EXHIBIT 10.5
                                                                    ------------










                                CREDIT AGREEMENT

                          Dated as of January 28, 2005

                                      among

                                  SCHAWK, INC.,

                                as the Borrower,

       THE ALTERNATE CURRENCY BORROWERS FROM TIME TO TIME PARTIES HERETO,


                       THE INSTITUTIONS FROM TIME TO TIME

                            PARTIES HERETO AS LENDERS

                                       and

                            JPMORGAN CHASE BANK, N.A.

                          as Agent and Collateral Agent


   ___________________________________________________________________________

                          J.P. MORGAN SECURITIES INC.,
                      AS LEAD ARRANGER AND SOLE BOOK RUNNER
  _____________________________________________________________________________


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                                TABLE OF CONTENTS
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ARTICLE  I:   DEFINITIONS.........................................................................................1
     1.1.     Certain Defined Terms...............................................................................1
     1.2.     References.........................................................................................28
     1.3.     Supplemental Disclosure............................................................................28

ARTICLE  II:  REVOLVING LOAN FACILITIES..........................................................................28
     2.1.     [Reserved].........................................................................................28
     2.2.     Revolving Loans....................................................................................28
     2.3.     Swing Line Loans...................................................................................29
     2.4.     Rate Options for all Advances; Maximum Interest Periods............................................31
     2.5.     Optional Payments; Mandatory Prepayments...........................................................32
     2.6.     Reduction of Commitments...........................................................................34
     2.7.     Method of Borrowing................................................................................34
     2.8.     Method of Selecting Types and Interest Periods for Advances........................................35
     2.9.     Minimum Amount of Each Advance.....................................................................35
     2.10.    Method of Selecting Types and Interest Periods for Conversion and Continuation of Advances.........36
     2.11.    Default Rate.......................................................................................37
     2.12.    Method of Payment..................................................................................37
     2.13.    Evidence of Debt...................................................................................38
     2.14.    Telephonic Notices.................................................................................39
     2.15.    Promise to Pay; Interest and Commitment Fees; Interest Payment Dates; Interest and Fee
              Basis; Taxes; Loan and Control Accounts............................................................39
     2.16.    Notification of Advances, Interest Rates, Prepayments and Aggregate Revolving Loan
              Commitment Reductions..............................................................................45
     2.17.    Lending Installations..............................................................................45
     2.18.    Non-Receipt of Funds by the Agent..................................................................45
     2.19.    Termination Date...................................................................................45
     2.20.    Replacement of Certain Lenders.....................................................................46
     2.21.    Alternate Currency Loans...........................................................................47
     2.22.    Judgment Currency..................................................................................49
     2.23.    Market Disruption; Denomination of Amounts in Dollars; Dollar Equivalent of Reimbursement
              Obligations........................................................................................49
     2.24.    Payments to be Free and Clear......................................................................50
     2.25.    Additional Alternate Currency Borrowers............................................................51
     2.26.    Increase of Aggregate Revolving Loan Commitment....................................................51

ARTICLE  III:  THE LETTER OF CREDIT FACILITY.....................................................................53
     3.1.     Obligation to Issue Letters of Credit..............................................................53
     3.2.     Transitional Provision.............................................................................53
     3.3.     Types and Amounts..................................................................................53
     3.4.     Conditions.........................................................................................54
     3.5.     Procedure for Issuance of Letters of Credit........................................................54
     3.6.     Letter of Credit Participation.....................................................................54
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     3.7.     Reimbursement Obligation...........................................................................55
     3.8.     Letter of Credit Fees..............................................................................56
     3.9.     Issuing Bank Reporting Requirements................................................................56
     3.10.    Indemnification; Exoneration.......................................................................56
     3.11.    Cash Collateral....................................................................................57

ARTICLE  IV:  CHANGE IN CIRCUMSTANCES............................................................................58
     4.1.     Yield Protection...................................................................................58
     4.2.     Changes in Capital Adequacy Regulations............................................................59
     4.3.     Availability of Types of Advances..................................................................59
     4.4.     Funding Indemnification............................................................................59
     4.5.     Lender Statements; Survival of Indemnity...........................................................60

ARTICLE  V:  CONDITIONS PRECEDENT................................................................................60
     5.1.     Initial Advances and Letters of Credit.............................................................60
     5.2.     Each Advance and Letter of Credit..................................................................63
     5.3.     Initial Advance to Each New Alternate Currency Borrower............................................64

ARTICLE  VI:  REPRESENTATIONS AND WARRANTIES.....................................................................64
     6.1.     Organization; Corporate Powers.....................................................................64
     6.2.     Authority..........................................................................................65
     6.3.     No Conflict; Governmental Consents.................................................................65
     6.4.     Financial Statements...............................................................................66
     6.5.     No Material Adverse Change.........................................................................66
     6.6.     Taxes..............................................................................................67
     6.7.     Litigation; Loss Contingencies and Violations......................................................67
     6.8.     Subsidiaries.......................................................................................68
     6.9.     ERISA..............................................................................................68
     6.10.    Accuracy of Information............................................................................69
     6.11.    Securities Activities..............................................................................69
     6.12.    Material Agreements................................................................................69
     6.13.    Compliance with Laws...............................................................................69
     6.14.    Assets and Properties..............................................................................70
     6.15.    Statutory Indebtedness Restrictions................................................................70
     6.16.    Insurance..........................................................................................70
     6.17.    Labor Matters......................................................................................70
     6.18.    No Default or Unmatured Default....................................................................70
     6.19.    Environmental Matters..............................................................................70
     6.20.    Solvency...........................................................................................71
     6.21.    Representations and Warranties of each Alternate Currency Borrower.................................71

ARTICLE  VII:  COVENANTS.........................................................................................73
     7.1.     Reporting..........................................................................................73
     7.2.     Affirmative Covenants..............................................................................78
     7.3.     Negative Covenants.................................................................................81
     7.4.     Financial Covenants................................................................................89

ARTICLE  VIII:  DEFAULTS.........................................................................................90
     8.1.     Defaults...........................................................................................90
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ARTICLE  IX:  ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES.................................93
     9.1.     Termination of Revolving Loan Commitments; Acceleration............................................93
     9.2.     Defaulting Lender..................................................................................94
     9.3.     Amendments.........................................................................................95
     9.4.     Preservation of Rights.............................................................................96

ARTICLE  X:  GENERAL PROVISIONS..................................................................................96
     10.1.    Survival of Representations........................................................................96
     10.2.    Governmental Regulation............................................................................97
     10.3.    Performance of Obligations.........................................................................97
     10.4.    Headings...........................................................................................97
     10.5.    Entire Agreement...................................................................................97
     10.6.    Several Obligations; Benefits of this Agreement....................................................98
     10.7.    Expenses; Indemnification..........................................................................98
     10.8.    Numbers of Documents..............................................................................100
     10.9.    Accounting........................................................................................100
     10.10.   Severability of Provisions........................................................................100
     10.11.   Nonliability of Lenders...........................................................................100
     10.12.   GOVERNING LAW.....................................................................................100
     10.13.   CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL...........................................100
     10.14.   USA Patriot Act Notification......................................................................101

ARTICLE  XI:  THE AGENTS........................................................................................102
     11.1.    Appointment; Nature of Relationship...............................................................102
     11.2.    Powers............................................................................................102
     11.3.    General Immunity..................................................................................102
     11.4.    No Responsibility for Loans, Creditworthiness, Recitals, Etc......................................103
     11.5.    Action on Instructions of Lenders.................................................................103
     11.6.    Employment of Agents and Counsel..................................................................103
     11.7.    Reliance on Documents; Counsel....................................................................103
     11.8.    The Agents' and the Alternate Currency Bank's Reimbursement and Indemnification...................103
     11.9.    Rights as a Lender................................................................................104
     11.10.   Lender Credit Decision............................................................................104
     11.11.   Successor Agent...................................................................................104
     11.12.   Guarantor and Collateral Issues...................................................................105

ARTICLE  XII:  SETOFF; RATABLE PAYMENTS.........................................................................106
     12.1.    Setoff............................................................................................106
     12.2.    Ratable Payments..................................................................................107
     12.3.    Application of Payments...........................................................................107
     12.4.    Relations Among Lenders...........................................................................108

ARTICLE  XIII:  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS...............................................108
     13.1.    Successors and Assigns............................................................................108
     13.2.    Participations....................................................................................109
     13.3.    Assignments.......................................................................................110
     13.4.    Confidentiality...................................................................................112
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     13.5.    Dissemination of Information......................................................................112
     13.6.    Tax Certifications................................................................................113

ARTICLE  XIV:  NOTICES..........................................................................................113
     14.1.    Giving Notice.....................................................................................113
     14.2.    Change of Address.................................................................................113

ARTICLE  XV:  COUNTERPARTS......................................................................................113

ARTICLE  XVI:  BORROWER GUARANTEE...............................................................................113
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                                       iv
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                                CREDIT AGREEMENT

         This Credit Agreement dated as of January 28, 2005 is entered into
among SCHAWK, INC., a Delaware corporation (the "BORROWER"), one or more
Subsidiaries of the Borrower (whether now existing or hereafter formed and party
to an Alternate Currency Addendum, collectively referred to herein as the
"ALTERNATE CURRENCY BORROWERS"), the institutions from time to time parties
hereto as Lenders, whether by execution of this Agreement or an Assignment
Agreement pursuant to Section 13.3, and JPMORGAN CHASE BANK, N.A., in its
capacity as contractual representative for itself and the other Lenders. The
parties hereto agree as follows:

                             ARTICLE I: DEFINITIONS

         1.1. Certain Defined Terms. In addition to the terms defined above, the
following terms used in this Agreement shall have the following meanings,
applicable both to the singular and the plural forms of the terms defined.

         As used in this Agreement:

         "ACQUISITION" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
Borrower or any of its Subsidiaries (i) acquires any going business or all or
substantially all of the assets of any firm, corporation or division thereof,
whether through purchase of assets, merger or otherwise or (ii) directly or
indirectly acquires (in one transaction or as the most recent transaction in a
series of transactions) at least a majority (in number of votes) of the
securities of a corporation which have ordinary voting power for the election of
directors (other than securities having such power only by reason of the
happening of a contingency) or a majority (by percentage of voting power) of the
outstanding equity interests of another Person.

         "ADVANCE" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made by the Lenders to the Borrower of the same Type
and, in the case of Eurocurrency Rate Advances and Alternate Currency Loans, in
the same currency and for the same Interest Period.

         "AFFECTED FOREIGN SUBSIDIARY" is defined in the definition of
"Subsidiary Guarantor".

         "AFFECTED LENDER" is defined in Section 2.20 hereof.

         "AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of greater than nine and nine-tenths percent (9.90%) or more of any
class of voting securities (or other voting interests) of the controlled Person
or possesses, directly or indirectly, the power to direct or cause the direction
of the management or policies of the controlled Person, whether through
ownership of Capital Stock, by contract or otherwise.

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         "AGENT" means JPMorgan in its capacity as contractual representative
for itself and the Lenders pursuant to Article XI hereof and any successor Agent
appointed pursuant to Article XI hereof.

         "AGENTS" means the Agent and the Collateral Agent.

         "AGGREGATE REVOLVING LOAN COMMITMENT" means the aggregate of the
Revolving Loan Commitments of all the Lenders, as may be increased or reduced
from time to time pursuant to the terms hereof. The initial Aggregate Revolving
Loan Commitment is One Hundred Million and 00/100 Dollars ($100,000,000).

         "AGREED CURRENCIES" means (i) Dollars and (ii) any other Eligible
Currency which the Borrower requests the Agent to include as an Agreed Currency
hereunder and which is acceptable to one-hundred percent (100%) of the Lenders
with a Revolving Loan Commitment; provided that the Agent shall promptly notify
each such Lender of each such request and each such Lender shall be deemed not
to have agreed to each such request unless its written consent thereto has been
received by the Agent within five (5) Business Days from the date of such
notification by the Agent to such Lender.

         "AGREED LETTER OF CREDIT CURRENCIES" means (i) Dollars and (ii) any
other currency which the Borrower requests an Issuing Bank to include as an
Agreed Letter of Credit Currency and which is acceptable to such Issuing Bank.

         "AGREEMENT" means this Credit Agreement, as it may be amended, restated
or otherwise modified and in effect from time to time.

         "AGREEMENT ACCOUNTING PRINCIPLES" means generally accepted accounting
principles as in effect in the United States as of the date of this Agreement,
applied in a manner consistent with that used in preparing the financial
statements of the Borrower referred to in Section 6.4(B)(1) hereof, provided,
however, that with respect to the calculation of financial ratios and other
financial tests required by this Agreement, "Agreement Accounting Principles"
means generally accepted accounting principles as in effect in the United States
as of the date of this Agreement, applied in a manner consistent with that used
in preparing the financial statements of the Borrower referred to in Section
6.4(A) hereof; provided, further, however, all pro forma financial statements
reflecting Acquisitions shall be prepared in accordance with the requirements
established by the Commission for acquisition accounting for reporting
acquisitions by public companies (whether or not such Acquisitions are required
to be publicly reported); provided, further, that no change in accounting
principles shall be made from those used in preparing the financial statements
referred to in Section 6.4 hereof, including, without limitation, with respect
to the nature or classification of accounts, closing proceedings, levels of
reserves, or levels of accruals other than as a result of objective changes in
the underlying business; provided, further, that for purposes of the preceding
clauses, "changes in accounting principles" or "changes in Agreement Accounting
Principles" includes all changes in accounting principles, policies, practices,
procedures, or methodologies with respect to financial statements, their
classification, or their display, as well as all changes in practices, methods,
conventions, or assumptions used in making accounting estimates.

                                       2
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         "ALTERNATE BASE RATE" means, for any day, a fluctuating rate of
interest per annum equal to the higher of (i) the Prime Rate for such day and
(ii) the sum of (a) the Federal Funds Effective Rate for such day and (b)
one-half of one percent (0.50%) per annum.

         "ALTERNATE CURRENCY" shall mean (i) only so long as each such currency
remains an Eligible Currency, Canadian Dollars and British Pounds Sterling and
(ii) any other Eligible Currency which the applicable Borrower requests the
Alternate Currency Bank to include as an Alternate Currency hereunder and which
is acceptable to the Alternate Currency Bank and with respect to which an
Alternate Currency Addendum has been executed by an Alternate Currency Borrower
and the Alternate Currency Bank in connection therewith.

         "ALTERNATE CURRENCY ADDENDUM" means an addendum substantially in the
form of Exhibit J with such modifications thereto as shall be approved by the
Alternate Currency Bank and the Agent.

         "ALTERNATE CURRENCY BANK" means JPMorgan (or any Affiliate, branch or
agency thereof) to the extent it is party to an Alternate Currency Addendum. If
any agency, branch or Affiliate of JPMorgan shall be a party to an Alternate
Currency Addendum, such agency, branch or Affiliate shall, to the extent of any
commitment extended and any Loans made by it, have all the rights of JPMorgan
hereunder; provided, however, that JPMorgan shall to the exclusion of such
agency, branch or Affiliate, continue to have all the voting rights vested in it
by the terms hereof.

         "ALTERNATE CURRENCY BORROWER" means each of the Borrower's
Subsidiaries, whether now existing or hereafter formed, that is a party to an
Alternate Currency Addendum, which Subsidiary shall have delivered to the Agent
an Assumption Letter in accordance with Section 2.25 and such other documents as
may be required pursuant to this Agreement, in each case together with its
respective successors and assigns including a debtor-in-possession on behalf of
such Alternate Currency Borrower.

         "ALTERNATE CURRENCY BORROWING" means any borrowing consisting of a Loan
made in an Alternate Currency.

         "ALTERNATE CURRENCY COMMITMENT" means, for the Alternate Currency Bank
for each Alternate Currency, the obligation of such Alternate Currency Bank to
make Alternate Currency Loans not exceeding the Dollar Amount set forth in the
applicable Alternate Currency Addendum, as such amount may be modified from time
to time pursuant to the terms of this Agreement and the applicable Alternate
Currency Addendum.

         "ALTERNATE CURRENCY INTEREST PERIOD" means, with respect to any
Alternate Currency Loan, the Interest Period as set forth on the applicable
Alternate Currency Addendum.

         "ALTERNATE CURRENCY LOAN" means any Loan denominated in an Alternate
Currency made by the Alternate Currency Bank to an Alternate Currency Borrower
pursuant to Section 2.21 and an Alternate Currency Addendum.

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         "ALTERNATE CURRENCY RATE" means, for any day for any Alternate Currency
Loan, the per annum rate of interest selected by the applicable Alternate
Currency Borrower under and as set forth in the applicable Alternate Currency
Addendum.

         "APPLICABLE COMMITMENT FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under Section 2.15(C)(i) hereof determined in accordance with the
provisions of Section 2.15(D)(ii) hereof.

         "APPLICABLE EUROCURRENCY MARGIN" means, as at any date of
determination, the rate per annum then applicable to Eurocurrency Rate Loans
determined in accordance with the provisions of Section 2.15(D)(ii) hereof.

         "APPLICABLE FLOATING RATE MARGIN" means, as at any date of
determination, the rate per annum then applicable to Floating Rate Loans
determined in accordance with the provisions of Section 2.15(D)(ii) hereof.

         "APPLICABLE L/C FEE PERCENTAGE" means, as at any date of determination,
the rate per annum then applicable to the letter of credit fee under Section
3.8(a) hereof in accordance with the provisions of Section 2.15(D)(ii) hereof.

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

         "APPROXIMATE EQUIVALENT AMOUNT" means any currency with respect to any
amount of Dollars shall mean the Equivalent Amount of such currency with respect
to such amount of Dollars at such date, rounded up to the nearest amount of such
currency as determined by the Agent from time to time.

         "ARRANGER" means J.P. Morgan Securities Inc., in its capacity as the
arranger for the loan transaction evidenced by this Agreement.

         "ASSIGNMENT AGREEMENT" means an assignment and acceptance agreement
entered into in connection with an assignment pursuant to Section 13.3 hereof in
substantially the form of Exhibit D.

         "ASSET SALE" means, with respect to any Person, the sale, lease,
conveyance, disposition or other transfer by such Person of any of its assets
(including by way of a sale-leaseback transaction, and including the sale or
other transfer of any of the Equity Interests of any Subsidiary of such Person)
to any Person other than the Borrower or any of its wholly-owned Subsidiaries
other than (i) the sale of Inventory in the ordinary course of business, (ii)
the sale or other disposition of any obsolete, redundant, excess, damaged or
worn-out Equipment disposed of in the ordinary course of business and (iii)
leases of personal property (including leases or licenses of intellectual
property) and leases of surplus or redundant real property.

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         "ASSUMPTION LETTER" means a letter of any Subsidiary which is a Foreign
Incorporated Subsidiary addressed to the Lenders in substantially the form of
Exhibit M hereto pursuant to which such Subsidiary agrees to become an Alternate
Currency Borrower and agrees to be bound by the terms and conditions hereof as
if originally a party hereto.

         "AUTHORIZED OFFICER" means any of the President, any Vice President or
Chief Financial Officer of the Borrower, acting singly.

         "BANKRUPTCY CODE" is defined in Article XVI hereof.

         "BENEFIT PLAN" means a defined benefit plan as defined in Section 3(35)
of ERISA (other than a Multiemployer Plan) in respect of which the Borrower or
any other member of the Controlled Group is, or within the immediately preceding
six (6) years was, an "employer" as defined in Section 3(5) of ERISA.

         "BORROWER" means Schawk, Inc., a Delaware corporation, together with
its successors and assigns, including a debtor-in-possession on behalf of the
Borrower, and "BORROWERS" shall mean, collectively, the Borrower and the
Alternate Currency Borrowers.

         "BORROWER GUARANTEE" is defined in Article XVI hereof.

         "BORROWER GUARANTEED OBLIGATIONS" is defined in Article XVI hereof.

         "BORROWING DATE" means a date on which an Advance or Swing Line Loan is
made hereunder.

         "BORROWING/CONVERSION/CONTINUATION NOTICE" is defined in Section 2.8
hereof.

         "BRITISH POUNDS STERLING" means the lawful currency of Great Britain.

         "BUSINESS DAY" means (i) with respect to any borrowing, payment or rate
selection of Loans bearing interest at the Eurocurrency Rate, a day (other than
a Saturday or Sunday) on which banks are open for business in Chicago, Illinois
and New York, New York and on which dealings in Dollars and the other Agreed
Currencies are carried on in the London interbank market and (ii) for all other
purposes a day (other than a Saturday or Sunday) on which banks are open for
business in Chicago, Illinois and New York, New York.

         "CANADIAN DOLLARS" means the lawful currency of Canada.

         "CAPITAL EXPENDITURES" means, for any period, the aggregate of all
expenditures (whether or not paid in cash and including Capitalized Leases and
purchase money indebtedness) by the Borrower and its consolidated Subsidiaries
during that period that, in conformity with Agreement Accounting Principles, are
required to be included in or reflected by the property, plant, equipment or
similar fixed asset accounts reflected in the consolidated balance sheet of the
Borrower and its Subsidiaries; provided, however, that the term "Capital
Expenditures" shall not include (a) expenditures made in connection with the
replacement, substitution or restoration of assets (i) to the extent financed
from insurance proceeds paid on account of the loss of or damage

                                       5
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to the assets being replaced or restored or (ii) with awards of compensation
arising from the taking by eminent domain or condemnation of the assets being
replaced; (b) the purchase price of equipment that is purchased simultaneously
with the trade-in of existing equipment to the extent that the gross amount of
such purchase price is reduced by the credit granted by the seller of such
equipment for the equipment being traded in at such time; (c) the purchase of
plant, property or equipment made within one year of the sale of any asset to
the extent purchased with the proceeds of such sale; (d) the portion of the
purchase price in connection with any acquisition that would otherwise be
included as additions to property, plant or equipment; and (e) expenditures made
in connection with any acquisition.

         "CAPITAL STOCK" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person;
provided, however, that "Capital Stock" shall not include any debt securities
convertible into equity securities prior to such conversion.

         "CAPITALIZED LEASE" of a Person means any lease of property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles.

         "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be capitalized
on a balance sheet of such Person prepared in accordance with Agreement
Accounting Principles.

         "CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guaranteed by the governments of the United States and backed by
the full faith and credit of the United States government; (ii) domestic and
Eurocurrency certificates of deposit and time deposits, bankers' acceptances and
floating rate certificates of deposit issued by any commercial bank organized
under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies (fully protected against
currency fluctuations for any such deposits with a term of more than ninety (90)
days); (iii) shares of money market, mutual or similar funds having assets in
excess of $100,000,000 and the investments of which are limited to investment
grade securities (i.e., securities rated at least Baa by Moody's Investors
Service, Inc. or at least BBB by Standard & Poor's Ratings Group, a division of
The McGraw-Hill Companies, Inc.); and (iv) commercial paper of United States and
foreign banks and bank holding companies and their subsidiaries and United
States and foreign finance, commercial industrial or utility companies which, at
the time of acquisition, are rated A-1 (or better) by Standard & Poor's Ratings
Group, a division of The McGraw-Hill Companies, Inc., or P-1 (or better) by
Moody's Investors Services, Inc.; provided that the maturities of such Cash
Equivalents shall not exceed three hundred sixty-five (365) days from the date
of acquisition thereof.

         "CASH FLOW LEVERAGE RATIO" is defined in Section 7.4(B) hereof.

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         "CHANGE" means (i) any change after the date of this Agreement in the
"Risk-Based Capital Guidelines" (as defined below) excluding, for the avoidance
of doubt, the effect of any phasing in of such Risk-Based Capital Guidelines or
any other capital requirements passed prior to the date hereof, or (ii) any
adoption of or change in any other law, governmental or quasi-governmental rule,
regulation, policy, guideline, interpretation, or directive (whether or not
having the force of law) after the date of this Agreement and having general
applicability to all banks and financial institutions within the jurisdiction in
which such Lender operates which affects the amount of capital required or
expected to be maintained by any Lender or any Lending Installation or any
corporation controlling any Lender.

         "CHANGE OF CONTROL" means an event or series of events by which:

                  (a) any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the exchange Act of 1934), becomes the
         "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Exchange Act of 1934, provided that a person shall be deemed to have
         "beneficial ownership" of all securities that such person has the right
         to acquire, whether such right is exercisable immediately or only after
         the passage of time), directly or indirectly, of thirty-five percent
         (35%) or more of the combined voting power of the Borrower's
         outstanding Capital Stock ordinarily having the right to vote at an
         election of directors; or

                  (b) the majority of the board of directors of the Borrower
         fails to consist of Continuing Directors; or

                  (c) the Borrower consolidates with or merges into another
         corporation or conveys, transfers or leases all or substantially all of
         its property to any Person, or any corporation consolidates with or
         merges into the Borrower, in either event pursuant to a transaction in
         which the outstanding Capital Stock of the Borrower is reclassified or
         changed into or exchanged for cash, securities or other property; or

                  (d) the Borrower shall cease to own and control at least
         eighty percent (80%) of the economic and voting rights associated with
         all of the outstanding Capital Stock of its existing Subsidiaries as of
         the Closing Date.

         "CLOSING DATE" means January 28, 2005.

         "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

         "COLLATERAL" means all pledged Capital Stock in or upon which a
security interest or Lien is from time to time granted to the Collateral Agent,
for the benefit of the Holders of Secured Obligations, whether under the Foreign
Pledge Agreements, under any of the other Collateral Documents or under any of
the other Loan Documents.

                                       7
<PAGE>

         "COLLATERAL AGENT" means JPMorgan in its capacity as Collateral Agent
for the Holders of Secured Obligations under the Intercreditor Agreement and any
successor Collateral Agent appointed pursuant to the terms thereof.

         "COLLATERAL DOCUMENTS" means all agreements, instruments and documents
executed in connection with this Agreement pursuant to which the Collateral
Agent is granted a security interest in Collateral, including, without
limitation, the Foreign Pledge Agreements and all other security agreements,
loan agreements, notes, guarantees, subordination agreements, pledges, powers of
attorney, consents, assignments, contracts, fee letters, notices, leases,
financing statements and all other written matter whether heretofore, now, or
hereafter executed by or on behalf of the Borrower or any of its Subsidiaries
and delivered to the Collateral Agent or any of the Lenders, together with all
agreements and documents referred to therein or contemplated thereby.

         "COMMISSION" means the Securities and Exchange Commission of the United
States of America and any Person succeeding to the functions thereof.

         "COMMITMENT AND ACCEPTANCE" is defined in Section 2.26 hereof.

         "COMMITMENT INCREASE NOTICE" is defined in Section 2.26 hereof.

         "CONSOLIDATED NET WORTH" means, at a particular date, all amounts which
would be included under shareholders' equity on the consolidated balance sheet
for the Borrower and its consolidated Subsidiaries determined in accordance with
Agreement Accounting Principles.

         "CONSOLIDATED TANGIBLE ASSETS" means the total assets of the Borrower
and its Subsidiaries on a consolidated basis (determined in accordance with
Agreement Accounting Principles), but excluding therefrom all items that are
treated as intangibles under Agreement Accounting Principles.

         "CONTAMINANT" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, asbestos, polychlorinated biphenyls ("PCBS"), or any
constituent of any such substance or waste, and includes but is not limited to
these terms as defined in Environmental, Health or Safety Requirements of Law.

