ten
            (10) Business Days prior written notice of such acquisition, which
            notice shall include a reasonably detailed description of such
            acquisition;

                  (ii) immediately prior to and after giving effect to, such
            acquisition, no Default or Event of Default shall then exist, and
            the Borrower shall so certify;

                  (iii) immediately after giving effect to such acquisition, the
            sum of all undrawn Commitments minus the Maximum Drawing Amount and
            all Unpaid Reimbursement Obligations shall not be less than
            $5,000,000;

<PAGE>
                                      -14-

                  (iv) either such acquisition is the acquisition of (A) assets
            for use relating to the candle, home fragrance and/or
            accessories/gift related business or (B) a Person or business in the
            candle, home fragrance and/or accessories/gift related business;

                  (v) any Indebtedness incurred or assumed in connection with
            such acquisition (including, without limitation, any assumed
            Indebtedness, earnout arrangements, seller Indebtedness and
            non-compete payments) shall have been permitted to be incurred or
            assumed pursuant to Section 9.1;

                  (vi) with respect to any single acquisition or group of
            acquisitions of any Person(s) (or assets, as the case may be) (A)
            the aggregate purchase price for which is less than $10,000,000 and
            (B) whose EBITDA shall not be accretive to the EBITDA of the
            Borrower and its Subsidiaries, the Borrower shall have delivered to
            the Administrative Agent not less than ten (10) Business Days prior
            to the consummation of the proposed acquisition a certificate from
            the chief financial officer of the Borrower to the effect that (1)
            the Borrower on a consolidating basis, and the Borrower and its
            Subsidiaries, on a consolidated basis, will be solvent both before
            and after consummating the Permitted Acquisition and (2) no Default
            or Event of Default then exists or would result after giving effect
            to the Permitted Acquisition;

                  (vii) with respect to any single acquisition of any Person (or
            assets, as the case may be) (A) the purchase price for which is less
            than $10,000,000 and (B) whose EBITDA shall be accretive to the
            EBITDA of the Borrower and its Subsidiaries, the Borrower shall have
            delivered to the Administrative Agent not less than ten (10)
            Business Days prior to the consummation of the proposed acquisition
            a certificate from the chief financial officer of the Borrower to
            the effect that (1) the Borrower on a consolidating basis, and the
            Borrower and its Subsidiaries, on a consolidated basis, will be
            solvent both before and after consummating the Permitted
            Acquisition, (2) no Default or Event of Default then exists or would
            result after giving effect to the Permitted Acquisition and (3) that
            such Person (or assets, as the case may be) to be acquired had a
            positive adjusted EBITDA for the most recent period of four (4)
            consecutive Fiscal Quarters;

                  (viii) with respect to any single acquisition, the purchase
            price for which is greater than $10,000,000, not less than ten (10)
            Business Days prior to the consummation of the proposed acquisition,
            the Borrower shall have delivered to the Administrative Agent (A),
            evidence reasonably satisfactory to the Administrative Agent that
            the Person (or assets, as the case may be) to be acquired had a
            positive adjusted EBITDA for the most recent period of four (4)
            consecutive Fiscal Quarters (provided that any adjustments made to
            EBITDA of the Person to be acquired shall be approved by the
            Administrative Agent; provided, however, that in the event that the
            Administrative Agent shall not approve or disapprove such adjustment
            within three (3) Business Days after acknowledged receipt of such
            evidence by an officer of the Administrative Agent active on the
            Borrower's account, the Borrower shall deliver to the Administrative
            Agent a second notice with respect to such evidence, and in the
            event that the Administrative Agent shall not approve or disapprove
            such adjustment within one (1) Business Day after acknowledged
            receipt of such second notice by an officer of the Administrative
            Agent active on the Borrower's account, such adjustment shall be
            deemed approved by the Administrative Agent ), as demonstrated by
            audited financial statements (or, to the extent such Person so
            acquired has no audited historical financial results or the
            Permitted Acquisition occurs at a time when audited historical
            financial statements are not available, the management prepared
            financial results of such Person so acquired),

<PAGE>
                                      -15-

            provided, however, in each case, in the event that either no
            historical financial results are available with respect to the
            Person to be acquired, the Person to be acquired is not a separate
            legal entity, the Borrower or Subsidiary effecting the acquisition
            is acquiring only assets of another Person or, in the Administrative
            Agent's reasonable discretion it determines the historical financial
            results do not adequately reflect the financial results of the
            Person or assets to be acquired, such calculations shall be made
            with reference to reasonable estimates of such past performance made
            by the Borrower based on existing data and other available
            information, such estimates to be reasonably acceptable in all
            respects to the Administrative Agent and the Required Lenders
            (provided that in the event that the Administrative Agent and the
            Required Lenders shall not respond with respect to such estimates
            within eight (8) Business Days after acknowledged receipt of such
            evidence by an officer of the Administrative Agent active on the
            Borrower's account, such estimates shall be deemed to be reasonably
            acceptable in all respects to the Administrative Agent and the
            Required Lenders); (B) a Compliance Certificate evidencing
            compliance with the provisions of Section 10 and certifying as to
            any other matters referenced in Section 8.4(f) and prepared on a pro
            forma basis demonstrating compliance both before and after giving
            effect to such Permitted Acquisition (provided, that any adjustments
            made to the actual historical EBITDA of the Person to be acquired
            shall be approved by the Administrative Agent and the Required
            Lenders; provided, however, that in the event that the
            Administrative Agent shall not approve or disapprove such
            adjustments within eight (8) Business Days after acknowledged
            receipt of such Compliance Certificate by an officer of the
            Administrative Agent active on the Borrower's account, such
            adjustments shall be deemed approved by the Administrative Agent);
            and (C) a certificate from the chief financial officer of the
            Borrower to the effect that (1) the Borrower on a consolidating
            basis, and the Borrower and its Subsidiaries, on a consolidated
            basis, will be solvent both before and after consummating the
            Permitted Acquisition and (2) no Default or Event of Default then
            exists or would result after giving effect to the Permitted
            Acquisition;

                  (ix) in the event of a stock acquisition, the Person so
            acquired shall become a wholly owned Subsidiary of the Borrower and
            shall comply with the terms and conditions set forth in Section
            8.11;

                  (x) the business to be acquired would not subject the
            Administrative Agent or any Lender to material regulatory or third
            party approvals in connection with the exercise of any of its rights
            and remedies under this Credit Agreement or any other Loan Document;

                  (xi) no contingent obligations or liabilities will be incurred
            or assumed in connection with such acquisition which could
            reasonably be expected to have a Material Adverse Effect; and

                  (xii) the aggregate amount of the purchase price for all
            Permitted Acquisitions shall not exceed $65,000,000.

      Permitted Encumbrances. The following Liens:

            (a) Liens to secure taxes, assessments and other government charges
      in respect of obligations not overdue or which are being contested in good
      faith and by appropriate proceedings if adequate reserves with respect
      thereto are maintained by the books of the Borrower or its Subsidiaries,
      as the case may be, in accordance with GAAP;

<PAGE>
                                      -16-

            (b) carriers', warehousemen's, mechanics', landlords',
      materialmen's, repairmen's and other like Liens imposed by law, arising in
      the ordinary course of business and securing obligations that are not
      overdue by more than 30 days or are being contested in good faith and by
      appropriate proceedings if adequate reserves with respect thereto are
      maintained by the books of the Borrower or its Subsidiaries, as the case
      may be, in accordance with GAAP;

            (c) deposits or pledges made in connection with, or to secure
      payment of, workmen's compensation, unemployment insurance, old age
      pensions or other social security obligations other than any Lien imposed
      by ERISA;

            (d) Liens on properties in respect of judgments or awards that have
      been in force for less than the applicable period for taking an appeal so
      long as execution is not levied thereunder or in respect of which the
      Borrower or its Subsidiaries shall at the time in good faith be
      prosecuting an appeal or proceedings for review and in respect of which a
      stay of execution shall have been obtained pending such appeal or review;
      and

            (e) encumbrances on Real Estate consisting of easements, rights of
      way, zoning restrictions and similar restrictions, restrictions on the use
      of real property and other similar encumbrances or defects and
      irregularities in the title thereto, landlord's or lessor's liens and
      other minor Liens, provided that none of such Liens (i) interferes
      materially with the use of the property affected in the ordinary conduct
      of the business of the Borrower and its Subsidiaries, and (ii)
      individually or in the aggregate have a Material Adverse Effect.

      Person. Any individual, corporation, limited liability company
partnership, limited liability partnership, trust, other unincorporated
association, business, or other legal entity, and any Governmental Authority.

      Prime Rate. The higher of (a) the variable annual rate of interest so
designated from time to time by the Administrative Agent as its "prime rate",
such rate being a reference rate and not necessarily representing the lowest or
best rate being charged to any customer, and (b) one-half of one percent (1/2%)
above the Federal Funds Effective Rate. For the purposes of this definition,
"Federal Funds Effective Rate" shall mean for any day, the rate per annum equal
to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers, 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 Administrative
Agent from three funds brokers of recognized standing selected by the
Administrative Agent. Changes in the Prime Rate resulting from any changes in
the Administrative Agent's "prime rate" shall take place immediately without
notice or demand of any kind.

      Prime Rate Loans. Loans bearing interest calculated by reference to the
Prime Rate.

      Real Estate. All real property at any time owned or leased (as lessee or
sublessee) by the Borrower or any of its Subsidiaries.

      Record. The grid attached to a Note, or the continuation of such grid, or
any other similar record, including computer records, maintained by any Lender
with respect to any Loan referred to in such Note.

      Reference Lenders. Citizens.

<PAGE>
                                      -17-

      Reference Period. As of any date of determination, the period of four (4)
consecutive Fiscal Quarters of the Borrower and its Subsidiaries ending on such
date, or if such date is not a Fiscal Quarter end date, the period of four (4)
consecutive Fiscal Quarters most recently ended (in each case treated as a
single accounting period).

      Register. See Section 15.3.

      Reimbursement Obligation. The Borrower's obligation to reimburse the
Administrative Agent and the Lenders on account of any drawing under any Letter
of Credit as provided in Section 4.2.

      Related Parties. With respect to any specified Person, such Person's
Affiliates and the respective directors, officers, employees, agents and
advisors of such Person and such Person's Affiliates.

      Required Lenders. As of any date, Lenders holding in the aggregate
fifty-one percent (51%) of (a) the Total Commitment or (b) if the Commitments
have been terminated, the aggregate principal amount of the outstanding Loans
provided, however, that if any Lender shall be a Defaulting Lender at such time,
then there shall be excluded from the determination of Required Lenders such
Defaulting Lender's Commitments, or after termination of the Commitments, the
principal balance of the Borrower Obligations owing to such Defaulting Lender.

      Restricted Payment. In relation to the Borrower and its Subsidiaries, any
(a) Distribution, (b) payment or prepayment by the Borrower or its Subsidiaries
to the Borrower's or any Subsidiary's shareholders (or other equity holders), to
any Affiliate of any of the foregoing or any Affiliate of the Borrower, in each
case, other than to the Borrower or (c) derivatives or other transactions with
any financial institution, commodities or stock exchange or clearinghouse (a
"Derivatives Counterparty") obligating the Borrower or any Subsidiary to make
payments to such Derivatives Counterparty as a result of any change in market
value of any Capital Stock of the Borrower or such Subsidiary.

      SEC. The Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.

      Settlement. With respect to any Tranche A Loan made by the Agent to the
Borrower pursuant to Section 2.6.3(a), the making or receiving of payments, in
immediately available funds, by the Lenders, to the extent necessary to cause
each Lender's actual share of the outstanding amount of Tranche A Loans (after
giving effect to any Loan Request) to be equal to such Lender's Tranche A
Commitment Percentage of the outstanding amount of such Tranche A Loans (after
giving effect to any Loan Request), in any case where, prior to such event or
action, the actual share is not so equal.

      Settlement Amount. See Section 2.6.3(b).

      Settlement Date. See Section 2.6.3(b).

      Settling Lender. See Section 2.6.3(b).

      S&P. Standard & Poor's Ratings Group.

      Subordinated Debt. Unsecured Indebtedness of the Borrower or any of its
Subsidiaries that is expressly subordinated and made junior to the payment and
performance in full of the Obligations, and evidenced as such a written
instrument containing subordination provisions in form and substance approved by
the Required Lenders in writing.

<PAGE>
                                      -18-

      Subsidiary. Any corporation, association, trust, or other business entity
of which the designated parent shall at any time own directly or indirectly
through a Subsidiary or Subsidiaries at least a majority (by number of votes) of
the outstanding Voting Stock.

      Subsidiary Guaranties. The Guaranties, each in the form of Exhibit F made
by each Subsidiary Guarantor in favor of the Lenders and the Administrative
Agent pursuant to which such Subsidiary Guarantor guaranties to the Lenders and
the Administrative Agent the payment and performance in full of the Obligations.

      Subsidiary Guarantor. All direct or indirect Material Subsidiaries of the
Borrower.

      Swing Line Loan. See Section 2.6.3(a).

      Swing Line Sublimit. An amount equal to the lesser of (a) $10,000,000 and
(b) the Total Tranche A Commitment. The Swing Line Sublimit is part of, and not
in addition to, the Total Tranche A Commitment.

      Synthetic Lease. Any lease of goods or other property, whether real or
personal, which is treated as an operating lease under GAAP and as a loan or
financing for U.S. income tax purposes.

      Total Capitalization. As at any date of determination, the sum of
Consolidated Total Funded Debt outstanding on such date plus Consolidated Net
Worth on such date.

      Total Capitalization Ratio. As at any date of determination, the ratio of
Consolidated Total Funded Debt to Total Capitalization.

      Total Commitment. The sum of the Total Tranche A Commitment and the Total
Tranche B Commitment, as in effect from time to time.

      Total Commitment Percentage. With respect to each Lender, the percentage
set forth next to such Lender on Schedule 1 hereto, as such Lender's percentage
of the Total Commitment.

      Total Tranche A Commitment. The sum of the Tranche A Commitments, as in
effect from time to time.

      Total Tranche B Commitment. The sum of the Tranche B Commitments, as in
effect from time to time.

      Tranche A Commitment. With respect to each Lender, the amount set forth on
Schedule 1 hereto as the amount of such Lender's commitment to make Tranche A
Loans to, to participate in the Swing Line Loans and to participate in the
issuance, extension and renewal of Letters of Credit for the account of, the
Borrower, as the same may be reduced from time to time; or if such commitment is
terminated pursuant to the provisions hereof, zero.

      Tranche A Commitment Fee. See Section 2.2.1.

      Tranche A Commitment Percentage. With respect to each Lender, the
percentage set forth on Schedule 1 hereto as such Lender's percentage of the
Total Tranche A Commitment.

      Tranche A LIBOR Rate Loans. Tranche A Loans bearing interest calculated by
reference to the LIBOR Rate.

<PAGE>
                                      -19-

      Tranche A Loans. Revolving credit loans made or to be made by the Lenders
to the Borrower pursuant to Section 2.1.1.

      Tranche A Loan Maturity Date. May 19, 2007.

      Tranche A Loan Request. See Section 2.6.1.

      Tranche A Notes. See Section 2.4.1.

      Tranche A Note Record. A Record with respect to a Tranche A Note.

      Tranche B Commitment. With respect to each Lender, the amount set forth on
Schedule 1 hereto as the amount of such Lender's commitment to make Tranche B
Loans to the Borrower, as the same may be reduced from time to time; or if such
commitment is terminated pursuant to the provisions hereof, zero.

      Tranche B Commitment Fee. See Section 2.2.2.

      Tranche B Commitment Percentage. With respect to each Lender, the
percentage set forth on Schedule 1 hereto as such Lender's percentage of the
Total Tranche B Commitment.

      Tranche B LIBOR Rate Loans. Tranche B Loans bearing interest calculated by
reference to the LIBOR Rate.

      Tranche B Loans. Revolving credit loans made or to be made by the Lenders
to the Borrower pursuant to Section 2.1.2.

      Tranche B Loan Maturity Date. The date that is 364 days following the
Closing Date.

      Tranche B Loan Request. See Section 2.6.2.

      Tranche B Notes. See Section 2.4.2.

      Tranche B Note Record. A Record with respect to a Tranche B Note.

      Type. As to any Loan, its nature as a Prime Rate Loan or a LIBOR Rate
Loan.

      Unpaid Reimbursement Obligation. Any Reimbursement Obligation for which
the Borrower does not reimburse the Administrative Agent and the Lenders on the
date specified in, and in accordance with, Section 4.2.

      Utilization Fee. See Section 2.2.3.

      Voting Stock. Stock or similar interests, of any class or classes (however
designated), the holders of which are at the time entitled, as such holders, to
vote for the election of a majority of the directors (or persons performing
similar functions) of the corporation, association, trust or other business
entity involved, whether or not the right so to vote exists by reason of the
happening of a contingency.

<PAGE>
                                      -20-

      1.2. RULES OF INTERPRETATION.

            (a) A reference to any document or agreement shall include such
      document or agreement as amended, modified or supplemented from time to
      time in accordance with its terms and the terms of this Credit Agreement.

            (b) The singular includes the plural and the plural includes the
      singular.

            (c) A reference to any law includes any amendment or modification to
      such law.

            (d) A reference to any Person includes its permitted successors and
      permitted assigns.

            (e) Accounting terms not otherwise defined herein have the meanings
      assigned to them by GAAP applied on a consistent basis by the accounting
      entity to which they refer.

            (f) The words "include", "includes" and "including" are not
      limiting.

            (g) All terms not specifically defined herein or by GAAP, which
      terms are defined in the Uniform Commercial Code as in effect in the State
      of Massachusetts, have the meanings assigned to them therein, with the
      term "instrument" being that defined under Article 9 of the Uniform
      Commercial Code.

            (h) Reference to a particular "Section " refers to that section of
      this Credit Agreement unless otherwise indicated.

            (i) The words "herein", "hereof", "hereunder" and words of like
      import shall refer to this Credit Agreement as a whole and not to any
      particular section or subdivision of this Credit Agreement.

            (j) Unless otherwise expressly indicated, in the computation of
      periods of time from a specified date to a later specified date, the word
      "from" means "from and including," the words "to" and "until" each mean
      "to but excluding," and the word "through" means "to and including."

            (k) Unless otherwise specified, all references to times of day shall
      be references to Eastern time (daylight or standard, as applicable).

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

            (m) This Credit Agreement and the other Loan Documents are the
      result of negotiation among, and have been reviewed by counsel to, among
      others, the Administrative Agent and the Borrower and are the product of
      discussions and negotiations among all parties. Accordingly, this Credit
      Agreement and the other Loan Documents are not intended to be construed
      against the Administrative Agent or any of the Lenders merely on account
      of the Administrative Agent's or any Lender's involvement in the
      preparation of such documents.

<PAGE>
                                      -21-

                  2. THE REVOLVING CREDIT FACILITY.

      2.1. COMMITMENT TO LEND.

            2.1.1. TRANCHE A LOANS. Subject to the terms and conditions set
      forth in this Credit Agreement, each of the Lenders severally agrees to
      lend to the Borrower and the Borrower may borrow, repay, and reborrow from
      time to time from the Closing Date up to but not including the Tranche A
      Loan Maturity Date upon notice by the Borrower to the Administrative Agent
      given in accordance with Section 2.6.1, such sums as are requested by the
      Borrower up to a maximum aggregate amount outstanding (after giving effect
      to all amounts requested) at any one time equal to such Lender's Tranche A
      Commitment minus such Lender's Tranche A Commitment Percentage of the sum
      of the Maximum Drawing Amount and all Unpaid Reimbursement Obligations,
      provided that the sum of the outstanding amount of the Tranche A Loans
      (after giving effect to all amounts requested) plus, the Maximum Drawing
      Amount and all Unpaid Reimbursement Obligations shall not at any time
      exceed the Total Tranche A Commitment at such time. The Tranche A Loans
      shall be made pro rata in accordance with each Lender's Tranche A
      Commitment Percentage. Each request for a Tranche A Loan hereunder shall
      constitute a representation and warranty by the Borrower that the
      conditions set forth in Section 11 and Section 12, in the case of the
      initial Tranche A Loans to be made on the Closing Date, and Section 12, in
      the case of all other Tranche A Loans, have been satisfied on the date of
      such request.

            2.1.2. TRANCHE B LOANS. Subject to the terms and conditions set
      forth in this Credit Agreement, each of the Lenders severally agrees to
      lend to the Borrower and the Borrower may borrow, repay, and reborrow from
      time to time from the Closing Date up to but not including the Tranche B
      Loan Maturity Date upon notice by the Borrower to the Administrative Agent
      given in accordance with Section 2.6.2, such sums as are requested by the
      Borrower up to a maximum aggregate amount outstanding (after giving effect
      to all amounts requested) at any one time equal to such Lender's Tranche B
      Commitment, provided that the sum of the outstanding amount of the Tranche
      B Loans (after giving effect to all amounts requested) shall not at any
      time exceed the Total Tranche B Commitment at such time. The Tranche B
      Loans shall be made pro rata in accordance with each Lender's Tranche B
      Commitment Percentage. Each request for a Tranche B Loan hereunder shall
      constitute a representation and warranty by the Borrower that the
      conditions set forth in Section 11 and Section 12, in the case of the
      initial Tranche B Loans to be made on the Closing Date, and Section 12, in
      the case of all other Tranche B Loans, have been satisfied on the date of
      such request.

      2.2. COMMITMENT FEE AND UTILIZATION FEE.

            2.2.1. TRANCHE A COMMITMENT FEE. The Borrower agrees to pay to the
      Administrative Agent for the accounts of the Lenders in accordance with
      their respective Tranche A Commitment Percentages a commitment fee (the
      "Tranche A Commitment Fee") calculated at the rate per annum of the
      Applicable Margin with respect to the Tranche A Commitment Fee as in
      effect from time to time on the average daily amount during each calendar
      quarter or portion thereof from the Closing Date to the Tranche A Loan
      Maturity Date by which the Total Tranche A Commitment exceeds the sum of
      the outstanding amount of Tranche A Loans and the Maximum Drawing Amount
      and all Unpaid Reimbursement Obligations during such calendar quarter. The
      Tranche A Commitment Fee shall be payable quarterly in arrears on the
      first day of each calendar quarter for the immediately preceding calendar
      quarter commencing on the first such date following the date hereof, with
      a final payment on the Tranche A Loan Maturity Date or any earlier date on
      which the Tranche A Commitments shall terminate.

<PAGE>
                                      -22-

            2.2.2. TRANCHE B COMMITMENT FEE. The Borrower agrees to pay to the
      Administrative Agent for the accounts of the Lenders in accordance with
      their respective Tranche B Commitment Percentages a commitment fee (the
      "Tranche B Commitment Fee") calculated at the rate per annum of the
      Applicable Margin with respect to the Tranche B Commitment Fee as in
      effect from time to time on the average daily amount during each calendar
      quarter or portion thereof from the Closing Date to the Tranche B Loan
      Maturity Date by which the Total Tranche B Commitment exceeds the
      outstanding amount of Tranche B Loans during such calendar quarter. The
      Tranche B Commitment Fee shall be payable quarterly in arrears on the
      first day of each calendar quarter for the immediately preceding calendar
      quarter commencing on the first such date following the date hereof, with
      a final payment on the Tranche B Loan Maturity Date or any earlier date on
      which the Tranche B Commitments shall terminate.

            2.2.3. UTILIZATION FEE. With respect to each day that the sum of the
      outstanding principal amount of the Loans plus the Maximum Drawing Amount
      and all Unpaid Reimbursement Obligations exceeds an amount equal to fifty
      percent (50%) of the Total Commitment in effect as of such day, the
      Borrower agrees to pay to the Administrative Agent, for the accounts of
      the Lenders in accordance with their respective Total Commitment
      Percentages, a utilization fee (the "Utilization Fee") calculated for each
      such day at a rate per annum equal to one-eighth of one percent (0.125%)
      on the sum of the outstanding principal amount of the Loans plus the
      Maximum Drawing Amount and all Unpaid Reimbursement Obligations on such
      day. The Utilization Fee shall be payable quarterly in arrears on the
      first day of each calendar quarter for the immediately preceding calendar
      quarter commencing on the first such date following the date hereof, with
      a final payment on the later of the Tranche A Loan Maturity Date and the
      Tranche B Loan Maturity Date, or on any earlier date on which both of the
      Total Tranche A Commitment and the Total Tranche B Commitment, shall
      terminate.

      2.3. REDUCTION OF COMMITMENTS.

            2.3.1. REDUCTION OF TRANCHE A TOTAL COMMITMENT. The Borrower shall
      have the right at any time and from time to time upon five (5) Business
      Days prior written notice to the Administrative Agent to reduce by
      $1,000,000 or an integral multiple thereof or to terminate entirely the
      Total Tranche A Commitment, whereupon the Tranche A Commitments of the
      Lenders shall be reduced pro rata in accordance with their respective
      Tranche A Commitment Percentages of the amount specified in such notice
      or, as the case may be, terminated. Promptly after receiving any notice of
      the Borrower delivered pursuant to this Section 2.3.1, the Administrative
      Agent will notify the Lenders of the substance thereof. Upon the effective
      date of any such reduction or termination, the Borrower shall pay to the
      Administrative Agent for the respective accounts of the Lenders the full
      amount of any Tranche A Commitment Fee then accrued on the amount of the
      reduction. No reduction or termination of the Tranche A Commitments may be
      reinstated.

            2.3.2. REDUCTION OF TRANCHE B TOTAL COMMITMENT. The Borrower shall
      have the right at any time and from time to time upon five (5) Business
      Days prior written notice to the Administrative Agent to reduce by
      $1,000,000 or an integral multiple thereof or to terminate entirely the
      Total Tranche B Commitment, whereupon the Tranche B Commitments of the
      Lenders shall be reduced pro rata in accordance with their respective
      Tranche B Commitment Percentages of the amount specified in such notice
      or, as the case may be, terminated. Promptly after receiving any notice of
      the Borrower delivered pursuant to this Section 2.3.2, the Administrative
      Agent will notify the Lenders of the substance thereof. Upon the effective
      date of any such reduction or termination, the Borrower shall pay to the
      Administrative Agent for the respective accounts of the Lenders the full
      amount of any Tranche B Commitment Fee then accrued on the

<PAGE>
                                      -23-

      amount of the reduction. No reduction or termination of the Tranche B
      Commitments may be reinstated.

      2.4. THE NOTES.

            2.4.1. THE TRANCHE A NOTES. The Tranche A Loans shall be evidenced
      by separate promissory notes of the Borrower in substantially the form of
      Exhibit A-1 hereto (each a "Tranche A Note"), dated as of the Closing Date
      (or such other date on which a Lender may become a party hereto in
      accordance with Section 15 hereof) and completed with appropriate
      insertions. One Tranche A Note shall be payable to the order of each
      Lender in a principal amount equal to such Lender's Tranche A Commitment
      or, if less, the outstanding amount of all Tranche A Loans made by such
      Lender, plus interest accrued thereon, as set forth below. The Borrower
      irrevocably authorizes each Lender to make or cause to be made, at or
      about the time of the Drawdown Date of any Tranche A Loan or at the time
      of receipt of any payment of principal on such Lender's Tranche A Note, an
      appropriate notation on such Lender's Tranche A Note Record reflecting the
      making of such Tranche A Loan or (as the case may be) the receipt of such
      payment. The outstanding amount of the Tranche A Loans set forth on such
      Lender's Tranche A Note Record shall be prima facie evidence of the
      principal amount thereof owing and unpaid to such Lender, but the failure
      to record, or any error in so recording, any such amount on such Lender's
      Tranche A Note Record shall not limit or otherwise affect the obligations
      of the Borrower hereunder or under any Tranche A Note to make payments of
      principal of or interest on any Tranche A Note when due.

            2.4.2. THE TRANCHE B NOTES. The Tranche B Loans shall be evidenced
      by separate promissory notes of the Borrower in substantially the form of
      Exhibit A-2 hereto (each a "Tranche B Note"), dated as of the Closing Date
      (or such other date on which a Lender may become a party hereto in
      accordance with Section 15 hereof) and completed with appropriate
      insertions. One Tranche B Note shall be payable to the order of each
      Lender in a principal amount equal to such Lender's Tranche B Commitment
      or, if less, the outstanding amount of all Tranche B Loans made by such
      Lender, plus interest accrued thereon, as set forth below. The Borrower
      irrevocably authorizes each Lender to make or cause to be made, at or
      about the time of the Drawdown Date of any Tranche B Loan or at the time
      of receipt of any payment of principal on such Lender's Tranche B Note, an
      appropriate notation on such Lender's Tranche B Note Record reflecting the
      making of such Tranche B Loan or (as the case may be) the receipt of such
      payment. The outstanding amount of the Tranche B Loans set forth on such
      Lender's Tranche B Note Record shall be prima facie evidence of the
      principal amount thereof owing and unpaid to such Lender, but the failure
      to record, or any error in so recording, any such amount on such Lender's
      Tranche B Note Record shall not limit or otherwise affect the obligations
      of the Borrower hereunder or under any Tranche B Note to make payments of
      principal of or interest on any Tranche B Note when due.

      2.5. INTEREST ON LOANS. Except as otherwise provided in Section 5.10,

            (a) Each Loan which is a Prime Rate Loan shall bear interest for the
      period commencing with the Drawdown Date thereof and ending on the last
      day of the Interest Period with respect thereto at the rate per annum
      equal to the Prime Rate plus the Applicable Margin with respect to Prime
      Rate Loans as in effect from time to time.

            (b) Each Tranche A LIBOR Rate Loan shall bear interest for the
      period commencing with the Drawdown Date thereof and ending on the last
      day of the LIBOR Rate determined for

<PAGE>
                                      -24-

      such Interest Period plus the Applicable Margin with respect to Tranche A
      LIBOR Rate Loans as in effect from time to time.

            (c) Each Tranche B LIBOR Rate Loan bear interest for the period
      commencing with the Drawdown Date thereof and ending on the last day of
      the Interest Period with respect thereto at the rate per annum equal to
      the LIBOR Rate determined for such Interest Period plus the Applicable
      Margin with respect to Tranche B LIBOR Rate Loans as in effect from time
      to time.

The Borrower promises to pay interest on each Loan in arrears on each Interest
Payment Date with respect thereto.

      2.6. REQUESTS FOR LOANS.

            2.6.1. TRANCHE A LOANS. The Borrower shall give to the
      Administrative Agent written notice in the form of Exhibit B hereto (or
      telephonic notice confirmed in a writing in the form of Exhibit B hereto)
      of each Tranche A Loan requested hereunder (a "Tranche A Loan Request"),
      which notices must be received by the Administrative Agent prior to 12:00
      noon (a) one (1) Business Day prior to the proposed Drawdown Date of any
      Tranche A Loan that is a Prime Rate Loan and (b) three (3) LIBOR Business
      Days prior to the proposed Drawdown Date of any Tranche A LIBOR Rate Loan.
      Each such notice shall specify (i) the principal amount of the Tranche A
      Loan requested, (ii) the proposed Drawdown Date of such Tranche A Loan,
      (iii) the Interest Period for such Tranche A Loan and (iv) the Type of
      such Tranche A Loan. Promptly upon receipt of any such notice, the
      Administrative Agent shall notify each of the Lenders thereof (which
      notice shall in any event be delivered to each Lender by 4:00 p.m. on such
      date). Each Tranche A Loan Request shall be irrevocable and binding on the
      Borrower and shall obligate the Borrower to accept the Tranche A Loan
      requested from the Lenders on the proposed Drawdown Date. Each Tranche A
      Loan Request shall be in a minimum aggregate amount of $1,000,000 or an
      integral multiple thereof.

            2.6.2. TRANCHE B LOANS. The Borrower shall give to the
      Administrative Agent written notice in the form of Exhibit B hereto (or
      telephonic notice confirmed in a writing in the form of Exhibit B hereto)
      of each Tranche B Loan requested hereunder (a "Tranche B Loan Request"),
      which notices must be received by the Administrative Agent prior to 12:00
      noon (a) one (1) Business Day prior to the proposed Drawdown Date of any
      Tranche B Loan that is a Prime Rate Loan and (b) three (3) LIBOR Business
      Days prior to the proposed Drawdown Date of any Tranche B LIBOR Rate Loan.
      Each such notice shall specify (i) the principal amount of the Tranche B
      Loan requested, (ii) the proposed Drawdown Date of such Tranche B Loan,
      (iii) the Interest Period for such Tranche B Loan and (iv) the Type of
      such Tranche B Loan. Promptly upon receipt of any such notice, the
      Administrative Agent shall notify each of the Lenders thereof (which
      notice shall in any event be delivered to each Lender by 4:00 p.m. on such
      date). Each Tranche B Loan Request shall be irrevocable and binding on the
      Borrower and shall obligate the Borrower to accept the Tranche B Loan
      requested from the Lenders on the proposed Drawdown Date. Each Tranche B
      Loan Request shall be in a minimum aggregate amount of $1,000,000 or an
      integral multiple thereof.

            2.6.3. SWING LINE; SETTLEMENT.

            (a) Notwithstanding the notice and minimum borrowing amount
      requirements set forth in Section 2.6.1 but otherwise in accordance with
      the terms and conditions of this Credit Agreement, the Administrative
      Agent may, at the Borrower's request and in the Administrative Agent's
      sole discretion and without conferring with the Lenders, make loans (each
      such loan, a

<PAGE>
                                      -25-

      "Swing Line Loan") to the Borrower for periods not to exceed seven (7)
      calendar days in any one case and in amounts not to exceed the Swingline
      Sublimit at any one time outstanding. Each Swing Line Loan may be made in
      an amount as requested by the Borrower; provided, however, the Borrower
      shall not use the proceeds of any Swing Line Loan to refinance any
      outstanding Swing Line Loan. The Borrower acknowledges and agrees that the
      making of such Swing Line Loan shall, in each case, be subject in all
      respects to the provisions of this Credit Agreement as if they were
      Tranche A Loans covered by a Tranche A Loan Request including, without
      limitation, the limitations set forth in Section 2.1.1 and the
      requirements that the applicable provisions of Section 11 (in the case of
      Tranche A Loans made on the Closing Date) and Section 12 be satisfied. All
      actions taken by the Administrative Agent pursuant to the provisions of
      this Section 2.6.3 shall be conclusive and binding on the Borrower and the
      Lenders absent the Administrative Agent's gross negligence or willful
      misconduct. Swing Line Loans made pursuant to this Section 2.6.3 shall be
      Prime Rate Loans and, prior to a Settlement, such interest shall be for
      the account of the Administrative Agent.

            (b) The Lenders shall effect Settlements on (i) the Business Day
      immediately following any day which the Administrative Agent gives written
      notice to the Lenders to effect a Settlement, (ii) the Business Day
      immediately following the Administrative Agent's becoming aware of the
      existence of any Default or Event of Default, (iii) the Tranche A Loan
      Maturity Date, (iv) on the third (3rd) Business Day following any date on
      which the Borrower requests a conversion of a Prime Rate Loan made
      pursuant to Section 2.6.3(a) into a LIBOR Rate Loan, and (v) in any event,
      the seventh (7th) calendar day on which any Swing Line Loans made by the
      Administrative Agent to the Borrower pursuant to Section 2.6.3(a) remains
      outstanding (each such date, a "Settlement Date"). On each Settlement
      Date, the Administrative Agent shall, not later than 11:00 a.m., give
      telephonic or facsimile notice (x) to the Lenders and the Borrower of the
      respective outstanding amount of Swing Line Loans made by the
      Administrative Agent to the Borrower pursuant to Section 2.6.3(a) from the
      immediately preceding Settlement Date through the close of business on the
      prior day and (y) to the Lenders of the amount (a "Settlement Amount")
      that each Lender (a "Settling Lender") shall pay to effect a Settlement of
      any Tranche A Loan made by the Administrative Agent to the Borrower
      pursuant to Section 2.6.3(a). A statement of the Administrative Agent
      submitted to the Lenders and the Borrower or to the Lenders with respect
      to any amounts owing under this Section 2.6.3 shall be prima facie
      evidence of the amount due and owing. Each Settling Lender shall, not
      later than 3:00 p.m. on such Settlement Date, effect a wire transfer of
      immediately available funds to the Administrative Agent in the amount of
      the Settlement Amount for such Settling Lender.

            (c) All funds advanced by any Lender as a Settling Lender pursuant
      to this Section 2.6.3 shall for all purposes be treated as a Tranche A
      Loan made by such Settling Lender to the Borrower and all funds received
      by any Lender pursuant to this Section 2.6.3 shall for all purposes be
      treated as repayment of amounts owed with respect to Tranche A Loans made
      by such Lender. In the event that any bankruptcy, reorganization,
      liquidation, receivership or similar cases or proceedings in which the
      Borrower is a debtor prevent a Settling Lender from making any Tranche A
      Loan to effect a Settlement as contemplated hereby, such Settling Lender
      will make such dispositions and arrangements with the other Lenders with
      respect to such Tranche A Loans, either by way of purchase of
      participations, distribution, pro tanto assignment of claims, subrogation
      or otherwise as shall result in each Lender's share of the outstanding
      Tranche A Loans being equal, as nearly as may be, to such Lender's Tranche
      A Commitment Percentage of the outstanding amount of all Tranche A Loans.

            (d) If any Settling Lender makes available to the Administrative
      Agent the Settlement amount due from such Settling Lender under this
      Section 2.6.3 after the relevant Settlement Date, such Settling Lender
      shall pay to the Administrative Agent on demand an amount equal to

<PAGE>
                                      -26-

      the product of (i) the average computed for the period referred to in
      clause (iii) below, of the weighted average interest rate paid by the
      Administrative Agent for federal funds acquired by the Administrative
      Agent during each day included in such period, times (ii) the amount of
      such Settlement Amount, times (iii) a fraction, the numerator of which is
      the number of days that elapse from and including such Settlement Date to
      the date on which the amount of such Settlement Amount shall become
      immediately available to the Administrative Agent, and the denominator of
      which is 360. A statement of the Administrative Agent submitted to such
      Settling Lender with respect to any amounts owing under this Section 2.6.3
      shall be prima facie evidence of the amount due and owing to the
      Administrative Agent by such Settling Lender. If such Settling Lender's
      Settlement Amount is not made available to the Administrative Agent by
      such Settling Lender within three (3) Business Days following such
      Settlement Date, the Administrative Agent shall be entitled to recover
      such amount from the Borrower on demand, with interest thereon at the rate
      per annum applicable to the Tranche A Loans as of such Settlement Date.

            (e) The failure or refusal of any Settling Lender to make available
      to the Administrative Agent at the aforesaid time and place on any
      Settlement Date the amount of such Settling Lender's Settlement Amount
      shall not (x) relieve any other Settling Lender from its several
      obligations hereunder to make available to the Administrative Agent the
      amount of such other Settling Lender's Settlement Amount or (y) impose
      upon any Lender, other than the Settling Lender so failing or refusing,
      any liability with respect to such failure or refusal or otherwise
      increase the Tranche A Loan Commitment of such other Lender.

      2.7. CONVERSION OPTIONS.

            2.7.1. CONVERSION TO DIFFERENT TYPE OF LOAN. The Borrower may elect
      from time to time to convert any outstanding Loan to a Loan of another
      Type, provided that (a) with respect to any such conversion of a LIBOR
      Rate Loan to a Prime Rate Loan, the Borrower shall give the Administrative
      Agent at least three (3) Business Days prior written notice of such
      election; (b) with respect to any such conversion of a Prime Rate Loan to
      a LIBOR Rate Loan, the Borrower shall give the Administrative Agent at
      least three (3) LIBOR Business Days prior written notice of such election;
      (c) with respect to any such conversion of a LIBOR Rate Loan into a Prime
      Rate Loan, such conversion shall be made on the last day of the Interest
      Period with respect thereto or such other day so long as the amounts
      required to be paid in accordance with Section 5.9 shall be paid at the
      time of any conversion that occurs on a day other than the last day of the
      Interest Period and (d) no Loan may be converted into a LIBOR Rate Loan
      when any Default or Event of Default has occurred and is continuing. On
      the date on which such conversion is being made each Lender shall take
      such action as is necessary to transfer its Tranche A Commitment
      Percentage and/or it Tranche B Commitment Percentage, as the case may be,
      of such Loans to its Domestic Lending Office or its LIBOR Lending Office,
      as the case may be. All or any part of outstanding Loans of any Type may
      be converted into a Loan of another Type as provided herein, provided that
      any partial conversion shall be in an aggregate principal amount of
      $1,000,000 or an integral multiple of $1,000,000 thereof. Each Conversion
      Request relating to the conversion of a Loan to a LIBOR Rate Loan shall be
      irrevocable by the Borrower.

            2.7.2. CONTINUATION OF TYPE OF LOAN. Any Loan of any Type may be
      continued as a Loan of the same Type upon the expiration of an Interest
      Period with respect thereto by compliance by the Borrower with the notice
      provisions contained in Section 2.7.1; provided that no LIBOR Rate Loan
      may be continued as such when any Default or Event of Default has occurred
      and is continuing, but shall be automatically converted to a Prime Rate
      Loan on the last day of the first Interest Period relating thereto ending
      during the continuance of any Default or Event of Default of which
      officers of the Administrative Agent active upon the Borrower's account
      have

<PAGE>
                                      -27-

      actual knowledge. In the event that the Borrower fails to provide any such
      notice with respect to the continuation of any LIBOR Rate Loan as such,
      then such LIBOR Rate Loan shall be automatically converted to a Prime Rate
      Loan on the last day of the first Interest Period relating thereto. The
      Administrative Agent shall notify the Lenders promptly when any such
      automatic conversion contemplated by this Section 2.7 is scheduled to
      occur.

            2.7.3. LIBOR RATE LOANS. Any conversion to or from LIBOR Rate Loans
      shall be in such amounts and be made pursuant to such elections so that,
      after giving effect thereto, the aggregate principal amount of all LIBOR
      Rate Loans having the same Interest Period shall not be less than
      $1,000,000 or an integral multiple thereof. No more than ten (10) LIBOR
      Rate Loans having different Interest Periods may be outstanding at any
      time.

      2.8. FUNDS FOR LOANS.

            2.8.1. FUNDING PROCEDURES. Not later than 12:00 noon on the proposed
      Drawdown Date of any Loan, each of the Lenders will make available to the
      Administrative Agent, at the Administrative Agent's Office, in immediately
      available funds, the amount of such Lender's Tranche A Commitment
      Percentage and/or Tranche B Commitment Percentage, as the case may be, of
      the amount of the requested Loans. Upon receipt from each Lender of such
      amount, and upon receipt of the documents required by Sections 11 and 12
      and the satisfaction of the other conditions set forth therein, to the
      extent applicable, the Administrative Agent will make available to the
      Borrower the aggregate amount of such Loans made available to the
      Administrative Agent by the Lenders. The failure or refusal of any Lender
      to make available to the Administrative Agent at the aforesaid time and
      place on any Drawdown Date the amount of its applicable Commitment
      Percentages of the requested Loans shall not relieve any other Lender from
      its several obligation hereunder to make available to the Administrative
      Agent the amount of such other Lender's applicable Commitment Percentages
      of any requested Loans.

            2.8.2. ADVANCES BY ADMINISTRATIVE AGENT. The Administrative Agent
      may, unless notified to the contrary by any Lender prior to a Drawdown
      Date, assume that such Lender has made available to the Administrative
      Agent on such Drawdown Date the amount of such Lender's applicable
      Commitment Percentages of the Loans to be made on such Drawdown Date, and
      the Administrative Agent may (but it shall not be required to), in
      reliance upon such assumption, make available to the Borrower a
      corresponding amount. If any Lender makes available to the Administrative
      Agent such amount on a date after such Drawdown Date, such Lender shall
      pay to the Administrative Agent on demand an amount equal to the product
      of (a) the average computed for the period referred to in clause (c)
      below, of the weighted average interest rate paid by the Administrative
      Agent for federal funds acquired by the Administrative Agent during each
      day included in such period, times (b) the amount of such Lender's
      applicable Commitment Percentages of such Loans, times (c) a fraction, the
      numerator of which is the number of days that elapse from and including
      such Drawdown Date to the date on which the amount of such Lender's
      applicable Commitment Percentages of such Loans shall become immediately
      available to the Administrative Agent, and the denominator of which is
      360. A statement of the Administrative Agent submitted to such Lender with
      respect to any amounts owing under this paragraph shall be prima facie
      evidence of the amount due and owing to the Administrative Agent by such
      Lender. If the amount of such Lender's applicable Commitment Percentages,
      as the case may be, of such Loans is not made available to the
      Administrative Agent by such Lender within three (3) Business Days
      following such Drawdown Date, the Administrative Agent shall be entitled
      to recover such amount from the Borrower on demand, with interest thereon
      at the rate per annum applicable to the Loans made on such Drawdown Date.

<PAGE>
                                      -28-

                           3. REPAYMENT OF THE LOANS.

      3.1. MATURITY OF THE LOANS.

            3.1.1. TRANCHE A LOANS. The Borrower promises to pay on the Tranche
      A Loan Maturity Date, and there shall become absolutely due and payable on
      the Tranche A Loan Maturity Date, all of the Tranche A Loans and Swing
      Line Loans outstanding on such date, together with any and all accrued and
      unpaid interest thereon.

            3.1.2. TRANCHE B LOANS. The Borrower promises to pay on the Tranche
      B Loan Maturity Date, and there shall become absolutely due and payable on
      the Tranche Loan Maturity Date, all of the Tranche B Loans outstanding on
      such date, together with any and all accrued and unpaid interest thereon.