         "CONTINGENT OBLIGATION", as applied to any Person, means any
Contractual Obligation, contingent or otherwise, of that Person with respect to
any Indebtedness of another or other obligation or liability of another,
including, without limitation, any such Indebtedness, obligation or liability of
another directly or indirectly guaranteed, endorsed (otherwise than for
collection or deposit in the ordinary course of business), co-made or discounted
or sold with recourse by that Person, or in respect of which that Person is
otherwise directly or indirectly liable, including Contractual Obligations
(contingent or otherwise) arising through any agreement to purchase, repurchase,
or otherwise acquire such Indebtedness, obligation or liability or any security
therefor, or to provide funds for the payment or discharge thereof (whether in
the form of loans, advances, stock purchases, capital contributions or
otherwise), or to maintain solvency, assets,

                                       8
<PAGE>

level of income, or other financial condition, or to make payment other than for
value received. The amount of any Contingent Obligation shall be equal to the
present value of the portion of the obligation so guaranteed or otherwise
supported, in the case of known recurring obligations, and the maximum
reasonably anticipated liability in respect of the portion of the obligation so
guaranteed or otherwise supported assuming such Person is required to perform
thereunder, in all other cases.

         "CONTINUING DIRECTOR" means, with respect to any Person as of any date
of determination, any member of the board of directors of such Person who (a)
was a member of such board of directors on the date of this Agreement, or (b)
was nominated for election or elected to such board of directors with the
approval of the Continuing Directors who were members of such board at the time
of such nomination or election.

         "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision
of any equity or debt securities issued by that Person or any indenture,
mortgage, deed of trust, security agreement, pledge agreement, guaranty,
contract, undertaking, agreement or instrument, in any case in writing, to which
that Person is a party or by which it or any of its properties is bound, or to
which it or any of its properties is subject.

         "CONTROLLED GROUP" means the group consisting of (i) any corporation
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as the Borrower; (ii) a partnership or
other trade or business (whether or not incorporated) which is under common
control (within the meaning of Section 414(c) of the Code) with the Borrower;
and (iii) a member of the same affiliated service group (within the meaning of
Section 414(m) of the Code) as the Borrower, any corporation described in clause
(i) above or any partnership or trade or business described in clause (ii)
above.

         "CONTROLLED SUBSIDIARY" of any Person means a Subsidiary of such Person
(i) ninety percent (90%) or more of the total Equity Interests or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more wholly-owned Subsidiaries of
such Person and (ii) of which such Person possesses, directly or indirectly, the
power to direct or cause the direction of the management or policies, whether
through the ownership of voting securities, by agreement or otherwise.

         "CURE LOAN" is defined in Section 9.2(iii) hereof.

         "CUSTOMARY PERMITTED LIENS" means:

                  (i) Liens (other than Environmental Liens and Liens in favor
         of the IRS or the PBGC) with respect to the payment of taxes,
         assessments or governmental charges in all cases which are not yet due
         or (if foreclosure, distrait, sale or other similar proceedings shall
         not have been commenced or any such proceeding after being commenced is
         stayed) which are being contested in good faith by appropriate
         proceedings properly instituted and diligently conducted and with
         respect to which adequate reserves or other appropriate provisions are
         being maintained in accordance with Agreement Accounting Principles;

                                       9
<PAGE>

                  (ii) statutory Liens of landlords and Liens of suppliers,
         mechanics, carriers, materialmen, warehousemen or workmen and other
         similar Liens imposed by law created in the ordinary course of business
         for amounts not yet due or which are being contested in good faith by
         appropriate proceedings properly instituted and diligently conducted
         and with respect to which adequate reserves or other appropriate
         provisions are being maintained in accordance with Agreement Accounting
         Principles;

                  (iii) Liens (other than Environmental Liens and Liens in favor
         of the IRS or the PBGC) incurred or deposits made in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance or other types of social security benefits or to
         secure the performance of bids, tenders, sales, contracts (other than
         for the repayment of borrowed money), surety, appeal and performance
         bonds; provided that (A) all such Liens do not in the aggregate
         materially detract from the value of the Borrower's or such
         Subsidiary's assets or property taken as a whole or materially impair
         the use thereof in the operation of the businesses taken as a whole,
         and (B) all Liens securing bonds to stay judgments or in connection
         with appeals do not secure at any time an aggregate amount exceeding
         $10,000,000;

                  (iv) Liens arising with respect to zoning restrictions,
         easements, encroachments, licenses, reservations, covenants,
         rights-of-way, utility easements, building restrictions and other
         similar charges, restrictions or encumbrances on the use of real
         property which do not in any case materially detract from the value of
         the property subject thereto or materially interfere with the ordinary
         use or occupancy of the real property or with the ordinary conduct of
         the business of the Borrower or any of its Subsidiaries;

                  (v) Liens of attachment or judgment with respect to judgments,
         writs or warrants of attachment, or similar process against the
         Borrower or any of its Subsidiaries which do not constitute a Default
         under Section 8.1(H) hereof; and

                  (vi) any interest or title of the lessor in the property
         subject to any operating lease entered into by the Borrower or any of
         its Subsidiaries in the ordinary course of business.

         "DEFAULT" means an event described in Article VIII hereof.

         "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
that is ninety-one (91) days after the Revolving Loan Termination Date.

         "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

         "DOLLAR" and "$" means dollars in the lawful currency of the United
States of America.

                                       10
<PAGE>

         "DOLLAR AMOUNT" of any currency at any date shall mean (i) the amount
of such currency if such currency is Dollars or (ii) the Equivalent Amount of
Dollars if such currency is any currency other than Dollars.

         "DOMESTIC INCORPORATED SUBSIDIARY" means a Subsidiary of the Borrower
organized under the laws of a jurisdiction located in the United States of
America.

         "DUTCH PLEDGE" is defined in Section 11.12 hereof.

         "EBITDA" means, for any period, on a consolidated basis for the
Borrower and its Subsidiaries, the sum of the amounts for such period, without
duplication, of (i) Net Income, plus (ii) Interest Expense to the extent
deducted in computing Net Income, plus (iii) charges against income for foreign,
federal, state and local taxes to the extent deducted in computing Net Income,
plus (iv) depreciation expense to the extent deducted in computing Net Income,
plus (v) amortization expense, including, without limitation, amortization of
goodwill and other intangible assets to the extent deducted in computing Net
Income, plus (vi) other non-cash charges classified as long-term deferrals in
accordance with Agreement Accounting Principles to the extent deducted in
computing Net Income, plus (vii) other extraordinary non-cash charges to the
extent deducted in computing Net Income, minus (viii) other extraordinary
non-cash credits to the extent added in computing Net Income, plus (ix)
nonrecurring after-tax losses (or minus nonrecurring after-tax gains), plus (x)
an amount equal to the amount of any reduction of Net Income for such period
attributable to the adjustment to the value of assets made in connection with
any Permitted Acquisition, plus (xi) an amount equal to any non-cash write-down
of assets made as a result of integration and rationalization related to
acquisitions made at any time within the first three fiscal years after the
Closing Date. EBITDA shall be calculated on a pro forma basis giving effect to
acquisitions and Asset Sales on a last twelve (12) months' basis.

         "ELIGIBLE CURRENCY" means any currency other than Dollars with respect
to which the Agent or the Borrower has not given notice in accordance with
Section 2.23 and that is readily available, freely traded, in which deposits are
customarily offered to banks in the London interbank market, convertible into
Dollars in the international interbank market available to the Lenders in such
market and as to which an Equivalent Amount may be readily calculated. If, after
the designation by the Lenders of any currency as an Agreed Currency or
Alternate Currency, currency control or other exchange regulations are imposed
in the country in which such currency is issued with the result that different
types of such currency are introduced, such country's currency is, in the
determination of the Agent, no longer readily available or freely traded or (ii)
as to which, in the determination of the Agent, an Equivalent Amount is not
readily calculable (each of clause (i) and (ii), a "DISQUALIFYING EVENT"), then
the Agent shall promptly notify the Lenders and the Borrower, and such country's
currency shall no longer be an Agreed Currency or Alternate Currency until such
time as the Disqualifying Event(s) no longer exist, but in any event within five
(5) Business Days of receipt of such notice from the Agent, the Borrower shall
repay all Loans in such currency to which the Disqualifying Event applies or
convert such Loan into Loans in Dollars or another Agreed Currency or Alternate
Currency, subject to the other terms contained in Articles II and IV.

                                       11
<PAGE>

         "ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
Requirements of Law derived from or relating to foreign, federal, state and
local laws or regulations relating to or addressing pollution or protection of
the environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. ss. 9601 et seq., the Occupational Safety and Health Act of 1970,
29 U.S.C. ss. 651 et seq., and the Resource Conservation and Recovery Act of
1976, 42 U.S.C. ss. 6901 et seq., in each case including any amendments thereto,
any successor statutes, and any regulations or guidance promulgated thereunder,
and any state or local equivalent thereof.

         "ENVIRONMENTAL LIEN" means a lien in favor of any Governmental
Authority for (a) any liability under Environmental, Health or Safety
Requirements of Law, or (b) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of a
Contaminant into the environment.

         "ENVIRONMENTAL PROPERTY TRANSFER ACT" means any applicable requirement
of law that conditions, restricts, prohibits or requires any notification or
disclosure triggered by the closure of any property or the transfer, sale or
lease of any property or deed or title for any property for environmental
reasons, including, but not limited to, any so-called "Industrial Site Recovery
Act" or "Responsible Property Transfer Act."

         "EQUIPMENT" means all of the Borrower's present and future (i)
equipment, including, without limitation, machinery, manufacturing,
distribution, selling, data processing and office equipment, assembly systems,
tools, molds, dies, fixtures, appliances, furniture, furnishings, vehicles,
vessels, aircraft, aircraft engines, and trade fixtures, (ii) other tangible
personal property (other than the Borrower's Inventory), and (iii) any and all
accessions, parts and appurtenances attached to any of the foregoing or used in
connection therewith, and any substitutions therefor and replacements, products
and proceeds thereof.

         "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock). Equity Interests will not
include any Incentive Arrangements or obligations or payments thereunder.

         "EQUIVALENT AMOUNT" of any currency with respect to any amount of
Dollars at any date shall mean the equivalent in such currency of such amount of
Dollars, calculated on the basis of the arithmetic mean of the buy and sell spot
rates of exchange of the Agent or Alternate Currency Bank, as applicable, in the
London interbank market (or other market where the Agent's or Alternate Currency
Bank's, as applicable, foreign exchange operations in respect of such currency
are then being conducted) for such other currency at or about 11:00 a.m. (local
time) two (2) Business Days prior to the date on which such amount is to be
determined, rounded up to the nearest amount of such currency as determined by
the Alternate Currency Bank from time to time; provided, however, that if at the
time of any such determination, for any reason, no such spot rate is being
quoted, the Agent or Alternate Currency Bank's, as applicable, may use any
reasonable method it deems appropriate to determine such amount, and such
determination shall be conclusive absent manifest error.

                                       12
<PAGE>

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

         "EURO" means the Euro referred to in the Council Regulation (EC) No.
1103/97 dated 17 June 1997 passed by the Council of the European Union, or, if
different, the then lawful currency of the member states of the European Union
that participate in the third stage of the Economic and Monetary Union.

         "EUROCURRENCY BASE RATE" means, with respect to a Eurocurrency Rate
Advance for the relevant Interest Period, the applicable British Bankers'
Association LIBOR rate for deposits in the applicable Agreed Currency as
reported by any generally recognized financial information service as of 11:00
a.m. (London time) two (2) Business Days prior to the first day of such Interest
Period, and having a maturity equal to such Interest Period, adjusted for
Reserves; provided that, if no such British Bankers' Association LIBOR rate is
available to the Agent, the applicable Eurocurrency Base Rate for the relevant
Interest Period shall instead be the rate determined by the Agent to be the rate
at which JPMorgan or one of its affiliate banks offers to place deposits in such
Agreed Currency with first-class banks in the London interbank market at
approximately 11:00 a.m. (London time) two (2) Business Days prior to the first
day of such Interest Period, in the approximate amount of JPMorgan's relevant
Eurocurrency Rate Loan and having a maturity equal to such Interest Period.

         "EUROCURRENCY PAYMENT OFFICE" of the Agent shall mean, for each of the
Agreed Currencies, any agency, branch or Affiliate of the Agent, specified as
the "Eurocurrency Payment Office" for such Agreed Currency in Exhibit A-1 hereto
or such other agency, branch, Affiliate or correspondence bank of the Agent, as
it may from time to time specify to the Borrower and each Lender as its
Eurocurrency Payment Office.

         "EUROCURRENCY RATE" means, with respect to a Eurocurrency Rate Loan for
the relevant Interest Period, the Eurocurrency Base Rate applicable to such
Interest Period plus the then Applicable Eurocurrency Margin.

         "EUROCURRENCY RATE ADVANCE" means an Advance which bears interest at
the Eurocurrency Rate.

         "EUROCURRENCY RATE LOAN" means a Loan made on a fully syndicated basis
pursuant to Section 2.2, which bears interest at the Eurocurrency Rate.

         "EXISTING CREDIT FACILITY" means the credit facility provided to the
Borrower and certain of its Subsidiaries pursuant to that certain Credit
Agreement dated as of June 11, 2004 by and among the Borrower, the financial
institutions from time to time party thereto and JPMorgan (successor by merger
to Bank One, NA (Main Office Chicago)), as the same has been amended,
supplemented or otherwise modified from time to time prior to the Closing Date.

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the

                                       13
<PAGE>

Federal Reserve System arranged by Federal funds brokers on such day, as
published for such day (or, if such day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 10:00 a.m. (Chicago time) on such day
on such transactions received by the Agent from three Federal funds brokers of
recognized standing selected by the Agent in its sole discretion.

         "FINANCING" means, with respect to any Person, the issuance or sale by
such Person of any Equity Interests of such Person or any Subordinated
Indebtedness.

         "FIRST TIER FOREIGN SUBSIDIARY" means each Foreign Incorporated
Subsidiary with respect to which any one or more of the Borrower and its
Domestic Incorporated Subsidiaries directly owns or controls more than 50% of
such Foreign Incorporated Subsidiary's Capital Stock.

         "FIXED CHARGE COVERAGE RATIO" is defined in Section 7.4(A) hereof.

         "FLOATING RATE" means, for any day for any Loan, a rate per annum equal
to the Alternate Base Rate for such day, changing when and as the Alternate Base
Rate changes, plus the then Applicable Floating Rate Margin.

         "FLOATING RATE ADVANCE" means an Advance which bears interest at the
Floating Rate.

         "FLOATING RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Floating Rate.

         "FOREIGN INCORPORATED SUBSIDIARY" means a Subsidiary of the Borrower
which is not a Domestic Incorporated Subsidiary.

         "FOREIGN PLEDGE AGREEMENT" means a pledge agreement in form and
substance satisfactory to the Collateral Agent and its counsel, duly executed
and delivered by the Borrower and/or any applicable Subsidiary of the Borrower
to and in favor of the Collateral Agent (for the benefit of itself and the other
Holders of Secured Obligations), as it may from time to time be amended,
restated, supplemented or otherwise modified, with respect to 65% of the
outstanding Capital Stock of the relevant Foreign Incorporated Subsidiary in
accordance with Section 7.2(L).

         "FOREIGN SUBSIDIARY INVESTMENT" means the sum of (a) all intercompany
loans made on or after the Closing Date from either the Borrower or any Domestic
Incorporated Subsidiary to any Foreign Incorporated Subsidiary; (b) all
Investments made on or after the Closing Date by either the Borrower or any
Domestic Incorporated Subsidiary in any Foreign Incorporated Subsidiary; and (c)
an amount equal to the net benefit derived by the Foreign Incorporated
Subsidiaries resulting from any non-arms length transactions, or any other
transfer of assets conducted other than in the ordinary course of business,
between the Borrower and/or any Domestic Incorporated Subsidiary, on the one
hand, and such Foreign Incorporated Subsidiaries, on the other hand.

                                       14
<PAGE>

         "GOVERNMENTAL ACTS" is defined in Section 3.10(A) hereof.

         "GOVERNMENTAL AUTHORITY" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative authority or
functions of or pertaining to government, including any authority or other
quasi-governmental entity established to perform any of such functions.

         "GROSS NEGLIGENCE" means recklessness, or actions taken or omitted with
conscious indifference to or the complete disregard of consequences. Gross
Negligence does not mean the absence of ordinary care or diligence, or an
inadvertent act or inadvertent failure to act. If the term "gross negligence" is
used with respect to the Agent or any Lender or any indemnitee in any of the
other Loan Documents, it shall have the meaning set forth herein.

         "GUARANTY" means each of (i) those certain Guaranties executed from
time to time by each of the Subsidiary Guarantors in favor of the Agent for the
benefit of itself and the Holders of Obligations, in each case, as amended,
restated, supplemented or otherwise modified from time to time, in substantially
the form of Exhibit I attached hereto and (ii) the Borrower Guarantee.

         "HEDGING AGREEMENTS" is defined in Section 7.3(P) hereof.

         "HEDGING OBLIGATIONS" of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all
agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, commodity prices,
exchange rates or forward rates applicable to such party's assets, liabilities
or exchange transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants, and (ii) any and all
cancellations, buy backs, reversals, terminations or assignments of any of the
foregoing.

         "HOLDERS OF NOTE OBLIGATIONS" means the holders of the Note Obligations
from time to time and shall include their respective successors, transferees and
assigns.

         "HOLDERS OF OBLIGATIONS" means the holders of the Obligations from time
to time and shall include their respective successors, transferees and assigns.

         "HOLDERS OF SECURED OBLIGATIONS" means the holders of the Secured
Obligations.

         "INCENTIVE ARRANGEMENTS" means any stock appreciation rights, "phantom"
stock plans, employment agreements, non-competition agreements, subscription and
stockholders agreements and other incentive and bonus plans and similar
arrangements made in connection with the retention of executives, officers or
employees of the Borrower.

                                       15
<PAGE>

         "INDEBTEDNESS" of a person means, without duplication, such person's
(i) obligations for borrowed money, including, without limitation, subordinated
indebtedness, (ii) obligations representing the deferred purchase price of
property or services (other than accounts payable arising in the ordinary course
of such person's business payable on terms customary in the trade and other than
earn-outs or other similar forms of contingent purchase prices), (iii)
obligations, whether or not assumed, secured by liens on or payable out of the
proceeds or production from property now or hereafter owned or acquired by such
person, (iv) obligations which are evidenced by notes, acceptances, or other
instruments, (v) Capitalized Lease Obligations, (vi) outstanding principal
balances (representing securitized but unliquidated assets) under asset
securitization agreements (including, without limitation, the outstanding
principal balance of accounts receivable under receivables transactions) and
(vii) the implied debt component of synthetic leases of which such person is
lessee or any other off-balance sheet financing arrangements (including, without
limitation, any such arrangements giving rise to any Off-Balance Sheet
Liabilities).

         "INDEMNIFIED MATTERS" is defined in Section 10.7(B) hereof.

         "INDEMNITEES" is defined in Section 10.7(B) hereof.

         "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement entered
into by the Administrative Agent, the Collateral Agent and the Holders of Note
Obligations in connection with this Agreement and the Note Documents, as the
same may be amended, restated, supplemented or otherwise modified from time to
time.

         "INTEREST EXPENSE" means, for any period, the total interest expense of
the Borrower and its consolidated Subsidiaries, whether paid or accrued
(including the interest component of Capitalized Leases, commitment fees and
fees for stand-by letters of credit, the discount with respect to asset
securitization agreements and the implied interest component of synthetic
leases), all as determined in conformity with Agreement Accounting Principles.
Interest Expense shall not include any interest which in accordance with
Agreement Accounting Principals has been capitalized.

         "INTEREST PERIOD" means, (i) any Alternate Currency Interest Period and
(ii) with respect to a Eurocurrency Rate Loan, a period of one (1) or two (2)
weeks or one (1), two (2), three (3) months, six (6) or nine (9) months, and, to
the extent available to all of the Lenders, upon request of the Borrower, and
only if the Lenders, in their discretion, shall agree, twelve (12) months,
commencing on a Business Day selected by the Borrower on which a Eurocurrency
Rate Advance is made to the Borrower pursuant to this Agreement. Such Interest
Period shall end on (but exclude) the day which corresponds numerically to such
date one, two, three or six months and, if applicable, twelve months thereafter;
provided, however, that if there is no such numerically corresponding day in
such next, second, third or sixth and, if applicable, twelfth succeeding month
and, if applicable, twelfth succeeding month, such Interest Period shall end on
the last Business Day of such next, second, third or sixth succeeding month. If
an Interest Period would otherwise end on a day which is not a Business Day,
such Interest Period shall end on the next succeeding Business Day, provided,
however, that if said next succeeding Business Day

                                       16
<PAGE>

falls in a new calendar month, such Interest Period shall end on the immediately
preceding Business Day.

         "INVENTORY" shall mean any and all goods, including, without
limitation, goods in transit, wheresoever located, whether now owned or
hereafter acquired by the Borrower or any of its Subsidiaries, which are held
for sale or lease, furnished under any contract of service or held as raw
materials, work in process or supplies, and all materials used or consumed in
the business of Borrower or any of its Subsidiaries, and shall include all
right, title and interest of the Borrower or any of its Subsidiaries in any
property the sale or other disposition of which has given rise to Receivables
and which has been returned to or repossessed or stopped in transit by the
Borrower or any of its Subsidiaries.

         "INVESTMENT" means, with respect to any Person, (i) any purchase or
other acquisition by that Person of any Indebtedness, Equity Interests or other
securities, or of a beneficial interest in any Indebtedness, Equity Interests or
other securities, issued by any other Person, (ii) any purchase by that Person
of all or substantially all of the assets of a business (whether of a division,
branch, unit operation, or otherwise) conducted by another Person, and (iii) any
loan, advance (other than deposits with financial institutions available for
withdrawal on demand, prepaid expenses, accounts receivable, advances to
employees and similar items made or incurred in the ordinary course of business)
or capital contribution by that Person to any other Person, including all
Indebtedness to such Person arising from a sale of property by such Person other
than in the ordinary course of its business.

         "IRS" means the Internal Revenue Service and any Person succeeding to
the functions thereof.

         "ISSUING BANKS" means JPMorgan or any of its Affiliates in its separate
capacity as an issuer of Letters of Credit pursuant to Section 3.1. The
designation of any Lender as an Issuing Bank after the date hereof shall be
subject to the prior written consent of the Agent.

         "JPMORGAN" means JPMorgan Chase Bank, N.A., a national banking
association, in its individual capacity, and its successors.

         "KAGT ACQUISITION" means the acquisition by the Borrower of all of the
outstanding Capital Stock of the Target.

         "KAGT ACQUISITION AGREEMENT" means that certain Stock Purchase
Agreement dated as of December 17, 2004 entered into by and among the Borrower,
Seven Worldwide, Inc., KAGT Holdings, Inc and the stockholders of KAGT Holdings,
Inc.

         "LAST TWELVE-MONTH PERIOD" is defined in Section 7.4(A) hereof.

         "L/C DOCUMENTS" is defined in Section 3.4 hereof.

         "L/C DRAFT" means a draft drawn on an Issuing Bank pursuant to a Letter
of Credit.

         "L/C INTEREST" shall have the meaning ascribed to such term in Section
3.6 hereof.

                                       17
<PAGE>

         "L/C OBLIGATIONS" means, without duplication, an amount equal to the
sum of (i) the aggregate of the Dollar Amount then available for drawing under
each of the Letters of Credit, (ii) the Dollar Amount equal to the face amount
of all outstanding L/C Drafts corresponding to the Letters of Credit, which L/C
Drafts have been accepted by the applicable Issuing Bank, (iii) the aggregate
outstanding Dollar Amount of all Reimbursement Obligations at such time and (iv)
the aggregate Dollar Amount equal to the face amount of all Letters of Credit
requested by the Borrower but not yet issued (unless the request for an unissued
Letter of Credit has been denied).

         "LENDERS" means the lending institutions listed on the signature pages
of this Agreement and their respective successors and assigns.

         "LENDING INSTALLATION" means, with respect to a Lender or the Agent,
any office, branch, subsidiary or affiliate of such Lender or the Agent.

         "LETTER OF CREDIT" means the letters of credit to be (a) issued by the
Issuing Banks pursuant to Section 3.1 hereof or (b) deemed issued by the Issuing
Banks pursuant to Section 3.2 hereof.

         "LIEN" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or security agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, the interest of a vendor or lessor
under any conditional sale, Capitalized Lease or other title retention
agreement).

         "LOAN(S)" means, with respect to a Lender, such Lender's portion of any
Advance made pursuant to Section 2.2 hereof, as applicable, and in the case of
the Swing Line Bank, any Swing Line Loan made pursuant to Section 2.3 hereof,
and in the case of any Alternate Currency Loan, any Alternate Currency Loan made
pursuant to Section 2.21 and the applicable Alternate Currency Addendum, and
collectively, all Revolving Loans, Swing Line Loans and Alternate Currency
Loans.

         "LOAN ACCOUNT" is defined in Section 2.13(A) hereof.

         "LOAN DOCUMENTS" means this Agreement, each Assumption Letter, each
Alternate Currency Addendum, that certain Letter Agreement, dated as of December
14, 2004, by and among the Borrower, the Agent and the Arranger, each Collateral
Document, each Guaranty, the Intercreditor Agreement and all other documents,
instruments, notes and agreements executed in connection therewith or
contemplated thereby, as the same may be amended, restated or otherwise modified
and in effect from time to time.

         "MARGIN STOCK" shall have the meaning ascribed to such term in
Regulation U.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect upon (a) the
business, condition (financial or otherwise), operations, performance,
properties or prospects of the Borrower, or the Borrower and its Subsidiaries,
taken as a whole, (b) the collective ability of the Borrower or any of its
Subsidiaries to perform their respective obligations under the Loan

                                       18
<PAGE>

Documents in any material respect, or (c) the ability of the Lenders or any
Agent to enforce in any material respect the Obligations.

         "MATERIAL FOREIGN SUBSIDIARY" means any Foreign Incorporated Subsidiary
(i) which, as of the most recent fiscal quarter of the Borrower for the period
of four consecutive fiscal quarters then ended, contributes greater than five
percent (5%) of EBITDA for such period or (ii) the consolidated total assets of
which as of the end of such fiscal quarter were greater than five percent (5%)
of the Borrower's Consolidated Tangible Assets as of such date; provided that,
if at any time the aggregate amount of EBITDA contributed by, or consolidated
total assets of, all Foreign Incorporated Subsidiaries that are not Material
Foreign Subsidiaries exceeds ten percent (10%) of EBITDA for any such period or
ten percent (10%) of the Borrower's Consolidated Tangible Assets as of the end
of any such fiscal quarter, the Borrower (or, in the event the Borrower has
failed to do so within ten days, the Agent) shall designate sufficient Foreign
Incorporated Subsidiaries as "Material Foreign Subsidiaries" to eliminate such
excess, and such designated Foreign Incorporated Subsidiaries shall for all
purposes of this Agreement constitute Material Foreign Subsidiaries.

         "MAXIMUM ACQUISITION AMOUNT" means (i) for the period commencing on the
Closing Date and ending on the one-year anniversary thereof, $25,000,000 and
(ii) for any subsequent rolling period of twelve consecutive months, $50,000,000

         "MAXIMUM CANADIAN AMOUNT" mans $10,000,000 or such other greater amount
as the Borrower may from time to time designate in writing to the Agent provided
such designated amount shall be agreed to by the Required Lenders.

         "MAXIMUM EUROCURRENCY AMOUNT" means $20,000,000 or such other greater
amount as the Borrower may from time to time designate in writing to the Agent
provided such designated amount shall be agreed to by the Required Lenders.

         "MAXIMUM L/C AMOUNT" means $10,000,000 or such other greater amount as
the Borrower may from time to time designate in writing to the Agent provided
such designated amount shall be agreed to by the Required Lenders.

         "MEASUREMENT PERIOD" is defined in Section 7.4(A) hereof.

         "MULTIEMPLOYER PLAN" means a "Multiemployer Plan" as defined in Section
4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years
was, contributed to by either the Borrower or any member of the Controlled
Group.

         "NET CASH PROCEEDS" means, with respect to any Asset Sale or Financing
by any Person, (a) cash or Cash Equivalents (freely convertible into Dollars)
received by such Person or any Subsidiary of such Person from such Asset Sale
(including cash received as consideration for the assumption or incurrence of
liabilities incurred in connection with or in anticipation of such Asset Sale)
or Financing, after (i) provision for all income or other taxes measured by or
resulting from such Asset Sale or Financing, (ii) payment of all brokerage
commissions and other fees and expenses and commissions related to such Asset
Sale or Financing, (iii) repayment

                                       19
<PAGE>

of Indebtedness (and any premium or penalty thereon) secured by a Lien on any
asset disposed of in such Asset Sale or which is or may be required (by the
express terms of the instrument governing such Indebtedness or by applicable
law) to be repaid in connection with such Asset Sale (including payments made to
obtain or avoid the need for the consent of any holder of such Indebtedness),
and (iv) deduction of appropriate amounts to be provided by such Person or a
Subsidiary of such Person as a reserve, in accordance with Agreement Accounting
Principles, against any liabilities associated with the assets sold or disposed
of in such Asset Sale and retained by such Person or a Subsidiary of such Person
after such Asset Sale, including, without limitation, pension and other
post-employment benefit liabilities and liabilities related to environmental
matters or against any indemnification obligations associated with the assets
sold or disposed of in such Asset Sale; and (b) cash or Cash Equivalents
payments in respect of any other consideration received by such Person or any
Subsidiary of such Person from such Asset Sale or Financing upon receipt of such
cash payments by such Person or such Subsidiary.

         "NET INCOME" means, for any period, the net income (or loss) after
taxes of the Borrower and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with
Agreement Accounting Principles.

         "NON PRO RATA LOAN" is defined in Section 9.2 hereof.

         "NOTE DOCUMENTS" means (i) (A) the Note Agreement dated as of August
18, 1999 between the Borrower (as successor to Filtertek USA, Inc.) and the
purchasers names therein, as amended from time to time and (B) the Series B
Notes issued thereunder, (ii) (A) the Note Purchase Agreement dated as of
December 23, 2003 between the Borrower and the purchasers named therein, as
amended from time to time and (B) the Senior Notes issued thereunder and (iii)
(A) the Note Purchase and Private Shelf Agreement dated as of the Closing Date
between the Borrower and the purchasers named therein, as amended from time to
time and (B) the Senior Notes and Shelf Notes issued thereunder.

         "NOTE OBLIGATIONS" means the Indebtedness and other obligations of the
Borrower and its Subsidiaries under the Note Documents.

         "OBLIGATIONS" means all Loans, L/C Obligations, advances, debts,
liabilities, obligations, covenants and duties owing by the Borrowers or any of
their Subsidiaries to the Agents, any Lender, the Swing Line Bank, the Arranger,
any Affiliate of the Agents or any Lender, any Issuing Bank or any Indemnitee,
of any kind or nature, present or future, arising under this Agreement, the L/C
Documents, any Alternate Currency Addendum or any other Loan Document, whether
or not evidenced by any note, guaranty or other instrument, whether or not for
the payment of money, whether arising by reason of an extension of credit, loan,
guaranty, indemnification, or in any other manner, whether direct or indirect
(including those acquired by assignment), absolute or contingent, due or to
become due, now existing or hereafter arising and however acquired. The term
includes, without limitation, all interest, charges, expenses, fees, reasonable
attorneys' fees and disbursements, reasonable paralegals' fees (in each case
whether or not allowed), and any other sum chargeable to the Borrower or any of
its Subsidiaries under this Agreement or any other Loan Document.

                                       20
<PAGE>

         "OFF-BALANCE SHEET LIABILITIES" of a Person means (a) any repurchase
obligation or liability of such Person or any of its Subsidiaries with respect
to accounts or notes receivable sold by such Person or any of its Subsidiaries,
(b) any liability of such Person or any of its Subsidiaries under any sale and
leaseback transactions which do not create a liability on the consolidated
balance sheet of such Person, (c) any liability of such Person or any of its
Subsidiaries under any financing lease or so-called "synthetic" lease
transaction, or (d) any obligations of such Person or any of its Subsidiaries
arising with respect to any other transaction which is the functional equivalent
of or takes the place of borrowing but which does not constitute a liability on
the consolidated balance sheets of such Person and its Subsidiaries.

         "OTHER TAXES" is defined in Section 2.15(E)(ii) hereof.

         "PARALLEL DEBT" is defined in Section 11.12 hereof.

         "PARTICIPANTS" is defined in Section 13.2(A) hereof.

         "PAYMENT DATE" means the last Business Day of each March, June,
September and December and the Revolving Loan Termination Date.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "PERMITTED ACQUISITION" is defined in Section 7.3(G) hereof.

         "PERMITTED EXISTING CONTINGENT OBLIGATIONS" means the Contingent
Obligations of the Borrower and its Subsidiaries identified as such on Schedule
1.1.4 to this Agreement.

         "PERMITTED EXISTING INDEBTEDNESS" means the Indebtedness of the
Borrower and its Subsidiaries identified as such on Schedule 1.1.1 to this
Agreement.

         "PERMITTED EXISTING INVESTMENTS" means the Investments of the Borrower
and its Subsidiaries identified as such on Schedule 1.1.2 to this Agreement.

         "PERMITTED EXISTING LIENS" means the Liens on assets of the Borrower
and its Subsidiaries identified as such on Schedule 1.1.3 to this Agreement.

         "PERMITTED FOREIGN SUBSIDIARY INVESTMENT AMOUNT" means $60,000,000.

         "PERMITTED PRIVATE PLACEMENT" means the transaction consummated on or
about the Closing Date on terms and conditions satisfactory to the Agent and
pursuant to which the Borrower has incurred, or has the right to incur, certain
privately placed Indebtedness pursuant to clause (iii) of the definition of Note
Documents.

         "PERMITTED PURCHASE MONEY INDEBTEDNESS" is defined in Section
7.3(A)(vii) hereof.

         "PERMITTED REFINANCING INDEBTEDNESS" means any replacement, renewal,
refinancing or extension of any Indebtedness permitted by this Agreement that
(i) does not exceed the aggregate principal amount (plus accrued interest and
any applicable premium and associated fees and

                                       21
<PAGE>

expenses) of the Indebtedness being replaced, renewed, refinanced or extended,
(ii) does not have a Weighted Average Life to Maturity at the time of such
replacement, renewal, refinancing or extension that is less than the Weighted
Average Life to Maturity of the Indebtedness being replaced, renewed, refinanced
or extended, (iii) does not rank at the time of such replacement, renewal,
refinancing or extension senior to the Indebtedness being replaced, renewed,
refinanced or extended, and (iv) does not contain terms (including, without
limitation, terms relating to security, amortization, interest rate, premiums,
fees, covenants, event of default and remedies) materially less favorable to the
Borrower or to the Lenders than those applicable to the Indebtedness being
replaced, renewed, refinanced or extended.

         "PERSON" means any individual, corporation, firm, enterprise,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, limited liability company or other entity of any kind, or
any government or political subdivision or any agency, department or
instrumentality thereof.

         "PLAN" means an employee benefit plan defined in Section 3(3) of ERISA,
other than a Multiemployer Plan, in respect of which the Borrower or any member
of the Controlled Group is, or within the immediately preceding six (6) years
was, an "employer" as defined in Section 3(5) of ERISA.

         "PRIME RATE" means the rate of interest per annum publicly announced
from time to time by JPMorgan as its prime rate in effect at its principal
office; each change in the Prime Rate shall be effective from and including the
date such change is publicly announced as being effective.

         "PRO FORMA OPENING BALANCE SHEET" is defined in Section 5.1 hereof.

         "PRO RATA SHARE" means, with respect to any Lender, the percentage
obtained by dividing (x) such Lender's Revolving Loan Commitment at such time
(in each case, as adjusted from time to time in accordance with the provisions
of this Agreement) by (y) the Aggregate Revolving Loan Commitment at such time;
provided, however, if all of the Revolving Loan Commitments are terminated
pursuant to the terms of this Agreement, then "Pro Rata Share" means the
percentage obtained by dividing (x) the sum of (A) such Lender's Revolving
Loans, plus (B) such Lender's share of the obligations to purchase
participations in Swing Line Loans, Alternate Currency Loans and Letters of
Credit, by (y) the sum of (A) the aggregate outstanding amount of all Revolving
Loans, plus (B) the aggregate outstanding amount of all Swing Line Loans, all
Alternate Currency Loans and all Letters of Credit.

         "PROPOSED NEW LENDER" is defined in Section 2.26 hereof.

         "PURCHASERS" is defined in Section 13.3(A) hereof.

         "RATE OPTION" means the Eurocurrency Rate or the Floating Rate or the
Alternate Currency Rate, as applicable.

         "RECEIVABLE(S)" means and includes all of the Borrower's presently
existing and hereafter arising or acquired accounts, accounts receivable, and
all present and future rights of

                                       22
<PAGE>

the Borrower to payment for goods sold or leased or for services rendered
(except those evidenced by instruments or chattel paper), whether or not they
have been earned by performance, and all rights in any merchandise or goods
which any of the same may represent, and all rights, title, security and
guaranties with respect to each of the foregoing, including, without limitation,
any right of stoppage in transit.

         "REGISTER" is defined in Section 13.3(C) hereof.

         "REGULATION T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stock (as defined therein).

         "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying Margin Stock applicable to member banks of the Federal
Reserve System.

         "REGULATION X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

         "REIMBURSEMENT OBLIGATION" is defined in Section 3.7 hereof.

         "RELEASE" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including the movement of Contaminants
through or in the air, soil, surface water or groundwater.

         "REPLACEMENT LENDER" is defined in Section 2.20 hereof.

         "REPORTABLE EVENT" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within thirty (30)
days after such event occurs, provided, however, that a failure to meet the
minimum funding standards of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

         "REQUIRED LENDERS" means at least two Lenders whose Pro Rata Shares, in
the aggregate, are greater than fifty percent (50%); provided, however, that, if
any of the Lenders shall have failed to fund its Pro Rata Share of (i) any
Revolving Loan requested by the Borrower, (ii) any Revolving Loan required to be
made in connection with reimbursement for any L/C Obligations, (iii) any
participation in any Alternate Currency Loan pursuant to Section 2.21(E),

                                       23
<PAGE>

or (iv) any Swing Line Loan as requested by the Agent, which such Lenders are
obligated to fund under the terms of this Agreement, and any such failure has
not been cured, then for so long as such failure continues, "REQUIRED LENDERS"
means at least two Lenders (excluding all Lenders whose failure to fund their
respective Pro Rata Shares of such Revolving Loans or Swing Line Loans or
Alternate Currency Loans has not been so cured) whose Pro Rata Shares represent
greater than fifty percent (50%) of the aggregate Pro Rata Shares of such
Lenders; provided further, however, that, if the Revolving Loan Commitments have
been terminated pursuant to the terms of this Agreement, "REQUIRED LENDERS"
means Lenders (without regard to such Lenders' performance of their respective
obligations hereunder) whose aggregate ratable shares (stated as a percentage)
of the aggregate outstanding principal balance of all Loans and L/C Obligations
are greater than fifty percent (50%); provided, further, however, that if any
Lender shall have a Pro Rata Share or aggregate ratable share (stated as a
percentage), as applicable, greater than fifty percent (50%), "REQUIRED LENDERS"
shall mean such Lender plus at least one additional Lender.

         "REQUIREMENTS OF LAW" means, as to any Person, the charter and by-laws
or other organizational or governing documents of such Person, and any law, rule
or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject
including, without limitation, the Securities Act of 1933, the Securities
Exchange Act of 1934, Regulations T, U and X, ERISA, the Fair Labor Standards
Act, the Worker Adjustment and Retraining Notification Act, Americans with
Disabilities Act of 1990, and any certificate of occupancy, zoning ordinance,
building, environmental or land use requirement or permit or environmental,
labor, employment, occupational safety or health law, rule or regulation,
including Environmental, Health or Safety Requirements of Law.

         "RESERVES" shall mean the maximum reserve requirement, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor) with
respect to "Eurocurrency liabilities" or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Eurocurrency Rate Loans is determined or category of extensions of credit or
other assets which includes loans by a non-United States office of any Lender to
United States residents.

         "RESTRICTED PAYMENT" means (i) any dividend or other distribution,
direct or indirect, on account of any Equity Interests of the Borrower now or
hereafter outstanding, except a dividend payable solely in the Borrower's
Capital Stock (other than Disqualified Stock) or in options, warrants or other
rights to purchase such Capital Stock, (ii) any redemption, retirement, purchase
or other acquisition for value, direct or indirect, of any Equity Interests of
the Borrower or any of its Subsidiaries now or hereafter outstanding, other than
in exchange for, or out of the proceeds of, the substantially concurrent sale
(other than to a Subsidiary of the Borrower) of other Equity Interests of the
Borrower (other than Disqualified Stock) or any transaction that has a
substantially similar effect, (iii) any redemption, purchase, retirement,
defeasance, prepayment or other acquisition for value, direct or indirect, of
any Indebtedness subordinated to the Obligations or any transaction that has a
substantially similar effect, and (iv) any payment of a claim for the rescission
of the purchase or sale of, or for material damages arising from the purchase or
sale of, any Indebtedness (other than the Obligations) or any Equity Interests
of the

                                       24
<PAGE>

Borrower, or any of its Subsidiaries, or of a claim for reimbursement,
indemnification or contribution arising out of or related to any such claim for
damages or rescission.

         "REVOLVING CREDIT AVAILABILITY" means, at any particular time, the
amount by which (x) the Aggregate Revolving Loan Commitment at such time exceeds
(y) the Dollar Amount of the Revolving Credit Obligations outstanding at such
time.

         "REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the sum
of (i) the outstanding principal Dollar Amount of the Revolving Loans at such
time, plus (ii) the outstanding principal amount of the Swing Line Loans at such
time, plus (iii) the outstanding L/C Obligations at such time, plus (iv) the
Dollar Amount of the outstanding principal amount of the Alternate Currency
Loans at such time.

         "REVOLVING LOAN" is defined in Section 2.2 hereof.

         "REVOLVING LOAN COMMITMENT" means, for each Lender, the obligation of
such Lender to make Revolving Loans and to purchase participations in Letters of
Credit and to participate in Swing Line Loans and Alternate Currency Loans not
exceeding the amount set forth on Exhibit A to this Agreement opposite its name
thereon under the heading "Revolving Loan Commitment" or the signature page of
the assignment and acceptance by which it became a Lender, as such amount may be
modified from time to time pursuant to the terms of this Agreement or to give
effect to any applicable assignment and acceptance.

         "REVOLVING LOAN TERMINATION DATE" means January 28, 2010.

         "RISK-BASED CAPITAL GUIDELINES" means (i) the risk-based capital
guidelines in effect in the United States on the date of this Agreement,
including transition rules, and (ii) the corresponding capital regulations
promulgated by regulatory authorities outside the United States implementing the
July 1988 report of the Basle Committee on Banking Regulation and Supervisory
Practices entitled "International Convergence of Capital Measurements and
Capital Standards," including transition rules, and any amendments to such
regulations adopted prior to the date of this Agreement.

         "SECURED OBLIGATIONS" means (i) the Obligations, (ii) the Hedging
Obligations owing from time to time by the Borrower or any Subsidiary to a
Lender or an Affiliate thereof and (iii) the Note Obligations.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time.

         "SINGLE EMPLOYER PLAN" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

         "SOLVENT" means, when used with respect to any Person, that at the time
of determination:

                                       25
<PAGE>

                  (i) the fair value of its assets (both at fair valuation and
         at present fair saleable value) is equal to or in excess of the total
         amount of its liabilities, including, without limitation, contingent
         liabilities; and

                  (ii) it is then able and expects to be able to pay its debts
         as they mature; and

                  (iii) it has capital sufficient to carry on its business as
         conducted and as proposed to be conducted.

With respect to contingent liabilities (such as litigation, guarantees and
pension plan liabilities), such liabilities shall be computed at the amount
which, in light of all the facts and circumstances existing at the time,
represent the amount which can be reasonably be expected to become an actual or
matured liability.

         "SUBORDINATED INDEBTEDNESS" of any Person means any Indebtedness of
such Person the payment of which is subordinated to the payment of the
Obligations to the written satisfaction of the Required Lenders.

         "SUBSIDIARY GUARANTOR" means each Subsidiary (other than any Foreign
Incorporated Subsidiary to the extent that the designation of such Foreign
Incorporated Subsidiary as a Subsidiary Guarantor would (a) be prohibited by
applicable law or (b) cause such Foreign Incorporated Subsidiary's accumulated
earnings and profits to be repatriated to the Borrower or such Foreign
Incorporated Subsidiary's parent Domestic Incorporated Subsidiary, in each case
under Section 956 of the Code (each such Foreign Incorporated Subsidiary, an
"Affected Foreign Subsidiary")). The Subsidiary Guarantors on the Closing Date
are identified in Schedule 6.8 hereto.

         "SUBSIDIARY" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its Subsidiaries or by such Person and one or more of its Subsidiaries, or
(ii) any partnership, association, joint venture or similar business
organization more than fifty percent (50%) of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
means a Subsidiary of the Borrower.

         "SWING LINE BANK" means JPMorgan or any other Lender as a successor
Swing Line Bank pursuant to the terms hereof.

         "SWING LINE COMMITMENT" means the obligation of the Swing Line Bank to
make Swing Line Loans up to a maximum principal amount of $10,000,000 at any one
time outstanding.

         "SWING LINE LOAN" means a Loan made available to the Borrower by the
Swing Line Bank pursuant to Section 2.3 hereof.

         "TARGET" means KAGT Holdings, Inc., a Delaware corporation.

                                       26
<PAGE>

         "TAXES" is defined in Section 2.15(E)(i) hereof.

         "TERMINATION DATE" means the earlier of (a) the Revolving Loan
Termination Date, and (b) the date of termination in whole of the Aggregate
Revolving Loan Commitment pursuant to Section 2.6 hereof or the Revolving Loan
Commitments pursuant to Section 9.1 hereof.

         "TERMINATION EVENT" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Borrower or any member of the
Controlled Group from a Benefit Plan during a plan year in which the Borrower or
such Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA or the cessation of operations which results in the
termination of employment of twenty percent (20%) of Benefit Plan participants
who are employees of the Borrower or any member of the Controlled Group; (iii)
the imposition of an obligation on the Borrower or any member of the Controlled
Group under Section 4041 of ERISA to provide affected parties written notice of
intent to terminate a Benefit Plan in a distress termination described in
Section 4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to
terminate a Benefit Plan; (v) any event or condition which might constitute
grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Benefit Plan; or (vi) the partial or complete
withdrawal of the Borrower or any member of the Controlled Group from a
Multiemployer Plan.

         "TOTAL FUNDED INDEBTEDNESS" means, at any time, the aggregate Dollar
Amount of Indebtedness of the Borrower and its Subsidiaries which has actually
been funded and is outstanding at such time, whether or not such amount is due
or payable at such time.

         "TRANSFEREE" is defined in Section 13.5 hereof.

         "TYPE" means, with respect to any Loan, its nature as a Floating Rate
Loan or a Eurocurrency Rate Loan.

         "UNFUNDED LIABILITIES" means (i) in the case of Single Employer Plans,
the amount (if any) by which the present value of all vested nonforfeitable
benefits under all Single Employer Plans exceeds the fair market value of all
such Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plans, and (ii) in the case of Multiemployer
Plans, the withdrawal liability that would be incurred by the Controlled Group
if all members of the Controlled Group completely withdrew from all
Multiemployer Plans.

         "UNMATURED DEFAULT" means an event which, but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "WEIGHTED AVERAGE LIFE TO MATURITY" means when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

                                       27
<PAGE>

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms. Any accounting terms used in
this Agreement which are not specifically defined herein shall have the meanings
customarily given them in accordance with generally accepted accounting
principles in existence as of the date hereof.

         1.2. References. Any references to Subsidiaries of the Borrower set
forth herein shall (i) with respect to representations and warranties which deal
with historical matters be deemed to include the Borrower and its Subsidiaries
shall not in any way be construed as consent by the Agent or any Lender to the
establishment, maintenance or acquisition of any Subsidiary, except as may
otherwise be permitted hereunder.

         1.3. Supplemental Disclosure. At any time at the request of the Agent
and at such additional times as the Borrower determines, the Borrower shall
supplement each schedule or representation herein or in the other Loan Documents
with respect to any matter hereafter arising which, if existing or occurring at
the date of this Agreement, would have been required to be set forth or
described in such schedule or as an exception to such representation or which is
necessary to correct any information in such schedule or representation which
has been rendered inaccurate thereby. Unless any such supplement to such
schedule or representation discloses the existence or occurrence of events,
facts or circumstances which are not prohibited by the terms of this Agreement
or any other Loan Documents, such supplement to such schedule or representation
shall not be deemed an amendment thereof unless expressly consented to in
writing by Agent and the Required Lenders, and no such amendments, except as the
same may be consented to in a writing which expressly includes a waiver, shall
be or be deemed a waiver by the Agent or any Lender of any Default disclosed
therein.

                      ARTICLE II: REVOLVING LOAN FACILITIES

         2.1.  [Reserved].

         2.2. Revolving Loans.

         (A) Upon the satisfaction of the conditions precedent set forth in
Sections 5.1 and 5.2, as applicable, from and including the Closing Date and
prior to the Termination Date, each Lender severally and not jointly agrees, on
the terms and conditions set forth in this Agreement, to make revolving loans to
the Borrower from time to time, in Dollars or Eurocurrency Loans in any Agreed
Currency, in a Dollar Amount not to exceed such Lender's Pro Rata Share of
Revolving Credit Availability at such time (each individually, a "REVOLVING
LOAN" and, collectively, the "REVOLVING LOANS"); provided, however, at no time
shall the Dollar Amount of the Revolving Credit Obligations exceed the Aggregate
Revolving Loan Commitment; provided, further, however, that upon giving effect
to each Advance, the aggregate outstanding principal Dollar Amount of all
Eurocurrency Rate Advances in Agreed Currencies other than Dollars and Canadian
Dollars and all L/C Obligations in Agreed Letter of Credit Currencies other than
Dollars and Canadian Dollars and all Alternate Currency Loans in Alternate
Currencies other than Canadian Dollars shall not exceed the Maximum Eurocurrency
Amount at any time prior to the Termination Date; provided, further, however,
that upon giving effect to each Advance, the aggregate

                                       28
<PAGE>

outstanding principal Dollar Amount of all Alternate Currency Loans denominated
in Canadian Dollars, all Eurocurrency Rate Advances denominated in Canadian
Dollars and all L/C Obligations denominated in Canadian Dollars shall not exceed
the Maximum Canadian Amount. Subject to the terms of this Agreement, the
Borrower may borrow, repay and reborrow Revolving Loans at any time prior to the
Termination Date. The Revolving Loans made on the Closing Date or on or before
the third (3rd) Business Day thereafter shall initially be Floating Rate Loans
and thereafter may be continued as Floating Rate Loans or converted into
Eurocurrency Rate Loans in the manner provided in Section 2.10 and subject to
the other conditions and limitations therein set forth and set forth in this
Article II and set forth in the definition of Interest Period. Revolving Loans
made after the third (3rd) Business Day after the Closing Date shall be, at the
option of the Borrower, selected in accordance with Section 2.10, either
Floating Rate Loans or Eurocurrency Rate Loans. On the Termination Date, the
Borrower shall repay in full the outstanding principal balance of the Revolving
Loans. Each Advance under this Section 2.2 shall consist of Revolving Loans made
by each Lender ratably in proportion to such Lender's respective Pro Rata Share.
Subject to the terms and conditions hereof, during the term of this Agreement,
the Alternate Currency Bank hereby agrees to make Alternate Currency Loans to
the Alternate Currency Borrowers pursuant to the applicable Alternate Currency
Addendum as the applicable Alternate Currency Borrower may from time to time
request pursuant to Section 2.21 and the applicable Alternate Currency Addendum.

         (B) Borrowing/Conversion/Continuation Notice. The Borrower shall
deliver to the Agent a Borrowing/Conversion/Continuation Notice, signed by it,
in accordance with the terms of Section 2.8. The Agent shall promptly notify
each Lender with a Revolving Loan Commitment greater than zero of such request.

         (C) Making of Revolving Loans. Promptly after receipt of the
Borrowing/Conversion/Continuation Notice under Section 2.8 in respect of
Revolving Loans, the Agent shall notify each Lender with a Revolving Loan
Commitment greater than zero by telex or telecopy, or other similar form of
transmission, of the requested Revolving Loan. Each Lender with a Revolving Loan
Commitment greater than zero shall make available its Revolving Loan in
accordance with the terms of Section 2.7. The Agent will promptly make the funds
so received from the Lenders available to the Borrower at the Agent's office in
Chicago, Illinois on the applicable Borrowing Date and shall disburse such
proceeds in accordance with the Borrower's disbursement instructions set forth
in such Borrowing/Conversion/Continuation Notice. The failure of any Lender to
deposit the amount described above with the Agent on the applicable Borrowing
Date shall not relieve any other Lender of its obligations hereunder to make its
Revolving Loan on such Borrowing Date.

         2.3. Swing Line Loans.

         (A) Amount of Swing Line Loans. Upon the satisfaction of the conditions
precedent set forth in Section 5.1 and 5.2, as applicable, from and including
the Closing Date and prior to the Termination Date, the Swing Line Bank agrees,
on the terms and conditions set forth in this Agreement, to make swing line
loans to the Borrower from time to time, in

                                       29
<PAGE>

Dollars, in an amount not to exceed the Swing Line Commitment (each,
individually, a "SWING LINE LOAN" and collectively, the "SWING LINE LOANS");
provided, however, at no time shall the Dollar Amount of the Revolving Credit
Obligations exceed the Aggregate Revolving Loan Commitment; and provided,
further, that at no time shall the sum of (a) the Swing Line Lender's Pro Rata
Share of the Swing Line Loans, plus (b) the outstanding Dollar Amount of
Revolving Loans made by the Swing Line Bank pursuant to Section 2.2, exceed the
Swing Line Bank's Revolving Loan Commitment at such time. Subject to the terms
of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loans
at any time prior to the Termination Date.