      3.2. MANDATORY REPAYMENTS OF LOANS.

            3.2.1. TRANCHE A LOANS. If at any time the sum of the outstanding
      amount of the Tranche A Loans, the Swing Line Loans, the Maximum Drawing
      Amount and all Unpaid Reimbursement Obligations exceeds the Total Tranche
      A Commitment at such time then the Borrower shall immediately pay the
      amount of such excess to the Administrative Agent for the respective
      accounts of the Lenders for application: first, to any Unpaid
      Reimbursement Obligations; second, to the Tranche A Loans; and third, to
      provide to the Administrative Agent cash collateral for Reimbursement
      Obligations as contemplated by Section 4.2(b) and (c). Each payment of any
      Unpaid Reimbursement Obligations or prepayment of Tranche A Loans shall be
      allocated among the Lenders, in proportion, as nearly as practicable, to
      each Reimbursement Obligation or (as the case may be) the respective
      unpaid principal amount of each Lender's Tranche A Note, with adjustments
      to the extent practicable to equalize any prior payments or repayments not
      exactly in proportion.

            3.2.2. TRANCHE B LOANS. If at any time the sum of the outstanding
      amount of the Tranche B Loans exceeds the Total Tranche B Commitment at
      such time then the Borrower shall immediately pay the amount of such
      excess to the Administrative Agent for the respective accounts of the
      Lenders for application to the Tranche B Loans. Each prepayment of Tranche
      B Loans shall be allocated among the Lenders, in proportion, as nearly as
      practicable, to the unpaid principal amount of each Lender's Tranche B
      Note, with adjustments to the extent practicable to equalize any prior
      payments or repayments not exactly in proportion.

      3.3. OPTIONAL REPAYMENTS OF LOANS. The Borrower shall have the right, at
its election, to repay the outstanding amount of the Loans, as a whole or in
part, at any time without penalty or premium, provided that any full or partial
prepayment of the outstanding amount of any LIBOR Rate Loans pursuant to this
Section 3.3 may be made on the last day of the Interest Period relating thereto
or such other day so long as the amounts required to be paid in accordance with
Section 5.9 shall be paid at the time of any such prepayment that occurs on a
day other than the last day of the Interest Period. The Borrower shall give the
Administrative Agent, no later than 10:00 a.m. at least one (1) Business Days
prior written notice of any proposed prepayment pursuant to this Section 3.3 of
Prime Rate Loans, and three (3) LIBOR Business Days notice of any proposed
prepayment pursuant to this Section 3.3 of LIBOR Rate Loans, in each case
specifying the proposed date of prepayment of Loans and the principal amount to
be prepaid. Each such partial prepayment of the Loans shall be in an integral
multiple of $1,000,000, shall be accompanied by the payment of accrued interest
on the principal prepaid to the date of prepayment and shall be applied, in the
absence of instruction by the Borrower, first to the principal of Prime Rate
Loans and then to the principal of LIBOR Rate Loans. Each partial prepayment
shall be allocated among the Lenders, in proportion, as

<PAGE>
                                      -29-

nearly as practicable, to the respective unpaid principal amount of each
Lender's Tranche A Note and/or Tranche B Note, as the case may be, with
adjustments to the extent practicable to equalize any prior repayments not
exactly in proportion.

                              4. LETTERS OF CREDIT.

      4.1. LETTER OF CREDIT COMMITMENTS.

            4.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject to the terms
      and conditions hereof and the execution and delivery by the Borrower of a
      letter of credit application on the Issuing Lender's customary form (a
      "Letter of Credit Application"), the Issuing Lender on behalf of the
      Lenders and in reliance upon the agreement of the Lenders set forth in
      Section 4.1.4 and upon the representations and warranties of the Borrower
      contained herein, agrees, in its individual capacity, to issue, extend and
      renew for the account of the Borrower one or more standby or documentary
      letters of credit (individually, a "Letter of Credit"), in such form as
      may be requested from time to time by the Borrower and agreed to by the
      Issuing Lender; provided, however, that, after giving effect to such
      request, (a) the sum of the aggregate Maximum Drawing Amount and all
      Unpaid Reimbursement Obligations shall not exceed $25,000,000 at any one
      time and (b) the sum of (i) the Maximum Drawing Amount on all Letters of
      Credit, (ii) all Unpaid Reimbursement Obligations, and (iii) the amount of
      all Tranche A Loans and Swing Line Loans outstanding shall not exceed the
      Total Tranche A Commitment at such time. Notwithstanding the foregoing,
      the Administrative Agent shall have no obligation to issue any Letter of
      Credit to support or secure any Indebtedness of the Borrower or any of its
      Subsidiaries to the extent that such Indebtedness was incurred prior to
      the proposed issuance date of such Letter of Credit, other than to replace
      existing letters of credit issued for the account of the Borrower or any
      of its Subsidiaries or to secure the reimbursement obligations of the
      Borrower or any of its Subsidiaries with respect to existing letters of
      credit.

            4.1.2. LETTER OF CREDIT APPLICATIONS. Each Letter of Credit
      Application shall be completed to the satisfaction of the Issuing Lender.
      In the event that any provision of any Letter of Credit Application shall
      be inconsistent with any provision of this Credit Agreement, then the
      provisions of this Credit Agreement shall, to the extent of any such
      inconsistency, govern.

            4.1.3. TERMS OF LETTERS OF CREDIT. Each Letter of Credit issued,
      extended or renewed hereunder shall, among other things, (a) provide for
      the payment of sight drafts for honor thereunder when presented in
      accordance with the terms thereof and when accompanied by the documents
      described therein, and (b) have an expiry date no later than the date
      which is fourteen (14) days (or, if the Letter of Credit is confirmed by a
      confirmer or otherwise provides for one or more nominated persons,
      forty-five (45) days) prior to the Tranche A Loan Maturity Date. Each
      Letter of Credit so issued, extended or renewed shall be subject to the
      Uniform Customs and Practice for Documentary Credits (1993 Revision),
      International Chamber of Commerce Publication No. 500 or any successor
      version thereto adopted by the Administrative Agent in the ordinary course
      of its business as a letter of credit issuer and in effect at the time of
      issuance of such Letter of Credit (the "Uniform Customs") or, in the case
      of a standby Letter of Credit, either the Uniform Customs or the
      International Standby Practices (ISP98), International Chamber of Commerce
      Publication No. 590, or any successor code of standby letter of credit
      practices among banks adopted by the Issuing Lender in the ordinary course
      of its business as a standby letter of credit issuer and in effect at the
      time of issuance of such Letter of Credit.

            4.1.4. REIMBURSEMENT OBLIGATIONS OF LENDERS. Each Lender severally
      agrees that it shall be absolutely liable, without regard to the
      occurrence of any Default or Event of Default or

<PAGE>
                                      -30-

      any other condition precedent whatsoever, to the extent of such Lender's
      Tranche A Commitment Percentage, to reimburse the Issuing Lender by
      payment to the Administrative Agent on demand by the Issuing Lender for
      the amount of each draft paid by the Issuing Lender under each Letter of
      Credit to the extent that such amount is not reimbursed by the Borrower
      pursuant to Section 4.2 (such agreement for a Lender being called herein
      the "Letter of Credit Participation" of such Lender).

            4.1.5. PARTICIPATIONS OF LENDERS. Each such payment made by a Lender
      shall be treated as the purchase by such Lender of a participating
      interest in the Borrower's Reimbursement Obligation under Section 4.2 in
      an amount equal to such payment. Each Lender shall share in accordance
      with its participating interest in any interest which accrues pursuant to
      Section 4.2.

      4.2. REIMBURSEMENT OBLIGATION OF THE BORROWER. In order to induce the
Issuing Lender to issue, extend and renew each Letter of Credit and the Lenders
to participate therein, the Borrower hereby agrees to reimburse or pay to the
Issuing Lender through the Administrative Agent, for the account of the Issuing
Lender or (as the case may be) the Lenders, with respect to each Letter of
Credit issued, extended or renewed by the Issuing Lender hereunder,

            (a) except as otherwise expressly provided in Section 4.2(b) and
      (c), on each date that any draft presented under such Letter of Credit is
      honored by the Issuing Lender, or the Issuing Lender otherwise makes a
      payment with respect thereto, (i) the amount paid by the Issuing Lender
      under or with respect to such Letter of Credit, and (ii) the amount of any
      taxes, fees, charges or other costs and expenses whatsoever incurred by
      the Issuing Lender or any Lender in connection with any payment made by
      the Issuing Lender or any Lender under, or with respect to, such Letter of
      Credit,

            (b) upon the reduction (but not termination) of the Total Tranche A
      Commitment to an amount less than the Maximum Drawing Amount, an amount
      equal to such difference, which amount shall be held by the Administrative
      Agent for the benefit of the Lenders and the Issuing Lender as cash
      collateral for all Reimbursement Obligations, and

            (c) upon the termination of the Total Tranche A Commitment, or the
      acceleration of the Reimbursement Obligations with respect to all Letters
      of Credit in accordance with Section 13, an amount equal to the then
      Maximum Drawing Amount on all Letters of Credit, which amount shall be
      held by the Administrative Agent for the benefit of the Lenders and the
      Issuing Lender as cash collateral for all Reimbursement Obligations.

Each such payment shall be made to the Administrative Agent at the
Administrative Agent's Office in immediately available funds. Interest on any
and all amounts remaining unpaid by the Borrower under this Section 4.2 at any
time from the date such amounts become due and payable (whether as stated in
this Section 4.2, by acceleration or otherwise) until payment in full (whether
before or after judgment) shall be payable to the Administrative Agent on demand
by the Issuing Lender at the rate specified in Section 5.10 for overdue
principal on the Tranche A Loans.

      4.3. LETTER OF CREDIT PAYMENTS. If any draft shall be presented or other
demand for payment shall be made under any Letter of Credit, the Issuing Lender
shall notify the Borrower of the date and amount of the draft presented or
demand for payment and of the date and time when it expects to pay such draft or
honor such demand for payment. If the Borrower fails to reimburse the Issuing
Lender as provided in Section 4.2 on or before the date that such draft is paid
or other payment is made by the Issuing Lender, the Issuing Lender may at any
time thereafter notify the Administrative Agent and the Lenders of the amount of
any such Unpaid Reimbursement Obligation. No later than 3:00 p.m. on the
Business Day next following the receipt of such notice, each Lender shall make
available to the Issuing Lender, at the

<PAGE>
                                      -31-

Administrative Agent's Office, in immediately available funds, such Lender's
Tranche A Commitment Percentage of such Unpaid Reimbursement Obligation,
together with an amount equal to the product of (a) the average, computed for
the period referred to in clause (c) below, of the weighted average interest
rate paid by the Issuing Lender for federal funds acquired by the Issuing Lender
during each day included in such period, times (b) the amount equal to such
Lender's Tranche A Commitment Percentage of such Unpaid Reimbursement
Obligation, times (c) a fraction, the numerator of which is the number of days
that elapse from and including the date the Administrative Agent paid the draft
presented for honor or otherwise made payment to the date on which such Lender's
Tranche A Commitment Percentage of such Unpaid Reimbursement Obligation shall
become immediately available to the Issuing Lender, and the denominator of which
is 360. The responsibility of the Issuing Lender to the Borrower and the Lenders
shall be only to determine that the documents (including each draft) delivered
under each Letter of Credit in connection with such presentment shall be in
conformity in all material respects with such Letter of Credit.

      4.4. OBLIGATIONS ABSOLUTE. The Borrower's obligations under this Section 4
shall be absolute and unconditional under any and all circumstances and
irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any setoff, counterclaim or defense to payment
which the Borrower may have or have had against the Issuing Lender, any Lender
or any beneficiary of a Letter of Credit. The Borrower further agrees with the
Issuing Lender and the Lenders that the Issuing Lender and the Lenders shall not
be responsible for, and the Borrower's Reimbursement Obligations under Section
4.2 shall not be affected by, among other things, the validity or genuineness of
documents or of any endorsements thereon, even if such documents should in fact
prove to be in any or all respects invalid, fraudulent or forged, or any dispute
between or among the Borrower, the beneficiary of any Letter of Credit or any
financing institution or other party to which any Letter of Credit may be
transferred or any claims or defenses whatsoever of the Borrower against the
beneficiary of any Letter of Credit or any such transferee. The Issuing Lender
and the Lenders shall not be liable for any error, omission, interruption or
delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit. The Borrower agrees that
any action taken or omitted by the Issuing Lender or any Lender under or in
connection with each Letter of Credit and the related drafts and documents, if
done in good faith, shall be binding upon the Borrower and shall not result in
any liability on the part of the Issuing Lender or any Lender to the Borrower.
Nothing contained in this Section 4.4 shall in any manner limit or otherwise
affect any claims the Borrower may have against the Issuing Lender arising from
gross negligence or willful misconduct of the Issuing Lender.

      4.5. RELIANCE BY ISSUER. To the extent not inconsistent with Section 4.4,
the Issuing Lender shall be entitled to rely, and shall be fully protected in
relying upon, any Letter of Credit, draft, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel, independent accountants and
other experts selected by the Issuing Lender. The Issuing Lender shall be fully
justified in failing or refusing to take any action under this Credit Agreement
unless it shall first have received such advice or concurrence of the Required
Lenders as it reasonably deems appropriate or it shall first be indemnified to
its reasonable satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The Issuing Lender shall in all cases be fully protected in
acting, or in refraining from acting, under this Credit Agreement in accordance
with a request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon the Lenders and all future
holders of the Tranche A Notes or of a Letter of Credit Participation.

      4.6. LETTER OF CREDIT FEE. The Borrower shall, on the date of issuance or
any extension or renewal of any Letter of Credit pay a fee (in each case, a
"Letter of Credit Fee") to the Issuing Lender

<PAGE>
                                      -32-

through the Administrative Agent (a) in respect of each standby Letter of Credit
an amount equal to the Applicable Margin per annum with respect to Letter of
Credit Fees of the face amount of such standby Letter of Credit, for the
accounts of the Lenders in accordance with their respective Tranche A Commitment
Percentages and (b) in respect of each commercial Letter of Credit an amount
equal to the Applicable Margin per annum with respect to Letter of Credit Fees
on the face amount of such documentary Letter of Credit for the accounts of the
Lenders in accordance with their respective Tranche A Commitment Percentages. In
respect of each Letter of Credit, the Borrower shall also pay to the
Administrative Agent for the Issuing Lender's account, at such other time or
times as such charges are customarily made by the Issuing Lender, the Issuing
Lender's customary issuance, amendment, negotiation or document examination and
other administrative fees as in effect from time to time.

                         5. CERTAIN GENERAL PROVISIONS.

      5.1. FEES. The Borrower shall pay to (a) the Administrative Agent, for its
own account, fees in the amounts and at the times specified in the Fee Letter
and (b) the Administrative Agent, for the pro rata accounts of the Lenders, such
fees as shall have been separately agreed upon in writing in the amounts and at
the times specified. Such fees referred to in subsection (a) and (b) above shall
be fully earned when paid and shall not be refundable for any reason whatsoever.

      5.2. FUNDS FOR PAYMENTS.

            5.2.1. PAYMENTS TO ADMINISTRATIVE AGENT. All payments of principal,
      interest, Reimbursement Obligations, Fees and any other amounts due
      hereunder or under any of the other Loan Documents shall be made on the
      due date thereof to the Administrative Agent in Dollars, for the
      respective accounts of the Lenders and the Administrative Agent, at the
      Administrative Agent's Office or at such other place that the
      Administrative Agent may from time to time designate, in each case at or
      about 11:00 a.m. and in immediately available funds.

            5.2.2. NO OFFSET, ETC. All payments by the Borrower hereunder and
      under any of the other Loan Documents shall be made without recoupment,
      setoff or counterclaim and free and clear of and without deduction for any
      taxes, levies, imposts, duties, charges, fees, deductions, withholdings,
      compulsory loans, restrictions or conditions of any nature now or
      hereafter imposed or levied by any jurisdiction or any political
      subdivision thereof or taxing or other authority therein unless the
      Borrower is compelled by law to make such deduction or withholding.
      Subject to the provisions of Section 5.2.3 hereof, if any such obligation
      is imposed upon the Borrower with respect to any amount payable by it
      hereunder or under any of the other Loan Documents, the Borrower will pay
      to the Administrative Agent, for the account of the Lenders or (as the
      case may be) the Administrative Agent, on the date on which such amount is
      due and payable hereunder or under such other Loan Document, such
      additional amount in Dollars as shall be necessary to enable the Lenders
      or the Administrative Agent to receive the same net amount which the
      Lenders or the Administrative Agent would have received on such due date
      had no such obligation been imposed upon the Borrower. The Borrower will
      deliver promptly to the Administrative Agent certificates or other valid
      vouchers for all taxes or other charges deducted from or paid with respect
      to payments made by the Borrower hereunder or under such other Loan
      Document.

            5.2.3. NON-U.S. LENDERS. Each Lender and the Administrative Agent
      that is not a U.S. Person as defined in Section 7701(a)(30) of the Code
      for federal income tax purposes (a "Non-U.S. Lender") hereby agrees that
      prior to the date of the first payment by the Borrower hereunder to be
      made to such Lender or the Administrative Agent or for such Lender's or
      the Administrative Agent's account, it shall deliver to the Borrower and
      the Administrative Agent, as applicable,
<PAGE>

                                     - 33 -

         such certificates, documents or other evidence, as and when required by
         the Code or Treasury Regulations issued pursuant thereto, including (a)
         in the case of a Non-U.S. Lender that is a "bank" for purposes of
         Section 881(c)(3)(A) of the Code, two (2) duly completed copies of
         Internal Revenue Service Form W-8BEN or Form W-8ECI and any other
         certificate or statement of exemption required by Treasury Regulations,
         or any subsequent versions thereof or successors thereto, properly
         completed and duly executed by such Lender or the Administrative Agent
         establishing that with respect to payments of principal, interest or
         fees hereunder it is (i) not subject to United States federal
         withholding tax under the Code because such payment is effectively
         connected with the conduct by such Lender or Administrative Agent of a
         trade or business in the United States or (ii) totally exempt from
         United States federal withholding tax under a provision of an
         applicable tax treaty and (b) in the case of a Non-U.S. Lender that is
         not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a
         certificate in form and substance reasonably satisfactory to the
         Administrative Agent and the Borrower and to the effect that (i) such
         Non-U.S. Lender is not a "bank" for purposes of Section 881(c)(3)(A) of
         the Code, is not subject to regulatory or other legal requirements as a
         bank in any jurisdiction, and has not been treated as a bank for
         purposes of any tax, securities law or other filing or submission made
         to any governmental authority, any application made to a rating agency
         or qualification for any exemption from any tax, securities law or
         other legal requirements, (ii) is not a ten (10) percent shareholder
         for purposes of Section 881(c)(3)(B) of the Code and (iii) is not a
         controlled foreign corporation receiving interest from a related person
         for purposes of Section 881(c)(3)(C) of the Code, together with a
         properly completed Internal Revenue Service Form W-8 or W-9, as
         applicable (or successor forms). Each Lender or the Administrative
         Agent agrees that it shall, promptly upon a change of its lending
         office or the selection of any additional lending office, to the extent
         the forms previously delivered by it pursuant to this section are no
         longer effective, and promptly upon the Borrower's or the
         Administrative Agent's reasonable request after the occurrence of any
         other event (including the passage of time) requiring the delivery of a
         Form W-8BEN, Form W-8ECI, Form W-8 or W-9 in addition to or in
         replacement of the forms previously delivered, deliver to the Borrower
         and the Administrative Agent, as applicable, a properly completed and
         executed Form W-8BEN, Form W-8ECI, Form W-8 or W-9, as applicable (or
         any successor forms thereto). The Borrower shall not be required to pay
         any additional amounts to any Non-U.S. Lender in respect of United
         States federal withholding tax pursuant to Section 5.2.2 above to the
         extent that the obligation to pay such additional amounts would not
         have arisen but for a failure by such Non-U.S. Lender to comply with
         the provisions of this Section 5.2.3; provided, however, that the
         foregoing shall not relieve the Borrower of its obligation to pay
         additional amounts pursuant to Section 5.2.2 in the event that, as a
         result of any change in any applicable law, treaty or governmental
         rule, regulation or order, or any change in interpretation,
         administration or application thereof, a Non-US Lender that was
         previously entitled to receive all payments under this Credit Agreement
         and the Notes without deduction or withholding of any United States
         federal income taxes is no longer properly entitled to deliver forms,
         certificates or other evidence at a subsequent date establishing the
         fact that such Lender is not subject to withholding.

         5.3.     COMPUTATIONS. All computations of interest on the LIBOR Rate
Loans and of Fees shall, unless otherwise expressly provided herein, be based on
a 360-day year and paid for the actual number of days elapsed. All computations
of interest on Prime Rate Loans shall, unless otherwise expressly provided
herein, be based on a 365 or 366, as the case may be, day year and paid for the
actual number of days elapsed. Except as otherwise provided in the definition of
the term "Interest Period" with respect to LIBOR Rate Loans, whenever a payment
hereunder or under any of the other Loan Documents becomes due on a day that is
not a Business Day, the due date for such payment shall be extended to the next
succeeding Business Day, and interest shall accrue during such extension. The
outstanding amount of the Loans as reflected on the Tranche A Note Records and
the Tranche B Note Records from time to time shall be considered correct and
binding on the Borrower unless within five (5) Business Days after receipt

<PAGE>

                                     - 34 -

of any notice delivered to the Borrower by the Administrative Agent or any of
the Lenders of such outstanding amount, the Borrower shall notify the
Administrative Agent or such Lender to the contrary.

         5.4.     INABILITY TO DETERMINE LIBOR RATE. In the event, prior to the
commencement of any Interest Period relating to any LIBOR Rate Loan, the
Administrative Agent shall determine or be notified by the Required Lenders that
(a) adequate and reasonable methods do not exist for ascertaining the LIBOR Rate
that would otherwise determine the rate of interest to be applicable to any
LIBOR Rate Loan during any Interest Period or (b) the LIBOR Rate determined or
to be determined for such Interest Period will not adequately and fairly reflect
the cost to the Lenders of making or maintaining their LIBOR Rate Loans during
such period, the Administrative Agent shall forthwith give notice of such
determination (which shall be conclusive and binding on the Borrower and the
Lenders) to the Borrower and the Lenders. In such event (i) any Loan Request or
Conversion Request with respect to LIBOR Rate Loans shall be automatically
withdrawn and shall be deemed a request for Prime Rate Loans, (ii) each LIBOR
Rate Loan will automatically, on the last day of the then current Interest
Period relating thereto, become a Prime Rate Loan, and (iii) the obligations of
the Lenders to make LIBOR Rate Loans shall be suspended until the Administrative
Agent or the Required Lenders determine that the circumstances giving rise to
such suspension no longer exist, whereupon the Administrative Agent or, as the
case may be, the Administrative Agent upon the instruction of the Required
Lenders, shall so notify the Borrower and the Lenders.