         (B) Borrowing/Conversion/Continuation Notice. The Borrower shall
deliver to the Agent and the Swing Line Bank a Borrowing/Conversion/Continuation
Notice, signed by it, not later than 2:00 p.m. (Chicago time) on the Borrowing
Date of each Swing Line Loan, specifying (i) the applicable Borrowing Date
(which date shall be a Business Day and which may be the same date as the date
the Borrowing/Conversion/Continuation Notice is given), and (ii) the aggregate
amount of the requested Swing Line Loan which shall be an amount not less than
$200,000. The Swing Line Loans shall at all times be Floating Rate Loans.

         (C) Making of Swing Line Loans. Promptly after receipt of the
Borrowing/Conversion/ Continuation Notice under Section 2.3(B) in respect of
Swing Line Loans, the Agent shall notify each Lender by telex or telecopy, or
other similar form of transmission, of the requested Swing Line Loan. Not later
than 3:00 p.m. (Chicago time) on the applicable Borrowing Date, the Swing Line
Bank shall make available its Swing Line Loan, in funds immediately available in
Chicago to the Agent at its address specified pursuant to Article XIV. The Agent
will promptly make the funds so received from the Swing Line Bank available to
the Borrower on the Borrowing Date at the Agent's aforesaid address.

         (D) Repayment of Swing Line Loans. Each Swing Line Loan shall be paid
in full by the Borrower on or before the fifth (5th) Business Day after the
Borrowing Date for such Swing Line Loan. The Borrower may at any time pay,
without penalty or premium, all outstanding Swing Line Loans or, in a minimum
amount of $200,000 and increments of $100,000 in excess thereof, any portion of
the outstanding Swing Line Loans. In addition, the Agent (i) may at any time in
its sole discretion with respect to any outstanding Swing Line Loan, or (ii)
shall on the fifth (5th) Business Day after the Borrowing Date of any Swing Line
Loan, require each Lender (including the Swing Line Bank) to make a Revolving
Loan in the amount of such Lender's Pro Rata Share of such Swing Line Loan, for
the purpose of repaying such Swing Line Loan. Not later than 2:00 p.m. (Chicago
time) on the date of any notice received pursuant to this Section 2.3(D), each
Lender shall make available its required Revolving Loan or Revolving Loans, in
funds immediately available in Chicago to the Agent at its address specified
pursuant to Article XIV. Revolving Loans made pursuant to this Section 2.3(D)
shall initially be Floating Rate Loans and thereafter may be continued as
Floating Rate Loans or converted into Eurocurrency Rate Loans in the manner
provided in Section 2.10 and subject to the other conditions and limitations
therein set forth and set forth in this Article II. Unless a Lender shall have
notified the Swing Line Bank, prior to its making any Swing Line Loan, that any
applicable condition precedent set forth in

                                       30
<PAGE>

Sections 5.1 and 5.2, as applicable, had not then been satisfied, such Lender's
obligation to make Revolving Loans pursuant to this Section 2.3(D) to repay
Swing Line Loans shall be unconditional, continuing, irrevocable and absolute
and shall not be affected by any circumstances, including, without limitation,
(a) any set-off, counterclaim, recoupment, defense or other right which such
Lender may have against the Agent, the Swing Line Bank or any other Person, (b)
the occurrence or continuance of a Default or Unmatured Default, (c) any adverse
change in the condition (financial or otherwise) of the Borrower, or (d) any
other circumstances, happening or event whatsoever. In the event that any Lender
fails to make payment to the Agent of any amount due under this Section 2.3(D),
the Agent shall be entitled to receive, retain and apply against such obligation
the principal and interest otherwise payable to such Lender hereunder until the
Agent receives such payment from such Lender or such obligation is otherwise
fully satisfied. In addition to the foregoing, if for any reason any Lender
fails to make payment to the Agent of any amount due under this Section 2.3(D),
such Lender shall be deemed, at the option of the Agent, to have unconditionally
and irrevocably purchased from the Swing Line Bank, without recourse or
warranty, an undivided interest and participation in the applicable Swing Line
Loan in the amount of such Revolving Loan, and such interest and participation
may be recovered from such Lender together with interest thereon at the Federal
Funds Effective Rate for each day during the period commencing on the date of
demand and ending on the date such amount is received. On the Termination Date,
the Borrower shall repay in full the outstanding principal balance of the Swing
Line Loans.

         2.4. Rate Options for all Advances; Maximum Interest Periods. The Swing
Line Loans shall be Floating Rate Advances at all times. The Revolving Loans may
be Floating Rate Advances or Eurocurrency Rate Advances, or a combination
thereof, selected by the Borrower in accordance with Section 2.10. The Borrower
may select, in accordance with Section 2.10, Rate Options and Interest Periods
applicable to portions of the Revolving Loans and Alternate Currency Loans;
provided that there shall be no more than nine (9) Interest Periods in effect
with respect to all of the Loans at any time (unless otherwise provided in the
applicable Alternate Currency Addendum with respect to Alternate Currency
Loans). Each Alternate Currency Loan shall bear interest on the outstanding
principal amount thereof, for the Interest Period applicable thereto, at the
Alternate Currency Rate as set forth in the applicable Alternate Currency
Addendum.

                                       31
<PAGE>

         2.5. Optional Payments; Mandatory Prepayments.

         (A) Optional Payments. The Borrower may from time to time and at any
time upon at least one (1) Business Day's prior written notice repay or prepay,
without penalty or premium all or any part of outstanding Floating Rate Advances
in an aggregate minimum amount of $1,000,000 and in integral multiples of
$100,000 in excess thereof. Eurocurrency Rate Advances may be voluntarily repaid
or prepaid prior to the last day of the applicable Interest Period, subject to
the indemnification provisions contained in Section 4.4, provided, that the
Borrower may not so prepay Eurocurrency Rate Advances unless it shall have
provided at least five (5) Business Days' prior written notice to the Agent of
such prepayment. Each Alternate Currency Borrower may, upon prior written notice
to the Agent and to the Alternate Currency Bank as prescribed in the applicable
Alternate Currency Addendum and specifying that it is prepaying all or a portion
of its Alternate Currency Loans, prepay its Alternate Currency Loans in whole at
any time, or from time to time in part in amounts aggregating $1,000,000 or any
larger multiple of $100,000 (or as otherwise specified in the applicable
Alternate Currency Addendum) by paying the principal amount to be paid together
with all accrued and unpaid interest thereon to and including the date of
payment provided any such payment occurs on the last day of any Interest Period
related to such Alternate Currency Loan.

              (B) Mandatory Prepayments of Revolving Loans.

                  (i) If at any time and for any reason (other than fluctuations
         in currency exchange rates) the Dollar Amount of the Revolving Credit
         Obligations are greater than the Aggregate Revolving Loan Commitment,
         the Borrower shall immediately make a mandatory prepayment of the
         Obligations in an amount equal to such excess. In addition, if the
         Dollar Amount of the L/C Obligations (calculated as of the last
         Business Day of each fiscal quarter, or, at the Agent's option, as of
         the last Business Day of each calendar month) outstanding at any time
         is greater than the lesser of (A) the Aggregate Revolving Loan
         Commitment at such time minus the sum of the outstanding principal
         Dollar Amount of the Revolving Loans at such time and the outstanding
         principal amount of the Swing Line Loans at such time and the
         outstanding principal Dollar Amount of the Alternate Currency Loans at
         such time and (B) 105% of the Maximum L/C Amount (or the Equivalent
         Amount in Dollars), the Borrower shall either repay Revolving Loans or
         deposit cash collateral in a cash collateral account established with
         the Agent, in either case, in an amount in Dollars equal to such
         excess.

                  (ii) If on the last Business Day of any month, solely as a
         result of fluctuations in currency exchange rates:

                  (x)      the Dollar Amount of the Revolving Credit Obligations
                           exceeds one hundred five percent (105%) of the
                           Aggregate Revolving Loan Commitment, the Borrower for
                           the ratable benefit of the Lenders shall immediately
                           prepay Loans (to be applied to such Loans as the
                           Borrower shall direct at the time of such payment) in
                           an aggregate amount such that after giving effect
                           thereto the

                                       32
<PAGE>

                           Dollar Amount of the Revolving Credit Obligations is
                           less than or equal to the Aggregate Revolving Loan
                           Commitment; or

                  (y)      the Dollar Amount of all outstanding Alternate
                           Currency Loans under the Alternate Currency Addenda
                           exceeds one hundred five percent (105%) of the
                           aggregate Alternate Currency Commitments with respect
                           thereto, the Borrower shall on such date prepay, or
                           cause to be prepaid, Alternate Currency Loans in an
                           aggregate amount such that after giving effect
                           thereto the Dollar Amount of all such Alternate
                           Currency Loans is less than or equal to the aggregate
                           Alternate Currency Commitments with respect thereto;
                           or

                  (z)      the Dollar Amount of the aggregate outstanding
                           principal amount of Alternate Currency Loans in the
                           same Alternate Currency exceeds the aggregate
                           Alternate Currency Commitments with respect thereto,
                           the applicable Borrowers shall on such date prepay
                           Alternate Currency Loans in such Alternate Currency
                           in an aggregate amount such that after giving effect
                           thereto the Dollar amount of all Alternate Currency
                           Loans is less than or equal to the aggregate
                           Alternate Currency Commitments with respect thereto.

                  (iii) Upon the consummation of any Asset Sale by the Borrower
         or any Subsidiary, within five (5) Business Days after the Borrower's
         or any of its Subsidiaries' receipt of any Net Cash Proceeds (or
         conversion to cash of non-cash proceeds (whether principal or interest
         and including securities and release of escrow arrangements)) received
         from any such Asset Sale (in any such case, such date is hereinafter
         referred to as the "Prepayment Date"), the Borrower shall make a
         mandatory prepayment of the Loans, subject to the provisions governing
         the application of payments set forth in Section 2.5(B)(v), in an
         amount equal to the product of (x) one hundred percent (100%) of such
         Net Cash Proceeds and (y) a fraction, the numerator of which is the
         outstanding principal amount of the Loans and L/C Obligations on the
         Prepayment Date and the denominator of which is the outstanding
         principal amount of the sum of (A) the outstanding principal amount of
         the Loans and L/C Obligations on the Prepayment Date and (B) the
         Indebtedness (excluding in any event any make-whole premium or payment
         in kind-related principal) under the Note Documents on the Prepayment
         Date. In addition, Borrower shall make a mandatory prepayment of the
         Loans, subject to the provisions governing the application of payments
         set forth in Section 2.5(B)(v), in an amount equal to the amount of any
         offer to repurchase Indebtedness outstanding under the Note Documents,
         which offer was made as a result of such Asset Sale and which offer was
         rejected by any holder of said Indebtedness. Any such prepayment shall
         be made within five (5) Business Days after any such holder has
         rejected (or is deemed to have rejected) such prepayment offer.

                  (iv) Upon the consummation of any Financing by the Borrower or
         any Subsidiary of the Borrower, within three (3) Business Days after
         the Borrower's or any of its Subsidiaries' receipt of any Net Cash
         Proceeds received from such Financing, the Borrower shall make a
         mandatory prepayment of the Loans, subject to the provisions

                                       33
<PAGE>

         governing the application of payments set forth in Section 2.5(B)(v),
         in an amount equal to one hundred percent (100%) of such Net Cash
         Proceeds.

                  (v) All of the mandatory prepayments made under this Section
         2.5(B) shall be applied first to Floating Rate Loans and Alternate
         Currency Loans bearing a fluctuating Alternate Currency Rate and to any
         Eurocurrency Rate Loans and Alternate Currency Loans bearing a fixed
         Alternate Currency Rate maturing on such date and then to subsequently
         maturing Eurocurrency Rate Loans and Alternate Currency Loans bearing a
         fixed Alternate Currency Rate in order of maturity. Prior to the
         occurrence of a Default and at the Borrower's option, the Agent shall
         hold all mandatory prepayments to be applied pursuant to Section
         2.5(B)(iii) or Section 2.5(B)(iv) to a Eurocurrency Rate Loan or an
         Alternate Currency Loan bearing a fixed Alternate Currency Rate in
         escrow for the benefit of the Lenders and shall release such amounts
         upon the expiration of the Interest Periods applicable to any such
         Loans being prepaid (it being understood and agreed that interest shall
         continue to accrue on all such Obligations until such time as such
         prepayments are released from escrow and applied to reduce such
         Obligations); provided, however, that upon the occurrence of a Default,
         such escrowed amounts may be applied as set forth in the first sentence
         of this Section 2.5(B)(v) without regard to the expiration of any
         Interest Period and the Borrower shall make all payments under Section
         4.4 hereof resulting therefrom. The parties hereto acknowledge and
         agree that such prepayments shall not reduce the Aggregate Revolving
         Loan Commitment.

         2.6. Reduction of Commitments. The Borrower may permanently reduce the
Aggregate Revolving Loan Commitment in whole, or in part ratably among the
Lenders, in an aggregate minimum amount of $5,000,000 with respect thereto and
integral multiples of $1,000,000 in excess of that amount with respect thereto
(unless the Aggregate Revolving Loan Commitment is reduced in whole), upon at
least three (3) Business Day's prior written notice to the Agent, which notice
shall specify the amount of any such reduction; provided, however, that the
amount of the Aggregate Revolving Loan Commitment may not be reduced below the
aggregate principal Dollar Amount of the outstanding Revolving Credit
Obligations. All accrued commitment fees shall be payable on the effective date
of any termination of the obligations of the Lenders to make Loans hereunder.
Each Alternate Currency Borrower may, upon three (3) Business Days prior written
notice to the Agent and to the Alternate Currency Bank, terminate entirely at
any time or reduce from time to time by an aggregate amount of $1,000,000 or any
larger multiple of $100,000, (or as set forth on the applicable Alternate
Currency Addendum) the unused portions of the applicable Alternate Currency
Commitment as specified by the applicable Alternate Currency Borrower in such
notice to the Agent and the Alternate Currency Bank; provided, however, that at
no time shall the Alternate Currency Commitments be reduced to a figure less
than the total of the outstanding principal amount of all Alternate Currency
Loans.

         2.7. Method of Borrowing. Not later than 2:00 p.m. (Chicago time) on
each Borrowing Date, each Lender shall make available its Revolving Loan in
immediately available funds in the Agreed Currency to the Agent at its address
specified pursuant to Article XIV, unless the Agent has notified the Lenders
that such Loan is to be made available to the Borrower at the Agent's
Eurocurrency Payment office, in which case each Lender shall make available its
Loan or Loans, in funds immediately available to the Agent at its Eurocurrency
Payment Office, not later than

                                       34
<PAGE>

1:00 p.m. (local time in the city of the Agent's Eurocurrency Payment Office) in
the Agreed Currency designated by the Agent. The Agent will promptly make the
funds so received from the Lenders available to the Borrower at the Agent's
aforesaid address.

         2.8. Method of Selecting Types and Interest Periods for Advances. The
Borrower and the Alternate Currency Borrowers, as applicable, shall select the
Type of Advance and, in the case of each Alternate Currency Loan and
Eurocurrency Rate Advance, the Interest Period, Agreed Currency and Alternate
Currency applicable to each Advance from time to time. The Borrower shall give
the Agent irrevocable notice in substantially the form of Exhibit B hereto (a
"BORROWING/CONVERSION/ CONTINUATION NOTICE") not later than 10:00 a.m. (Chicago
time) (a) on or before the Borrowing Date of each Floating Rate Advance, and (b)
three (3) Business Days before the Borrowing Date for each Eurocurrency Rate
Advance to be made in Dollars, and (c) four (4) Business Days before the
Borrowing Date for each Eurocurrency Rate Advance to be made in any Agreed
Currency other than Dollars and (d) five (5) Business Days before the Borrowing
Date for each Alternate Currency Loan (or such other period as may be agreed to
by the Agent), and the applicable Alternate Currency Borrower shall give the
Alternate Currency Bank irrevocable notice by 10:00 a.m. (local time) two (2)
Business Days prior to the Borrowing Date for such Alternate Currency Loan (or
such other period as may specified in the applicable Alternate Currency
Addendum), specifying: (i) the Borrowing Date (which shall be a Business Day) of
such Advance; (ii) the aggregate amount of such Advance; (iii) the Type of
Advance selected; and (iv) in the case of each Eurocurrency Rate Advance and
Alternate Currency Loan, the Interest Period and Agreed Currency or Alternate
Currency applicable thereto. The Borrower shall select Interest Periods so that,
to the best of the Borrower's knowledge, it will not be necessary to prepay all
or any portion of any Eurocurrency Rate Advance or Alternate Currency Loan prior
to the last day of the applicable Interest Period in order to make mandatory
prepayments as required pursuant to the terms hereof. Each Floating Rate
Advance, each Alternate Currency Loan bearing a fluctuating Alternate Currency
Rate and all Obligations other than Loans shall bear interest from and including
the date of the making of such Advance, in the case of Loans, and the date such
Obligation is due and owing in the case of such other Obligations, to (but not
including) the date of repayment thereof at the Floating Rate or Alternate
Currency Rate, as applicable, changing when and as such Floating Rate or
Alternate Currency Rate, as applicable, changes. Changes in the rate of interest
on that portion of any Advance maintained as a Floating Rate Loan will take
effect simultaneously with each change in the Alternate Base Rate. Changes in
the rate of interest on any portion of any Alternate Currency Loan bearing a
fluctuating Alternate Currency Rate will take effect simultaneously with each
change in such Alternate Currency Rate. Each Eurocurrency Rate Advance and each
Alternate Currency Loan bearing a fixed Alternate Currency Rate shall bear
interest from and including the first day of the Interest Period applicable
thereto to (but not including) the last day of such Interest Period at the
interest rate determined as applicable to such Eurocurrency Rate Advance or
Alternate Currency Loan, as applicable. Notwithstanding anything contained
herein to the contrary, during the continuance of a Default, the Agent may (or
shall at the direction of the Required Lenders) declare that no Advance may be
made as a Eurocurrency Rate Advance.

         2.9. Minimum Amount of Each Advance. Each Advance (other than an
Advance to repay Swing Line Loans or a Reimbursement Obligation) shall be in the
minimum amount of $500,000

                                       35
<PAGE>

(or the approximate Equivalent Amount of any Agreed Currency other than Dollars
or any Alternate Currency) and in multiples of $100,000 (or the Approximate
Equivalent amount of any Agreed Currency other than Dollars or any Alternate
Currency) if in excess thereof (or such other amounts as may be specified in the
applicable Alternate Currency Addendum), provided, however, that any Floating
Rate Advance may be in the amount of the unused Aggregate Revolving Loan
Commitment.

         2.10. Method of Selecting Types and Interest Periods for Conversion and
Continuation of Advances.

         (A) Right to Convert. The Borrower may elect from time to time, subject
to the provisions of Section 2.4 and this Section 2.10, to convert all or any
part of a Loan of any Type into any other Type or Types of Loans; provided that
any conversion of any Eurocurrency Rate Advance and any Alternate Currency Loan
shall be made on, and only on, the last day of the Interest Period applicable
thereto.

         (B) Automatic Conversion and Continuation. Floating Rate Loans shall
continue as Floating Rate Loans unless and until such Floating Rate Loans are
converted into Eurocurrency Rate Loans. Eurocurrency Rate Loans shall continue
as Eurocurrency Rate Loans until the end of the then applicable Interest Period
therefor, at which time such Eurocurrency Rate Loans shall be automatically
converted into Floating Rate Loans unless the Borrower shall have given the
Agent notice in accordance with Section 2.10(D) requesting that, at the end of
such Interest Period, such Eurocurrency Rate Loans continue as a Eurocurrency
Rate Loan. Unless a Borrowing/Conversion/Continuation Notice shall have timely
been given in accordance with the terms of this Section 2.10, Eurocurrency Rate
Advances in an Agreed Currency other than Dollars and Alternate Currency Loans
shall automatically continue as Eurocurrency Rate Advances in the same Agreed
Currency or Alternate Currency Loans in the same Alternate Currency, as
applicable, with an Interest Period of one (1)month.

         (C) No Conversion Post-Default or Post-Unmatured Default.
Notwithstanding anything to the contrary contained in Section 2.10(A) or Section
2.10(B), no Loan may be converted into or continued as a Eurocurrency Rate Loan
(except with the consent of the Required Lenders) when any Default or Unmatured
Default has occurred and is continuing.

         (D) Borrowing/Conversion/Continuation Notice. The Borrower shall give
the Agent irrevocable notice of each conversion of a Floating Rate Loan into a
Eurocurrency Rate Loan or continuation of a Eurocurrency Rate Loan not later
than 10:00 a.m. (Chicago time) (x) three (3) Business Days prior to the date of
the requested conversion or continuation, with respect to any Loan to be
converted or continued as a Eurocurrency Rate Loan in Dollars, (y) four (4)
Business Days prior to the date of the requested conversion or continuation with
respect to any Loan to be converted or continued as a Eurocurrency Rate Loan in
an Agreed Currency other than Dollars, and (z) five (5) Business Days before the
date of the requested conversion or continuation Borrowing Date with respect to
the conversion or continuation of any Alternate Currency Loan (or such other
period as may be agreed to by the Agent), and the applicable Alternate Currency
Borrower shall give the

                                       36
<PAGE>

Alternate Currency Bank irrevocable notice by 10:00 a.m. (local time) two (2)
Business Days prior to the conversion or continuation of such Alternate Currency
Loan (or such other period as may specified in the applicable Alternate Currency
Addendum), specifying: (1) the requested date (which shall be a Business Day) of
such conversion or continuation; (2) the amount and Type of the Loan to be
converted or continued; and (3) the amount of Eurocurrency Rate Loan(s) or
Alternate Currency Loan(s), as applicable, into which such Loan is to be
converted or continued, the Agreed Currency or Alternate Currency, as
applicable, and the duration of the Interest Period applicable thereto.

         (E) Notwithstanding anything herein to the contrary, (x) Eurocurrency
Rate Advances in an Agreed Currency may be converted and/or continued as
Eurocurrency Rate Advances only in the same Agreed Currency, and (y) Alternate
Currency Loans in an Alternate Currency may be converted and/or continued as
Alternate Currency Loans only in the same Alternate Currency.

         2.11. Default Rate. After the occurrence and during the continuance of
a Default, at the direction of the Required Lenders, the interest rate(s)
applicable to the Obligations and to the fees payable under Section 3.8 with
respect to Letters of Credit shall be equal to the then highest interest rate(s)
hereunder plus two percent (2.0%) per annum. After the occurrence of a Default,
the principal balance of, and, to the extent permitted by law, any overdue
interest on any Alternate Currency Loan shall bear interest, payable upon
demand, for each day until paid at the rate per annum equal to two percent
(2.00%) plus the interest rate applicable to such Alternate Currency Loan
immediately prior to the Default.

         2.12. Method of Payment. All payments of principal, interest, fees,
commissions and L/C Obligations hereunder shall be made, without setoff,
deduction or counterclaim (unless indicated otherwise in Section 2.15(E)), in
immediately available funds to the Agent (i) at the Agent's address specified
pursuant to Article XIV with respect to Advances or other Obligations
denominated in Dollars and (ii) at the Agent's Eurocurrency Payment Office with
respect to any Advance or other Obligations denominated in an Agreed Currency
other than Dollars, or at any other Lending Installation of the Agent specified
in writing by the Agent to the Borrower, by 2:00 p.m. (Chicago time) on the date
when due and shall be made ratably among the Lenders (unless such amount is not
to be shared ratably in accordance with the terms hereof). Each Advance shall be
repaid or prepaid in the Agreed Currency in which it was made in the amount
borrowed and interest payable thereon shall also be paid in such currency. Each
payment delivered to the Agent for the account of any Lender shall be delivered
promptly by the Agent to such Lender in the same type of funds which the Agent
received at its address specified pursuant to Article XIV or at any Lending
Installation specified in a notice received by the Agent from such Lender. The
Borrower authorizes the Agent to charge the account of the Borrower maintained
with JPMorgan for each payment of principal, interest, fees, commissions and L/C
Obligations as it becomes due hereunder. Each reference to the Agent in this
Section 2.12 shall also be deemed to refer, and shall apply equally, to each
Issuing Bank, in the case of payments required to be made by the Borrower to any
Issuing Bank pursuant to Article III.

         All payments to be made by the Borrowers hereunder in respect of any
Alternate Currency Loans shall be made in the currencies in which such Loans are
denominated and in

                                       37
<PAGE>

funds immediately available, at the office or branch from which the Loan was
made pursuant to Section 2.21 and the applicable Alternate Currency Addendum not
later than 3:00 p.m. (local time) on the date on which such payment shall become
due. Promptly upon receipt of any payment of principal of the Alternate Currency
Loans the Alternate Currency Bank shall give written notice to the Agent by
telex or telecopy of the receipt of such payment.

         Notwithstanding the foregoing provisions of this Section, if, after the
making of any Advance in any currency other than Dollars, currency control or
exchange regulations are imposed in the country which issues such Agreed
Currency or Alternate Currency, as applicable, with the result that different
types of such Agreed Currency or Alternate Currency, as applicable, (the "NEW
CURRENCY") are introduced and the type of currency in which the Advance was made
(the "ORIGINAL CURRENCY") no longer exists or any Borrower is not able to make
payment to the Agent for the account of the Lenders or Alternate Currency Bank,
as applicable, in such Original Currency, then all payments to be made by the
Borrowers hereunder in such currency shall be made to the Agent or Alternate
Currency Bank, as applicable, in such amount and such type of the New Currency
or Dollars as shall be equivalent to the amount of such payment otherwise due
hereunder in the Original Currency, it being the intention of the parties hereto
that the Borrowers take all risks of the imposition of any such currency control
or exchange regulations. In addition, notwithstanding the foregoing provisions
of this Section, if, after the making of any Advance in any currency other than
Dollars, the Borrower is not able to make payment to the Agent for the account
of the Lenders or the Alternate Currency Bank in the type of currency in which
such Advance was made because of the imposition of any such currency control or
exchange regulation, then such Advance shall instead be repaid when due in
Dollars in a principal amount equal to the Dollar Amount (as of the date of
repayment) of such Advance.

         2.13. Evidence of Debt.

         (A) Each Lender shall maintain in accordance with its usual practice an
account or accounts (a "LOAN ACCOUNT") evidencing the indebtedness of the
Borrower to such Lender owing to such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time hereunder.

         (B) The Register maintained by the Agent pursuant to Section 13.3(C)
shall include a control account, and a subsidiary account for each Lender, in
which accounts (taken together) shall be recorded (i) the date and the amount of
each Loan made hereunder, the Type thereof and the Interest Period, if any,
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrowers to each Lender hereunder, (iii)
the effective date and amount of each Assignment Agreement delivered to and
accepted by it and the parties thereto pursuant to Section 13.3, (iv) the amount
of any sum received by the Agent hereunder for the account of the Lenders and
each Lender's share thereof, and (v) all other appropriate debits and credits as
provided in this Agreement, including, without limitation, all fees, charges,
expenses and interest.

         (C) The entries made in the Loan Account, the Register and the other
accounts maintained pursuant to subsections (A) or (B) of this Section shall be
conclusive and binding for all purposes, absent manifest error, unless the
applicable Borrower objects to information

                                       38
<PAGE>

contained in the Loan Accounts, the Register or the other accounts within thirty
(30) days of the applicable Borrower's receipt of such information; provided
that the failure of any Lender or the Agent to maintain such accounts or any
error therein shall not in any manner affect the obligation of the Borrowers to
repay the Loans in accordance with the terms of this Agreement.

         (D) Any Lender may request that the Revolving Loans made by it each be
evidenced by a promissory note in substantially the forms of Exhibit K to
evidence such Lender's Revolving Loans. In such event, the applicable Borrower
shall prepare, execute and deliver to such Lender a promissory note for such
Loans payable to the order of such Lender and in a form approved by the Agent
and consistent with the terms of this Agreement. Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 13.3) be represented by one or more promissory
notes in such form payable to the order of the payee named therein.

         2.14. Telephonic Notices. The Borrowers authorize the Lenders and the
Agent to extend Advances, effect selections of Types of Advances and to transfer
funds based on telephonic notices made by any person or persons the Agent or any
Lender in good faith believes to be acting on behalf of the applicable Borrower.
The Borrowers agree to deliver promptly to the Agent a written confirmation,
signed by an Authorized Officer, if such confirmation is requested by the Agent
or any Lender, of each telephonic notice. If the written confirmation differs in
any material respect from the action taken by the Agent and the Lenders, the
records of the Agent and the Lenders shall govern absent manifest error. In case
of disagreement concerning such notices, if the Agent has recorded telephonic
borrowing notices, such recordings will be made available to the applicable
Borrower upon the Borrower's request therefor.

         2.15. Promise to Pay; Interest and Commitment Fees; Interest Payment
Dates; Interest and Fee Basis; Taxes; Loan and Control Accounts.

         (A) Promise to Pay. The Borrower unconditionally promises to pay when
due the principal amount of each Loan and all other Obligations incurred by it,
and to pay all unpaid interest accrued thereon, in accordance with the terms of
this Agreement and the other Loan Documents.

         (B) Interest Payment Dates. Interest accrued on each Floating Rate Loan
and each Alternate Currency Loan bearing a fluctuating Alternate Currency Rate
shall be payable on each Payment Date, commencing with the first such date to
occur after the date hereof, upon any prepayment whether by acceleration or
otherwise, and at maturity (whether by acceleration or otherwise). Interest
accrued on each Eurocurrency Rate Loan and each Alternate Currency Loan bearing
a fixed Alternate Currency Rate shall be payable on the last day of its
applicable Interest Period, on any date on which the Eurocurrency Rate Loan or
Alternate Currency Loan is prepaid, whether by acceleration or otherwise, and at
maturity. Interest accrued on each Eurocurrency Rate Loan and each Alternate
Currency Loan bearing a fixed Alternate Currency Rate having an Interest Period
longer than three months shall also be payable on the last day of each
three-month interval during such Interest Period. Interest accrued on the
principal balance of all other Obligations shall be payable in arrears (i) on
the

                                       39
<PAGE>

last day of each calendar month, commencing on the first such day following the
incurrence of such Obligation, (ii) upon repayment thereof in full or in part,
and (iii) if not theretofore paid in full, at the time such other Obligation
becomes due and payable (whether by acceleration or otherwise).

         (C) Commitment Fees.

                  (i) The Borrower shall pay to the Agent, for the account of
         the Lenders in accordance with their Pro Rata Shares, from and after
         the date of this Agreement until the date on which the Aggregate
         Revolving Loan Commitment shall be terminated in whole, a commitment
         fee accruing at the rate of the then Applicable Commitment Fee
         Percentage, on the amount by which (A) the Aggregate Revolving Loan
         Commitment in effect from time to time exceeds (B) the Dollar Amount of
         the Revolving Credit Obligations (including the outstanding principal
         amount of the Swing Line Loans) in effect from time to time (as
         determined by the Agent in accordance with its customary practices).
         All such commitment fees payable under this clause (C) shall be payable
         quarterly in arrears on the last day of each fiscal quarter of the
         Borrower occurring after the date of this Agreement (with the first
         such payment being calculated for the period from the date of this
         Agreement and ending on March 31, 2005, and, in addition, on the date
         on which the Aggregate Revolving Loan Commitment shall be terminated in
         whole.

                  (ii) The Borrower agrees to pay to the Agent for the sole
         account of the Agent and the Arranger (unless otherwise agreed between
         the Agent and the Arranger and any Lender) the fees set forth in the
         letter agreement between the Agent, the Arranger and the Borrower dated
         December 14, 2004, payable at the times and in the amounts set forth
         therein.

                  (iii) The applicable Borrower agrees to pay to the Alternate
         Currency Bank, for its sole account, a fronting fee a equal to 0.125%
         per annum on the average daily outstanding Dollar Amount of all
         Alternate Currency Loans.

         (D) Interest and Fee Basis; Applicable Floating Rate Margin, Applicable
Eurocurrency Margin, Applicable Commitment Fee Percentage and Applicable L/C Fee
Percentage.

                  (i) Interest on all Eurocurrency Rate Loans, all Alternate
         Currency Loans (except as provided otherwise in the applicable
         Alternate Currency Addendum) and on all fees shall be calculated for
         actual days elapsed on the basis of a 360-day year. Interest on all
         Floating Rate Loans shall be calculated for actual days elapsed on the
         basis of a 365-, or when appropriate 366-, day year. Interest shall be
         payable for the day an Obligation is incurred but not for the day of
         any payment on the amount paid if payment is received prior to 2:00
         p.m. (Chicago time) at the place of payment. If any payment of
         principal of or interest on a Loan or any payment of any other
         Obligations shall become due on a day which is not a Business Day, such
         payment shall be made on the next succeeding Business Day and, in the
         case of a principal payment, such extension of time shall be included
         in computing interest, fees and commissions in connection with such
         payment.

                                       40
<PAGE>

                  (ii) The Applicable Floating Rate Margin, Applicable
         Eurocurrency Margin, Applicable Commitment Fee Percentage and
         Applicable L/C Fee Percentage shall be determined on the basis of the
         then applicable Cash Flow Leverage Ratio as described in this Section
         2.15(D)(ii), from time to time by reference to the following table:

<TABLE>
<CAPTION>
                                                            APPLICABLE             APPLICABLE                APPLICABLE
                               APPLICABLE FLOATING         EUROCURRENCY            COMMITMENT                   L/C
 CASH FLOW LEVERAGE RATIO          RATE MARGIN                MARGIN             FEE PERCENTAGE            FEE PERCENTAGE
 ------------------------      -------------------         ------------          --------------            --------------

<S>                                   <C>                     <C>                    <C>                       <C>
 Greater than 2.50 to 1.0             0.00%                   1.25%                  0.25%                     1.25%

 Greater than 2.00 to 1.0
 and less than or equal to
        2.50 to 1.0                   0.00%                   1.00%                  0.20%                     1.00%

 Greater than 1.50 to 1.0
 and less than or equal to
        2.00 to 1.0                   0.00%                   0.875%                 0.15%                     0.875%

  Greater than 1.0 to 1.0             0.00%                   0.75%                  0.15%                     0.75%
 and less than or equal to
        1.50 to 1.0

 Greater than 0.50 to 1.0             0.00%                   0.625%                 0.125%                    0.625%
 and less than or equal to
        1.0 to 1.0

   Less than 0.50 to 1.0              0.00%                   0.50%                  0.10%                     0.50%
</TABLE>


         For purposes of this Section 2.15(D)(ii), the Cash Flow Leverage Ratio
         shall be calculated as provided in Section 7.4(B). Upon receipt of the
         financial statements delivered pursuant to Sections 7.1(A)(i) and (ii),
         as applicable, the Applicable Floating Rate Margin, Applicable
         Eurocurrency Margin and Applicable Commitment Fee Percentage shall be
         adjusted, such adjustment being effective five (5) Business Days
         following the Agent's receipt of such financial statements and the
         compliance certificate required to be delivered in connection therewith
         pursuant to Section 7.1(A)(iii); provided, that if the Borrower shall
         not have timely delivered its financial statements in accordance with
         Section 7.1(A)(i) or (ii), as applicable, and such failure continues
         for five (5) days after notice from the Agent to the Borrower, then, at
         the discretion of the Required Lenders, commencing on the date upon
         which such financial statements should have been delivered and
         continuing until such financial statements are actually delivered, it
         shall be assumed for purposes of determining the Applicable Floating
         Rate Margin, Applicable Eurocurrency Margin, Applicable L/C Fee
         Percentage and Applicable Commitment Fee Percentage that the Cash Flow
         Leverage Ratio was greater than 2.5 to 1.0.

                  (iii) Notwithstanding anything herein to the contrary, from
         the date of this Agreement to but not including the fifth (5th)
         Business Day following receipt of the

                                       41
<PAGE>

         Borrower's financial statements delivered pursuant to Section 7.1(A)(i)
         for the fiscal quarter ending December 31, 2004, the Applicable
         Floating Rate Margin, Applicable Eurocurrency Margin, Applicable L/C
         Fee Percentage and Applicable Commitment Fee Percentage shall be
         determined based upon the Pro Forma Balance Sheet (as defined in
         Section 5.1(b)(15) hereof).

                                       42
<PAGE>

         (E) Taxes.

                  (i) Any and all payments by the Borrower hereunder shall be
         made free and clear of and without deduction for any and all present or
         future taxes, levies, imposts, deductions, charges or withholdings or
         any liabilities with respect thereto imposed by any Governmental
         Authority including those arising after the date hereof as a result of
         the adoption of or any change in any law, treaty, rule, regulation,
         guideline or determination of a Governmental Authority or any change in
         the interpretation or application thereof by a Governmental Authority
         but excluding, in the case of each Lender and the Agent, (i) such taxes
         (including income taxes, franchise taxes and branch profit taxes) as
         are imposed on or measured by such Lender's or Agent's, as the case may
         be, net income or similar taxes imposed by the United States of America
         or any Governmental Authority of the jurisdiction under the laws of
         which such Lender or Agent, as the case may be, is organized or
         maintains a Lending Installation (all such non-excluded taxes, levies,
         imposts, deductions, charges, withholdings, and liabilities which the
         Agent or a Lender determines to be applicable to this Agreement, the
         other Loan Documents, the Revolving Loan Commitments, the Loans or the
         Letters of Credit being hereinafter referred to as "TAXES") and (ii) if
         such Lender or the Agent is entitled at such time to a total or partial
         exemption from withholding that is required to be evidenced by an IRS
         Form 1001, 4224, W-8 or W-9 or, in each case, any successor or
         additional form, taxes imposed by reason of any failure of such Lender
         or the Agent to deliver to the Agent or Borrower, from time to time as
         required by the Agent or Borrower, such Form 1001, 4224, W-8 or W-9 (as
         applicable) or, in each case, any successor or additional form,
         completed in a manner reasonably satisfactory to the Agent and the
         Borrower. If the Borrower or the Agent shall be required by law to
         deduct any Taxes from or in respect of any sum payable hereunder or
         under the other Loan Documents to any Lender or the Agent, (i) the sum
         payable shall be increased as may be necessary so that after making all
         required deductions (including deductions applicable to additional sums
         payable under this Section 2.15(E)) such Lender or the Agent (as the
         case may be) receives an amount equal to the sum it would have received
         had no such deductions been made, (ii) the Borrower shall make such
         deductions, and (iii) the Borrower shall pay the full amount deducted
         to the relevant taxation authority or other authority in accordance
         with applicable law. If any Tax, including, without limitation, any
         withholding tax, of the United States of America or any other
         Governmental Authority shall be or become applicable (y) after the date
         of this Agreement, to such payments by the Borrower made to the Lending
         Installation or any other office that a Lender may claim as its Lending
         Installation, or (z) after such Lender's selection and designation of
         any other Lending Installation, to such payments made to such other
         Lending Installation, such Lender shall use reasonable efforts to make,
         fund and maintain its Loans through another Lending Installation of
         such Lender in another jurisdiction so as to reduce the Borrower's
         liability hereunder, if the making, funding or maintenance of such
         Loans through such other Lending Installation of such Lender does not,
         in the reasonable judgment of such Lender, otherwise adversely and
         materially affect such Loans, or obligations under the Revolving Loan
         Commitments or such Lender.

                                       43
<PAGE>

                  (ii) In addition, the Borrower agrees to pay any present or
         future stamp or documentary taxes or any other excise or property
         taxes, charges, or similar levies which arise from any payment made
         hereunder, from the issuance of Letters of Credit hereunder, or from
         the execution, delivery or registration of, or otherwise with respect
         to, this Agreement, the other Loan Documents, the Revolving Loan
         Commitments, the Loans or the Letters of Credit (hereinafter referred
         to as "Other Taxes").

                  (iii) The Borrower indemnifies each Lender and the Agent for
         the full amount of Taxes and Other Taxes (including, without
         limitation, any Taxes or Other Taxes imposed by any Governmental
         Authority on amounts payable under this Section 2.15(E)) paid by such
         Lender or the Agent (as the case may be) and any liability (including
         penalties, interest, and expenses) arising therefrom or with respect
         thereto, whether or not such Taxes or Other Taxes were correctly or
         legally asserted. This indemnification shall be made within thirty (30)
         days after the date such Lender or the Agent (as the case may be) makes
         written demand therefor. A certificate as to any additional amount
         payable to any Lender or the Agent under this Section 2.15(E) submitted
         to the Borrower and the Agent (if a Lender is so submitting) by such
         Lender or the Agent shall show in reasonable detail the amount payable
         and the calculations used to determine such amount and shall, absent
         manifest error, be final, conclusive and binding upon all parties
         hereto. With respect to such deduction or withholding for or on account
         of any Taxes and to confirm that all such Taxes have been paid to the
         appropriate Governmental Authorities, the Borrower shall promptly (and
         in any event not later than thirty (30) days after receipt) furnish to
         each Lender and the Agent such certificates, receipts and other
         documents as may be required (in the judgment of such Lender or the
         Agent) to establish any tax credit to which such Lender or the Agent
         may be entitled.

                  (iv) Within thirty (30) days after the date of any payment of
         Taxes or Other Taxes by the Borrower, the Borrower shall furnish to the
         Agent the original or a certified copy of a receipt evidencing payment
         thereof.

                  (v) Without prejudice to the survival of any other agreement
         of the Borrower hereunder, the agreements and obligations of the
         Borrower contained in this Section 2.15(E) shall survive the payment in
         full of principal and interest hereunder, the termination of the
         Letters of Credit and the termination of this Agreement.

                  (vi) Each Lender that is not created or organized under the
         laws of the United States of America or a political subdivision thereof
         shall deliver to the Borrower and the Agent on or before the Closing
         Date, or, if later, the date on which such Lender becomes a Lender
         pursuant to Section 13.3, a true and accurate certificate executed in
         duplicate by a duly authorized officer of such Lender, in a form
         satisfactory to the Borrower and the Agent, to the effect that such
         Lender is eligible under the provisions of an applicable tax treaty
         concluded by the United States of America (in which case the
         certificate shall be accompanied by two (2) executed copies of Form
         1001 of the IRS or successor applicable form) or under Section 1442 of
         the Code (in which case the certificate shall be accompanied by two
         copies of Form 4224 of the IRS or successor applicable form) or, if
         such Lender is not a "bank" within the meaning of Section 881(c)(3)(A)
         of the Code, two

                                       44
<PAGE>

         complete copies of IRS Form W-8 or W-9 or successor applicable form to
         receive payments of interest hereunder without deduction or withholding
         of United States federal income tax. Each such Lender further agrees to
         deliver to the Borrower and the Agent from time to time a true and
         accurate certificate executed in duplicate by a duly authorized officer
         of such Lender substantially in a form satisfactory to the Borrower and
         the Agent, before or promptly upon the occurrence of any event
         requiring a change in the most recent certificate previously delivered
         by it to the Borrower and the Agent pursuant to this Section
         2.15(E)(vi).

         2.16. Notification of Advances, Interest Rates, Prepayments and
Aggregate Revolving Loan Commitment Reductions. Promptly after receipt thereof,
the Agent will notify each Lender of the contents of each Aggregate Revolving
Loan Commitment reduction notice, Borrowing/Conversion/Continuation Notice, and
repayment notice received by it hereunder. The Agent will notify each Lender of
the interest rate and Agreed Currency applicable to each Eurocurrency Rate Loan
promptly upon determination of such interest rate and Agreed Currency and will
give each Lender prompt notice of each change in the Alternate Base Rate.

         2.17. Lending Installations. Each Lender may book its Loans or Letters
of Credit at any Lending Installation selected by such Lender and may change its
Lending Installation from time to time. All terms of this Agreement shall apply
to any such Lending Installation. Each Lender may, by written or facsimile
notice to the Agent and the Borrower, designate a Lending Installation through
which Loans will be made by it and for whose account Loan payments and/or
payments of L/C Obligations are to be made.

         2.18. Non-Receipt of Funds by the Agent. Unless the Borrower or a
Lender, as the case may be, notifies the Agent prior to the date on which it is
scheduled to make payment to the Agent of (i) in the case of a Lender, the
proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal,
interest or fees to the Agent for the account of the Lenders, that it does not
intend to make such payment, the Agent may assume that such payment has been
made. The Agent may, but shall not be obligated to, make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such Lender or the Borrower, as the case may be, has not in fact made such
payment to the Agent, the recipient of such payment shall, on demand by the
Agent, repay to the Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day or (ii) in the case of payment by the
Borrower, the interest rate applicable to the relevant Loan.

         2.19. Termination Date. This Agreement shall be effective until the
Termination Date. Notwithstanding the termination of this Agreement, until (A)
all of the Obligations (other than contingent indemnity obligations) shall have
been fully and indefeasibly paid and satisfied, (B) all financing arrangements
among the Borrower and the Lenders shall have been terminated (other than under
Hedging Agreements or other agreements with respect to Hedging Obligations) and
(C) all of the Letters of Credit shall have expired, been canceled or terminated
(collectively, the "TERMINATION CONDITIONS"), all of the rights and remedies
under this Agreement and the other Loan Documents shall survive. Upon
satisfaction of the Termination Conditions, the

                                       45
<PAGE>

Agent shall execute and deliver to the Borrower and the Subsidiaries of the
Borrower all Uniform Commercial Code termination statements, mortgage
assignments or satisfactions and similar documents which the Borrower and the
Subsidiaries of the Borrower shall reasonably request to evidence such
termination.

         2.20. Replacement of Certain Lenders. In the event a Lender ("AFFECTED
LENDER") shall have: (i) failed to fund its Pro Rata Share of any Advance
requested by the Borrower, or to fund a Revolving Loan in order to repay Swing
Line Loans pursuant to Section 2.3(D), or to make payment in respect of any
Alternate Currency Loan purchased by such Lender pursuant to Section 2.21(E),
which such Lender is obligated to fund under the terms of this Agreement and
which failure has not been cured, (ii) requested compensation from the Borrower
under Sections 2.15(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other
additional costs incurred by such Lender which are not being incurred generally
by the other Lenders, (iii) delivered a notice pursuant to Section 4.3 claiming
that such Lender is unable to extend Eurocurrency Rate Loans to the Borrower for
reasons not generally applicable to the other Lenders or (iv) has invoked
Section 10.2, then, in any such case, the Borrower or the Agent may make written
demand on such Affected Lender (with a copy to the Agent in the case of a demand
by the Borrower and a copy to the Borrower in the case of a demand by the Agent)
for the Affected Lender to assign, and such Affected Lender shall use
commercially reasonable efforts to assign pursuant to one or more duly executed
Assignment Agreements five (5) Business Days after the date of such demand, to
one or more financial institutions that comply with the provisions of Section
13.3(A) which the Borrower or the Agent, as the case may be, shall have engaged
for such purpose ("REPLACEMENT LENDER"), all of such Affected Lender's rights
and obligations under this Agreement and the other Loan Documents (including,
without limitation, its Revolving Loan Commitment, all Loans owing to it, all of
its participation interests in existing Letters of Credit, and its obligation to
participate in additional Letters of Credit and Swing Line Loans and Alternate
Currency Loans hereunder) in accordance with Section 13.3. The Agent agrees,
upon the occurrence of such events with respect to an Affected Lender and upon
the written request of the Borrower, to use its reasonable efforts to obtain the
commitments from one or more financial institutions to act as a Replacement
Lender. The Agent is authorized to execute one or more of such assignment
agreements as attorney-in-fact for any Affected Lender failing to execute and
deliver the same within five (5) Business Days after the date of such demand.
Further, with respect to such assignment the Affected Lender shall have
concurrently received, in cash, all amounts due and owing to the Affected Lender
hereunder or under any other Loan Document, including, without limitation, the
aggregate outstanding principal amount of the Loans owed to such Lender,
together with accrued interest thereon through the date of such assignment,
amounts payable under Sections 2.15(E), 4.1, and 4.2 with respect to such
Affected Lender and compensation payable under Section 2.15(D) in the event of
any replacement of any Affected Lender under clause (ii) or clause (iii) of this
Section 2.20; provided that upon such Affected Lender's replacement, such
Affected Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.15(E), 4.1, 4.2, 4.4, and 10.7, as well
as to any fees accrued for its account hereunder and not yet paid, and shall
continue to be obligated under Section 11.8. Upon the replacement of any
Affected Lender pursuant to this Section 2.20, the provisions of Section 9.2
shall continue to apply with respect to Loans which are then

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<PAGE>

outstanding with respect to which the Affected Lender failed to fund its Pro
Rata Share and which failure has not been cured.

         2.21. Alternate Currency Loans.

         (A) Upon the satisfaction of the conditions precedent set forth in
Article V hereof and set forth in the applicable Alternate Currency Addendum,
from and including the later of the date of this Agreement and the date of
execution of the applicable Alternate Currency Addendum and prior to Termination
Date (unless an earlier termination date shall be specified in or pursuant to
the applicable Alternate Currency Addendum), the Alternate Currency Bank agrees,
on the terms and conditions set forth in this Agreement and in the applicable
Alternate Currency Addendum, to make Alternate Currency Loans under such
Alternate Currency Addendum to the applicable Alternate Currency Borrower party
to such Alternate Currency Addendum from time to time in the applicable
Alternate Currency, in an amount not to exceed each such Alternate Currency
Bank's applicable Alternate Currency Commitment; provided, however, at no time
shall the Dollar Amount of the outstanding principal amount of the Alternate
Currency Loans (i) denominated in all Alternate Currencies other than Canadian
Dollars, when aggregated with the Dollar Amount of all Eurocurrency Rate
Advances in Agreed Currencies other than Dollars and Canadian Dollars, exceed
the Maximum Eurocurrency Amount or (ii) denominated in Canadian Dollars, when
aggregated with the Dollar Amount of all L/C Obligations denominated in Canadian
Dollars, exceed the Maximum Canadian Amount, in each case, other than as a
result of currency fluctuations and then only to the extent permitted in Section
2.5(B)(ii); provided, further, at no time shall the Dollar Amount of the
Alternate Currency Loans for any specific Alternate Currency exceed the maximum
amount specified as the maximum amount for such Alternate Currency in the
applicable Alternate Currency Addendum other than as a result of currency
fluctuations and then only to the extent permitted in Section 2.5(B)(ii).
Subject to the terms of this Agreement and the applicable Alternate Currency
Addendum, the applicable Alternate Currency Borrowers may borrow, repay and
reborrow Alternate Currency Loans at any time prior to the Termination Date
(unless an earlier termination date shall be specified in or pursuant to the
applicable Alternate Currency Addendum). On the Termination Date (unless an
earlier termination date shall be specified in or pursuant to the applicable
Alternate Currency Addendum), the outstanding principal balance of the Alternate
Currency Loans shall be paid in full by the applicable Alternate Currency
Borrower and prior to Termination Date (unless an earlier termination date shall
be specified in or pursuant to the applicable Alternate Currency Addendum)
prepayments of the Alternate Currency Loans shall be made by the applicable
Alternate Currency Borrower if and to the extent required in Section 2.5(B)(ii).

         (B) Borrowing Notice. When the applicable Alternate Currency Borrower
desires to borrow under this Section 2.21, the applicable Alternate Currency
Borrower shall deliver to the Alternate Currency Bank and the Agent a
Borrowing/Conversion/Continuation Notice, signed by it, as provided in Section
2.8 specifying that the Alternate Currency Borrower is requesting an Alternate
Currency Loan pursuant to this Section 2.21. Any
Borrowing/Conversion/Continuation Notice given pursuant to this Section 2.21
shall be irrevocable.

                                       47
<PAGE>

         (C) Termination. Except as otherwise required by applicable law, in no
event shall the Alternate Currency Bank have the right to accelerate the
Alternate Currency Loans outstanding under any Alternate Currency Addendum or to
terminate its commitments (if any) thereunder to make Alternate Currency Loans
prior to the stated termination date in respect thereof, except that the
Alternate Currency Bank shall have such rights upon an acceleration of the Loans
and a termination of the Revolving Credit Commitments pursuant to Article IX.

         (D) Statements. The Alternate Currency Bank shall furnish to the Agent
not less frequently than monthly, and at any other time at the reasonable
request of the Agent, a statement setting forth the outstanding Alternate
Currency Loans made and repaid during the period since the last such report
under such Alternate Currency Addendum.

         (E) Risk Participation. Immediately and automatically upon the
occurrence of an Event of Default under Sections 8.1(A), (F) or (G), each Lender
shall be deemed to have unconditionally and irrevocably purchased from the
Alternate Currency Bank, without recourse or warranty, an undivided interest in
and participation in each Alternate Currency Loan ratably in accordance with
such Lender's Pro Rata Share of the amount of such Loan, and immediately and
automatically all Alternate Currency Loans shall be converted to and
redenominated in Dollars equal to the Dollar Amount of each such Alternate
Currency Loan determined as of the date of such conversion; provided, that to
the extent such conversion shall occur other than at the end of an Interest
Period, the applicable Borrower shall pay to the Alternate Currency Bank, all
losses and breakage costs related thereto in accordance with Section 4.4. Each
of the Lenders shall pay to the Alternate Currency Bank not later than two (2)
Business Days following a request for payment from such Alternate Currency Bank,
in Dollars, an amount equal to the undivided interest in and participation in
the Alternate Currency Loan purchased by such Lender pursuant to this Section
2.21(E). In the event that any Lender fails to make payment to the Alternate
Currency Bank of any amount due under this Section 2.21(E), the Agent shall be
entitled to receive, retain and apply against such obligation the principal and
interest otherwise payable to such Lender hereunder until the Agent receives
from such Lender an amount sufficient to discharge such Lender's payment
obligation as prescribed in this Section 2.21(E) together with interest thereon
at the Federal Funds Effective Rate for each day during the period commencing on
the date of demand by the Alternate Currency Bank and ending on the date such
obligation is fully satisfied. The Agent will promptly remit all payments
received as provided above to the Alternate Currency Bank. In consideration of
the risk participations prescribed in this Section 2.21(E), each Lender shall
receive, from the accrued interest paid by the applicable Borrower on each
Alternate Currency Loan, a fee equal to such Lender's Pro Rata Share of a
portion of the interest accrued on such Loan at the Applicable Eurocurrency
Margin or Applicable Floating Rate Margin, as applicable, as in effect from time
to time during the period such interest accrued. Such portion of the interest
paid by the applicable Borrower on Alternate Currency Loans to the applicable
Alternate Currency Bank shall be paid as promptly as possible by such Alternate
Currency Bank to the Agent, and the Agent shall as promptly as possible convert
such amount into Dollars at the spot rate of exchange in accordance with its
normal

                                       48
<PAGE>

banking practices and apply such resulting amount ratably among the Lenders
(including the Alternate Currency Banks) in proportion to their Pro Rata Share.