         5.5.     ILLEGALITY. Notwithstanding any other provisions herein, if
any present or future law, regulation, treaty or directive or the interpretation
or application thereof shall make it unlawful for any Lender to make or maintain
LIBOR Rate Loans, such Lender shall forthwith give notice of such circumstances
to the Borrower and the other Lenders and thereupon (a) the commitment of such
Lender to make LIBOR Rate Loans or convert Prime Rate Loans to LIBOR Rate Loans
shall forthwith be suspended and (b) such Lender's Loans then outstanding as
LIBOR Rate Loans, if any, shall be converted automatically to Prime Rate Loans
on the last day of each Interest Period applicable to such LIBOR Rate Loans or
within such earlier period as may be required by law. The Borrower hereby agrees
promptly to pay the Administrative Agent for the account of such Lender, upon
demand by such Lender, any additional amounts necessary to compensate such
Lender for any costs incurred by such Lender in making any conversion in
accordance with this Section 5.5, including any interest or fees payable by such
Lender to lenders of funds obtained by it in order to make or maintain its LIBOR
Rate Loans hereunder.

         5.6.     ADDITIONAL COSTS, ETC. If any future applicable law or any
change in any present law, which expression, as used herein, includes statutes,
rules and regulations thereunder and interpretations thereof by any competent
court or by any governmental or other regulatory body or official charged with
the administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise issued to any Lender or the Administrative Agent by any central bank
or other fiscal, monetary or other authority (whether or not having the force of
law), shall:

                  (a)      subject any Lender or the Administrative Agent to any
         tax, levy, impost, duty, charge, fee, deduction or withholding of any
         nature with respect to this Credit Agreement, the other Loan Documents,
         any Letters of Credit, such Lender's Commitment or the Loans (other
         than taxes based upon or measured by the income or profits of such
         Lender or the Administrative Agent), or

                  (b)      materially change the basis of taxation (except for
         changes in taxes on income or profits) of payments to any Lender of the
         principal of or the interest on any Loans or any other amounts payable
         to any Lender or the Administrative Agent under this Credit Agreement
         or any of the other Loan Documents, or

<PAGE>
                                     - 35 -

                  (c)      impose or increase or render applicable (other than
         to the extent specifically provided for elsewhere in this Credit
         Agreement) any special deposit, reserve, assessment, liquidity, capital
         adequacy or other similar requirements (whether or not having the force
         of law) against assets held by, or deposits in or for the account of,
         or loans by, or letters of credit issued by, or commitments of an
         office of any Lender, or

                  (d)      impose on any Lender or the Administrative Agent any
         other conditions or requirements with respect to this Credit Agreement,
         the other Loan Documents, any Letters of Credit, the Loans, such
         Lender's Commitment, or any class of loans, letters of credit or
         commitments of which any of the Loans or such Lender's Commitment forms
         a part, and the result of any of the foregoing is

                           (i)      to increase the cost to any Lender of
                  making, funding, issuing, renewing, extending or maintaining
                  any of the Loans or such Lender's Commitment or any Letter of
                  Credit, or

                           (ii)     to reduce the amount of principal, interest,
                  Reimbursement Obligation or other amount payable to such
                  Lender or the Administrative Agent hereunder on account of
                  such Lender's Commitment, any Letter of Credit or any of the
                  Loans, or

                           (iii)    to require such Lender or the Administrative
                  Agent to make any payment or to forego any interest or
                  Reimbursement Obligation or other sum payable hereunder, the
                  amount of which payment or foregone interest or Reimbursement
                  Obligation or other sum is calculated by reference to the
                  gross amount of any sum receivable or deemed received by such
                  Lender or the Administrative Agent from the Borrower
                  hereunder,

then, and in each such case, the Borrower will, upon demand made by such Lender
or (as the case may be) the Administrative Agent at any time and from time to
time and as often as the occasion therefor may arise, pay to such Lender or the
Administrative Agent such additional amounts as will be sufficient to compensate
such Lender or the Administrative Agent for such additional cost, reduction,
payment or foregone interest or Reimbursement Obligation or other sum.

         5.7.     CAPITAL ADEQUACY. If any Lender or the Administrative Agent
determines that (a) the adoption of, change in or interpretation of any law,
governmental rule, regulation, policy, guideline or directive after the date
hereof (whether or not having the force of law) regarding capital requirements
for banks or bank holding companies or any change in the interpretation or
application thereof by a Governmental Authority with appropriate jurisdiction,
or (b) compliance by such Lender or the Administrative Agent or any corporation
Controlling such Lender or the Administrative Agent with any such law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) of any such entity regarding capital adequacy, has the
effect of reducing the return on such Lender's or the Administrative Agent's
commitment with respect to any Loans to a level below that which such Lender or
the Administrative Agent could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or the Administrative
Agent's then existing policies with respect to capital adequacy and assuming
full utilization of such entity's capital) by any amount deemed by such Lender
or (as the case may be) the Administrative Agent to be material, then such
Lender or the Administrative Agent may notify the Borrower of such fact. To the
extent that the amount of such reduction in the return on capital is not
reflected in the Prime Rate, the Borrower agrees to pay such Lender or (as the
case may be) the Administrative Agent for the amount of such reduction in the
return on capital as and when such reduction is determined upon presentation by
such Lender or (as the case may be) the Administrative Agent of a certificate in
accordance with Section 5.8 hereof. Each Lender shall allocate such cost
increases among its customers in good faith and on an equitable basis.

<PAGE>
                                     - 36 -

         5.8.     CERTIFICATE. A certificate setting forth any additional
amounts payable pursuant to Sections 5.6 or 5.7 and a brief explanation of such
amounts which are due, submitted by any Lender or the Administrative Agent to
the Borrower, shall be conclusive, absent manifest error, that such amounts are
due and owing.

         5.9.     INDEMNITY. The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from and against any loss, cost or expense that such
Lender may sustain or incur as a consequence of (a) default by the Borrower in
payment of the principal amount of or any interest on any LIBOR Rate Loans as
and when due and payable, including any such loss or expense arising from
interest or fees payable by such Lender to lenders of funds obtained by it in
order to maintain its LIBOR Rate Loans, (b) default by the Borrower in making a
borrowing or conversion after the Borrower has given (or is deemed to have
given) a Loan Request or a Conversion Request relating thereto in accordance
with Section 2.6 or Section 2.7 or (c) the making of any payment of a LIBOR Rate
Loan or the making of any conversion of any such Loan to a Prime Rate Loan on a
day that is not the last day of the applicable Interest Period with respect
thereto, including interest or fees payable by such Lender to lenders of funds
obtained by it in order to maintain any such Loans.

         5.10.    INTEREST AFTER DEFAULT. Immediately upon the occurrence and
during the continuance of any payment Default hereunder and, upon the request of
the Required Lenders, during the continuance of any other Default or Event of
Default, the Borrower shall pay interest on the principal amount of all
outstanding Obligations at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable laws.

         5.11.    REPLACEMENT OF LENDERS. If any Lender (an "Affected Lender")
makes demand upon the Borrower for (or if the Borrower is otherwise required to
pay) amounts pursuant to Sections 5.6 or 5.7, the Borrower may, so long as no
Default or Event of Default has occurred and is then continuing, within ninety
(90) days of receipt of such demand or notice (or the occurrence of such other
event causing the Borrower to be required to pay such compensation), as the case
may be, by notice in writing to the Administrative Agent and such Affected
Lender (a) request the Affected Lender to cooperate with the Borrower in
obtaining a replacement Lender satisfactory to the Administrative Agent and the
Borrower (the "Replacement Lender"); (b) request the non-Affected Lenders to
acquire and assume all of the Affected Lender's Loans and Commitment as provided
herein, but none of such Lenders shall be under an obligation to do so; or (c)
designate a Replacement Lender approved by the Administrative Agent, such
approval not to be unreasonably withheld or delayed. If any satisfactory
Replacement Lender shall be obtained, and/or if any one or more of the
non-Affected Lenders shall agree to acquire and assume all of the Affected
Lender's Loans and Commitment, then such Affected Lender shall assign, in
accordance with Section 15, all of its Commitment, Loans, Letter of Credit
Participations, Notes and other rights and obligations under this Credit
Agreement and all other Loan Documents to such Replacement Lender or
non-Affected Lenders, as the case may be, in exchange for payment of the
principal amount so assigned and all interest and fees accrued on the amount so
assigned, plus all other Obligations then due and payable to the Affected
Lender; provided, however, that (i) such assignment shall be without recourse,
representation or warranty and shall be on terms and conditions reasonably
satisfactory to such Affected Lender and such Replacement Lender and/or
non-Affected Lenders, as the case may be, and (ii) prior to any such assignment,
the Borrower shall have paid to such Affected Lender all amounts properly
demanded and unreimbursed under Sections 5.6 and 5.7. Upon the effective date of
such assignment, the Borrower shall issue replacement Notes to such Replacement
Lender and/or non-Affected Lenders, as the case may be, and such institution
shall become a "Lender" for all purposes under this Credit Agreement and the
other Loan Documents.

<PAGE>
                                     - 37 -

                           6.       SUBSIDIARY GUARANTIES.

The Obligations shall be guaranteed pursuant to the terms of the Subsidiary
Guaranties.

                  7.       REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Lenders and the Administrative Agent
as follows:

         7.1.     CORPORATE AUTHORITY.

                  7.1.1.   INCORPORATION; GOOD STANDING. Each of the Borrower
         and its Subsidiaries (a) is a corporation (or similar business entity)
         duly organized, validly existing and in good standing under the laws of
         its jurisdiction of incorporation or formation, (b) has all requisite
         corporate (or the equivalent company) power to own its property and
         conduct its business as now conducted and as presently contemplated,
         and (c) is in good standing as a foreign corporation (or similar
         business entity) and is duly authorized to do business in each
         jurisdiction where such qualification is necessary except where a
         failure to be so qualified would not have a Material Adverse Effect.

                  7.1.2.   AUTHORIZATION. The execution, delivery and
         performance of this Credit Agreement and the other Loan Documents to
         which the Borrower or any of its Subsidiaries is or is to become a
         party and the transactions contemplated hereby and thereby (a) are
         within the corporate (or the equivalent company) authority of such
         Person, (b) have been duly authorized by all necessary corporate (or
         the equivalent company) proceedings, (c) do not and will not conflict
         with or result in any breach or contravention of any provision of law,
         statute, rule or regulation to which the Borrower or any of its
         Subsidiaries is subject or any judgment, order, writ, injunction,
         license or permit of any Governmental Authority applicable to the
         Borrower or any of its Subsidiaries and (d) do not conflict with any
         provision of the Governing Documents of, or any agreement or other
         instrument binding upon, the Borrower or any of its Subsidiaries.

                  7.1.3.   ENFORCEABILITY. The execution and delivery of this
         Credit Agreement and the other Loan Documents to which the Borrower or
         any of its Subsidiaries is or is to become a party will result in valid
         and legally binding obligations of such Person enforceable against it
         in accordance with the respective terms and provisions hereof and
         thereof, except as enforceability is limited by bankruptcy, insolvency,
         reorganization, moratorium or other laws relating to or affecting
         generally the enforcement of creditors' rights and except to the extent
         that availability of the remedy of specific performance or injunctive
         relief is subject to the discretion of the court before which any
         proceeding therefor may be brought.

         7.2.     GOVERNMENTAL APPROVALS. The execution, delivery and
performance by the Borrower and any of its Subsidiaries of this Credit Agreement
and the other Loan Documents to which the Borrower or any of its Subsidiaries is
or is to become a party and the transactions contemplated hereby and thereby do
not require the approval or consent of, or filing with, any governmental agency
or authority other than those already obtained.

         7.3.     TITLE TO PROPERTIES; LEASES. Except as indicated on Schedule
7.3 hereto, the Borrower and its Subsidiaries own all of the assets reflected in
the consolidated balance sheet of the Borrower and its Subsidiaries as at the
Balance Sheet Date or acquired since that date (except property and assets sold
or otherwise disposed of in the ordinary course of business since that date),
subject to no Liens or other rights of others, except Liens permitted by Section
9.2.

<PAGE>
                                     - 38 -

         7.4.     FINANCIAL STATEMENTS AND PROJECTIONS.

                  7.4.1.   FISCAL YEAR. The Borrower and each of its
         Subsidiaries has a Fiscal Year which is the fifty-two (52) or
         fifty-three (53) week period ending on the Saturday closest to December
         31 of each calendar year.

                  7.4.2.   FINANCIAL STATEMENTS. There has been furnished to
         each of the Lenders a consolidated balance sheet of the Borrower and
         its Subsidiaries as at the Balance Sheet Date, and a consolidated
         statement of income or operations, shareholders' equity and cash flows
         of the Borrower and its Subsidiaries for the Fiscal Year then ended,
         certified by Deloitte & Touche LLP and the unaudited management
         prepared consolidated balance sheet of the Borrower and its
         Subsidiaries as at the end of FQ1 2004, and a consolidated statement of
         income or operations, shareholders' equity and cash flows of the
         Borrower and its Subsidiaries for the Fiscal Quarter then ended. Each
         balance sheet and statement of income has been prepared in accordance
         with GAAP and fairly present the financial condition of the Borrower as
         at the close of business on the date thereof and the results of
         operations for the Fiscal Year then ended. There are no contingent
         liabilities of the Borrower or any of its Subsidiaries as of each such
         date involving material amounts, known to the officers of the Borrower,
         which were not disclosed in such balance sheets and the notes related
         thereto.

                  7.4.3.   PROJECTIONS. The projections of the annual operating
         budgets of the Borrower and its Subsidiaries on a consolidated basis,
         balance sheets and cash flow statements for the 2004 to 2006 Fiscal
         Years, copies of which have been delivered to each Lender, disclose all
         assumptions made with respect to general economic, financial and market
         conditions used in formulating such projections. To the knowledge of
         the Borrower or any of its Subsidiaries, no facts exist that
         (individually or in the aggregate) would result in any material change
         in any of such projections. The projections are based upon reasonable
         estimates and assumptions, have been prepared on the basis of the
         assumptions stated therein and reflect the reasonable estimates of the
         Borrower and its Subsidiaries of the results of operations and other
         information projected therein.

         7.5.     NO MATERIAL ADVERSE CHANGES, ETC. Since the Balance Sheet Date
there has been no event or occurrence which has had a Material Adverse Effect.
Except as set forth on Schedule 7.5 hereto or as otherwise permitted under this
Credit Agreement, since the Balance Sheet Date, the Borrower has not made any
Restricted Payment.

         7.6.     FRANCHISES, PATENTS, COPYRIGHTS, ETC. The Borrower and each of
its Subsidiaries possesses all franchises, patents, copyrights, trademarks,
trade names, licenses and permits, and rights in respect of the foregoing,
adequate for the conduct of its business substantially as now conducted without
known conflict with any rights of others except where the failure of such
possession would not have a Material Adverse Effect.

         7.7.     LITIGATION. Except as set forth in Schedule 7.7 hereto, there
are no actions, suits, proceedings or investigations of any kind pending or
threatened against the Borrower or any of its Subsidiaries before any
Governmental Authority, that, (a) could reasonably be expected to, either in any
case or in the aggregate, (i) have a Material Adverse Effect or (ii) materially
impair the right of the Borrower and its Subsidiaries, considered as a whole, to
carry on business substantially as now conducted by them, or result in any
substantial liability not adequately covered by insurance, or for which adequate
reserves are not maintained on the consolidated balance sheet of the Borrower
and its Subsidiaries, or (b) which question the validity of this Credit
Agreement or any of the other Loan Documents, or any action taken or to be taken
pursuant hereto or thereto.

<PAGE>
                                     - 39 -

         7.8.     NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Borrower nor
any of its Subsidiaries is subject to any Governing Document or other legal
restriction, or any judgment, decree, order, law, statute, rule or regulation
that has or is expected in the future to have a Material Adverse Effect. Neither
the Borrower nor any of its Subsidiaries is a party to any contract or
agreement, that has or is expected, in the judgment of the Borrower's officers,
to have any Material Adverse Effect.

         7.9.     COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. Neither the
Borrower nor any of its Subsidiaries is in violation of any provision of its
Governing Documents, or any agreement or instrument to which it may be subject
or by which it or any of its properties may be bound or any decree, order,
judgment, statute, license, rule or regulation, in any of the foregoing cases in
a manner that could result in the imposition of substantial penalties or have a
Material Adverse Effect.

         7.10.    TAX STATUS. The Borrower and its Subsidiaries (a) have made or
filed all federal, state and foreign income and all other tax returns, reports
and declarations required by any jurisdiction to which any of them is subject,
(b) have paid all taxes and other governmental assessments and charges shown or
determined to be due on such returns, reports and declarations, except those
being contested in good faith and by appropriate proceedings and (c) have set
aside on their books provisions reasonably adequate for the payment of all taxes
for periods subsequent to the periods to which such returns, reports or
declarations apply. There are no unpaid taxes in any material amount claimed to
be due by the taxing authority of any jurisdiction, and none of the officers of
the Borrower know of any basis for any such claim.

         7.11.    NO EVENT OF DEFAULT. No Default or Event of Default has
occurred and is continuing.

         7.12.    MARGIN REGULATIONS; HOLDING COMPANY AND INVESTMENT COMPANY
ACTS.

                  (a)      Following the application of the proceeds of each
         Loan or drawing under each Letter of Credit, not more than twenty five
         percent (25%) of the value of the assets (either of the Borrower only
         or of the Borrower and its Subsidiaries on a consolidated basis)
         subject to the provisions of Section 9.2 or Section 9.5.2 or subject to
         any restriction contained in any agreement or instrument between the
         Borrower and any Lender or any Affiliate of any Lender relating to
         Indebtedness and within the scope of Section 13.1(e) will be margin
         stock within the meaning of Regulation U issued by the Board of
         Governors of the Federal Reserve System of the United States.

                  (b)      Neither the Borrower nor any of its Subsidiaries is a
         "holding company", or a "subsidiary company" of a "holding company", or
         an "affiliate" of a "holding company", as such terms are defined in the
         Public Utility Holding Company Act of 1935; nor is it an "investment
         company", or an "affiliated company" or a "principal underwriter" of an
         "investment company", as such terms are defined in the Investment
         Company Act of 1940.

         7.13.    ABSENCE OF FINANCING STATEMENTS, ETC. As of the date hereof,
except with respect to Liens permitted by Section 9.2, there is no financing
statement, security agreement, chattel mortgage, real estate mortgage or other
document filed or recorded with any filing records, registry or other public
office, that purports to cover, affect or give notice of any present or possible
future Lien on any assets or property of the Borrower or any of its Subsidiaries
or any rights relating thereto.

         7.14.    CERTAIN TRANSACTIONS. Except for arm's length transactions
pursuant to which the Borrower or any of its Subsidiaries makes payments in the
ordinary course of business upon terms no less favorable than the Borrower or
such Subsidiary could obtain from third parties and otherwise permitted by
Section 9.2, none of the officers, directors, or employees of the Borrower or
any of its Subsidiaries is presently a party to any transaction with the
Borrower or any of its Subsidiaries (other than for services as

<PAGE>
                                     - 40 -

employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for
rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the
Borrower, any corporation, partnership, trust or other entity in which any
officer, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner.

         7.15.    EMPLOYEE BENEFIT PLANS.

                  7.15.1.  IN GENERAL. Each Employee Benefit Plan and each
         Guaranteed Pension Plan has been maintained and operated in compliance
         in all material respects with the provisions of ERISA and all
         Applicable Pension Legislation and, to the extent applicable, the Code,
         including but not limited to the provisions thereunder respecting
         prohibited transactions and the bonding of fiduciaries and other
         persons handling plan funds as required by Section 412 of ERISA. The
         Borrower has heretofore delivered to the Administrative Agent the most
         recently completed annual report, Form 5500, with all required
         attachments, and actuarial statement required to be submitted under
         Section 103(d) of ERISA, with respect to each Guaranteed Pension Plan.

                  7.15.2.  TERMINABILITY OF WELFARE PLANS. No Employee Benefit
         Plan, which is an employee welfare benefit plan within the meaning of
         Section 3(1) or Section 3(2)(B) of ERISA, provides benefit coverage
         subsequent to termination of employment, except as required by Title I,
         Part 6 of ERISA or the applicable state insurance laws. The Borrower
         may terminate each such Plan at any time (or at any time subsequent to
         the expiration of any applicable bargaining agreement) in the
         discretion of the Borrower without liability to any Person other than
         for claims arising prior to termination.

                  7.15.3.  GUARANTEED PENSION PLANS. Each contribution required
         to be made to a Guaranteed Pension Plan, whether required to be made to
         avoid the incurrence of an accumulated funding deficiency, the notice
         or lien provisions of Section 302(f) of ERISA, or otherwise, has been
         timely made. No waiver of an accumulated funding deficiency or
         extension of amortization periods has been received with respect to any
         Guaranteed Pension Plan, and neither the Borrower nor any ERISA
         Affiliate is obligated to or has posted security in connection with an
         amendment to a Guaranteed Pension Plan pursuant to Section 307 of ERISA
         or Section 401(a)(29) of the Code. No liability to the PBGC (other than
         required insurance premiums, all of which have been paid) has been
         incurred by the Borrower or any ERISA Affiliate with respect to any
         Guaranteed Pension Plan and there has not been any ERISA Reportable
         Event (other than an ERISA Reportable Event as to which the requirement
         of 30 days notice has been waived), or any other event or condition
         which presents a material risk of termination of any Guaranteed Pension
         Plan by the PBGC. Based on the latest valuation of each Guaranteed
         Pension Plan (which in each case occurred within twelve months of the
         date of this representation), and on the actuarial methods and
         assumptions employed for that valuation, the aggregate benefit
         liabilities of all such Guaranteed Pension Plans within the meaning of
         Section 4001 of ERISA did not exceed the aggregate value of the assets
         of all such Guaranteed Pension Plans, disregarding for this purpose the
         benefit liabilities and assets of any Guaranteed Pension Plan with
         assets in excess of benefit liabilities.

                  7.15.4.  MULTIEMPLOYER PLANS. Neither the Borrower nor any
         ERISA Affiliate has incurred any material liability (including
         secondary liability) to any Multiemployer Plan as a result of a
         complete or partial withdrawal from such Multiemployer Plan under
         Section 4201 of ERISA or as a result of a sale of assets described in
         Section 4204 of ERISA. Neither the Borrower nor any ERISA Affiliate has
         been notified that any Multiemployer Plan is in reorganization or
         insolvent under and within the meaning of Section 4241 or Section 4245
         of ERISA or is at risk of entering reorganization

<PAGE>
                                     - 41 -

         or becoming insolvent, or that any Multiemployer Plan intends to
         terminate or has been terminated under Section 4041A of ERISA.

         7.16.    USE OF PROCEEDS.

                  7.16.1.  GENERAL. The proceeds of the Loans shall be used to
         refinance the obligations under the Existing Credit Agreement, for
         working capital and general corporate purposes, to finance stock
         repurchases permitted under Sections 9.4(c) and (d) and to finance
         Permitted Acquisitions. The Borrower will obtain Letters of Credit
         solely for general corporate purposes.