         (F) Other Provisions Applicable to Alternate Currency Loans. The
specification of payment of Alternate Currency Loans in the related Alternate
Currency at a specific place pursuant to this Agreement is of the essence. Such
Alternate Currency shall be the currency of account and payment of such Loans
under this Agreement and the applicable Alternate Currency Addendum.
Notwithstanding anything in this Agreement, the obligation of the applicable
Alternate Currency Borrower in respect of such Loans shall not be discharged by
an amount paid in any other currency or at another place, whether pursuant to a
judgment or otherwise, to the extent the amount so paid, on prompt conversion
into the applicable Alternate Currency and transfer to such Lender under normal
banking procedure, does not yield the amount of such Alternate Currency due
under this Agreement, the applicable Alternate Currency Addendum. In the event
that any payment, whether pursuant to a judgment or otherwise, upon conversion
and transfer, does not result in payment of the amount of such Alternate
Currency due under this Agreement or the applicable Alternate Currency Addendum,
such Lender shall have an independent cause of action against each of the
Borrowers for the currency deficit.

         2.22. Judgment Currency. If, for the purposes of obtaining judgment in
any court, it is necessary to convert a sum due from any Borrower hereunder in
the currency expressed to be payable herein (the "SPECIFIED CURRENCY") into
another currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase the specified
currency with such other currency at the Agent's main office in Chicago,
Illinois on the Business Day preceding that on which the final, non-appealable
judgment is given. The obligations of each Borrower in respect of any sum due to
any Lender or the Agent hereunder shall, notwithstanding any judgment in a
currency other than the specified currency, be discharged only to the extent
that on the Business Day following receipt by such Lender or the Agent (as the
case may be) of any sum adjudged to be so due in such other currency such Lender
or the Agent (as the case may be) may in accordance with normal, reasonable
banking procedures purchase the specified currency with such other currency. If
the amount of the specified currency so purchased is less than the sum
originally due to such Lender or the Agent, as the case may be, in the specified
currency, each Borrower agrees, to the fullest extent that it may effectively do
so, as a separate obligation and notwithstanding any such judgment, to indemnify
such Lender or the Agent, as the case may be, against such loss, and if the
amount of the specified currency so purchased exceeds (a) the sum originally due
to any Lender or the Agent, as the case may be, in the specified currency and
(b) any amounts shared with other Lenders as a result of allocations of such
excess as a disproportionate payment to such Lender under Section 12.2, such
Lender or the Agent, as the case may be, agrees to remit such excess to such
Borrower.

         2.23. Market Disruption; Denomination of Amounts in Dollars; Dollar
Equivalent of Reimbursement Obligations.

         (A) Notwithstanding the satisfaction of all conditions referred to in
this Article II with respect to any Advance in any Agreed Currency other than
Dollars or Alternate

                                       49
<PAGE>

Currency, as applicable, if there shall occur on or prior to the date of such
Advance any change in national or international financial, political or economic
conditions or currency exchange rates or exchange controls which would in the
reasonable opinion of the Borrower, any Alternate Currency Borrower, the
Alternate Currency Bank, Agent or the Required Lenders make it impracticable for
the Eurocurrency Rate Loans or Alternate Currency Loans comprising such Advance
to be denominated in the Agreed Currency or Alternate Currency, as applicable,
specified by the applicable Borrower, then the Agent shall forthwith give notice
thereof to such Borrower , the Alternate Currency Bank and the Lenders, or the
Borrower shall give notice to the Agent, the Alternate Currency Bank and the
Lenders, as the case may be, and such Eurocurrency Rate Loans or Alternate
Currency Loans shall not be denominated in such currency but shall be made on
such Borrowing Date in Dollars, in an aggregate principal amount equal to the
Dollar Amount of the aggregate principal amount specified in the related
Borrowing Notice, as Floating Rate Loans, unless the Borrower notifies the Agent
at least one (1) Business Day before such date that (i) it elects not to borrow
on such date or (ii) it elects to borrow on such date in a different Agreed
Currency or Alternate Currency, as the case may be, in which the denomination of
such Loans would in the opinion of the Agent, the Alternate Currency Bank, if
applicable, and the Required Lenders be practicable and in an aggregate
principal amount equal to the Dollar Amount of the aggregate principal amount
specified in the related Borrowing Notice.

         (B) Except as set forth below, all amounts referenced in this Article
II shall be calculated using the Dollar Amount determined based upon the
Equivalent Amount in effect as of the date of any determination thereof;
provided, however, that payment by the Borrower of any Advance denominated in an
currency other than Dollars, shall be in Dollars using the Dollar Amount of the
Advance (calculated based upon the Equivalent Amount in effect on the date of
payment thereof) and in the event that the Borrower does not reimburse the Agent
and the Lenders are required to fund a purchase of a participation in such
Advance, such purchase shall be made in Dollars in an amount equal to the Dollar
Amount of such Advance (calculated based upon the Equivalent Amount in effect on
the date of payment thereof). Notwithstanding anything herein to the contrary,
the full risk of currency fluctuations shall be borne by the Borrower and the
Borrower agrees to indemnify and hold harmless each Issuing Bank, the Agent and
the Lenders from and against any loss resulting from any borrowing denominated
in a currency other than in Dollars and for which the Lenders are not reimbursed
on the day of such borrowing.

         2.24. Payments to be Free and Clear.

         (A) All sums payable by each Borrower hereunder, whether in respect of
principal, interest, fees or otherwise, shall be paid without deduction for any
present and future taxes, levies, imposts, deductions, charges or withholdings
imposed by any government or any political subdivision or taxing authority
thereof (other than any tax on or measured by the net income, profits or gains
of any Lender) and all interest, penalties or similar liabilities with respect
thereto (collectively, "TAXES"), which amounts shall be paid by the applicable
Borrower as provided in this Section 2.24.

                                       50
<PAGE>

         (B) Grossing-up of Payments. If: (a) any Borrower or any other Person
is required by law to make any deduction or withholding on account of any such
taxes from any sum paid or expressed to be payable by the applicable Borrower to
any Lender under this Agreement; or (b) any party to this Agreement (or any
Person on its behalf) other than any Borrower is required by law to make any
deduction or withholding from, or any payment on or calculated by reference to
the amount of, any such sum received or receivable (other than on account of any
excluded taxes) by any Lender under this Agreement then:

                  (i) the applicable party shall notify the Agent and, if such
         party is not the applicable Borrower, the Agent will notify the
         applicable Borrower of any such requirement or any change in any such
         requirement as soon as such party becomes aware of it;

                  (ii) the applicable Borrower shall pay any such taxes before
         the later of (i) the date on which penalties attached thereto become
         due and payable or (ii) fifteen (15) days after the date of receipt by
         the applicable Borrower of such written notification provided by the
         Agent in accordance with paragraph (i) if such applicable party is not
         the applicable Borrower, such payment to be made (if the liability to
         pay is imposed on such Borrower) for its own account or (if that
         liability is imposed on any party to this Agreement) on behalf of and
         in the name of that party; and

                  (iii) the sum payable by the applicable Borrower in respect of
         which the relevant deduction, withholding or payment is required shall
         (except, in the case of any such payment, to the extent that the amount
         thereof is not ascertainable when that sum is paid) be increased to the
         extent necessary to ensure that, after the making of that deduction,
         withholding or payment, that party receives on the due date and retains
         (free from any liability in respect of any such deduction, withholding
         or payment) a sum equal to that which it would have received and so
         retained had no such deduction, withholding or payment been required or
         made.

         2.25. Additional Alternate Currency Borrowers. The Borrower may at any
time or from time to time, with the consent of the Agent, add as a party to this
Agreement any Subsidiary to be an Alternate Currency Borrower hereunder by the
execution and delivery to the Agent and the Lenders of (a) a duly completed
Assumption Letter by such Subsidiary, with the written consent of the Borrower
at the foot thereof and (b) such other guaranty and subordinated intercompany
indebtedness documents as may be reasonably required by the Agent and the
Required Lenders. Upon such execution, delivery and consent, such Subsidiary
shall for all purposes be a party hereto as an Alternate Currency Borrower as
fully as if it had executed and delivered this Agreement. So long as the
principal of and interest on any Advances made to any Alternate Currency
Borrower under this Agreement shall have been repaid or paid in full and all
other obligations of such Alternate Currency Borrower under this Agreement shall
have been fully performed, the Borrower may, by not less than five (5) Business
Days' prior notice to the Agent (which shall promptly notify the Lenders
thereof), terminate such Subsidiary's status as an "Alternate Currency
Borrower".

         2.26. Increase of Aggregate Revolving Loan Commitment.

                                       51
<PAGE>

         (A) At any time, the Borrower may request (in consultation with the
Agent) that the Aggregate Revolving Loan Commitment be increased by an aggregate
amount of up to $25,000,000 without the prior written consent of the Required
Lenders, provided, that, the Aggregate Revolving Loan Commitment shall at no
time exceed $125,000,000. Such request shall be made in a written notice given
to the Agent and the Lenders by the Borrower not less than twenty (20) Business
Days prior to the proposed effective date of such increase, which notice (a
"COMMITMENT INCREASE NOTICE") shall specify the amount of the proposed increase
in the Aggregate Revolving Loan Commitment and the proposed effective date of
such increase. No Lender shall have any obligation to increase its Revolving
Loan Commitment pursuant to a Commitment Increase Notice.

         (B) Not later than three (3) Business Days prior to the proposed
effective date, the Borrower may notify the Agent of any financial institution
that shall have agreed to become a "Lender" party hereto (a "PROPOSED NEW
LENDER") in connection with the Commitment Increase Notice. Any Proposed New
Lender shall be subject to the consent of the Agent (which consent shall not be
unreasonably withheld). The Agent shall notify the Borrower and the Lenders on
or before the Business Day immediately prior to the proposed effective date of
the amount of each Lender's and Proposed New Lender's Revolving Loan Commitment
(the "EFFECTIVE COMMITMENT AMOUNT") and the amount of the Aggregate Revolving
Loan Commitment, which amount shall be effective on the following Business Day.

         (C) Any increase in the Aggregate Revolving Loan Commitment shall be
subject to the following conditions precedent: (i) the Borrower shall have
obtained the consent thereto of each Subsidiary of the Borrower party to a
Guaranty or a Foreign Pledge Agreement and its reaffirmation of any Loan
Documents executed by it, which consent and reaffirmation shall be in writing
and in form and substance reasonably satisfactory to the Agent, (ii) as of the
date of the Commitment Increase Notice and as of the proposed effective date of
the increase in the Aggregate Revolving Loan Commitment, all representations and
warranties set forth in Article VI hereof shall be true and correct as though
made on such date (unless any such representation and warranty is made as of a
specific date, in which case, such representation and warranty shall be true and
correct as of such date) and no Default or Unmatured Default shall have occurred
and then be continuing, (iii) the Borrower, the Agent and each Proposed New
Lender or Lender that shall have agreed to provide a "Revolving Loan Commitment"
in support of such increase in the Aggregate Revolving Loan Commitment shall
have executed and delivered a Commitment and Acceptance ("COMMITMENT AND
ACCEPTANCE") substantially in the form of Exhibit L hereto and (iv) the
Borrower, each Alternate Currency Borrower and any Proposed New Lender shall
otherwise have executed and delivered such other instruments, documents and
agreements as the Agent shall have reasonably requested in connection with such
increase. If any fee shall be charged by the Lenders in connection with any such
increase, such fee shall be in accordance with then prevailing market condition.
Upon satisfaction of the conditions precedent to any increase in the Aggregate
Revolving Loan Commitment, the Agent shall promptly advise the Borrower and each
Lender of the effective date of such increase. Upon the effective date of any
increase in the Aggregate Revolving Loan Commitment that is provided by a
Proposed

                                       52
<PAGE>

New Lender, such Proposed New Lender shall be a party to this Agreement as a
Lender and shall have the rights and obligations of a Lender hereunder. Nothing
contained herein shall constitute, or otherwise be deemed to be, a commitment on
the part of any Lender to increase its Revolving Loan Commitment hereunder at
any time.

         (D) Upon the execution and delivery of such Commitment and Acceptance,
the Agent shall reallocate any outstanding Loans and L/C Obligations ratably
among the Lenders after giving effect to each such increase in the Aggregate
Commitment; provided, that the Borrower hereby agrees to compensate each Lender
for all losses, expenses and liabilities incurred by such Lender in connection
with the sale and assignment of any Eurocurrency Rate Loans hereunder on the
terms and in the manner as set forth in Article IV.

                   ARTICLE III: THE LETTER OF CREDIT FACILITY

         3.1. Obligation to Issue Letters of Credit. Subject to the terms and
conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the Borrower herein set forth, each Issuing Bank
hereby agrees to issue for the account of the Borrower through such Issuing
Bank's branches as it and the Borrower may jointly agree, one or more Letters of
Credit denominated in Dollars or an Agreed Letter of Credit Currency in
accordance with this Article III, from time to time during the period,
commencing on the Closing Date and ending on the Business Day prior to the
Termination Date.

         3.2. Transitional Provision. Schedule 3.2 contains a schedule of
certain letters of credit issued for the account of the Borrower prior to the
Closing Date. Subject to the satisfaction of the conditions contained in
Sections 5.1 and 5.2, from and after the Closing Date such letters of credit
shall be deemed to be Letters of Credit issued pursuant to this Article III.

         3.3. Types and Amounts. No Issuing Bank shall have any obligation to
and no Issuing Bank shall:

         (A) issue (or amend) any Letter of Credit if on the date of issuance
(or amendment), before or after giving effect to the Letter of Credit requested
hereunder, (i) the Dollar Amount of the Revolving Credit Obligations at such
time would exceed the lesser of the Aggregate Revolving Loan Commitment at such
time, or (ii) the aggregate outstanding Dollar Amount of the L/C Obligations
would exceed the Maximum L/C Amount, (iii) the Dollar Amount of all Eurocurrency
Rate Loans and Letters of Credit in Agreed Currencies other than Dollars and
Canadian Dollars, when aggregated with the Dollar Amount of all Alternate
Currency Loans in Alternate Currencies other than Canadian Dollars, would exceed
the Maximum Eurocurrency Amount or (iv) the Dollar Amount of all Alternate
Currency Loans in Canadian Dollars, Eurocurrency Rate Loans in Canadian Dollars
and Letters of Credit in Canadian Dollars would exceed the Maximum Canadian
Amount; or

         (B) issue (or amend) any Letter of Credit which has an expiration date
later than the date which is the earlier of (x) one (1) year after the date of
issuance thereof or (y) five (5) Business Days immediately preceding the
Termination Date; provided that any Letter of

                                       53
<PAGE>

Credit with a one-year term may provide for additional one-year periods (which
in no event shall extend beyond the date referred to in the preceding clause
(y).

         3.4. Conditions. In addition to being subject to the satisfaction of
the conditions contained in Sections 5.1 and 5.2, the obligation of an Issuing
Bank to issue any Letter of Credit is subject to the satisfaction in full of the
following conditions:

         (A) the Borrower shall have delivered to the applicable Issuing Bank at
such times and in such manner as such Issuing Bank may reasonably prescribe, a
request for issuance of such Letter of Credit in substantially the form of
Exhibit C hereto (each such request a "REQUEST FOR LETTER OF CREDIT"), duly
executed applications for such Letter of Credit, and such other documents,
instructions and agreements as may be required pursuant to the terms thereof
(all such applications, documents, instructions, and agreements being referred
to herein as the "L/C DOCUMENTS"), and the proposed Letter of Credit shall be
reasonably satisfactory to such Issuing Bank as to form and content; and

         (B) as of the date of issuance no order, judgment or decree of any
court, arbitrator or Governmental Authority shall purport by its terms to enjoin
or restrain the applicable Issuing Bank from issuing such Letter of Credit and
no law, rule or regulation applicable to such Issuing Bank and no request or
directive (whether or not having the force of law) from a Governmental Authority
with jurisdiction over such Issuing Bank shall prohibit or request that such
Issuing Bank refrain from the issuance of Letters of Credit generally or the
issuance of that Letter of Credit.

         3.5. Procedure for Issuance of Letters of Credit.

         (A) Subject to the terms and conditions of this Article III and
provided that the applicable conditions set forth in Sections 5.1 and 5.2 hereof
have been satisfied, the applicable Issuing Bank shall, on the requested date,
issue a Letter of Credit on behalf of the Borrower in accordance with such
Issuing Bank's usual and customary business practices and, in this connection,
such Issuing Bank may assume that the applicable conditions set forth in Section
5.2 hereof have been satisfied unless it shall have received notice to the
contrary from the Agent or a Lender or has knowledge that the applicable
conditions have not been met.

         (B) The applicable Issuing Bank shall give the Agent written or telex
notice, or telephonic notice confirmed promptly thereafter in writing, of the
issuance of a Letter of Credit, provided, however, that the failure to provide
such notice shall not result in any liability on the part of such Issuing Bank.

         (C) No Issuing Bank shall extend or amend any Letter of Credit unless
the requirements of this Section 3.5 are met as though a new Letter of Credit
was being requested and issued.

         3.6. Letter of Credit Participation. On the date of this Agreement,
with respect to the Letters of Credit identified on Schedule 3.2, and
immediately upon the issuance of each Letter of

                                       54
<PAGE>

Credit hereunder, each Lender with a Pro Rata Share shall be deemed to have
automatically, irrevocably and unconditionally purchased and received from the
applicable Issuing Bank an undivided interest and participation in and to such
Letter of Credit, the obligations of the Borrower in respect thereof, and the
liability of such Issuing Bank thereunder (collectively, an "L/C INTEREST") in
an amount equal to the Dollar Amount available for drawing under such Letter of
Credit multiplied by such Lender's Pro Rata Share. Each Issuing Bank will notify
each Lender promptly upon presentation to it of an L/C Draft or upon any other
draw under a Letter of Credit. On or before the Business Day on which an Issuing
Bank makes payment of each such L/C Draft or, in the case of any other draw on a
Letter of Credit, on demand by the Agent or the applicable Issuing Bank, each
Lender shall make payment to the Agent, for the account of the applicable
Issuing Bank, in immediately available funds in the Agreed Currency in an amount
equal to such Lender's Pro Rata Share of the Dollar Amount of such payment or
draw. The obligation of each Lender to reimburse the Issuing Banks under this
Section 3.6 shall be unconditional, continuing, irrevocable and absolute. In the
event that any Lender fails to make payment to the Agent of any amount due under
this Section 3.6, the Agent shall be entitled to receive, retain and apply
against such obligation the principal and interest otherwise payable to such
Lender hereunder until the Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied; provided, however, that nothing
contained in this sentence shall relieve such Lender of its obligation to
reimburse the applicable Issuing Bank for such amount in accordance with this
Section 3.6.

         3.7. Reimbursement Obligation. The Borrower agrees unconditionally,
irrevocably and absolutely to pay immediately to the Agent, for the account of
the Lenders, the amount of each advance drawn under or pursuant to a Letter of
Credit or an L/C Draft related thereto (such obligation of the Borrower to
reimburse the Agent for an advance made under a Letter of Credit or L/C Draft
being hereinafter referred to as a "REIMBURSEMENT OBLIGATION" with respect to
such Letter of Credit or L/C Draft), each such reimbursement to be made by the
Borrower no later than the Business Day on which the applicable Issuing Bank
makes payment of each such L/C Draft or, if the Borrower shall have received
notice of a Reimbursement Obligation later than 12:00 p.m. (Chicago time), on
any Business Day or on a day which is not a Business Day, no later than 12:00
p.m. (Chicago time), on the immediately following Business Day or, in the case
of any other draw on a Letter of Credit, the date specified in the demand of
such Issuing Bank. If the Borrower at any time fails to repay a Reimbursement
Obligation pursuant to this Section 3.7, the Borrower shall be deemed to have
elected to borrow Revolving Loans from the Lenders, as of the date of the
advance giving rise to the Reimbursement Obligation, equal in amount to the
Dollar Amount of the unpaid Reimbursement Obligation. Such Revolving Loans shall
be made as of the date of the payment giving rise to such Reimbursement
Obligation, automatically, without notice and without any requirement to satisfy
the conditions precedent otherwise applicable to an Advance of Revolving Loans.
Such Revolving Loans shall constitute a Floating Rate Advance, the proceeds of
which Advance shall be used to repay such Reimbursement Obligation. If, for any
reason, the Borrower fails to repay a Reimbursement Obligation on the day such
Reimbursement Obligation arises and, for any reason, the Lenders are unable to
make or have no obligation to make Revolving Loans, then such Reimbursement
Obligation shall bear interest from and after such day, until paid in full, at
the interest rate applicable to a Floating Rate Advance.

                                       55
<PAGE>

         3.8. Letter of Credit Fees. The Borrower agrees to pay:

         (A) quarterly, in arrears, to the Agent for the ratable benefit of the
Lenders, except as set forth in Section 9.2, a letter of credit fee at a rate
per annum equal to the Applicable L/C Fee Percentage on the average daily
outstanding Dollar Amount available for drawing under all Letters of Credit;

         (B) quarterly, in arrears, to the applicable Issuing Bank, a letter of
credit fronting fee equal to 0.0625% per annum on the average daily outstanding
face amount available for drawing under all Letters of Credit issued by such
Issuing Bank; and

         (C) to the applicable Issuing Bank, all customary fees and other
issuance, amendment, document examination, negotiation and presentment expenses
and related charges in connection with the issuance, amendment, presentation of
L/C Drafts, and the like customarily charged by such Issuing Banks with respect
to standby and commercial Letters of Credit, including, without limitation,
standard commissions with respect to commercial Letters of Credit, payable at
the time of invoice of such amounts.

         3.9. Issuing Bank Reporting Requirements. In addition to the notices
required by Section 3.5(C), each Issuing Bank shall, no later than the tenth
(10th) Business Day following the last day of each month, provide to the Agent,
upon the Agent's request, schedules, in form and substance reasonably
satisfactory to the Agent, showing the date of issue, account party, Agreed
Currency and amount in such Agreed Currency, expiration date and the reference
number of each Letter of Credit issued by it outstanding at any time during such
month and the aggregate amount payable by the Borrower during such month. In
addition, upon the request of the Agent, each Issuing Bank shall furnish to the
Agent copies of any Letter of Credit and any application for or reimbursement
agreement with respect to a Letter of Credit to which the Issuing Bank is party
and such other documentation as may reasonably be requested by the Agent. Upon
the request of any Lender, the Agent will provide to such Lender information
concerning such Letters of Credit.

         3.10. Indemnification; Exoneration.

         (A) In addition to amounts payable as elsewhere provided in this
Article III, the Borrower hereby agrees to protect, indemnify, pay and save
harmless the Agent, each Issuing Bank and each Lender from and against any and
all liabilities and costs which the Agent, such Issuing Bank or such Lender may
incur or be subject to as a consequence, direct or indirect, of (i) the issuance
of any Letter of Credit other than, in the case of the applicable Issuing Bank,
as a result of its Gross Negligence or willful misconduct, as determined by the
final judgment of a court of competent jurisdiction, or (ii) the failure of the
applicable Issuing Bank to honor a drawing under a Letter of Credit as a result
of any act or omission, whether rightful or wrongful, of any present or future
de jure or de facto Governmental Authority (all such acts or omissions herein
called "GOVERNMENTAL ACTS").

         (B) As among the Borrower, the Lenders, the Agent and the Issuing
Banks, the Borrower assumes all risks of the acts and omissions of, or misuse of
such Letter of Credit

                                       56
<PAGE>

by, the beneficiary of any Letters of Credit. In furtherance and not in
limitation of the foregoing, subject to the provisions of the Letter of Credit
applications and Letter of Credit reimbursement agreements executed by the
Borrower at the time of request for any Letter of Credit, neither the Agent, any
Issuing Bank nor any Lender shall be responsible (in the absence of Gross
Negligence or willful misconduct in connection therewith, as determined by the
final judgment of a court of competent jurisdiction): (i) for the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of
the Letters of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) for failure of the beneficiary of a
Letter of Credit to comply duly with conditions required in order to draw upon
such Letter of Credit; (iv) for errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex, or
other similar form of teletransmission or otherwise; (v) for errors in
interpretation of technical trade terms; (vi) for any loss or delay in the
transmission or otherwise of any document required in order to make a drawing
under any Letter of Credit or of the proceeds thereof; (vii) for the
misapplication by the beneficiary of a Letter of Credit of the proceeds of any
drawing under such Letter of Credit; and (viii) for any consequences arising
from causes beyond the control of the Agent, the Issuing Banks and the Lenders,
including, without limitation, any Governmental Acts. None of the above shall
affect, impair, or prevent the vesting of any Issuing Bank's rights or powers
under this Section 3.10.

         (C) In furtherance and extension and not in limitation of the specific
provisions hereinabove set forth, any action taken or omitted by any Issuing
Bank under or in connection with the Letters of Credit or any related
certificates shall not, in the absence of Gross Negligence or willful
misconduct, as determined by the final judgment of a court of competent
jurisdiction, put the applicable Issuing Bank, the Agent or any Lender under any
resulting liability to the Borrower or relieve the Borrower of any of its
obligations hereunder to any such Person.

         (D) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 3.10 shall survive the payment in full of principal and interest
hereunder, the termination of the Letters of Credit and the termination of this
Agreement.

         3.11. Cash Collateral. Notwithstanding anything to the contrary herein
or in any application for a Letter of Credit, upon payout or termination of this
Agreement in full in cash, the Borrower shall, on the Business Day that it
receives Agent's demand, deliver to the Agent for the benefit of the Lenders and
the Issuing Banks, cash, or other collateral of a type satisfactory to the
Required Lenders, having a value, as determined by such Lenders, equal to one
hundred five percent (105%) of the aggregate Dollar Amount of the outstanding
L/C Obligations. In addition, if the Revolving Credit Availability is at any
time less than the Dollar Amount of all contingent L/C Obligations outstanding
at any time, the Borrower shall deposit cash collateral with the Agent in
Dollars in an amount equal to one-hundred five percent (105%) of the Dollar
Amount

                                       57
<PAGE>

by which such L/C Obligations exceed such Revolving Credit Availability. Any
such collateral shall be held by the Agent in a separate account appropriately
designated as a cash collateral account in relation to this Agreement and the
Letters of Credit and retained by the Agent for the benefit of the Lenders and
the Issuing Banks as collateral security for the Borrower's obligations in
respect of this Agreement and each of the Letters of Credit and L/C Drafts. Such
amounts shall be applied to reimburse the Issuing Banks for drawings or payments
under or pursuant to Letters of Credit or L/C Drafts, or if no such
reimbursement is required, to payment of such of the other Obligations as the
Agent shall determine. If no Default shall be continuing, amounts remaining in
any cash collateral account established pursuant to this Section 3.11 which are
not to be applied to reimburse an Issuing Bank for amounts actually paid or to
be paid by such Issuing Bank in respect of a Letter of Credit or L/C Draft,
shall be returned to the Borrower within one (1) Business Day (after deduction
of the Agent's expenses incurred in connection with such cash collateral
account).