                  7.16.2.  REGULATIONS T, U AND X. No part of the proceeds of
         any Loans or any drawing under a Letter of Credit will be used for any
         purpose which violates, or which would be inconsistent with, the
         provisions of Regulation T, U or X of the Board of Governors of the
         Federal Reserve System. Except as permitted by Sections 9.4(c) and
         9.4(d), no portion of any Loan is to be used, and no portion of any
         Letter of Credit is to be obtained, for the purpose of purchasing or
         carrying any "margin security" or "margin stock" as such terms are used
         in Regulations T, U and X of the Board of Governors of the Federal
         Reserve System, 12 C.F.R. Parts 221 and 224.

                  7.16.3.  INELIGIBLE SECURITIES. No portion of the proceeds of
         any Loans is to be used, and no portion of any Letter of Credit is to
         be obtained, for the purpose of knowingly purchasing, or providing
         credit support for the purchase of, during the underwriting or
         placement period or within thirty (30) days thereafter, any Ineligible
         Securities underwritten or privately placed by a Financial Affiliate.

         7.17.    ENVIRONMENTAL COMPLIANCE. Except as set forth on Schedule 7.17
hereto, to the best knowledge of the Borrower:

                  (a)      the Real Estate does not contain any Hazardous
         Substances in concentrations which constitute a violation of, or would
         reasonably be expected to give rise to liability under, Environmental
         Laws that would have a Material Adverse Effect.

                  (b)      the Real Estate and all operations at the Real Estate
         are in compliance with all applicable Environmental Laws, except for
         failure to be in compliance that would not have a Material Adverse
         Effect, and there is no contamination at, under or about the Real
         Estate that would have a Material Adverse Effect.

                  (c)      neither the Borrower nor any of its Subsidiaries has
         received any written notice of violation, alleged violation,
         non-compliance, liability or potential liability regarding
         environmental matters or compliance with Environmental Laws with regard
         to the Real Estate that would have a Material Adverse Effect, nor does
         the Borrower have knowledge that any such action is being contemplated,
         considered or threatened.

                  (d)      there are no judicial proceedings or governmental or
         administrative actions pending or threatened under any Environmental
         Law to which the Borrower or any of its Subsidiaries is or will be
         named as a party with respect to the Real Estate that would have a
         Material Adverse Effect, nor are there any consent decrees or other
         decrees, consent orders, administrative orders or other orders under
         any Environmental Law with respect to the Real Estate that would have a
         Material Adverse Effect.

         7.18.    SUBSIDIARIES, ETC. The Borrower has no Domestic or Foreign
Subsidiaries except as set forth on Schedule 7.18 hereto. Except as set forth on
Schedule 7.18 hereto, neither the Borrower nor any

<PAGE>
                                     - 42 -

Subsidiary of the Borrower is engaged in any joint venture or partnership with
any other Person. The jurisdiction of incorporation/formation and principal
place of business of each Subsidiary of the Borrower is listed on Schedule 7.18
hereto.

         7.19.    DISCLOSURE. None of this Credit Agreement or any of the other
Loan Documents contains any untrue statement of a material fact or omits to
state a material fact (known to the Borrower or any of its Subsidiaries in the
case of any document or information not furnished by it or any of its
Subsidiaries) necessary in order to make the statements herein or therein not
misleading.

                           8.       AFFIRMATIVE COVENANTS.

         The Borrower covenants and agrees that, so long as any Loan, Swing Line
Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding
or any Lender has any obligation to make any Loans or the Administrative Agent
has any obligation to make Swing Line Loans or the Issuing Lender has any
obligation to issue, extend or renew any Letters of Credit:

         8.1.     PAYMENT OF OBLIGATIONS. The Borrower and its Subsidiaries
shall pay, discharge or otherwise satisfy at or before maturity or before they
become delinquent, as the case may be, (a) all of its obligations and
liabilities of whatever nature, including without limitation, all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, except (i) when the amount or validity thereof is
currently being contested in good faith by appropriate proceedings and reserves
in conformity with GAAP with respect thereto have been provided on the books of
the Borrower or any of its Subsidiaries, as the case may be, (ii) for delinquent
obligations which do not have a Material Adverse Effect and (iii) for trade and
other accounts payable in the ordinary course of business in accordance with
customary trade terms and which are not overdue for a period of more than 90
days (or any longer period if longer payment terms are accepted in the ordinary
course of business) or, if overdue for more than 90 days (or such longer
period), as to which a dispute exists and adequate reserves in conformity with
GAAP have been established on the books of the Borrower and its Subsidiaries, as
the case may be and (b) all lawful claims which, if unpaid, would by law become
a Lien upon its property other than Permitted Encumbrances.

         8.2.     MAINTENANCE OF OFFICE. The Borrower will maintain its chief
executive office in South Deerfield, Massachusetts, or at such other place in
the United States of America as the Borrower shall designate upon written notice
to the Administrative Agent, where notices, presentations and demands to or upon
the Borrower in respect of the Loan Documents to which the Borrower is a party
may be given or made.

         8.3.     RECORDS AND ACCOUNTS. The Borrower will (a) keep, and cause
each of its Subsidiaries to keep, true and accurate records and books of account
in which full, true and correct entries will be made in accordance with GAAP,
(b) maintain adequate accounts and reserves for all taxes (including income
taxes), depreciation, depletion, obsolescence and amortization of its properties
and the properties of its Subsidiaries, contingencies, and other reserves, and
(c) at all times engage Deloitte & Touche LLP or any other nationally recognized
accounting firm as the independent certified public accountants of the Borrower
and its Subsidiaries and will not permit more than thirty (30) days to elapse
between the cessation of such firm's (or any successor firm's) engagement as the
independent certified public accountants of the Borrower and its Subsidiaries
and the appointment in such capacity of a successor firm as shall be
satisfactory to the Administrative Agent.

         8.4.     FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The
Borrower will deliver to each of the Lenders

<PAGE>
                                     - 43 -

                  (a)      as soon as available, but in any event within ninety
         (90) days after the end of each Fiscal Year of the Borrower, a copy of
         the consolidated balance sheet of the Borrower and its consolidated
         Subsidiaries as at the end of such year and the related consolidated
         statements of operations, stockholders' equity and cash flows for such
         year, setting forth in each case in comparative form, the figures for
         the previous year, reported on without a "going concern" or like
         qualification or exception, or qualification arising out of the scope
         of the audit, by Deloitte & Touche LLP or any other nationally
         recognized accounting firm;

                  (b)      as soon as available, but in any event not later than
         sixty (60) days after the end of each of the first three Fiscal
         Quarters of each Fiscal Year of the Borrower, commencing with the end
         of FQ2 2004, the unaudited consolidated balance sheet of the Borrower
         and its consolidated Subsidiaries as at the end of such Fiscal Quarter
         and the related unaudited consolidated statements of operations,
         stockholders' equity and cash flows of the Borrower and its
         consolidated Subsidiaries for such Fiscal Quarter and the portion of
         the Fiscal Year through the end of such Fiscal Quarter, setting forth
         in each case in comparative form, the figures for the previous year,
         certified by a certified by the principal financial or accounting
         officer of the Borrower and its Subsidiaries as being fairly stated in
         all material respects (subject to normal year-end audit adjustments);

                  (c)      promptly after the same are available, copies of each
         annual report, proxy or financial statement or other report or
         communication sent to the stockholders of the Borrower, and copies of
         all annual, regular, periodic and special reports and registration
         statements which the Borrower may file or be required to file with the
         SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934,
         and not otherwise required to be delivered to the Administrative Agent
         pursuant hereto;

                  (d)      as soon as available, but in any event within sixty
         (60) days after the beginning of each Fiscal Year of the Borrower to
         which such budget relates, an annual operating budget of Borrower and
         its Subsidiaries, on a consolidated basis, as adopted by the Board of
         Directors of the Borrower;

                  (e)      concurrently with the delivery of the consolidated
         financial statements referred to in subsection Section 8.4(a), a letter
         from the independent certified public accountants reporting on such
         financial statements stating that in making the examination necessary
         to express their opinion on such financial statements no knowledge was
         obtained of any Default or Event of Default, except as specified in
         such letter;

                  (f) concurrently with the delivery of the financial statements
         referred to in Section 8.4(a) and (b), a certificate of the principal
         financial or accounting officer of the Borrower in substantially the
         form of Exhibit C hereto (a "Compliance Certificate") (i) stating that,
         to the best of such officer's knowledge, each of the Borrower and its -
         Subsidiaries has observed or performed all of its covenants and other
         agreements, and satisfied every applicable condition, contained in this
         Credit Agreement, the Notes and the other Loan Documents to be
         observed, performed or satisfied by it, and that such officer has
         obtained no knowledge of any Default or Event of Default except as
         specified in such certificate, (ii) showing in detail as of the end of
         the related fiscal period the figures and calculations supporting such
         statement in respect of Section 10, clause (h) of Section 9.3, clause
         (c) of Section 9.4 and Section 9.5.2(e), (iii) if not specified in the
         financial statements delivered pursuant to this Section 8.4, specifying
         on a consolidated basis the aggregate amount of interest paid or
         accrued by the Borrower and its Subsidiaries, and the aggregate amount
         of depreciation, depletion and amortization charged on the books of the
         Borrower and its Subsidiaries, during such accounting period, and (iv)
         showing in detail as of the end of the related fiscal period the Fixed
         Charge

<PAGE>
                                     - 44 -

         Coverage Ratio, the Leverage Ratio, the Total Capitalization Ratio and
         Consolidated Net Worth of the Borrower and its Subsidiaries and the
         calculations supporting such statement and stating the Applicable
         Margin and commitment fee payable as a result of such Total
         Capitalization Ratio.

                  (g)      promptly upon receipt thereof, copies of all final
         reports submitted to the Borrower by independent certified public
         accountants in connection with each annual, interim or special audit of
         the books of the Borrower made by such accountants, including, without
         limitation, any final comment letter submitted by such accountants to
         management in connection with their annual audit; and

                  (h)      promptly, such additional financial and other
         information as any Lender may from time to time reasonably request.

         All financial statements shall be prepared in reasonable detail in
accordance with GAAP (provided that interim statements may be condensed and may
exclude detailed footnote disclosure) applied consistently throughout the
periods reflected therein and with prior periods (except as concurred in by such
accountants or officer, as the case may be, and disclosed therein and except
that interim financial statements need not be restated for changes in accounting
principles which require retroactive application, and operations which have been
discontinued (as defined in Accounting Principles Board Opinion No. 30) during
the current year need not be shown in interim financial statements as such
either for the current period or comparable prior period). In the event the
Borrower changes its accounting methods because of changes in GAAP, or any
change in GAAP occurs which increases or diminishes the protection and coverage
afforded to the Lenders under current GAAP accounting methods, the Borrower or
the Administrative Agent, as the case may be, may request of the other parties
to this Agreement an amendment of the financial covenants contained in this
Credit Agreement to reflect such changes in GAAP and to provide the Lenders with
protection and coverage equivalent to that existing prior to such changes in
accounting methods or GAAP, and each of the Borrower, the Administrative Agent
and the Lenders agree to consider such request in good faith.

         Documents required to be delivered pursuant to Section 8.4(a), (b) or
(c) (to the extent any such documents are included in materials otherwise filed
with the SEC) may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (i) on which the Borrower posts such
documents, or provides a link thereto on the Borrower's website on the Internet
at the website address listed on Schedule 1; or (ii) on which such documents are
posted on the Borrower's behalf on an Internet or intranet website, if any, to
which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative
Agent); provided that: the Borrower shall deliver paper copies of such documents
to the Administrative Agent or any Lender that requests the Borrower to deliver
such paper copies until a written request to cease delivering paper copies is
given by the Administrative Agent or such Lender. Except for such Compliance
Certificates, the Administrative Agent shall have no obligation to request the
delivery or to maintain copies of the documents referred to above, and in any
event shall have no responsibility to monitor compliance by the Borrower with
any such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such documents.

         8.5.     NOTICES. The Borrower shall promptly give notice to the
Administrative Agent and each Lender:

                  (a)      of the occurrence of any Default or Event of Default;

                  (b)      of any (i) default or event of default under any
         instrument or other agreement, guaranty or collateral document of the
         Borrower or any of its Subsidiaries which default or event

<PAGE>
                                     - 45 -

         of default has not been waived and would have a Material Adverse Effect
         or (ii) litigation, investigation or proceeding which may exist at any
         time between the Borrower or any of their respective Subsidiaries and
         any Governmental Authority, or receipt of any notice of any
         environmental claim or assessment against the Borrower or any of their
         respective Subsidiaries by any Governmental Authority, which in any
         such case would have a Material Adverse Effect;

                  (c)      of any litigation or proceeding affecting the
         Borrower or any of its Subsidiaries (i) in which more than $10,000,000
         of the amount claimed is not covered by insurance or (ii) in which
         injunctive or similar relief is sought which if obtained would have a
         Material Adverse Effect;

                  (d)      of the following events, as soon as practicable
         after, and in any event within 30 days after, the Borrower knows
         thereof: (i) the occurrence of any ERISA Reportable Event with respect
         to any Employee Benefit Plan or Guaranteed Pension Plan which ERISA
         Reportable Event is reasonably likely to have a Material Adverse
         Effect, or (ii) the institution of proceedings or the taking of any
         other action by PBGC, the Borrower or any ERISA Affiliate to terminate,
         withdraw from or partially withdraw from any Employee Benefit Plan or
         Multiemployer Plan and, with respect to a Multiemployer Plan, the
         reorganization or insolvency of such Plan, in each of the foregoing
         cases which is reasonably likely to have a Material Adverse Effect, and
         in addition to such notice, deliver to the Administrative Agent and
         each Lender whichever of the following may be applicable: (A) a
         certificate of the principal financial or accounting officer of the
         Borrower setting forth details as to such ERISA Reportable Event and
         the action that the Borrower or such ERISA Affiliate proposes to take
         with respect thereto, together with a copy of any notice of such ERISA
         Reportable Event that may be required to be filed with PBGC, or (B) any
         notice delivered by PBGC evidencing its intent to institute such
         proceedings or any notice to PBGC that such Plan is to be terminated,
         as the case may be; and

                  (e)      of a material adverse change known to the Borrower or
         any of its Subsidiaries in the business, financial condition, assets,
         liabilities, net assets, properties, results of operations or value of
         the Borrower and its Subsidiaries taken as a whole.

                  Each notice pursuant to this Section 8.5 shall be accompanied
         by a statement of the chief executive officer or the principal
         financial or accounting officer of the Borrower setting forth details
         of the occurrence referred to therein and (in the cases of clauses (a)
         through (d)) stating what action the Borrower proposes to take with
         respect thereto.

         8.6.     LEGAL EXISTENCE; MAINTENANCE OF PROPERTIES. The Borrower will
do or cause to be done all things necessary to preserve and keep in full force
and effect (a) its legal existence and its Subsidiaries' legal existence and (b)
its rights and franchises and those of its Subsidiaries, except for rights and
franchises the lapse of which would not in the aggregate have a Material Adverse
Effect. The Borrower will not cause or permit any of its Subsidiaries to,
convert to a limited liability company or a limited liability partnership. It
(i) will cause all of its properties and those of its Subsidiaries used or
useful in the conduct of its business or the business of its Subsidiaries to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment, normal to wear and tear excepted, (ii) will cause
to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Borrower may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times, normal wear and tear excepted and (iii)
will, and will cause each of its Subsidiaries to, continue to engage primarily
in the businesses now conducted by them and in related businesses; provided that
nothing in this Section 8.6 shall prevent the Borrower or any of its
Subsidiaries from engaging in any transaction permitted by Section 9.5.1,
prevent the Borrower from discontinuing the operation and maintenance of any of
its properties

<PAGE>
                                     - 46 -

or any of those of its Subsidiaries or prevent any Non-Significant Subsidiary
from dissolving or becoming party to a merger, if such discontinuance, merger or
dissolution, as the case may be, is, in the judgment of the Borrower, desirable
in the conduct of its or their business and that do not in the aggregate have a
Material Adverse Effect.

         8.7.     INSURANCE. The Borrower will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurers
insurance with respect to its properties and business against such casualties
and contingencies in amounts, containing such terms, in such forms and for such
periods reasonably satisfactory to the Administrative Agent. Notwithstanding the
foregoing, the Borrower may implement programs of self insurance in the ordinary
course of business and in accordance with industry standards for a company of
similar size so long as reserves are maintained in accordance with GAAP for
liabilities associated therewith.

         8.8.     INSPECTION RIGHTS. The Borrower shall permit representatives
and independent contractors of the Administrative Agent and each Lender, at the
Administrative Agent's or such Lender's expense, to visit and inspect any of the
properties of the Borrower or any of its Subsidiaries, to examine the books of
account of the Borrower and its Subsidiaries (and to make copies thereof and
extracts therefrom), and to discuss the affairs, finances and accounts of the
Borrower and its Subsidiaries with, and to be advised as to the same by, its and
their officers, all at such reasonable times during normal business hours and
intervals as the Administrative Agent or any Lender may reasonably request by
advance notice to the Borrower; provided, however, that when an Event of Default
exists, the Administrative Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the
expense of the Borrower at any time during normal business hours and without
advance notice.

         8.9.     COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. The
Borrower will, and will cause each of its Subsidiaries to, comply with (a)
except where the failure to so comply could not reasonably be expected to have a
Material Adverse Effect, (i) the applicable laws and regulations wherever its
business is conducted, including all Environmental Laws, (ii) all agreements and
instruments by which it or any of its properties may be bound and (iii) all
applicable decrees, orders, and judgments, and (b) the provisions of its
Governing Documents. If any authorization, consent, approval, permit or license
from any officer, agency or instrumentality of any government shall become
necessary or required in order that the Borrower or any of its Subsidiaries may
fulfill any of its obligations hereunder or any of the other Loan Documents to
which the Borrower or such Subsidiary is a party, the Borrower will, or (as the
case may be) will cause such Subsidiary to, promptly take or cause to be taken
all reasonable steps within the power of the Borrower or such Subsidiary to
obtain such authorization, consent, approval, permit or license and furnish the
Administrative Agent and the Lenders with evidence thereof.

         8.10.    USE OF PROCEEDS. The Borrower will use the proceeds of the
Loans and obtain Letters of Credit solely for the purposes set forth
in Section 7.16.1.

         8.11.    ADDITIONAL SUBSIDIARY GUARANTORS. If any Subsidiary of the
Borrower (whether presently existing or hereafter created or acquired) is or
shall become a Material Subsidiary (including as a result of the consummation of
any Permitted Acquisition), the Borrower shall cause such Material Subsidiary,
no later than the end of the Fiscal Quarter in which such Subsidiary became a
Material Subsidiary, to execute and deliver a Subsidiary Guaranty in favor of
the Administrative Agent in substantially the form of Exhibit F, each of which
Guaranties shall be accompanied by such resolutions, incumbency certificates and
legal opinions as are reasonably requested by the Administrative Agent and its
counsel.

<PAGE>
                                     - 47 -

         8.12.    FURTHER ASSURANCES. The Borrower will, and will cause each of
its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and
execute such further instruments and documents as the Lenders or the
Administrative Agent shall reasonably request to carry out to their satisfaction
the transactions contemplated by this Credit Agreement and the other Loan
Documents.

         8.13.    POST-CLOSING COVENANT. Within sixty (60) days of the date
hereof, the Borrower will use reasonable efforts to file or cause to be filed
the necessary amendments with respect to Uniform Commercial Code financing
statement numbers 200428373010 and 200428656230 filed with the Massachusetts
Secretary of Commonwealth, in order for the records in each case to reflect that
the collateral covered by such financing statements is limited to any
furnishings, equipment, fixtures, inventory, chattel paper, documents,
instruments and goods which are or are to become fixtures, together with all
items now or hereafter affixed thereto, located at the premises leased by the
Borrower.

                           9.       CERTAIN NEGATIVE COVENANTS.

         The Borrower covenants and agrees that, so long as any Loan, Swing Line
Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding
or any Lender has any obligation to make any Loans or the Administrative Agent
has any obligation to make Swing Line Loans or the Issuing Lender has any
obligations to issue, extend or renew any Letters of Credit:

         9.1.     RESTRICTIONS ON INDEBTEDNESS. The Borrower will not, and will
not permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than:

                  (a)      Indebtedness arising under any of the Loan Documents;

                  (b)      Indebtedness of the Borrower to any Subsidiary and
         any Subsidiary to the Borrower or any other Subsidiary to the extent
         the Indebtedness referred to in this Section 9.1(b) evidences a loan or
         advance permitted under Section 9.3;

                  (c)      Indebtedness consisting of reimbursement obligations
         under surety, indemnity, performance, release and appeal bonds and
         guarantees thereof and letters of credit required in the ordinary
         course of business or in connection with the enforcement of rights or
         claims of the Borrower or its Subsidiaries, in each case to the extent
         a Letter of Credit supports in whole or in part the obligations of the
         Borrower and its Subsidiaries with respect to such bonds, guarantees
         and letters of credit;

                  (d)      Subordinated Debt;

                  (e)      Indebtedness in respect of Capitalized Leases,
         Synthetic Leases and purchase money obligations for fixed or capital
         assets, and if subject to a Lien permitted by Section 9.2.1(iv), within
         the limitations set forth in such Section 9.2.1(iv); provided, however,
         the aggregate amount of such Indebtedness of the Borrower and its
         Subsidiaries shall not exceed the aggregate amount of $15,000,000 at
         any one time;

                  (f)      Indebtedness permitted by Section 9.10 in respect of
         Hedging Agreements;

                  (g)      Indebtedness existing on the date hereof and listed
         and described on Schedule 9.1 hereto including any extension or
         renewals or refinancing thereof, provided the principal amount thereof
         is not increased;
<PAGE>

                                      -48-

                  (h)      Indebtedness consisting of guarantees by the Borrower
         and its Subsidiaries incurred in the ordinary course of business for an
         aggregate amount not to exceed $15,000,000 at any one time;

                  (i)      Indebtedness consisting of the Subsidiary Guaranties;

                  (j)      Indebtedness consisting of guarantees of the Borrower
         and the Subsidiary Guarantors in respect of Indebtedness otherwise
         permitted hereunder of the Borrower or any wholly-owned Subsidiary of
         the Borrower; and;

                  (k)      Indebtedness owed to a seller as part of the purchase
         price in connection with a Permitted Acquisition or that (i) relates to
         the customary post-closing adjustments with respect to accounts
         receivable, accounts payable, net worth and/or similar items typically
         subject to post-closing adjustments in similar transactions, and are
         outstanding for a period of two (2) years or less following the
         creation thereof or (ii) relates to indemnities granted to the seller
         in the transaction.