                       ARTICLE IV: CHANGE IN CIRCUMSTANCES

         4.1. Yield Protection. If any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law) adopted after the date of this Agreement and having
general applicability to all banks within the jurisdiction in which such Lender
operates (excluding, for the avoidance of doubt, the effect of and phasing in of
capital requirements or other regulations or guidelines passed prior to the date
of this Agreement), or any interpretation or application thereof by any
Governmental Authority charged with the interpretation or application thereof,
or the compliance of any Lender therewith,

         (A) subjects any Lender or any applicable Lending Installation to any
tax, duty, charge or withholding on or from payments due from the Borrower
(excluding taxation of the overall net income of any Lender or taxation of a
similar basis, which are governed by Section 2.15(E)), or changes the basis of
taxation of payments to any Lender in respect of its Loans, its L/C Interests,
the Letters of Credit or other amounts due it hereunder, or

         (B) imposes or increases or deems applicable any reserve, assessment,
insurance charge, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender or any
applicable Lending Installation (other than reserves and assessments taken into
account in determining the interest rate applicable to Eurocurrency Rate Loans)
with respect to its Loans, L/C Interests or the Letters of Credit, or

         (C) imposes any other condition the result of which is to increase the
cost to any Lender or any applicable Lending Installation of making, funding or
maintaining the Loans, the L/C Interests or the Letters of Credit or reduces any
amount received by any Lender or any applicable Lending Installation in
connection with Loans or Letters of Credit, or requires any Lender or any
applicable Lending Installation to make any payment calculated by reference to
the amount of Loans or L/C Interests held or interest received by it or by
reference to the Letters of Credit, by an amount deemed material by such Lender;

                                       58
<PAGE>

and the result of any of the foregoing is to increase the cost to that Lender of
making, renewing or maintaining its Loans, L/C Interests, or Letters of Credit
or to reduce any amount received under this Agreement, then, within fifteen (15)
days after receipt by the Borrower of written demand by such Lender pursuant to
Section 4.5, the Borrower shall pay such Lender that portion of such increased
expense incurred or reduction in an amount received which such Lender determines
is attributable to making, funding and maintaining its Loans, L/C Interests,
Letters of Credit and its Revolving Loan Commitment.

         4.2. Changes in Capital Adequacy Regulations. If a Lender determines
(i) the amount of capital required or expected to be maintained by such Lender,
any Lending Installation of such Lender or any corporation controlling such
Lender is increased as a result of a "Change" (as defined below), and (ii) such
increase in capital will result in an increase in the cost to such Lender of
maintaining its Loans, L/C Interests, the Letters of Credit or its obligation to
make Loans hereunder, then, within fifteen (15) days after receipt by the
Borrower of written demand by such Lender pursuant to Section 4.5, the Borrower
shall pay such Lender the amount necessary to compensate for any shortfall in
the rate of return on the portion of such increased capital which such Lender
determines is attributable to this Agreement, its Loans, its L/C Interests, the
Letters of Credit or its obligation to make Loans hereunder (after taking into
account such Lender's policies as to capital adequacy).

         4.3. Availability of Types of Advances. If (i) any Lender determines
that maintenance of its Eurocurrency Rate Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation or directive,
whether or not having the force of law, or (ii) the Required Lenders determine
that (x) deposits of a type, currency or maturity appropriate to match fund
Eurocurrency Rate Advances are not available or (y) the interest rate applicable
to a Eurocurrency Rate Advance or Alternate Currency Advance does not accurately
reflect the cost of making or maintaining such an Advance, then the Agent shall
suspend the availability of the affected Type of Advance and, in the case of any
occurrence set forth in clause (i), require any Advances of the affected Type to
be repaid or converted into another Type.

         4.4. Funding Indemnification. Subject to Sections 2.5(B)(i), (ii), and
(iii), if any payment of a Eurocurrency Rate Advance occurs on a date which is
not the last day of the applicable Interest Period, whether because of
acceleration, prepayment, or otherwise, or a Eurocurrency Rate Advance is not
made on the date specified by the Borrower for any reason other than default by
the Lenders, the Borrower indemnifies each Lender for any loss or cost incurred
by it resulting therefrom, including, without limitation, any loss or cost in
liquidating or employing deposits acquired to fund or maintain the Eurocurrency
Rate Advance. In connection with any assignment by any Lender of any portion of
the Loans made pursuant to Section 13.3, and if, notwithstanding the provisions
of Section 2.4, the Borrower has requested and the Agent has consented to the
use of the Eurocurrency Rate, the Borrower shall be deemed to have repaid all
outstanding Eurocurrency Rate Advances as of the effective date of such
assignment and reborrowed such amount as a Floating Rate Advance and/or
Eurocurrency Rate Advance (chosen in accordance with the provisions of Section
2.4) and the indemnification provisions under this Section 4.4 shall apply.

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<PAGE>

         4.5. Lender Statements; Survival of Indemnity. If reasonably possible,
each Lender shall designate an alternate Lending Installation with respect to
its Eurocurrency Rate Loans to reduce any liability of the Borrower to such
Lender under Sections 4.1 and 4.2 or to avoid the unavailability of a Type of
Advance under Section 4.3, so long as such designation is not disadvantageous to
such Lender. Each Lender requiring compensation pursuant to Section 2.15(E) or
to this Article IV shall use its reasonable efforts to notify the Borrower and
the Agent in writing of any Change, law, policy, rule, guideline or directive
giving rise to such demand for compensation not later than ninety (90) days
following the date upon which the responsible account officer of such Lender
knows or should have known of such Change, law, policy, rule, guideline or
directive. Any demand for compensation pursuant to this Article IV shall be in
writing and shall state the amount due, if any, under Section 4.1, 4.2 or 4.4
and shall set forth in reasonable detail the calculations upon which such Lender
determined such amount. Such written demand shall be rebuttably presumed correct
for all purposes. Determination of amounts payable under such Sections in
connection with a Eurocurrency Rate Loan shall be calculated as though each
Lender funded its Eurocurrency Rate Loan through the purchase of a deposit of
the type, currency and maturity corresponding to the deposit used as a reference
in determining the Eurocurrency Rate applicable to such Loan, whether in fact
that is the case or not. The obligations of the Borrower under Sections 4.1, 4.2
and 4.4 shall survive payment of the Obligations and termination of this
Agreement.

                         ARTICLE V: CONDITIONS PRECEDENT

         5.1. Initial Advances and Letters of Credit. The Revolving Loan
Commitments of the Lenders (a) shall expire unless the initial Advance or Letter
Credit hereunder is made or issued on or before January 31, 2005 and (b) shall
not become effective unless and until the Borrower has furnished, on or before
the Closing Date, to the Agent each of the following, with (if applicable)
sufficient copies for the Lenders, all in form and substance satisfactory to the
Agent and the Lenders:

                  (1) Copies of the Certificate of Incorporation of the
         Borrower, together with all amendments and a certificate of good
         standing, both certified by the appropriate governmental officer in its
         jurisdiction of incorporation;

                  (2) Copies, certified by the Secretary or Assistant Secretary
         of the Borrower, of its By-Laws and of its Board of Directors'
         resolutions (and resolutions of other bodies, if any are deemed
         necessary by counsel for any Lender) authorizing the execution of the
         Loan Documents;

                  (3) An incumbency certificate, executed by the Secretary or
         Assistant Secretary of the Borrower, which shall identify by name and
         title and bear the signature of the officers of the Borrower authorized
         to sign the Loan Documents and to make borrowings hereunder, upon which
         certificate the Lenders shall be entitled to rely until informed of any
         change in writing by the Borrower;

                  (4) A certificate, in form and substance satisfactory to the
         Agent, signed by the chief financial officer of the Borrower, stating
         that on the date of this Agreement all the

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<PAGE>

         representations in this Agreement are true and correct in all material
         respects (unless such representation and warranty is made as of a
         specific date, in which case, such representation and warranty shall be
         true in all material respects as of such date) and no Default or
         Unmatured Default has occurred and is continuing;

                  (5) The written opinions of each opinion of the Borrower's US
         counsel, addressed to the Agent and the Lenders, in substantially the
         form attached hereto as Exhibit E;

                  (6) Such other documents as the Agent or any Lender or its
         counsel may have reasonably requested, including, without limitation,
         all of the documents reflected on the List of Closing Documents
         attached as Exhibit F to this Agreement;

                  (7) The Agent shall have received opinions of value, solvency
         and other appropriate factual information and advice in form and
         substance reasonably satisfactory to it and from the chief financial
         officer of the Borrower supporting the conclusions that after giving
         effect to the KAGT Acquisition and the other transactions contemplated
         herein, the Borrower and its Subsidiaries on a consolidated basis is
         Solvent and will be Solvent subsequent to incurring the indebtedness
         contemplated under the Loan Documents, will be able to pay its debts
         and liabilities as they become due and will not be left with
         unreasonably small working capital for general corporate purposes;

                  (8) The Agent shall have received a certificate, dated the
         Closing Date and signed by the Authorized Officer of the Borrower,
         confirming (a) compliance with the conditions set forth in Section 5.2
         and (b) that no material adverse change in the business, condition
         (financial or otherwise), operations, performance, properties or
         prospects of the Target or any of its Subsidiaries has occurred since
         (i) December 31, 2003 and (ii) the delivery of the Projections;

                  (9) Evidence satisfactory to the Agent that the Borrower has
         paid to the Agent and the Arranger the fees agreed to in the fee letter
         dated December 14, 2004, among the Agent, the Arranger and the
         Borrower;

                  (10) Evidence reasonably satisfactory to the Agent that the
         Borrower's and the Target's respective shareholders and directors have
         approved the KAGT Acquisition and all regulatory and legal approvals
         for the KAGT Acquisition shall have been obtained and any required
         waiting periods shall have expired or been terminated;

                  (11) Evidence reasonably satisfactory to the Agent that there
         exists no injunction or temporary restraining order which, in the
         judgment of the Agent would prohibit the making of the Loans or the
         consummation of the KAGT Acquisition and there shall exist an absence
         of litigation which would reasonably be expected to result in a
         material adverse effect on the Borrower and its Subsidiaries taken as a
         whole or on the Target or any of its Subsidiaries;

                                       61
<PAGE>

                  (12) The total consideration paid in connection with the KAGT
         Acquisition shall not exceed $200,000,000 subject to working capital
         adjustments, plus fees and expenses related thereto;

                  (13) The representations and warranties in the KAGT
         Acquisition Agreement shall be accurate in all material respects as of
         the date of the KAGT Acquisition closing and the conditions therein
         shall have been satisfied or waived with the consent of the Agent and
         the Borrower must have received an opinion of counsel concerning the
         enforceability of the KAGT Acquisition Agreement and its compliance
         with all applicable law;

                  (14) The Agent and the Lenders shall have received audited
         financial statements for the Target for the period ended December 31,
         2003;

                  (15) The Agents shall have received a pro forma opening
         balance sheet as if the KAGT Acquisition had closed on December 31,
         2004 ("Pro Forma Opening Balance Sheet") reflecting consummation of the
         KAGT Acquisition and five year financial statement projections
         ("Projections"), together with such information as the Agent may
         reasonably request to confirm the tax, legal, and business assumptions
         made in such Pro Forma Opening Balance Sheet and Projections. The Pro
         Forma Opening Balance Sheet, the capital structure of the Borrower
         (after giving effect to the KAGT Acquisition) and the Projections must
         demonstrate, in the reasonable judgement of the Agent, together with
         all other information then available to the Agent, that the Borrower
         and its Subsidiaries have the ability to repay their debts and satisfy
         the respective other obligations as and when due and to comply with
         Section 7.4 hereof;

                  (16) The structure of the KAGT Acquisition and the terms and
         conditions of the KAGT Acquisition Agreement shall have been acceptable
         to the Agent and the Agent shall have received an opinion of counsel
         satisfactory to the Agent as to the enforceability of the KAGT
         Acquisition Agreement and its compliance with all applicable
         Requirements of Law;

                  (17) The KAGT Acquisition shall have been consummated in
         accordance with all Requirements of Law and on the terms contained in
         the KAGT Acquisition Agreement (unless waived by the Agent and the
         Borrower) substantially concurrently with the initial funding
         hereunder;

                  (18) The Agent shall have reviewed a copy of any fairness
         opinion letter relating to the terms of the KAGT Acquisition;

                  (19) The Agent shall have received evidence reasonably
         satisfactory to it that the Existing Credit Agreement and all credit
         facilities of the Target and its Subsidiaries have been terminated and
         cancelled, that all Debt outstanding thereunder has been fully repaid
         or will be fully repaid with the proceeds of the initial Advances and
         that all liens and security interests granted pursuant thereto have
         been fully released and terminated;

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<PAGE>

                  (20) All legal (including tax implications) and regulatory
         matters shall be satisfactory to the Agent and the Lenders;

                  (21) The initial Loans shall have been made in compliance with
         all applicable requirements of Regulation U, Regulation T and
         Regulation X; and

                  (22) There shall have occurred no material adverse change in
         the business, condition (financial or otherwise), operations,
         performance, prospects of the Target or any of its Subsidiaries shall
         have occurred (i) since December 31, 2003 and (ii) since the delivery
         of the Projections (as defined in clause (15) above).

         5.2. Each Advance and Letter of Credit. The Lenders shall not be
required to make any Advance, or issue any Letter of Credit, unless on the
applicable Borrowing Date, or in the case of a Letter of Credit, the date on
which the Letter of Credit is to be issued:

         (A) There exists no Default or Unmatured Default;

         (B) The representations and warranties contained in Article VI are true
and correct in all material respects as of such Borrowing Date (unless such
representation and warranty is made as of a specific date, in which case, such
representation and warranty shall be true in all material respects as of such
date) except for changes in the Schedules to this Agreement reflecting
transactions permitted by or not in violation of this Agreement or reflecting
changes made on or prior to the Closing Date that are not reasonably expected to
evidence a Material Adverse Effect; and

         (C) (i) The Revolving Credit Obligations do not, and after making such
proposed Advance or issuing such Letter of Credit would not, exceed the
Aggregate Revolving Loan Commitment, (ii) the aggregate outstanding principal
Dollar Amount of all Eurocurrency Rate Advances in Agreed Currencies other than
Dollars and Canadian Dollars and all L/C Obligations in Agreed Letter of Credit
Currencies other than Dollars and Canadian Dollars and all Alternate Currency
Loans in Alternate Currencies other than Canadian Dollars does not and would not
exceed the Maximum Eurocurrency Amount, (iii) the aggregate outstanding
principal Dollar Amount of all Eurocurrency Rate Advances in Canadian Dollars,
all Alternate Currency Loans in Canadian Dollars and all L/C Obligations in
Canadian Dollars does not and would not exceed the Maximum Canadian Amount and
(iv) the aggregate outstanding Dollar Amount of all L/C Obligations does not and
would not exceed the Maximum L/C Amount.

         Each Borrowing/Conversion/Continuation Notice with respect to each such
Advance and the letter of credit application with respect to each Letter of
Credit shall constitute a representation and warranty by the Borrower that the
conditions contained in Sections 5.2(A), (B) and (C) have been satisfied. Any
Lender may require a duly completed officer's certificate in substantially the
form of Exhibit G hereto and/or a duly completed compliance certificate in
substantially the form of Exhibit H hereto as a condition to making an Advance.

                                       63
<PAGE>

         5.3. Initial Advance to Each New Alternate Currency Borrower. No
Alternate Currency Bank shall be required to make any Alternate Currency Loans,
in each case, to a new Alternate Currency Borrower added after the Closing Date
unless the Borrower has furnished or caused to be furnished to the Agent with
sufficient copies for the Lenders:

                  (a) The Assumption Letter executed and delivered by such
         Alternate Currency Borrower and containing the written consent of the
         Borrower thereon, as contemplated by Article II;

                  (b) Copies of the Certificate of Incorporation (or other
         comparable constituent document) of the Alternate Currency Borrower,
         together with all amendments and a certificate of good standing, both
         certified by the appropriate governmental officer in its jurisdiction
         of organization;

                  (c) Copies, certified by the Secretary or Assistant Secretary
         of the Alternate Currency Borrower, of its regulations (or other
         comparable governing document) and of its Board of Directors' (or
         comparable governing body's) resolutions (and resolutions of other
         bodies, if any are deemed necessary by the Agent) approving the
         Assumption Letter;

                  (d) An incumbency certificate, executed by the Secretary,
         Assistant Secretary, Director or Authorized Officer of the Alternate
         Currency Borrower, which shall identify by name and title and bear the
         signature of the officers of such Alternate Currency Borrower
         authorized to sign the Assumption Letter and the other documents to be
         executed and delivered by such Alternate Currency Borrower hereunder,
         upon which certificate the Agent and the Lenders shall be entitled to
         rely until informed of any change in writing by the Borrower;

                  (e) An opinion of counsel to such Alternate Currency Borrower,
         in a form reasonably acceptable to the Agent and its counsel; and

                  (f) Such other instruments, documents or agreements as the
         Agent or its counsel may reasonably request, all in form and substance
         reasonably satisfactory to the Agent and its counsel.

                   ARTICLE VI: REPRESENTATIONS AND WARRANTIES

         In order to induce the Agent and the Lenders to enter into this
Agreement and to make the Loans and the other financial accommodations to the
Borrower and to issue the Letters of Credit described herein, the Borrower
represents and warrants as follows to each Lender and the Agent as of the date
of this Agreement and on the Closing Date, giving effect to the consummation of
the transactions contemplated by the Loan Documents on the Closing Date, and
thereafter on each date as required by Section 5.2:

         6.1. Organization; Corporate Powers. The Borrower and each of its
Subsidiaries (i) is a corporation duly organized, validly existing and in good
standing under the laws of the

                                       64
<PAGE>

jurisdiction of its organization, (ii) is duly qualified to do business as a
foreign corporation and is in good standing under the laws of each jurisdiction
in which failure to be so qualified and in good standing could not reasonably be
expected to have a Material Adverse Effect, and (iii) has all requisite
corporate power and authority to own, operate and encumber its property and to
conduct its business as presently conducted and as proposed to be conducted.

         6.2. Authority.

         (A) The Borrower and each of its Subsidiaries has the requisite
corporate power and authority to execute, deliver and perform each of the Loan
Documents which have been executed by it as required by this Agreement and the
other Loan Documents on or prior to Closing Date and (ii) to file the Loan
Documents which have been filed by it as required by this Agreement, the other
Loan Documents or otherwise on or prior to the Closing Date with any
Governmental Authority.

         (B) The execution, delivery, performance and filing, as the case may
be, of each of the Loan Documents which have been executed or filed as required
by this Agreement, the other Loan Documents or otherwise on or prior to the
Closing Date and to which the Borrower or any of its Subsidiaries is party, and
the consummation of the transactions contemplated thereby, have been duly
approved by the respective boards of directors and, if necessary, the
shareholders of the Borrower and its Subsidiaries, and such approvals have not
been rescinded. No other corporate action or proceedings on the part of the
Borrower or its Subsidiaries are necessary to consummate such transactions.

         (C) Each of the Loan Documents to which the Borrower or any of its
Subsidiaries is a party has been duly executed, delivered or filed, as the case
may be, by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms (except as enforceability
may be limited by bankruptcy, insolvency, or similar laws affecting the
enforcement of creditors' rights generally), is in full force and effect and no
material term or condition thereof has been amended, modified or waived from the
terms and conditions contained in the Loan Documents delivered to the Agent
pursuant to Section 5.1 without the prior written consent of the Agent, and the
Borrower and its Subsidiaries have, and, to the best of the Borrower's and its
Subsidiaries' knowledge, all other parties thereto have, performed and complied
with all the terms, provisions, agreements and conditions set forth therein and
required to be performed or complied with by such parties on or before the
Closing Date, and no unmatured default, default or breach of any covenant by any
such party exists thereunder.

         6.3. No Conflict; Governmental Consents. The execution, delivery and
performance of each of the Loan Documents to which the Borrower or any of its
Subsidiaries is a party do not and will not (i) conflict with the certificate or
articles of incorporation or by-laws of the Borrower or any such Subsidiary,
(ii) constitute a tortious interference with any Contractual Obligation of any
Person or conflict with, result in a breach of or constitute (with or without
notice or lapse of time or both) a default under any Requirement of Law
(including, without limitation, any Environmental Property Transfer Act) or
Contractual Obligation of the Borrower or any such Subsidiary, or require
termination of any Contractual Obligation, except such

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<PAGE>

interference, breach, default or termination which individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect,
(iii) with respect to the Loan Documents, constitute a tortious interference
with any Contractual Obligation of any Person or conflict with, result in a
breach of or constitute (with or without notice or lapse of time or both) a
default under any Requirement of Law (including, without limitation, any
Environmental Property Transfer Act) or Contractual Obligation of the Borrower
or any such Subsidiary, or require termination of any Contractual Obligation,
except such interference, breach, default or termination which individually or
in the aggregate could not reasonably be expected to have a Material Adverse
Effect, (iv) result in or require the creation or imposition of any Lien
whatsoever upon any of the property or assets of the Borrower or any such
Subsidiary, other than Liens permitted or created by the Loan Documents, or (v)
require any approval of the Borrower's or any such Subsidiary's Board of
Directors or shareholders except such as have been obtained. Except as set forth
on Schedule 6.3 to this Agreement, the execution, delivery and performance of
each of the Loan Documents to which the Borrower or any of its Subsidiaries is a
party do not and will not require any registration with, consent or approval of,
or notice to, or other action to, with or by any Governmental Authority,
including under any Environmental Property Transfer Act, except filings,
consents or notices which have been made, obtained or given, or which, if not
made, obtained or given, individually or in the aggregate could not reasonably
be expected to have a Material Adverse Effect.

         6.4. Financial Statements.

         (A) The combined pro forma balance sheet, income statements and
statements of cash flow of the Borrower and its Subsidiaries, copies of which
are attached hereto as Schedule 6.4 to this Agreement, present on a pro forma
basis the financial condition of the Borrower and such Subsidiaries as of such
date, and reflect on a pro forma basis those liabilities reflected in the notes
thereto and resulting from consummation of the transactions contemplated by this
Agreement, and the payment or accrual of all transaction costs payable on the
Closing Date with respect to any of the foregoing and demonstrate that the
Borrower and its Subsidiaries can repay their debt and satisfy their other
obligations as and when due, and can comply with the requirements of this
Agreement. The projections and assumptions expressed in the pro forma financials
referenced in this Section 6.4(A) were prepared in good faith and represent
management's opinion based on the information available to the Borrower at the
time so furnished and, since the preparation thereof and up to the Closing Date,
there has occurred no change in the business, financial condition, operations,
or prospects of the Borrower or any of its Subsidiaries, or the Borrower and its
Subsidiaries taken as a whole which has had or could reasonably be expected to
have a Material Adverse Effect.

         (B) Complete and accurate copies of the audited financial statements
and the audit report related thereto of the Borrower and its Subsidiaries as at
December 31, 2003 and December 31, 2002 have been delivered to the Agent.

         6.5.  No Material Adverse Change

         (A) Since December 31, 2003 up to the Closing Date, there has occurred
no change in the business, properties, condition (financial or otherwise),
performance or results

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of operations of the Borrower, or the Borrower and its Subsidiaries taken as a
whole or any other event which has had or could reasonably be expected to have a
Material Adverse Effect.

         (B) Since the Closing Date, there has occurred no change in the
business, properties, condition (financial or otherwise), performance or results
of operations of the Borrower or the Borrower and its Subsidiaries taken as a
whole or any other event which has had or could reasonably be expected to have a
Material Adverse Effect.

         6.6. Taxes.

         (A) Tax Examinations. All material deficiencies which have been
asserted against the Borrower or any of the Borrower's Subsidiaries as a result
of any federal, state, local or foreign tax examination for each taxable year in
respect of which an examination has been conducted have been fully paid or
finally settled or are being contested in good faith, and as of the Closing Date
no issue has been raised by any taxing authority in any such examination which,
by application of similar principles, reasonably can be expected to result in
assertion by such taxing authority of a material deficiency for any other year
not so examined which has not been reserved for in the Borrower's consolidated
financial statements to the extent, if any, required by Agreement Accounting
Principles. Except as permitted pursuant to Section 7.2(D), neither the Borrower
nor any of the Borrower's Subsidiaries anticipates any material tax liability
with respect to the years which have not been closed pursuant to applicable law.

         (B) Payment of Taxes. All tax returns and reports of the Borrower and
its Subsidiaries required to be filed have been timely filed, and all material
taxes, assessments, fees and other governmental charges thereupon and upon their
respective property, assets, income and franchises which are shown in such
returns or reports to be due and payable have been paid except those items which
are being contested in good faith and have been reserved for in accordance with
Agreement Accounting Principles. The Borrower has no knowledge of any proposed
tax assessment against the Borrower or any of its Subsidiaries that will have or
could reasonably be expected to have a Material Adverse Effect.

         6.7. Litigation; Loss Contingencies and Violations. Except as set forth
in Schedule 6.7 to this Agreement, there is no action, suit, proceeding,
arbitration or (to the Borrower's knowledge) investigation before or by any
Governmental Authority or private arbitrator pending or, to the Borrower's
knowledge, threatened against the Borrower or any of its Subsidiaries or any
property of any of them (i) challenging the validity or the enforceability of
any material provision of the Loan Documents or (ii) which will have or could
reasonably be expected to have a Material Adverse Effect. There is no material
loss contingency within the meaning of Agreement Accounting Principles which has
not been reflected in the consolidated financial statements of the Borrower
prepared and delivered pursuant to Section 7.1(A) for the fiscal period during
which such material loss contingency was incurred. Neither the Borrower nor any
of its Subsidiaries is (A) in violation of any applicable Requirements of Law
which violation will have or could reasonably be expected to have a Material
Adverse Effect, or (B) subject to or in default with respect to any final
judgment, writ, injunction, restraining order or order of any

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nature, decree, rule or regulation of any court or Governmental Authority which
will have or could reasonably be expected to have a Material Adverse Effect.

         6.8. Subsidiaries. Schedule 6.8 to this Agreement (i) contains a
description of the corporate structure of the Borrower, its Subsidiaries and any
other Person in which the Borrower or any of its Subsidiaries holds an Equity
Interest; and (ii) accurately sets forth (A) the correct legal name, the
jurisdiction of incorporation and the jurisdictions in which each of the
Borrower and the direct and indirect Subsidiaries of the Borrower are qualified
to transact business as a foreign corporation, (B) the authorized, issued and
outstanding shares of each class of Capital Stock of the Borrower and each of
its Subsidiaries and the owners of such shares (both as of the Closing Date and
on a fully-diluted basis), and (C) a summary of the direct and indirect
partnership, joint venture, or other Equity Interests, if any, of the Borrower
and each Subsidiary of the Borrower in any Person that is not a corporation.
Except as disclosed on Schedule 6.8, none of the issued and outstanding Capital
Stock of the Borrower or any of the Borrower's Subsidiaries is subject to any
vesting, redemption, or repurchase agreement, and there are no warrants or
options outstanding with respect to such Capital Stock. The outstanding Capital
Stock of the Borrower and each of the Borrower's Subsidiaries is duly
authorized, validly issued, fully paid and nonassessable and is not Margin
Stock.