         9.2.     RESTRICTIONS ON LIENS.

                  9.2.1.   PERMITTED LIENS. The Borrower will not, and will not
         permit any of its Subsidiaries to, (a) create or incur or suffer to be
         created or incurred or to exist any Lien upon any of its property or
         assets of any character whether now owned or hereafter acquired, or
         upon the income or profits therefrom; (b) transfer any of such property
         or assets or the income or profits therefrom for the purpose of
         subjecting the same to the payment of Indebtedness or performance of
         any other obligation in priority to payment of its general creditors;
         (c) acquire, or agree or have an option to acquire, any property or
         assets upon conditional sale or other title retention or purchase money
         security agreement, device or arrangement; or (d) sell, assign, pledge
         or otherwise transfer any receivables in connection with any
         securitization transaction, with or without recourse; provided that the
         Borrower or any of its Subsidiaries may create or incur or suffer to be
         created or incurred or to exist:

                           (i)      Permitted Encumbrances;

                           (ii)     any Lien on any property or asset of the
                  Borrower or any Subsidiary existing on the date hereof and set
                  forth in Schedule 9.2.1; provided that (A) such Lien shall not
                  apply to any other property or asset of the Borrower or any
                  Subsidiary and (B) such Lien shall secure only those
                  obligations which it secures on the date hereof and
                  extensions, renewals and replacements thereof that do not
                  increase the outstanding principal amount thereof;

                           (iii)    any Lien existing on any property or asset
                  prior to the Permitted Acquisition thereof by the Borrower or
                  any Subsidiary or existing on any property or asset of any
                  Person that becomes a Subsidiary after the date hereof prior
                  to the time such Person becomes a Subsidiary; provided that
                  (A) such Lien is not created in contemplation of or in
                  connection with such Permitted Acquisition or such Person
                  becoming a Subsidiary , as the case may be, (B) such Lien
                  shall not apply to any other property or assets of the
                  Borrower or any Subsidiary and (C) such Lien shall secure only
                  those obligations which it secures on the date of such
                  Permitted Acquisition or the date such Person becomes a
                  Subsidiary, as the case may be and extensions, renewals and
                  replacements thereof that do not increase the outstanding
                  principal amount thereof;

<PAGE>
                                      -49-

                           (iv)     any Lien securing Indebtedness of the type
                  and amount permitted by Section 9.1(e); provided that (A) such
                  Liens do not at any time encumber property other than property
                  financed by such Indebtedness, (B) the Indebtedness secured
                  thereby does not exceed the cost or fair market value;
                  whichever is lower, of property so acquired on the date of
                  acquisition, and (C) the aggregate principal amount of
                  Indebtedness secured by such Liens shall at no time exceed
                  $15,000,000;

                           (v)      Liens on documents of title and the property
                  covered thereby securing Indebtedness in respect of commercial
                  Letters of Credit;

                           (vi)     Liens securing the sale leaseback
                  arrangements permitted by Section 9.5.2(e);

                           (vii)    deposits to secure the performance of bids,
                  trade contracts (other than for borrowed money), leases,
                  licenses, statutory obligations, surety and appeal bonds,
                  performance bonds and other obligations of a like nature
                  incurred in the ordinary course of business;

                           (viii)   Liens securing Indebtedness owing to the
                  Borrower or any Subsidiary Guarantor under subsection Section
                  9.1(b); and

                           (ix)     Liens in favor of the Administrative Agent
                  for the benefit of the Lenders and the Administrative Agent
                  under the Loan Documents and any Hedging Agreements and
                  bankers' liens arising by operation of law.

                  9.2.2.   RESTRICTIVE AGREEMENTS. The Borrower will not, nor
         will it permit any of its Subsidiaries to (a) enter into or permit to
         exist any arrangement or agreement (excluding the Credit Agreement and
         the other Loan Documents) which directly or indirectly prohibits the
         Borrower or any of its Subsidiaries from creating, assuming or
         incurring any Lien upon its properties, revenues or assets or those of
         any of its Subsidiaries whether now owned or hereafter acquired, or (b)
         enter into any agreement, contract or arrangement (excluding the Credit
         Agreement and the other Loan Documents) restricting the ability of any
         Subsidiary of the Borrower to pay or make dividends or distributions in
         cash or kind to the Borrower, to make loans, advances or other payments
         of whatsoever nature to the Borrower, or to make transfers or
         distributions of all or any part of its assets to the Borrower; in each
         case other than (i) restrictions on specific assets which assets are
         the subject of purchase money security interests to the extent
         permitted under Section 9.2.1, and (ii) customary anti-assignment
         provisions contained in leases and licensing agreements entered into by
         the Borrower or such Subsidiary in the ordinary course of its business.

         9.3.     RESTRICTIONS ON INVESTMENTS. The Borrower will not, and will
not permit any of its Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except Investments in:

                  (a)      Investments existing on the date hereof and listed on
         Schedule 9.3 hereto;

                  (b)      Investments in Subsidiaries of the Borrower that are
         not Subsidiary Guarantors (or a Subsidiary that would be a Subsidiary
         Guarantor but for the lapse of time until such Subsidiary is required
         to be a Subsidiary Guarantor); provided that at all times the aggregate
         amount of all such investments shall not exceed ten percent (10%) of
         Consolidated Total Assets;

<PAGE>
                                      -50-

                  (c)      Investments, not otherwise described in this Section
         9.3, in Subsidiaries; provided that such Subsidiary is (i) a Subsidiary
         Guarantor and (ii) a wholly-owned Subsidiary of the Borrower;

                  (d)      Investments consisting of (i) Cash Equivalents and
         (ii) petty cash held in local bank branches and in cash registers of
         the Borrower and its subsidiaries, in each case under this clause (ii)
         in the ordinary course of business;

                  (e)      Investments consisting of payroll advances in the
         ordinary course of business;

                  (f)      Investments consisting of receivables owing to the
         Borrower or any its Subsidiaries, if created or acquired in the
         ordinary course of business and payable or dischargeable in accordance
         with customary trade terms; provided that nothing in this clause (i)
         shall prevent the Borrower or any Subsidiary from offering such
         concessionary trade terms, or from receiving such investments in
         connection with the bankruptcy or reorganization of their respective
         suppliers or customers or the settlement of disputes with such
         customers or suppliers arising in the ordinary course of business, as
         management deems reasonable in the circumstances;

                  (g)      Investments consisting of promissory notes received
         as proceeds of asset dispositions permitted by Section 9.5.2;

                  (h)      Investments consisting of Permitted Acquisitions and
         loans or advances to, or acquisitions or Investments in, other Persons
         in connection with or pursuant to the terms of Permitted Acquisitions,
         provided that the consideration paid by the Borrower or any of its
         Subsidiaries in all such transactions after the Closing Date does not
         exceed in the aggregate $65,000,000;

                  (i)      Investments consisting of the Guaranty or Investments
         by the Borrower in Subsidiaries of the Borrower existing on the Closing
         Date;

                  (j)      loans or advances for an aggregate amount not to
         exceed $1,000,000 at any time; and

                  (k)      Investments in mutual funds in connection with the
         deferred compensation agreements with key employees as more fully
         described in the Borrower's 10-K filed for the fiscal year ended
         January 3, 2004.

         9.4.     RESTRICTED PAYMENTS. The Borrower and its Subsidiaries will
not make any Restricted Payments except that:

                  (a)      Subsidiaries may pay dividends or make other
         Distributions directly or indirectly to the Borrower or to Domestic
         Subsidiaries which are directly or indirectly wholly-owned by the
         Borrower, and Foreign Subsidiaries may pay dividends or make other
         Distributions directly or indirectly to Foreign Subsidiaries which are
         directly or indirectly wholly-owned by the Borrower;

                  (b)      so long as no Default or Event of Default has
         occurred or would occur after giving effect to such declaration or
         payments, the Borrower may declare and pay cash Distributions; provided
         that the aggregate amount paid in respect thereof in any Fiscal Year of
         the Borrower pursuant to this clause (b) shall not exceed an amount
         equal to 50% of Consolidated Net Income for such Fiscal Year;

<PAGE>
                                      -51-

                  (c)      so long as no Default or Event of Default has
         occurred or would occur after giving effect to such declaration or
         payment, the Borrower may, from time to time, repurchase Capital Stock
         of the Borrower at not more than market value from management employees
         of the Borrower or any of its Subsidiaries or make payments in respect
         of outstanding stock appreciation rights granted to management
         employees of the Borrower or any of its Subsidiaries in an aggregate
         amount not to exceed $5,000,000 (the "Repurchase Limit"), provided that
         the Repurchase Limit shall be increased by the proceeds of any
         additional Capital Stock of the Borrower which is issued to any
         management employees of the Borrower or any of its Subsidiaries after
         the Closing Date; and

                  (d)      so long as (i) no Default or Event of Default has
         occurred or would occur after giving effect to such repurchase and (ii)
         the board of directors of the Borrower has approved such repurchase,
         the Borrower may, from time to time, repurchase additional Capital
         Stock of the Borrower at not more than market value, other than the
         repurchase of Capital Stock of the Borrower from management employees
         of the Borrower or any of its Subsidiaries not otherwise permitted
         under Section 9.4(c).

         9.5.     MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS.

                  9.5.1.   MERGERS AND ACQUISITIONS. The Borrower will not, and
         will not permit any of its Subsidiaries to, become a party to any
         merger, amalgamation or consolidation, or agree to or effect any asset
         acquisition or stock acquisition (other than the acquisition of assets
         in the ordinary course of business consistent with past practices)
         except (a) the merger or consolidation of one or more of the
         Subsidiaries of the Borrower with and into the Borrower, (b) the merger
         or consolidation of two or more Subsidiaries of the Borrower provided
         that if only one such Person is a Subsidiary Guarantor, the Subsidiary
         Guarantor shall be the survivor, (c) Permitted Acquisitions and (d)
         such other acquisitions approved by the Required Lenders in their sole
         discretion.

                  9.5.2.   DISPOSITION OF ASSETS. The Borrower will not, and
         will not permit any of its Subsidiaries to, become a party to or agree
         to or effect any disposition of assets, other than:

                  (a)      the sale by the Borrower or its Subsidiaries of
         inventory, the licensing of intellectual property and the disposition
         of obsolete or worn out assets, in each case in the ordinary course of
         business consistent with past practices;

                  (b)      the sale, lease, transfer or other disposition by any
         Subsidiary of the Borrower of any or all of its assets (upon voluntary
         liquidation or otherwise) to the Borrower or a wholly-owned Domestic
         Subsidiary of the Borrower or the making of any Investment permitted by
         Section 9.3, and any Subsidiary of the Borrower may sell or otherwise
         dispose of, or part with control of any or all of, the stock of any
         Subsidiary to a wholly-owned Domestic Subsidiary of the Borrower or to
         any other Subsidiary to the extent such transfer constitutes an
         Investment permitted by Section 9.3; provided that in either case such
         transfer shall not cause such wholly-owned Domestic Subsidiary to
         become a Foreign Subsidiary;

                  (c)      any Foreign Subsidiary of the Borrower may sell,
         lease, transfer or otherwise dispose of any or all of its assets (upon
         voluntary liquidation or by merger, consolidation, transfer of assets,
         or otherwise) to the Borrower or a wholly-owned Subsidiary of the
         Borrower and any Foreign Subsidiary of the Borrower may sell or
         otherwise dispose of, or part control of any or all of, the capital
         stock of, or other equity interests in, any Foreign Subsidiary of the
         Borrower to a

<PAGE>
                                      -52-

         wholly-owned Subsidiary of the Borrower; provided that in either case
         such transfer shall not cause a Domestic Subsidiary to become a Foreign
         Subsidiary;

                  (d)      the sale or other disposition by the Borrower or any
         of its Subsidiaries of other assets consummated after the Closing Date;
         provided that (i) such sale or other disposition shall be made for fair
         value on an arm's length basis, (ii) the aggregate fair market value of
         all such assets sold or disposed of under this clause after the Closing
         Date shall not exceed $10,000,000 and (iii) the Net Cash Sale Proceeds
         from such sale or other disposition shall be applied to the outstanding
         Obligations; provided that in the event that such Net Cash Proceeds
         would be applied to LIBOR Rate Loans on a day that is not the last day
         of the Interest Period with respect thereto, such Net Cash Proceeds
         shall, at the Borrower's option, as long as no Default or Event of
         Default has occurred and is continuing, be held by the Borrower and
         applied to such LIBOR Rate Loans on the last day of the respective
         Interest Periods for such LIBOR Rate Loans next ending most closely to
         the date of receipt of such Net Cash Proceeds; and

                  (e)      the sale or transfer by the Borrower or any of its
         Subsidiaries of any property owned by it in order then or thereafter to
         lease such property or lease other property that the Borrower or such
         Subsidiary intends to use for substantially the same purpose as the
         property being sold or transferred; provided that the aggregate fair
         market value of all property so disposed shall not exceed $10,000,000.

         9.6.     SUBORDINATED DEBT. The Borrower will not, and will not permit
any of its Subsidiaries to, amend, supplement or otherwise modify the terms of
any of the Subordinated Debt or prepay, redeem or repurchase any of the
Subordinated Debt.

         9.7.     BUSINESS ACTIVITIES. The Borrower will not, and will not
permit any of its Subsidiaries to, engage directly or indirectly (whether
through Subsidiaries or otherwise) in any type of business other than the
candle, home fragrance and/or accessories/gifts and related business.

         9.8.     FISCAL YEAR. The Borrower will not, and will not permit any of
it Subsidiaries to, change the date of the end of its Fiscal Year from that set
forth in Section 7.4.1, unless the Borrower shall have given at least forty-five
(45) days prior written notice thereof to the Administrative Agent.

         9.9.     TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will
not permit any of its Subsidiaries to, engage in any transaction with any
Affiliate (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any such
Affiliate or, to the knowledge of the Borrower, any corporation, partnership,
trust or other entity in which any such Affiliate has a substantial interest or
is an officer, director, trustee or partner, on terms more favorable to such
Person than would have been obtainable on an arm's-length basis in the ordinary
course of business; provided that the foregoing restriction shall not apply to
transactions between or among the Borrower and any of its wholly-owned
Subsidiaries or between and among any wholly-owned Subsidiaries.

         9.10.    HEDGING AGREEMENT. The Borrower will not, and will not permit
any of it Subsidiaries to, enter into an Hedging Agreement, other than such
contracts, arrangements or transactions entered into in the ordinary course of
business for the purpose of hedging (a) any asset or obligation of the Borrower
or any of its Subsidiaries with respect to their operations outside of the
United States, (b) the interest rate exposure of the Borrower or any of its
Subsidiaries, and (c) the purchase requirements of the Borrower or any of its
Subsidiaries with respect to raw materials and inventory.

<PAGE>
                                      -53-

                           10.      FINANCIAL COVENANTS.

         The Borrower covenants and agrees that, so long as any Loan, Swing Line
Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding
or any Lender has any obligation to make any Loans or the Administrative Agent
has any obligation to make any Swing Line Loans or the Issuing Lender has any
obligation to issue, extend or renew any Letters of Credit:

         10.1.    LEVERAGE RATIO. The Borrower shall not permit the Leverage
Ratio as of the end of any Reference Period to exceed 2:00:1.00.

         10.2.    FIXED CHARGE COVERAGE. The Borrower will not permit the Fixed
Charge Coverage Ratio to be less than the ratio for the relevant fiscal period
set forth in the table below measured quarterly:

<TABLE>
<CAPTION>
                                                  Minimum
                                         Fixed Charged Coverage
 Fiscal Period:                                    Ratio
 --------------                                    -----
<S>                                      <C>
Fiscal Year 2004                                 1.75:1.00

Fiscal Year 2005                                 2:00:1.00

Fiscal Year 2006 and thereafter                  2.25:1.00
</TABLE>

         10.3.    CONSOLIDATED NET WORTH. The Borrower will not permit
Consolidated Net Worth to be less than (a) $75,000,000 measured at the end of
FQ1, FQ2 and FQ3 2004, (b) $100,000,000 plus 25% of Fiscal Year 2004 positive
Consolidated Net Income at the end of FQ4 2004 and (c) thereafter, measured
quarterly, the sum of the amount of clause (b) plus on a cumulative basis, 25%
of positive Consolidated Net Income for each Fiscal Quarter then ended beginning
with FQ1 2005.

                           11.      CLOSING CONDITIONS.

         The obligations of the Lenders to make the initial Loans, of the
Administrative Agent to make initial Swing Line Loans and of the Issuing Lender
to issue any initial Letters of Credit shall be subject to the satisfaction of
the following conditions precedent:

         11.1.    LOAN DOCUMENTS. Each of the Loan Documents shall have been
duly executed and delivered by the respective parties thereto, shall be in full
force and effect and shall be in form and substance satisfactory to each of the
Lenders. Each Lender shall have received a fully executed copy of each such
document.

         11.2.    CERTIFIED COPIES OF GOVERNING DOCUMENTS. Each of the Lenders
shall have received from the Borrower a copy, certified by a duly authorized
officer of such Person to be true and complete on the Closing Date, of each of
its Governing Documents as in effect on such date of certification.

         11.3.    CORPORATE OR OTHER ACTION. All corporate (or other) action
necessary for the valid execution, delivery and performance by the Borrower of
this Credit Agreement and the other Loan Documents to which it is or is to
become a party shall have been duly and effectively taken, and evidence thereof
satisfactory to the Lenders shall have been provided to each of the Lenders.

         11.4.    INCUMBENCY CERTIFICATE. Each of the Lenders shall have
received from the Borrower an incumbency certificate, dated as of the Closing
Date, signed by a duly authorized officer of the Borrower,

<PAGE>
                                      -54-

and giving the name and bearing a specimen signature of each individual who
shall be authorized: (a) to sign, in the name and on behalf of the Borrower,
each of the Loan Documents to which the Borrower is or is to become a party; (b)
in the case of the Borrower, to make Loan Requests and Conversion Requests and
to apply for Letters of Credit; and (c) to give notices and to take other action
on its behalf under the Loan Documents.

         11.5.    DISCLOSURE CERTIFICATES AND UCC SEARCH RESULTS. The
Administrative Agent shall have received from each of the Borrower and its
Subsidiaries a completed and fully executed certificate entitled "Disclosure
Certificate" (each such certificate, a "Disclosure Certificate") and the results
of Uniform Commercial Code searches (and the equivalent thereof in all
applicable foreign jurisdictions), indicating no Liens other than Liens
permitted under Section 9.2 and otherwise in form and substance satisfactory to
the Administrative Agent.

         11.6.    INSURANCE. The Administrative Agent shall have received
evidence that all insurance required to be maintained pursuant to this Credit
Agreement has been obtained and is in effect.

         11.7.    SOLVENCY CERTIFICATE. Each of the Lenders shall have received
an officer's certificate of the Borrower dated as of the Closing Date as to the
solvency of the Borrower and its Subsidiaries following the consummation of the
transactions contemplated herein and in form and substance satisfactory to the
Lenders.

         11.8.    OPINION OF COUNSEL. The Administrative Agent shall have
received a favorable legal opinion addressed to the Lenders and the
Administrative Agent, dated as of the Closing Date, in form and substance
satisfactory to the Lenders and the Administrative Agent, from Hale and Dorr
LLP, counsel to the Borrower;

         11.9.    PAYMENT OF FEES. The Borrower shall have paid to the Lenders
or the Administrative Agent, as appropriate, the Fees pursuant to Section
Sections 4.6 and 5.1 and all fees costs and expenses incurred by the
Administrative Agent in connection with the preparation and execution of the
Credit Agreement and the other Loan Documents.

         11.10.   FINANCIAL STATEMENTS. The Borrower shall have delivered to the
Administrative Agent its audited consolidated financial statements for the
period ending January 3, 2004.

         11.11.   GOOD STANDING CERTIFICATES. The Administrative Agent shall
have received, with a copy for each Bank, a certificate from the applicable
Secretary of State, or other applicable appropriate authority of such
jurisdiction, evidencing the good standing of the Borrower and each of its
Subsidiaries (excluding Yankee Candle Company (Europe) Limited) in the
jurisdiction of its incorporation.

         11.12.   PAYOFF LETTER. The Administrative Agent shall have received a
payoff letter executed by the administrative agent under the Existing Credit
Agreement, indicating the amount of the loan obligations of the Borrower under
the Existing Credit Agreement to be discharged on the Closing Date and an
acknowledgment by the administrative agent under the Existing Credit Agreement
that upon receipt of such funds (a) it will forthwith execute and deliver to the
Administrative Agent for filing all termination statements and take such other
actions as may be necessary to discharge all mortgages, deeds of trust and
security interests granted by the Borrower or any of its Subsidiaries in favor
of any Person party to the Existing Credit Agreement and (b) the Existing Credit
Agreement shall be terminated.

         11.13.   EXISTING INDEBTEDNESS. No material Indebtedness, other than
the Indebtedness described on Schedule 9.1 hereto, shall exist, and the Lenders
shall be reasonably satisfied with the terms and conditions of all Indebtedness,
if any, of the Borrower and its Subsidiaries.

<PAGE>
                                      -55-

         11.14.   EXISTING LITIGATION. There are no actions, suits, proceedings
or investigations of any kind pending or threatened against the Borrower or any
of its Subsidiaries that, if adversely determined, might, either in any case or
in the aggregate, have a Material Adverse Effect other than as described on
Schedule 7.7 hereto.

         11.15.   NO EVENT OF DEFAULT. As of the date hereof, no Default or
Event of Default shall have occurred and be continuing.

         11.16.   NO MATERIAL ADVERSE CHANGES, ETC. Since the Balance Sheet
Date, and as of the date hereof, there has been no event or occurrence which has
had, or is reasonable likely to have, a Material Adverse Effect.

         11.17.   APPROVALS, ETC. The Borrower shall have received all necessary
or required governmental and third party consents and approvals in connection
with the transactions contemplated in this Credit Agreement, the lack of which
would have a Material Adverse Effect and all applicable waiting periods shall
have elapsed.

         11.18.   COMPLIANCE CERTIFICATE. The Administrative Agent shall have
received a pro forma Compliance Certificate evidencing compliance with the
provisions of Section 10 and certifying as to any other matters referenced in
Section 8.4(f) after giving effect to the transactions contemplated by this
Credit Agreement contemplated to occur on the Closing Date.

         11.19.   ADDITIONAL MATTERS. All other documents and legal matters in
connection with the transactions contemplated by this Credit Agreement shall be
reasonably satisfactory in form and substance to the Administrative Agent and
its counsel.

                           12.      CONDITIONS TO ALL BORROWINGS.

         The obligations of the Lenders to make any Loan, of the Administrative
Agent to make any Swing Line Loan and of the Issuing Lender to issue, extend or
renew any Letter of Credit, in each case whether on or after the Closing Date,
shall also be subject to the satisfaction of the following conditions precedent:

         12.1.    REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
representations and warranties of any of the Borrower and its Subsidiaries
contained in this Credit Agreement, the other Loan Documents or in any document
or instrument delivered pursuant to or in connection with this Credit Agreement
shall be true as of the date as of which they were made and shall also be true
at and as of the time of the making of such Loan or the issuance, extension or
renewal of such Letter of Credit, with the same effect as if made at and as of
that time (except to the extent of changes resulting from transactions
contemplated or permitted by this Credit Agreement and the other Loan Documents
and changes occurring in the ordinary course of business that singly or in the
aggregate are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing or will result
as a result of such Loans.