         6.9. ERISA. Except as disclosed on Schedule 6.9, no Benefit Plan has
incurred any accumulated funding deficiency (as defined in Sections 302(a)(2) of
ERISA and 412(a) of the Code) whether or not waived. Neither the Borrower nor
any member of the Controlled Group has incurred any material liability to the
PBGC which remains outstanding other than the payment of premiums, and there are
no premium payments which have become due which are unpaid. Schedule B to the
most recent annual report filed with the IRS with respect to each Benefit Plan
and furnished to the Lenders is complete and accurate. Since the date of each
such Schedule B, there has been no material adverse change in the funding status
or financial condition of the Benefit Plan relating to such Schedule B. Neither
the Borrower nor any member of the Controlled Group has (i) failed to make a
required contribution or payment to a Multiemployer Plan or (ii) made a complete
or partial withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer
Plan. Neither the Borrower nor any member of the Controlled Group has failed to
make a required installment or any other required payment under Section 412 of
the Code on or before the due date for such installment or other payment.
Neither the Borrower nor any member of the Controlled Group is required to
provide security to a Benefit Plan under Section 401(a)(29) of the Code due to a
Plan amendment that results in an increase in current liability for the plan
year. Except as set forth on Schedule 6.9, neither the Borrower nor any of its
Subsidiaries maintains or contributes to any employee welfare benefit plan
within the meaning of Section 3(1) of ERISA which provides benefits to employees
after termination of employment other than as required by Section 601 of ERISA.
Each Plan which is intended to be qualified under Section 401(a) of the Code as
currently in effect is so qualified in all material respects, and each trust
related to any such Plan is exempt from federal income tax under Section 501(a)
of the Code as currently in effect. The Borrower and all Subsidiaries are in
compliance in all material respects with the responsibilities, obligations and
duties imposed on them by ERISA and the Code with respect to all Plans. Neither
the Borrower nor any of its Subsidiaries nor any fiduciary of any Plan has
engaged in a nonexempt prohibited transaction described in Sections

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<PAGE>

406 of ERISA or 4975 of the Code which could reasonably be expected to subject
the Borrower to liability in excess of $5,000,000. Neither the Borrower nor any
member of the Controlled Group has taken or failed to take any action which
would constitute or result in a Termination Event, which action or inaction
could reasonably be expected to subject the Borrower or any of its Subsidiaries
to liability, individually or in the aggregate, in excess of $5,000,000. Neither
the Borrower nor any Subsidiary is subject to any liability under Sections 4063,
4064, 4069, 4204 or 4212(c) of ERISA and no other member of the Controlled Group
is subject to any liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of
ERISA which could reasonably be expected to subject the Borrower or any of its
Subsidiaries to liability, individually or in the aggregate, in excess of
$5,000,000 (other than liabilities of any ERISA affiliate which could not, by
operation of law or otherwise, become a liability of the Borrower or any
Subsidiary). Except as set forth on Schedule 6.9, neither the Borrower nor any
of its Subsidiaries has, by reason of the transactions contemplated hereby, any
obligation to make any payment to any employee pursuant to any Plan or existing
contract or arrangement.

         6.10. Accuracy of Information. To the knowledge of the Borrower, the
information, exhibits and reports furnished by or on behalf of the Borrower and
any of its Subsidiaries to the Agent or to any Lender in connection with the
negotiation of, or compliance with, the Loan Documents, the representations and
warranties of the Borrower and its Subsidiaries contained in the Loan Documents,
and all certificates and documents delivered to the Agent and the Lenders
pursuant to the terms thereof, taken as a whole, do not contain as of the date
thereof any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained herein or therein, in light
of the circumstances under which they were made, not misleading in any material
respect.

         6.11. Securities Activities. Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

         6.12. Material Agreements. Neither the Borrower nor any Subsidiary is a
party to any Contractual Obligation which, as of the Closing Date or as of the
date on which such Contractual Obligation was incurred individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.
Neither Borrower nor any Subsidiary is subject to any charter or other corporate
restriction which individually or in the aggregate has had or could reasonably
be expected to have a Material Adverse Effect. Neither the Borrower nor any of
its Subsidiaries has received written notice that (i) it is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any Contractual Obligation applicable to it, or (ii) any
condition exists which, with the giving of notice or the lapse of time or both,
would constitute a default with respect to any such Contractual Obligation, in
each case, except where such default or defaults, if any, individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect.

         6.13. Compliance with Laws. The Borrower and its Subsidiaries are in
compliance with all Requirements of Law applicable to them and their respective
businesses, in each case where the failure to so comply individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.

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<PAGE>

         6.14. Assets and Properties. The Borrower and each of its Subsidiaries
has good and marketable title to all of its assets and properties (tangible and
intangible, real or personal) owned by it or a valid leasehold interest in all
of its leased assets (except insofar as marketability may be limited by any laws
or regulations of any Governmental Authority affecting such assets), and all
such assets and property are free and clear of all Liens, except Liens permitted
under Section 7.3(C). Substantially all of the assets and properties owned by,
leased to or used by the Borrower and/or each such Subsidiary of the Borrower
are in adequate operating condition and repair, ordinary wear and tear excepted.
Neither this Agreement nor any other Loan Document, nor any transaction
contemplated under any such agreement, will affect any right, title or interest
of the Borrower or such Subsidiary in and to any of such assets in a manner that
could reasonably be expected to have a Material Adverse Effect.

         6.15. Statutory Indebtedness Restrictions. Neither the Borrower nor any
of its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or the
Investment Company Act of 1940, or any other federal or state statute or
regulation which limits its ability to incur indebtedness or its ability to
consummate the transactions contemplated hereby.

         6.16. Insurance. Schedule 6.16 to this Agreement accurately sets forth
as of the Closing Date all insurance policies and programs currently in effect
with respect to the respective properties and assets and business of the
Borrower and its Subsidiaries, specifying, for each such policy and program, (i)
the amount thereof, (ii) the risks insured against thereby, (iii) the name of
the insurer and each insured party thereunder, (iv) the policy or other
identification number thereof, (v) the expiration date thereof, (vi) the annual
premium with respect thereto, and (vii) any reserves relating to any
self-insurance program that is in effect. Such insurance policies and programs
reflect coverage that is reasonably consistent with prudent industry practice.

         6.17. Labor Matters.

         As of the Closing Date, no attempt to organize the employees of the
Borrower, and no labor disputes, strikes or walkouts affecting the operations of
the Borrower or any of its Subsidiaries, is pending, or, to the Borrower's
knowledge, threatened, planned or contemplated which could reasonably be
expected to have a Material Adverse Effect.

         6.18. No Default or Unmatured Default. No Default or Unmatured Default
has occurred and is continuing.

         6.19. Environmental Matters.

         (A) Except as disclosed on Schedule 6.19 to this Agreement

                  (i) the operations of the Borrower and its Subsidiaries comply
         in all material respects with Environmental, Health or Safety
         Requirements of Law;

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<PAGE>

                  (ii) the Borrower and its Subsidiaries have all permits,
         licenses or other authorizations required under Environmental, Health
         or Safety Requirements of Law and are in material compliance with such
         permits;

                  (iii) neither the Borrower, any of its Subsidiaries nor any of
         their respective present property or operations, or, to the Borrower's
         or any of its Subsidiaries' knowledge, any of their respective past
         property or operations, are subject to or the subject of, any
         investigation known to the Borrower or any of its Subsidiaries, any
         judicial or administrative proceeding, order, judgment, decree,
         settlement or other agreement respecting: (A) any material violation of
         Environmental, Health or Safety Requirements of Law; (B) any remedial
         action; or (C) any material claims or liabilities arising from the
         Release or threatened Release of a Contaminant into the environment;

                  (iv) there is not now, nor to the Borrower's or any of its
         Subsidiaries' knowledge has there ever been, on or in the property of
         the Borrower or any of its Subsidiaries any landfill, waste pile,
         underground storage tanks, aboveground storage tanks, surface
         impoundment or hazardous waste storage facility of any kind, any PCBs
         used in hydraulic oils, electric transformers or other equipment, or
         any asbestos containing material; and

                  (v) to the knowledge of the Borrower or any of its
         Subsidiaries, neither the Borrower nor any of its Subsidiaries has any
         material Contingent Obligation in connection with any Release or
         threatened Release of a Contaminant into the environment.

         (B) For purposes of this Section 6.19 "material" means any
noncompliance or basis for liability which could reasonably be likely to subject
the Borrower or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $5,000,000.

         6.20. Solvency. After giving effect to (i) the Loans to be made on the
Closing Date or such other date as Loans requested hereunder are made, (ii) the
other transactions contemplated by this Agreement and the other Loan Documents
and (iii) the payment and accrual of all transaction costs with respect to the
foregoing, the Borrower and its Subsidiaries taken as a whole are Solvent.

         6.21. Representations and Warranties of each Alternate Currency
Borrower. Each Alternate Currency Borrower represents and warrants to the
Lenders that:

         (A) Organization and Corporate Powers. Such Alternate Currency Borrower
(i) is a company duly formed and validly existing and in good standing under the
laws of the state or country of its organization (such jurisdiction being
hereinafter referred to as the "HOME COUNTRY"); (ii) has the requisite power and
authority to own its property and assets and to carry on its business
substantially as now conducted except where the failure to have such requisite
authority would not have a material adverse effect on such Alternate Currency
Borrower; and (iii) has the requisite power and authority and legal right to
execute and deliver the Alternate Currency Addendum to which it is a party and
each other Loan

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<PAGE>

Document to which it is a party and the performance by it of its obligations
thereunder have been duly authorized by proper corporate proceedings.

         (B) Binding Effect. The Alternate Currency Addendum and each other Loan
Document executed by such Alternate Currency Borrower is the legal, valid and
binding obligations of such Alternate Currency Borrower enforceable in
accordance with their respective terms, except as enforceability may be limited
by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally and general equitable principles.

         (C) No Conflict; Government Consent. Neither the execution and delivery
by such Alternate Currency Borrower of the Loan Documents to which it is a
party, nor the consummation by it of the transactions therein contemplated to be
consummated by it, nor compliance by such Alternate Currency Borrower with the
provisions thereof will violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on such Alternate Currency
Borrower or any of its Subsidiaries or such Alternate Currency Borrower's or any
of its Subsidiaries' memoranda or articles of association or the provisions of
any indenture, instrument or agreement to which such Alternate Currency Borrower
or any of its Subsidiaries is a party or is subject, or by which it, or its
property, is bound, or conflict with or constitute a default thereunder, or
result in the creation or imposition of any lien in, of or on the property of
such Alternate Currency Borrower or any of its Subsidiaries pursuant to the
terms of any such indenture, instrument or agreement in any such case which
violation, conflict, default, creation or imposition could reasonably be
expected to have a material adverse effect on such Alternate Currency Borrower.
No order, consent, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, any governmental agency
is required to authorize, or is required in connection with the execution,
delivery and performance of, or the legality, validity, binding effect or
enforceability of, any of the Loan Documents.

         (D) Filing. To ensure the enforceability or admissibility in evidence
of this Agreement, the Alternate Currency Addendum to which such Alternate
Currency Borrower is a party and each other Loan Document to which such
Alternate Currency Borrower is a party in its Home Country, it is not necessary
that this Agreement, such Alternate Currency Addendum, or any other Loan
Document to which such Alternate Currency Borrower is a party or any other
document be filed or recorded with any court or other authority in its Home
Country or that any stamp or similar tax be paid to or in respect of this
Agreement, such Alternate Currency Addendum or any other Loan Document of such
Alternate Currency Borrower. The qualification by any Lender or the Agent for
admission to do business under the laws of such Alternate Currency Borrower's
Home Country does not constitute a condition to, and the failure to so qualify
does not affect, the exercise by any Lender or the Agent of any right,
privilege, or remedy afforded to any Lender or the Agent in connection with the
Loan Documents to which such Alternate Currency Borrower is a party or the
enforcement of any such right, privilege, or remedy against Alternate Currency
Borrower. The performance by any Lender or the Agent of any action required or
permitted under the Loan Documents will not (i) violate any law or regulation of
such Alternate Currency Borrower's Home Country or any political subdivision
thereof, (ii) result in any tax or other

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<PAGE>

monetary liability to such party pursuant to the laws of such Alternate Currency
Borrower's Home Country or political subdivision or taxing authority thereof
(provided that, should any such action result in any such tax or other monetary
liability to the Lender or the Agent, the Borrower hereby agrees to indemnify
such Lender or the Agent, as the case may be, against (x) any such tax or other
monetary liability and (y) any increase in any tax or other monetary liability
which results from such action by such Lender or the Agent and, to the extent
the Borrower makes such indemnification, the incurrence of such liability by the
Agent or any Lender will not constitute a Default) or (iii) violate any rule or
regulation of any federation or organization or similar entity of which the such
Alternate Currency Borrower's Home Country is a member.

         (E) No Immunity. Neither such Alternate Currency Borrower nor any of
its assets is entitled to immunity from suit, execution, attachment or other
legal process. Such Alternate Currency Borrower's execution and delivery of the
Loan Documents to which it is a party constitute, and the exercise of its rights
and performance of and compliance with its obligations under such Loan Documents
will constitute, private and commercial acts done and performed for private and
commercial purposes.

         (F) Application of Representations and Warranties. It is understood and
agreed by the parties hereto that the representations and warranties of each
Alternate Currency Borrower in this Section 6.22 shall only be applicable to
such Alternate Currency Borrower on and after the date of its execution of an
Assumption Letter and any applicable Alternate Currency Addendum.

                             ARTICLE VII: COVENANTS

         The Borrower covenants and agrees that so long as any Revolving Loan
Commitments are outstanding and thereafter until payment in full of all of the
Obligations (other than contingent indemnity obligations) and termination of all
Letters of Credit, unless the Required Lenders shall otherwise give prior
written consent:

         7.1. Reporting. The Borrower shall:

         (A) Financial Reporting. Furnish to the Agent (with sufficient copies
for each of the Lenders):

                  (i) Quarterly Reports. As soon as practicable, and in any
         event within fifty (50) days after the end of the first three fiscal
         quarters, the consolidated and consolidating balance sheet of the
         Borrower and its Subsidiaries as at the end of such period and the
         related consolidated and consolidating statements of income and cash
         flows of the Borrower and its Subsidiaries for such fiscal quarter and
         for the period from the beginning of the then current fiscal year to
         the end of such fiscal quarter, certified by the chief financial
         officer of the Borrower on behalf of the Borrower as fairly presenting
         in all material respects the consolidated and consolidating financial
         position of the Borrower and its Subsidiaries as at the dates indicated
         and the results of their operations and cash

                                       73
<PAGE>

         flows for the periods indicated in accordance with Agreement Accounting
         Principles, subject to normal year-end audit adjustments.

                  (ii) Annual Reports. As soon as practicable, and in any event
         within ninety-five (95) days after the end of each fiscal year, (a) the
         consolidated balance sheet of the Borrower and its Subsidiaries as at
         the end of such fiscal year and the related consolidated statements of
         income, stockholders' equity and cash flows of the Borrower and its
         Subsidiaries for such fiscal year, and in comparative form the
         corresponding figures for the previous fiscal year along with
         consolidating schedules in form and substance sufficient to calculate
         the financial covenants set forth in Section 7.4, and (b) an audit
         report on the items listed in clause (a) hereof (other than the
         consolidating schedules) of independent certified public accountants of
         recognized national standing, which audit report shall be unqualified
         and shall state that such financial statements fairly present the
         consolidated financial position of the Borrower and its Subsidiaries as
         at the dates indicated and the results of their operations and cash
         flows for the periods indicated in conformity with Agreement Accounting
         Principles and that the examination by such accountants in connection
         with such consolidated financial statements has been made in accordance
         with generally accepted auditing standards. The deliveries made
         pursuant to this clause (ii) shall be accompanied by (x) any management
         letter prepared by the above-referenced accountants, and (y) a
         certificate of such accountants that, in the course of their
         examination necessary for their certification of the foregoing, they
         have obtained no knowledge of any Default or Unmatured Default, or if,
         in the opinion of such accountants, any Default or Unmatured Default
         shall exist, stating the nature and status thereof.

                  (iii) Officer's Certificate. Together with each delivery of
         any financial statement (a) pursuant to clauses (i) and (ii) of this
         Section 7.1(A), an Officer's Certificate of the Borrower, substantially
         in the form of Exhibit G attached hereto and made a part hereof,
         stating that (x) the representations and warranties of the Borrower
         contained in Article VI hereof shall have been true and correct in all
         material respects (unless such representation or warranty is made as of
         a specific date, in which case, such representation and warranty shall
         be true in all material respects as of such date) at all times during
         the period covered by such financial statements and as of the date of
         such Officer's Certificate and (y) as of the date of such Officer's
         Certificate no Default or Unmatured Default exists, or if any Default
         or Unmatured Default exists, stating the nature and status thereof and
         (b) pursuant to clauses (i) and (ii) of this Section 7.1(A), a
         compliance certificate, substantially in the form of Exhibit H attached
         hereto and made a part hereof, signed by the Borrower's chief financial
         officer, setting forth calculations for the period then ended for
         Section 2.5(B), if applicable, which demonstrate compliance, when
         applicable, with the provisions of Sections 7.3(A) through (G) and
         Section 7.4, and which calculate the Cash Flow Leverage Ratio for
         purposes of determining the then Applicable Floating Rate Margin,
         Applicable Eurocurrency Margin, Applicable L/C Fee Percentage and
         Applicable Commitment Fee Percentage.

         (B) Notice of Default. Promptly upon any of the chief executive
officer, chief operating officer, chief financial officer, treasurer or
controller of the Borrower obtaining

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<PAGE>

actual knowledge (i) of any condition or event which constitutes a Default or
Unmatured Default, or becoming aware that any Lender or Agent has given any
written notice to any Authorized Officer with respect to a claimed Default or
Unmatured Default under this Agreement, or (ii) that any Person has given any
written notice to any Authorized Officer of the Borrower or any Subsidiary of
the Borrower or taken any other action with respect to a claimed default or
event or condition of the type referred to in Section 8.1(E), the Borrower shall
deliver to the Agent and the Lenders an Officer's Certificate specifying (a) the
nature and period of existence of any such claimed default, Default, Unmatured
Default, condition or event, (b) the notice given or action taken by such Person
in connection therewith, and (c) what action the Borrower has taken, is taking
and proposes to take with respect thereto.

         (C) Lawsuits. (i) Promptly upon the Borrower obtaining actual knowledge
of the institution of, or written threat of, any action, suit, proceeding,
governmental investigation or arbitration, by or before any Governmental
Authority, against or affecting the Borrower or any of its Subsidiaries or any
property of the Borrower or any of its Subsidiaries not previously disclosed
pursuant to Section 6.7, which action, suit, proceeding, governmental
investigation or arbitration exposes, or in the case of multiple actions, suits,
proceedings, governmental investigations or arbitrations arising out of the same
general allegations or circumstances which expose, in the Borrower's reasonable
judgment, the Borrower or any of its Subsidiaries to liability in an amount
aggregating $5,000,000 or more (exclusive of claims covered by insurance
policies of the Borrower or any of its Subsidiaries unless the insurers of such
claims have disclaimed coverage or reserved the right to disclaim coverage on
such claims and exclusive of claims covered by the indemnity of a financially
responsible indemnitor in favor of the Borrower or any of its Subsidiaries
unless the indemnitor has disclaimed or reserved the right to disclaim coverage
thereof), give written notice thereof to the Agent and the Lenders and provide
such other information as may be reasonably available to enable each Lender and
the Agent and its counsel to evaluate such matters; and (ii) in addition to the
requirements set forth in clause (i) of this Section 7.1(C), upon request of the
Agent or the Required Lenders, promptly give written notice of the status of any
action, suit, proceeding, governmental investigation or arbitration covered by a
report delivered pursuant to clause (i) above and provide such other information
as may be reasonably available to it that would not jeopardize any
attorney-client privilege by disclosure to the Lenders to enable each Lender and
the Agent and its counsel to evaluate such matters.

         (D) ERISA Notices. Deliver or cause to be delivered to the Agent and
the Lenders, at the Borrower's expense, the following information and notices as
soon as reasonably possible, and in any event:

                  (i) (a) within ten (10) Business Days after the Borrower
         obtains knowledge that a Termination Event has occurred, a written
         statement of the chief financial officer of the Borrower describing
         such Termination Event and the action, if any, which the Borrower has
         taken, is taking or proposes to take with respect thereto, and when
         known, any action taken or threatened by the IRS, DOL or PBGC with
         respect thereto and (b) within ten (10) Business Days after any member
         of the Controlled Group obtains knowledge that a Termination Event has
         occurred which could reasonably be expected to

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         subject the Borrower to liability in excess of $5,000,000, a written
         statement of the chief financial officer of the Borrower describing
         such Termination Event and the action, if any, which the member of the
         Controlled Group has taken, is taking or proposes to take with respect
         thereto, and when known, any action taken or threatened by the IRS, DOL
         or PBGC with respect thereto;

                  (ii) within ten (10) Business Days after the Borrower or any
         of its Subsidiaries obtains knowledge that a prohibited transaction
         (defined in Sections 406 of ERISA and Section 4975 of the Code) has
         occurred, a statement of the chief financial officer of the Borrower
         describing such transaction and the action which the Borrower or such
         Subsidiary has taken, is taking or proposes to take with respect
         thereto;

                  (iii) within ten (10) Business Days after the material
         increase in the benefits of any existing Benefit Plan or the
         establishment of any new Benefit Plan or the commencement of, or
         obligation to commence, material contributions to any Benefit Plan or
         Multiemployer Plan to which the Borrower or any member of the
         Controlled Group was not previously contributing, notification of such
         increase, establishment, commencement or obligation to commence and the
         amount of such contributions;

                  (iv) within ten (10) Business Days after the Borrower or any
         of its Subsidiaries receives notice of any unfavorable determination
         letter from the IRS regarding the qualification of a Plan under Section
         401(a) of the Code, copies of each such letter;

                  (v) within ten (10) Business Days after the establishment of
         any material foreign employee benefit plan (other than the
         establishment of a defined contribution plan under English law within
         one hundred eighty (180) days of the Closing Date) or the commencement
         of, or obligation to commence, material contributions to any foreign
         employee benefit plan to which the Borrower or any Subsidiary was not
         previously contributing, notification of such establishment,
         commencement or obligation to commence and the amount of such
         contributions;

                  (vi) within ten (10) Business Days after the filing thereof
         with the DOL, IRS or PBGC, copies of each annual report (form 5500
         series), including Schedule B thereto, filed with respect to each
         Benefit Plan;

                  (vii) within ten (10) Business Days after receipt by the
         Borrower or any member of the Controlled Group of each actuarial report
         for any Benefit Plan or Multiemployer Plan and each annual report for
         any Multiemployer Plan, copies of each such report;

                  (viii) within ten (10) Business Days after the filing thereof
         with the IRS, a copy of each funding waiver request filed with respect
         to any Benefit Plan and all communications received by the Borrower or
         a member of the Controlled Group with respect to such request;

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<PAGE>

                  (ix) within ten (10) Business Days after receipt by the
         Borrower or any member of the Controlled Group of the PBGC's intention
         to terminate a Benefit Plan or to have a trustee appointed to
         administer a Benefit Plan, copies of each such notice;

                  (x) within ten (10) Business Days after receipt by the
         Borrower or any member of the Controlled Group of a notice from a
         Multiemployer Plan regarding the imposition of withdrawal liability,
         copies of each such notice;

                  (xi) within ten (10) Business Days after the Borrower or any
         member of the Controlled Group fails to make a required installment or
         any other required payment under Section 412 of the Code on or before
         the due date for such installment or payment, a notification of such
         failure; and

                  (xii) within ten (10) Business Days after the Borrower or any
         member of the Controlled Group knows or has reason to know that (a) a
         Multiemployer Plan has been terminated, (b) the administrator or plan
         sponsor of a Multiemployer Plan intends to terminate a Multiemployer
         Plan, or (c) the PBGC has instituted or will institute proceedings
         under Section 4042 of ERISA to terminate a Multiemployer Plan.

For purposes of this Section 7.1(D), the Borrower, any of its Subsidiaries and
any member of the Controlled Group shall be deemed to know all facts known by
the administrator of any Plan of which the Borrower or any member of the
Controlled Group or such Subsidiary is the plan sponsor. In addition, for
purposes of this Section 7.1(D), "material" means any noncompliance or basis for
liability which could reasonably be likely to subject the Borrower or any of its
Subsidiaries to liability, individually or in the aggregate, in excess of
$5,000,000.

         (E) Labor Matters. Notify the Agent and the Lenders in writing,
promptly upon an Authorized Officer of the Borrower learning of (i) any material
labor dispute to which the Borrower or any of its Subsidiaries may become a
party, including, without limitation, any strikes, lockouts or other disputes
relating to such Persons' plants and other facilities which could reasonably be
expected to have a Material Adverse Effect and (ii) any Worker Adjustment and
Retraining Notification Act liability incurred with respect to the closing of
any plant or other facility of the Borrower or any of its Subsidiaries.

         (F) Other Indebtedness. Deliver to the Agent (i) a copy of each regular
report, notice or communication regarding potential or actual defaults
(including any accompanying officer's certificate) delivered by or on behalf of
the Borrower to the holders of funded Indebtedness with an aggregate outstanding
principal amount in excess of $5,000,000 pursuant to the terms of the agreements
governing such Indebtedness, such delivery to be made at the same time and by
the same means as such notice of default is delivered to such holders, and (ii)
a copy of each notice or other communication received by the Borrower from the
from the holders of funded Indebtedness with an aggregate outstanding principal
amount in excess of $5,000,000 regarding potential or actual defaults pursuant
to the terms of such Indebtedness, such delivery to be made promptly after such
notice or other communication is received by the Borrower.

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<PAGE>

         (G) Other Reports. Deliver or cause to be delivered to the Agent and
the Lenders copies of (i) all financial statements, reports and notices, if any,
sent or made available generally by the Borrower to its securities holders or
filed with the Commission by the Borrower, and (ii) all notifications received
from the Commission by the Borrower or its Subsidiaries pursuant to the
Securities Exchange Act of 1934 and the rules promulgated thereunder. Borrower
shall include the Agent and the Lenders on its standard distribution lists for
all press releases made available generally by the Borrower or any of the
Borrower's Subsidiaries to the public concerning material developments in the
business of the Borrower or any such Subsidiary.

         (H) Environmental Notices. As soon as possible and in any event within
twenty (20) days after receipt by the Borrower, a copy of (i) any notice or
claim to the effect that the Borrower or any of its Subsidiaries is or may be
liable to any Person as a result of the Release by the Borrower, any of its
Subsidiaries, or any other Person of any Contaminant into the environment, and
(ii) any notice alleging any violation of any Environmental, Health or Safety
Requirements of Law by the Borrower or any of its Subsidiaries if, in either
case, such notice or claim relates to an event which could reasonably be
expected to subject the Borrower and each of its Subsidiaries to liability
individually or in the aggregate in excess of $5,000,000.

         (I) Other Information. Promptly upon receiving a request therefor from
the Agent, prepare and deliver to the Agent and the Lenders such other
information with respect to the Borrower, any of its Subsidiaries, including,
without limitation, schedules identifying any Asset Sale or Financing (and the
use of the Net Cash Proceeds thereof), as from time to time may be reasonably
requested by the Agent.

         7.2. Affirmative Covenants.

         (A) Corporate Existence, Etc. Except as permitted pursuant to Section
7.3(