         12.2.    NO LEGAL IMPEDIMENT. No change shall have occurred in any law
or regulations thereunder or interpretations thereof that in the reasonable
opinion of any Lender would make it illegal for such Lender to make such Loan or
to participate in the issuance, extension or renewal of such Letter of Credit or
in the reasonable opinion of the Administrative Agent would make it illegal for
the Administrative Agent to issue, extend or renew such Letter of Credit.

<PAGE>
                                      -56-

         12.3.    PROCEEDINGS AND DOCUMENTS. All proceedings in connection with
the transactions contemplated by this Credit Agreement, the other Loan Documents
and all other documents incident thereto shall be satisfactory in substance and
in form to the Lenders and to the Administrative Agent and the Administrative
Agent's Special Counsel, and the Lenders, the Administrative Agent and such
counsel shall have received all information and such counterpart originals or
certified or other copies of such documents as the Administrative Agent may
reasonably request.

                           13.      EVENTS OF DEFAULT; ACCELERATION; ETC.

         13.1.    EVENTS OF DEFAULT AND ACCELERATION. If any of the following
events ("Events of Default" or, if the giving of notice or the lapse of time or
both is required, then, prior to such notice or lapse of time, "Defaults") shall
occur:

                  (a)      the Borrower or any of its Subsidiaries shall fail to
         pay (i) when and as required to be paid herein, any amount of principal
         of any Loan or any Reimbursement Obligation, or (ii) within five (5)
         days after the same becomes due, any interest on any Loan or on any
         Reimbursement Obligation, any fee due hereunder or other amount payable
         hereunder or under any other Loan Document;

                  (b)      the Borrower or any of its Subsidiaries shall fail to
         perform or observe any term, covenant or agreement contained in any of
         Sections 8.4, 8.5, 8.6, 8.8, 8.10, 8.11, 9 or 10;

                  (c)      the Borrower or any of its Subsidiaries shall fail to
         perform or observe any other covenant or agreement (not specified in
         subsection (a) or (b) above) contained in any Loan Document on its part
         to be performed or observed and such failure continues for thirty (30)
         days;

                  (d)      any representation, warranty, certification or
         statement of fact made or deemed made by or on behalf of the Borrower
         or any of its Subsidiaries herein, in any other Loan Document, or in
         any document delivered in connection herewith or therewith shall be
         incorrect or misleading when made or deemed made;

                  (e)      the Borrower or any Subsidiary of the Borrower shall
         (A) fail to make any payment when due (whether by scheduled maturity,
         required prepayment, acceleration, demand, or otherwise) in respect of
         any Indebtedness (other than Indebtedness hereunder and Indebtedness
         under Hedge Agreements) having an aggregate principal amount (including
         undrawn committed or available amounts and including amounts owing to
         all creditors under any combined or syndicated credit arrangement) of
         more than $10,000,000, or (B) fail to observe or perform any other
         agreement or condition relating to any such Indebtedness or contained
         in any instrument or agreement evidencing, securing or relating
         thereto, or any other event occurs, the effect of which default or
         other event is to cause, or to permit the holder or holders of such
         Indebtedness (or a trustee or agent on behalf of such holder or
         holders) to cause, with the giving of notice if required, such
         Indebtedness to be demanded or to become due or to be repurchased,
         prepaid, defeased or redeemed (automatically or otherwise), or an offer
         to repurchase, prepay, defease or redeem such Indebtedness to be made,
         prior to its stated maturity;

                  (f)      the Borrower or any of its Subsidiaries (other than
         any Subsidiary which is a Non-Significant Subsidiary) shall make an
         assignment for the benefit of creditors, or admit in writing its
         inability to pay or generally fail to pay its debts as they mature or
         become due, or shall petition or apply for the appointment of a trustee
         or other custodian, liquidator or receiver of the Borrower or any of
         its Subsidiaries or of any substantial part of the assets of the
         Borrower or any of its Subsidiaries or shall commence any case or other
         proceeding relating to the Borrower or

<PAGE>
                                      -57-

         any of its Subsidiaries under any bankruptcy, reorganization,
         arrangement, insolvency, readjustment of debt, dissolution or
         liquidation or similar law of any jurisdiction, now or hereafter in
         effect, or shall take any action to authorize or in furtherance of any
         of the foregoing, or if any such petition or application shall be filed
         or any such case or other proceeding shall be commenced against the
         Borrower or any of its Subsidiaries and the Borrower or any of its
         Subsidiaries shall indicate its approval thereof, consent thereto or
         acquiescence therein or such petition or application shall not have
         been dismissed within sixty (60) days following the filing thereof;

                  (g)      a decree or order is entered appointing any such
         trustee, custodian, liquidator or receiver or adjudicating the Borrower
         or any of its Subsidiaries (other than any Subsidiary which is a
         Non-Significant Subsidiary) bankrupt or insolvent, or approving a
         petition in any such case or other proceeding, or a decree or order for
         relief is entered in respect of the Borrower or any Subsidiary of the
         Borrower in an involuntary case under federal bankruptcy laws as now or
         hereafter constituted;

                  (h)      there is entered against the Borrower or any
         Subsidiary (i) a final judgment or order for the payment of money in an
         aggregate amount exceeding $10,000,000 (to the extent not covered by
         independent third-party insurance as to which the insurer does not
         dispute coverage), or (ii) any one or more non-monetary final judgments
         that would have individually or in the aggregate, a Material Adverse
         Effect and, in either case, (A) enforcement proceedings are commenced
         by any creditor upon such judgment or order that are not promptly
         stayed, or (B) there is a period of twenty (20) consecutive days during
         which a stay of enforcement of such judgment, by reason of a pending
         appeal or otherwise, is not in effect;

                  (i)      the holders of all or any part of the Subordinated
         Debt shall accelerate the maturity of all or any part of the
         Subordinated Debt, the Subordinated Debt shall be prepaid, redeemed or
         repurchased in whole or in part or an offer to prepay, redeem or
         repurchase the Subordinated Debt in whole or in part shall have been
         made;

                  (j)      any Loan Document, at any time after its execution
         and delivery and for any reason other than as expressly permitted
         hereunder or satisfaction in full of all the Obligations, shall cease
         to be in full force and effect; or the Borrower or any of its
         Subsidiaries shall contest in any manner the validity or enforceability
         of any Loan Document; or the Borrower or any of its Subsidiaries shall
         deny that it has any or further liability or obligation under any Loan
         Document, or shall purport to revoke or rescind any Loan Document;

                  (k)      (i) an ERISA Reportable Event occurs with respect to
         a Guaranteed Pension Plan or Multiemployer Plan which has resulted or
         could reasonably be expected to result in liability of the Borrower
         under Title IV of ERISA to the Guaranteed Pension Plan, Multiemployer
         Plan or the PBGC in an aggregate amount in excess of $5,000,000, or
         (ii) the Borrower or any ERISA Affiliate shall fail to pay when due,
         after the expiration of any applicable grace period, any installment
         payment with respect to its withdrawal liability under Section 4201 of
         ERISA under a Multiemployer Plan in an aggregate amount in excess of
         $5,000,000;

                  (l)      the Borrower or any of its Subsidiaries shall be
         enjoined, restrained or in any way prevented by the order of any
         Governmental Authority from conducting any material part of the
         business of the Borrower and its Subsidiaries, taken as a whole, and
         such order shall continue in effect for more than thirty (30) days; or

                  (m)      a Change of Control shall occur;

<PAGE>
                                      -58-

then, and in any such event, so long as the same may be continuing, the
Administrative Agent may, and upon the request of the Required Lenders shall, by
notice in writing to the Borrower declare all amounts owing with respect to this
Credit Agreement, the Notes and the other Loan Documents and all Reimbursement
Obligations to be, and they shall thereupon forthwith become, immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by the Borrower; provided that in the
event of any Event of Default specified in Sections 13.1(f) or 13.1(g) all such
amounts shall become immediately due and payable automatically and without any
requirement of notice from the Administrative Agent or any Lender.

         13.2.    TERMINATION OF COMMITMENTS. If any one or more of the Events
of Default specified in Section 13.1(f) or Section 13.1(g) shall occur, any
unused portion of the credit hereunder shall forthwith terminate and each of the
Lenders and the Administrative Agent shall be relieved of all further
obligations to make Loans, or, as the case may be, Swing Line Loans, to the
Borrower and the Issuing Lender shall be relieved of all further obligations to
issue, extend or renew Letters of Credit. If any other Event of Default shall
have occurred and be continuing, the Administrative Agent may and, upon the
request of the Required Lenders, shall, (a) by notice to the Borrower, (i)
terminate the unused portion of the credit hereunder, and (ii) upon such notice
being given such unused portion of the credit hereunder shall terminate
immediately and each of the Lenders and the Administrative Agent shall be
relieved of all further obligations to make Loans, or, as the case may be, Swing
Line Loans, and the Issuing Lender shall be relieved of all further obligations
to issue, extend or renew Letters of Credit and (b) exercise on behalf of itself
and the Lenders all rights and remedies available to the Lenders under the Loans
Documents and applicable law. No termination of the credit hereunder shall
relieve the Borrower or any of its Subsidiaries of any of the Obligations.

         13.3.    APPLICATION OF FUNDS. After the exercise of remedies provided
for in Section 13.2 (or after the Loans have automatically become immediately
due and payable and the Reimbursement Obligations have automatically been
required to be collateralized as set forth in Section 4.2 (c)), any amounts
received on account of the Obligations shall be applied by the Administrative
Agent in the following order:

                  First, to payment of that portion of the Obligations
         constituting fees, indemnities, expenses and other amounts (including
         attorney fees and expenses, and amounts payable under Section 5.6)
         payable to the Administrative Agent in its capacity as such;

                  Second, to payment of that portion of the Obligations
         constituting fees, indemnities and other amounts (other than principal
         and interest) payable to the Lenders (including attorney fees and
         expenses, and amounts payable under Section 5.6), ratably among them in
         proportion to the amounts described in this clause Second payable to
         them;

                  Third, to payment of that portion of the Obligations
         constituting accrued and unpaid interest on the Loans, Letter of Credit
         Fees and other Obligations, ratably among the Lenders in proportion to
         the respective amounts described in this clause Third payable to them;

                  Fourth, to payment of that portion of the Obligations
         constituting unpaid principal of the Loans and Letter of Credit Fees,
         ratably among the Lenders in proportion to the respective amounts
         described in this clause Fourth held by them;

                  Fifth, to the Administrative Agent for the account of the
         Issuing Lender, to cash collateralize the Maximum Drawing Amount; and

                  Last, the balance, if any, after all of the Obligations have
         been indefeasibly paid in full, to the Borrower or as otherwise
         required by Law.

<PAGE>
                                      -59-

Amounts used to cash collateralize the aggregate Maximum Drawing Amount pursuant
to clause Fifth above shall be applied to satisfy drawings under such Letters of
Credit as they occur. If any amount remains on deposit as cash collateral after
all Letters of Credit have either been fully drawn or expired, such remaining
amount shall be applied to the other Obligations, if any, in the order set forth
above.

                           14.      THE ADMINISTRATIVE AGENT.

         14.1.    AUTHORIZATION.

                  (a)      Each Lender hereby irrevocably appoints, designates
         and authorizes the Administrative Agent to take such action on its
         behalf and to exercise all such powers as are hereunder and under any
         of the other Loan Documents and any related documents delegated to the
         Administrative Agent, together with such powers as are reasonably
         incident thereto, provided that no duties or responsibilities not
         expressly assumed herein or therein shall be implied to have been
         assumed by the Administrative Agent.

                  (b)      The relationship between the Administrative Agent and
         each of the Lenders is that of an independent contractor. The use of
         the term "Administrative Agent" is for convenience only and is used to
         describe, as a form of convention, the independent contractual
         relationship between the Administrative Agent and each of the Lenders.
         Nothing contained in this Credit Agreement nor the other Loan Documents
         shall be construed to create an agency, trust or other fiduciary
         relationship between the Administrative Agent and any of the Lenders.

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

         14.2.    EMPLOYEES AND ADMINISTRATIVE AGENTS. The Administrative Agent
may exercise its powers and execute its duties by or through employees or agents
and shall be entitled to take, and to rely on, advice of counsel concerning all
matters pertaining to its rights and duties under this Credit Agreement and the
other Loan Documents. The Administrative Agent may utilize the services of such
Persons as the Administrative Agent in its sole discretion may reasonably
determine, and all reasonable fees and expenses of any such Persons shall be
paid by the Borrower.

         14.3.    NO LIABILITY. Neither the Administrative Agent nor any of its
shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent or employee thereof, shall be liable to any
Lender for any waiver, consent or approval given or any action taken, or omitted
to be taken, in good faith by it or them hereunder or under any of the other
Loan Documents, or in connection herewith or therewith, or be responsible to any
Lender for the consequences of any oversight or error of judgment whatsoever,
except that the Administrative Agent or such other Person, as the case may be,
may be liable for losses due to its willful misconduct or gross negligence.

         14.4.    NO REPRESENTATIONS. The Administrative Agent shall not be
responsible for the execution or validity or enforceability of this Credit
Agreement, the Notes, the Letters of Credit, any of the other Loan Documents or
any instrument at any time constituting, or intended to constitute, collateral
security for the Notes, or for the value of any such collateral security or for
the validity, enforceability or

<PAGE>
                                      -60-

collectability of any such amounts owing with respect to the Notes, or for any
recitals or statements, warranties or representations made herein or in any of
the other Loan Documents or in any certificate or instrument hereafter furnished
to it by or on behalf of the Borrower or any of its Subsidiaries, or be bound to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein or in any instrument at any time
constituting, or intended to constitute, collateral security for the Notes or to
inspect any of the properties, books or records of the Borrower or any of its
Subsidiaries. The Administrative Agent shall not be bound to ascertain whether
any notice, consent, waiver or request delivered to it by the Borrower or any
holder of any of the Notes shall have been duly authorized or is true, accurate
and complete. The Administrative Agent has not made nor does it now make any
representations or warranties, express or implied, nor does it assume any
liability to the Lenders, with respect to the credit worthiness or financial
conditions of the Borrower or any of its Subsidiaries. Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agent or
any other Lender, and based upon such information and documents as it has deemed
appropriate, made its own credit analysis and decision to enter into this Credit
Agreement.

         14.5.    PAYMENTS.

                  14.5.1.  PAYMENTS TO ADMINISTRATIVE AGENT. A payment by the
         Borrower to the Administrative Agent hereunder or any of the other Loan
         Documents for the account of any Lender shall constitute a payment to
         such Lender. The Administrative Agent agrees promptly to distribute to
         each Lender such Lender's pro rata share of payments received by the
         Administrative Agent for the account of the Lenders except as otherwise
         expressly provided herein or in any of the other Loan Documents.

                  14.5.2.  DISTRIBUTION BY ADMINISTRATIVE AGENT. If in the
         opinion of the Administrative Agent the distribution of any amount
         received by it in such capacity hereunder, under the Notes or under any
         of the other Loan Documents might involve it in liability, it may
         refrain from making distribution until its right to make distribution
         shall have been adjudicated by a court of competent jurisdiction. If a
         court of competent jurisdiction shall adjudge that any amount received
         and distributed by the Administrative Agent is to be repaid, each
         Person to whom any such distribution shall have been made shall either
         repay to the Administrative Agent its proportionate share of the amount
         so adjudged to be repaid or shall pay over the same in such manner and
         to such Persons as shall be determined by such court.

                  14.5.3.  DEFAULTING LENDERS. Each Defaulting Lender shall be
         deemed to have assigned any and all payments due to it from the
         Borrower, whether on account of outstanding Loans, Unpaid Reimbursement
         Obligations, interest, fees or otherwise, to the remaining
         nondefaulting Lenders for application to, and reduction of, their
         respective pro rata shares of all outstanding Loans and Unpaid
         Reimbursement Obligations. The Defaulting Lender hereby authorizes the
         Administrative Agent to distribute such payments to the nondefaulting
         Lenders in proportion to their respective pro rata shares of all
         outstanding Loans and Unpaid Reimbursement Obligations. A Defaulting
         Lender shall be deemed to have satisfied in full a default when and if,
         as a result of application of the assigned payments to all outstanding
         Loans and Unpaid Reimbursement Obligations of the nondefaulting
         Lenders, the Lenders' respective pro rata shares of all outstanding
         Loans and Unpaid Reimbursement Obligations have returned to those in
         effect immediately prior to such default and without giving effect to
         the nonpayment causing such default.

         14.6.    HOLDERS OF NOTES. The Administrative Agent may deem and treat
the payee of any Note or the purchaser of any Letter of Credit Participation as
the absolute owner or purchaser thereof for all

<PAGE>
                                      -61-

purposes hereof until it shall have been furnished in writing with a different
name by such payee or by a subsequent holder, assignee or transferee.

         14.7.    INDEMNITY. The Lenders ratably agree hereby to indemnify and
hold harmless the Administrative Agent and its affiliates from and against any
and all claims, actions and suits (whether groundless or otherwise), losses,
damages, costs, expenses (including any expenses for which the Administrative
Agent or such affiliate has not been reimbursed by the Borrower as required by
Section 16.2), and liabilities of every nature and character arising out of or
related to this Credit Agreement, the Notes, or any of the other Loan Documents
or the transactions contemplated or evidenced hereby or thereby, or the
Administrative Agent's actions taken hereunder or thereunder, except to the
extent that any of the same shall be directly caused by the Administrative
Agent's willful misconduct or gross negligence.

         14.8.    ADMINISTRATIVE AGENT AS LENDER. In its individual capacity,
Citizens shall have the same obligations and the same rights, powers and
privileges in respect to its Commitment and the Loans made by it, and as the
holder of any of the Notes and as the purchaser of any Letter of Credit
Participations, as it would have were it not also the Administrative Agent.

         14.9.    RESIGNATION. The Administrative Agent may resign at any time
by giving thirty (30) days prior written notice thereof to the Lenders and the
Borrower; provided that any resignation by the Administrative Agent shall also
constitute its resignation as Issuing Lender; provided further that,
notwithstanding such Issuing Lender's resignation, the Issuing Lender's
obligations to issue Letters of Credit hereunder shall continue until a
successor Issuing Lender is appointed in accordance with the terms of this
Section  14.9. Upon any such resignation, the Required Lenders shall have the
right to appoint a successor Administrative Agent and, unless the Required
Lenders determine otherwise, such successor Administrative Agent shall also be
the successor Issuing Lender. Unless a Default or Event of Default shall have
occurred and be continuing, such successor Administrative Agent shall be
reasonably acceptable to the Borrower. If no successor Administrative Agent
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within thirty (30) days after the retiring Administrative
Agent's giving of notice of resignation, then the retiring Administrative Agent
may, on behalf of the Lenders, appoint a successor Administrative Agent, which
shall be a financial institution having a rating of not less than A or its
equivalent by S&P, and, unless the Required Lenders determine otherwise, such
successor Administrative Agent shall also be the successor Issuing Lender;
provided that so long as no Default or Event of Default shall have occurred and
be continuing, the Borrower shall have given its prior written consent to such
appointment (such consent of the Borrower not to be unreasonably withheld). Upon
the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent and Issuing Lender, and the
retiring Administrative Agent and Issuing Lender shall be discharged from its
duties and obligations hereunder. After any retiring Administrative Agent's and
Issuing Lender's resignation, the provisions of this Credit Agreement and the
other Loan Documents shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as Administrative
Agent and as Issuing Lender.

         14.10.   ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

                  (a)      In case of the pendency of any receivership,
         insolvency, liquidation, bankruptcy, reorganization, arrangement,
         adjustment, composition or other judicial, administrative or like
         proceeding or any assignment for the benefit of creditors relative to
         the Borrower or any of its Subsidiaries, the Administrative Agent
         (irrespective of whether the principal of any Loan, Reimbursement
         Obligation or Unpaid Reimbursement Obligation shall then be due and
         payable as herein expressed or by declaration or otherwise and
         irrespective of whether the Administrative
<PAGE>
                                      -62-

         Agent shall have made any demand on the Borrower) shall be entitled and
         empowered, by intervention in such proceeding, under any such
         assignment or otherwise:

                           (i)      to file and prove a claim for the whole
                  amount of the principal and interest owing and unpaid in
                  respect of the Loans, Reimbursement Obligations or Unpaid
                  Reimbursement Obligations and all other Obligations that are
                  owing and unpaid and to file such other documents as may be
                  necessary or advisable in order to have the claims of the
                  Lenders and the Administrative Agent (including any claim for
                  the reasonable compensation, expenses, disbursements and
                  advances of the Lenders and the Administrative Agent and their
                  respective agents and counsel and all other amounts due the
                  Lenders and the Administrative Agent under Sections 2.2, 4.6,
                  5.1 and 16.2) allowed in such proceeding or under any such
                  assignment; and

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

                  (b)      Any custodian, receiver, assignee, trustee,
         liquidator, sequestrator or other similar official in any such
         proceeding or under any such assignment is hereby authorized by each
         Lender to make such payments to the Administrative Agent and, in the
         event that the Administrative Agent shall consent to the making of such
         payments directly to the Lenders, nevertheless to pay to the
         Administrative Agent any amount due for the reasonable compensation,
         expenses, disbursements and advances of the Administrative Agent and
         its agents and counsel, and any other amounts due the Administrative
         Agent under Sections 2.2, 4.6, 5.1 and 16.2.

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

         14.11.   NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Lender
hereby agrees that, upon learning of the existence of a Default or an Event of
Default, it shall promptly notify the Administrative Agent thereof. The
Administrative Agent hereby agrees that upon receipt of any notice under this
Section 14.11 it shall promptly notify the other Lenders of the existence of
such Default or Event of Default.

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

                           15.      SUCCESSORS AND ASSIGNS.

         15.1.    GENERAL CONDITIONS. The provisions of this Credit Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (a) to an
Eligible Assignee in accordance with the provisions of Section 15.2, (b) by way
of participation in accordance with the provisions of Section 15.4 or (c) by way
of pledge or
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                                      -63-

assignment of a security interest subject to the restrictions of Section 15.6
(and any other attempted assignment or transfer by any party hereto shall be
null and void). Nothing in this Credit Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in Section 15.4 and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Credit Agreement
or any of the other Loan Documents.

      15.2. ASSIGNMENTS. Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Credit Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it); provided that:

            (a)   except in the cases of an assignment of the entire remaining
      amount of the assigning Lender's Commitment and the Loans at the time
      owing to it or of an assignment to a Lender or a Lender Affiliate that is
      not an Approved Fund, the aggregate amount of the Commitment (which for
      this purpose includes Loans outstanding thereunder) or, if the applicable
      Commitment is not then in effect, the principal outstanding balance of the
      Loan of the assigning Lender subject to each such assignment (determined
      as of the date on which the Assignment and Acceptance with respect to such
      assignment is delivered to the Administrative Agent) shall not be less
      than $5,000,000 unless each of the Administrative Agent and, so long as no
      Default or Event of Default has occurred and is continuing, the Borrower
      otherwise consent (each such consent not to be unreasonably withheld or
      delayed);

            (b)   each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Credit Agreement with respect to the Loan or the Commitment
      assigned, it being understood that non-pro rata assignments of or among
      any of the Commitments, the Loans, Reimbursement Obligations are not
      permitted;

            (c)   (i) any assignment of a Commitment must be approved by the
      Administrative Agent (such approval of the Administrative Agent not to be
      unreasonably withheld) unless the Person that is the proposed assignee is
      itself a Lender with a Commitment (whether or not the proposed assignee
      would otherwise qualify as an Eligible Assignee) and (ii) unless such
      assignment is to a Lender or a Lender Affiliate that is not an Approved
      Fund , so long as no Default or Event of Default shall have occurred and
      be continuing, the Borrower shall have given its prior written consent to
      such assignment (such consent of the Borrower not to be unreasonably
      withheld); and

            (d)   the parties to each assignment shall execute and deliver to
      the Administrative Agent an Assignment and Acceptance, together with a
      processing and recordation fee of $3,500 and the Eligible Assignee, if it
      shall not be a Lender, shall deliver to the Administrative Agent an
      Administrative Questionnaire.

Subject to acceptance and recording thereof by the Administrative Agent pursuant
to Section 15.3, from and after the effective date specified in each Assignment
and Acceptance, the Eligible Assignee thereunder shall be a party to this Credit
Agreement and, to the extent of the interest assigned by such Assignment and
Acceptance have the rights and obligations of a Lender under this Credit
Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Credit Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Credit Agreement, such Lender shall cease to be a party hereto) but shall
continue to be entitled to the benefits of (i) Sections 5.2.2, 5.6, 5.7, and 5.9
with respect to facts and circumstances occurring prior to the effective date of

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                                      -64-

such assignment and (ii) Section 16.3 notwithstanding such assignment. Any
assignment or transfer by a Lender of rights or obligations under this Credit
Agreement that does not comply with this paragraph shall be treated for purposes
of this Credit Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with Section 15.4. Upon request, the
Borrower (at its expense) shall execute and deliver Note(s) to the assignee
Lender.

      15.3. REGISTER. The Administrative Agent, acting solely for this purpose
as an agent of the Borrower, shall maintain at the Administrative Agent's Office
a copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Credit Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

      15.4. PARTICIPATIONS. Any Lender may at any time, without the consent of,
or notice to, the Borrower or the Administrative Agent, sell participations to
any Person (other than a natural person) (each, a "Participant") in all or a
portion of such Lender's rights and/or obligations under this Credit Agreement
(including all or a portion of its Commitment and/or the Loans owing to it);
provided that (a) such Lender's obligations under this Credit Agreement shall
remain unchanged, (b) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (c) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Credit Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Credit Agreement and to approve any
amendment, modification or waiver of any provision of this Credit Agreement;
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver that would reduce the principal of or the interest rate
on any Loans, extend the term or increase the amount of the Commitment of such
Lender as it relates to such Participant, reduce the amount of any Commitment
Fee, Utilization Fee or Letter of Credit Fees to which such Participant is
entitled or extend any regularly scheduled payment date for principal or
interest. Subject to Section 15.5, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 5.2.2, 5.6, 5.7 and 5.9 to the
same extent as if it were a Lender and had acquired its interest by assignment
pursuant to Section 15.2. To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 16.1 as though it were a Lender,
provided such Participant agrees to be subject to Section 16.1 as though it were
a Lender.

      15.5. PAYMENTS TO PARTICIPANTS. A Participant shall not be entitled to
receive any greater payment under Sections 5.2.2, 5.6 and 5.7 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant. A Participant that would be a Non-U.S.
Lender if it were a Lender shall not be entitled to the benefits of Section
5.2.2 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Section 5.2.3 as though it were a Lender.

      15.6. MISCELLANEOUS ASSIGNMENT PROVISIONS. A Lender may at any time grant
a security interest in all or any portion of its rights under this Credit
Agreement to secure obligations of such Lender, including without limitation (a)
any pledge or assignment to secure obligations to any of the twelve Federal
Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C.
Section 341 and (b) with respect to any Lender that is a Fund, to any lender or
any trustee for, or any other representative of, holders of obligations owed or
securities issued by such Fund as security for such obligations or securities

<PAGE>

                                      -65-

or any institutional custodian for such Fund or for such lender; provided that
no such grant shall release such Lender from any of its obligations hereunder,
provide any voting rights hereunder to the secured party thereof, substitute any
such secured party for such Lender as a party hereto or affect any rights or
obligations of the Borrower or Administrative Agent hereunder. If any Reference
Lender transfers all of its interest, rights and obligations under this Credit
Agreement, the Administrative Agent shall, in consultation with the Borrower and
with the consent of the Borrower and the Required Lenders, appoint another
Lender to act as a Reference Lender hereunder.

                     16. PROVISIONS OF GENERAL APPLICATIONS.

      16.1. SETOFF. The Borrower hereby grants to the Administrative Agent and
each of the Lenders a right of setoff as security for all liabilities and
obligations to the Administrative Agent and each Lender, whether now existing or
hereafter arising, upon and against all deposits, credits, collateral and
property, now or hereafter in the possession, custody, safekeeping or control of
the Administrative Agent or such Lender or any Lender Affiliate and their
successors and assigns or in transit to any of them. Regardless of the adequacy
of any collateral, if any Event of Default shall have occurred, any deposits or
other sums credited by or due from any of the Lenders to the Borrower and any
securities or other property of the Borrower in the possession of such Lender
may be applied to or set off by such Lender against the payment of Obligations
and any and all other liabilities, direct, or indirect, absolute or contingent,
due or to become due, now existing or hereafter arising, of the Borrower to such
Lender. Each of the Lenders agree with each other Lender that (a) if an amount
to be set off is to be applied to Indebtedness of the Borrower to such Lender,
other than Indebtedness evidenced by the Notes held by such Lender or
constituting Reimbursement Obligations owed to such Lender, such amount shall be
applied ratably to such other Indebtedness and to the Indebtedness evidenced by
all such Notes held by such Lender or constituting Reimbursement Obligations
owed to such Lender, and (b) if such Lender shall receive from the Borrower,
whether by voluntary payment, exercise of the right of setoff, counterclaim,
cross action, enforcement of the claim evidenced by the Notes held by, or
constituting Reimbursement Obligations owed to, such Lender by proceedings
against the Borrower at law or in equity or by proof thereof in bankruptcy,
reorganization, liquidation, receivership or similar proceedings, or otherwise,
and shall retain and apply to the payment of the Note or Notes held by, or
Reimbursement Obligations owed to, such Lender any amount in excess of its
ratable portion of the payments received by all of the Lenders with respect to
the Notes held by, and Reimbursement Obligations owed to, all of the Lenders,
such Lender will make such disposition and arrangements with the other Lenders
with respect to such excess, either by way of distribution, pro tanto assignment
of claims, subrogation or otherwise as shall result in each Lender receiving in
respect of the Notes held by it or Reimbursement Obligations owed it, its
proportionate payment as contemplated by this Credit Agreement; provided that if
all or any part of such excess payment is thereafter recovered from such Lender,
such disposition and arrangements shall be rescinded and the amount restored to
the extent of such recovery, but without interest.

      16.2. EXPENSES. The Borrower agrees to pay (a) the reasonable costs of
producing and reproducing this Credit Agreement, the other Loan Documents and
the other agreements and instruments mentioned herein, (b) any and all recording
and filing fees and any and all liabilities with respect to, or resulting from
any delay in paying, stamp, excise and other similar taxes, if any (excluding,
in any event, taxes covered by Section 5.2.2), which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Credit Agreement, the other Loan Documents and any such
other documents, (c) the reasonable fees, expenses and disbursements of the
Administrative Agent's Special Counsel or any local counsel to the
Administrative Agent incurred in connection with the preparation or
interpretation of the Loan Documents and other instruments mentioned herein,
each closing hereunder, any amendments, modifications, approvals, consents or
waivers hereto or hereunder, or the cancellation of any Loan

<PAGE>

                                      -66-

Document upon payment in full in cash of all of the Obligations or pursuant to
any terms of such Loan Document for providing for such cancellation, (d) the
reasonable fees, expenses and disbursements of the Administrative Agent or any
of its affiliates incurred by the Administrative Agent or such affiliate in
connection with the preparation or interpretation of the Loan Documents and
other instruments mentioned herein, (e) all reasonable out-of-pocket expenses
(including without limitation reasonable attorneys' fees and costs, which
attorneys may be employees of any Lender or the Administrative Agent, and
reasonable consulting, accounting, appraisal, investment banking and similar
professional fees and charges) incurred by any Lender or the Administrative
Agent in connection with (i) the enforcement of or preservation of rights under
any of the Loan Documents against the Borrower or any of its Subsidiaries or the
administration thereof after the occurrence of a Default or Event of Default and
(ii) any litigation, proceeding or dispute whether arising hereunder or
otherwise, in any way related to any Lender's or the Administrative Agent's
relationship with the Borrower or any of its Subsidiaries and (g) all reasonable
fees, expenses and disbursements of any Lender or the Administrative Agent
incurred in connection with UCC searches. The covenants contained in this
Section 16.2 shall survive payment or satisfaction in full of all other
obligations.

      16.3. INDEMNIFICATION. The Borrower agrees to indemnify and hold harmless
the Administrative Agent, its affiliates and the Lenders from and against any
and all claims, actions and suits whether groundless or otherwise, and from and
against any and all liabilities, losses, damages and expenses of every nature
and character arising out of this Credit Agreement or any of the other Loan
Documents or the transactions contemplated hereby including, without limitation,
(a) any actual or proposed use by the Borrower or any of its Subsidiaries of the
proceeds of any of the Loans or Letters of Credit, (b) the reversal or
withdrawal of any provisional credits granted by the Administrative Agent upon
the transfer of funds from lock box, bank agency, concentration accounts or
otherwise under any cash management arrangements with the Borrower or any
Subsidiary or in connection with the provisional honoring of funds transfers,
checks or other items, (c) the Borrower or any of its Subsidiaries entering into
or performing this Credit Agreement or any of the other Loan Documents or (d)
with respect to the Borrower and its Subsidiaries and their respective
properties and assets, any actual or alleged presence or release of Hazardous
Substances on or from any Real Estate, or any Environmental Liability related in
any way to the Borrower or any of its Subsidiaries, in each case including,
without limitation, the reasonable fees and disbursements of counsel and
allocated costs of internal counsel incurred in connection with any such
investigation, litigation or other proceeding, except to the extent that any of
the foregoing are directly caused by the gross negligence or willful misconduct
of the otherwise indemnified party. In litigation, or the preparation therefor,
the Lenders and the Administrative Agent and its affiliates shall be entitled to
select their own counsel and, in addition to the foregoing indemnity, the
Borrower agrees to pay promptly the reasonable fees and expenses of such
counsel. If, and to the extent that the obligations of the Borrower under this
Section 16.3 are unenforceable for any reason, the Borrower hereby agrees to
make the maximum contribution to the payment in satisfaction of such obligations
which is permissible under applicable law. The covenants contained in this
Section 16.3 shall survive payment or satisfaction in full of all other
Obligations.

      16.4. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

            16.4.1. CONFIDENTIALITY. Each of the Lenders and the Administrative
      Agent agrees, on behalf of itself and each of its affiliates, directors,
      officers, employees and representatives, to use reasonable precautions to
      keep confidential, in accordance with their customary procedures for
      handling confidential information of the same nature and in accordance
      with safe and sound banking practices, any non-public information supplied
      to it by the Borrower or any of its Subsidiaries pursuant to this Credit
      Agreement and any disclosure permitted hereunder shall be on a need to
      know basis. Subject to clause (a) of this Section 16.4.1, the Lenders and
      the Administrative Agent shall presume that any information supplied to it
      by the Borrower or any of its Subsidiaries is

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                                      -67-

      non-public information. Notwithstanding the foregoing, nothing herein
      shall limit the disclosure of any such information in connection with this
      Credit Agreement and the transactions contemplated hereby (a) after such
      information shall have become public other than through a violation of
      this Section 16.4, or becomes available to any of the Lenders or the
      Administrative Agent on a nonconfidential basis from a source other than
      the Borrower, (b) to the extent required by statute, rule, regulation or
      judicial process, (c) to counsel for any of the Lenders or the
      Administrative Agent, (d) to bank examiners or any other regulatory
      authority having jurisdiction over any Lender or the Administrative Agent,
      or to auditors or accountants, (e) to the Administrative Agent or any
      Lender, (f) in connection with any litigation to which any one or more of
      the Lenders, the Administrative Agent or any Financial Affiliate is a
      party, or in connection with the enforcement of rights or remedies
      hereunder or under any other Loan Document, (g) to a Lender Affiliate or a
      Subsidiary or affiliate of the Administrative Agent, (h) to any actual or
      prospective assignee or participant or any actual or prospective
      counterparty (or its advisors) to any swap or derivative transactions
      referenced to credit or other risks or events arising under this Credit
      Agreement or any other Loan Document so long as such assignee, participant
      or counterparty, as the case may be, agrees to be bound by provisions
      substantially the same as those of this Section 16.4 or (i) with the
      consent of the Borrower.

            16.4.2. PRIOR NOTIFICATION. Unless specifically prohibited by
      applicable law or court order, each of the Lenders and the Administrative
      Agent shall, prior to disclosure thereof, notify the Borrower of any
      request for disclosure of any such non-public information by any
      governmental agency or representative thereof (other than any such request
      in connection with an examination of the financial condition of such
      Lender by such governmental agency) or pursuant to legal process.

            16.4.3. OTHER. In no event shall any Lender or the Administrative
      Agent be obligated or required to return any materials furnished to it or
      any Financial Affiliate by the Borrower or any of its Subsidiaries. The
      obligations of each Lender under this Section 16.4 shall supersede and
      replace the obligations of such Lender under any confidentiality letter in
      respect of this financing signed and delivered by such Lender to the
      Borrower prior to the date hereof and shall be binding upon any assignee
      of, or purchaser of any participation in, any interest in any of the Loans
      or Reimbursement Obligations from any Lender.

      16.5. SURVIVAL OF COVENANTS, ETC. All covenants, agreements,
representations and warranties made herein, in the Notes, in any of the other
Loan Documents or in any documents or other papers delivered by or on behalf of
the Borrower or any of its Subsidiaries pursuant hereto shall be deemed to have
been relied upon by the Lenders and the Administrative Agent, notwithstanding
any investigation heretofore or hereafter made by any of them, and shall survive
the making by the Lenders of any of the Loans and the issuance, extension or
renewal of any Letters of Credit, as herein contemplated, and shall continue in
full force and effect so long as any Letter of Credit or any amount due under
this Credit Agreement or the Notes or any of the other Loan Documents remains
outstanding or any Lender has any obligation to make any Loans or the
Administrative Agent has any obligation to issue, extend or renew any Letter of
Credit, and for such further time as may be otherwise expressly specified in
this Credit Agreement. All statements contained in any certificate or other
paper delivered to any Lender or the Administrative Agent at any time by or on
behalf of the Borrower or any of its Subsidiaries pursuant hereto or in
connection with the transactions contemplated hereby shall constitute
representations and warranties by the Borrower or such Subsidiary hereunder.

      16.6. NOTICES. Except as otherwise expressly provided in this Credit
Agreement, all notices and other communications made or required to be given
pursuant to this Credit Agreement or the Notes or any Letter of Credit
Applications shall be in writing and shall be delivered in hand, mailed by
United

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                                      -68-

States registered or certified first class mail, postage prepaid, sent by
overnight courier, or sent by telegraph, telecopy, facsimile or telex and
confirmed by delivery via courier or postal service, addressed as follows:

            (a)   if to the Borrower, at 16 Yankee Candle Way, South Deerfield,
      Massachusetts, USA, Attention: Robert R.Spellman, Senior Vice President,
      Finance and Chief Financial Officer, or at such other address for notice
      as the Borrower shall last have furnished in writing to the Person giving
      the notice;

            (b)   if to the Administrative Agent, at 28 State Street, Boston,
      Massachusetts 02109, USA, Attention: Daniel G. Bernard, Vice President, or
      such other address for notice as the Administrative Agent shall last have
      furnished in writing to the Person giving the notice; and

            (c)   if to any Lender, at such Lender's address set forth on
      Schedule 1 hereto, or such other address for notice as such Lender shall
      have last furnished in writing to the Person giving the notice.

      Any such notice or demand shall be deemed to have been duly given or made
and to have become effective (i) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile and
(ii) if sent by registered or certified first-class mail, postage prepaid, on
the third Business Day following the mailing thereof.

      16.7. GOVERNING LAW. THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS
UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW). THE
BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH
OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN Section 16.6.
THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

      16.8. HEADINGS. The captions in this Credit Agreement are for convenience
of reference only and shall not define or limit the provisions hereof.

      16.9. COUNTERPARTS. This Credit Agreement and any amendment hereof may be
executed in several counterparts and by each party on a separate counterpart,
each of which when executed and delivered shall be an original, and all of which
together shall constitute one instrument. In proving this Credit Agreement it
shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought. Delivery by facsimile by
any of the parties hereto of an executed counterpart hereof or of any amendment
or waiver hereto shall be as effective as an original executed counterpart
hereof or of such amendment or waiver and shall be considered a representation
that an original executed counterpart hereof or such amendment or waiver, as the
case may be, will be delivered.

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                                      -69-

      16.10. ENTIRE AGREEMENT, ETC. The Loan Documents and any other documents
executed in connection herewith or therewith express the entire understanding of
the parties with respect to the transactions contemplated hereby. Neither this
Credit Agreement nor any term hereof may be changed, waived, discharged or
terminated, except as provided in Section 16.12.

      16.11. WAIVER OF JURY TRIAL. EACH PARTY TO THIS CREDIT AGREEMENT HEREBY
WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT
OF ANY DISPUTE IN CONNECTION WITH THIS CREDIT AGREEMENT, THE NOTES OR ANY OF THE
OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY,
INCLUDING ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF
THE ADMINISTRATIVE AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE
LOANS OR ENFORCEMENT OF THE LOAN DOCUMENTS AND AGREES THAT IT WILL NOT SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. Except as prohibited by law, each party to this
Credit Agreement hereby waives any right it may have to claim or recover in any
litigation referred to in the preceding sentence any special, exemplary,
punitive or consequential damages or any damages other than, or in addition to,
actual damages. The Borrower (a) certifies that no representative, agent or
attorney of any Lender or the Administrative Agent has represented, expressly or
otherwise, that such Lender or the Administrative Agent would not, in the event
of litigation, seek to enforce the foregoing waivers and (b) acknowledges that
the Administrative Agent and the Lenders have been induced to enter into this
Credit Agreement, the other Loan Documents to which it is a party by, among
other things, the waivers and certifications contained herein.

      16.12. CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval
required or permitted by this Credit Agreement to be given by the Lenders may be
given, and any term of this Credit Agreement, the other Loan Documents or any
other instrument related hereto or mentioned herein may be amended, and the
performance or observance by the Borrower or any of its Subsidiaries of any
terms of this Credit Agreement, the other Loan Documents or such other
instrument or the continuance of any Default or Event of Default may be waived
(either generally or in a particular instance and either retroactively or
prospectively) with, but only with, the written consent of the Borrower and the
written consent of the Required Lenders. Notwithstanding the foregoing, no
amendment, modification or waiver shall:

            (a)   without the written consent of the Borrower and each Lender
      directly affected thereby:

                  (i)   reduce or forgive the principal amount of any Loans or
            Reimbursement Obligations, or reduce the rate of interest on the
            Notes or the amount of the Commitment Fees, the Utilization Fee or
            Letter of Credit Fees (other than interest accruing pursuant to
            Section 5.10 following the effective date of any waiver by the
            Required Lenders of the Default or Event of Default relating
            thereto);

                  (ii)  increase the amount of such Lender's Commitment or
            extend the expiration date of such Lender's Commitment;

                  (iii) postpone or extend the Tranche A Loan Maturity Date or
            the Tranche B Loan Maturity Date or any other regularly scheduled
            dates for payments of principal of,

<PAGE>

                                      -70-

            or interest on, the Loans or Reimbursement Obligations or any Fees
            or other amounts payable to such Lender (it being understood that
            (A) a waiver of the application of the Default Rate pursuant to
            Section 5.10, and (B) any vote to rescind any acceleration made
            pursuant to Section 13.1 of amounts owing with respect to the Loans
            and other Obligations shall require only the approval of the
            Required Lenders); and

                  (iv)  other than pursuant to a transaction permitted by the
            terms of this Credit Agreement (including, without limitation, the
            sale of a Subsidiary Guarantor), release all or substantially all of
            the Guarantors from their guaranty obligations under the Guaranties;

            (b)   without the written consent of all of the Lenders, amend or
      waive this Section 16.12 or the definition of Required Lenders;

            (c)   without the written consent of the Administrative Agent, amend
      or waive Section 2.6.3, Section 14 or any other provision applicable to
      the Administrative Agent; and

            (d)   without the written consent of the Issuing Lender, amend or
      waive this Section 16.12(d) or any provision in Section 4.

No waiver shall extend to or affect any obligation not expressly waived or
impair any right consequent thereon. No course of dealing or delay or omission
on the part of the Administrative Agent or any Lender in exercising any right
shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice
to or demand upon the Borrower shall entitle the Borrower to other or further
notice or demand in similar or other circumstances.

      16.13. SEVERABILITY. The provisions of this Credit Agreement are severable
and if any one clause or provision hereof shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Credit
Agreement in any jurisdiction.

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

<PAGE>

      IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

                                      THE YANKEE CANDLE COMPANY, INC.

                                      By:
                                          ______________________________________
                                          Name: Robert R. Spellman
                                          Title: Senior Vice President, Finance
                                          and Chief Financial Officer

                                      CITIZENS BANK OF MASSACHUSETTS,
                                      individually and as Administrative Agent

                                      By:
                                          ______________________________________
                                          Name
                                          Title:

                                      WACHOVIA BANK, N.A., individually and as
                                      Syndication Agent

                                      By:
                                          ______________________________________
                                          Name:
                                          Title:

                                      FLEET NATIONAL BANK, individually and as
                                      Documentation Agent

                                      By:
                                          ______________________________________
                                          Name:
                                          Title:

<PAGE>

                                       -2-

                                      HSBC BANK USA

                                      By:
                                          ______________________________________
                                          Name
                                          Title:

                                      KEYBANK NATIONAL ASSOCIATION

                                      By:
                                          ______________________________________
                                          Name:
                                          Title:

                                      BANKNORTH, N.A.

                                      By:
                                          ______________________________________
                                          Name:
                                          Title:

                                      MIZUHO CORPORATE BANK (USA)

                                      By:
                                          ______________________________________
                                          Name
                                          Title:

                                      COMERICA BANK

                                      By:
                                          ______________________________________
                                          Name:
                                          Title:

<PAGE>

                                       -3-

                                      SOVEREIGN BANK

                                      By:
                                          ______________________________________
                                          Name:
                                          Title: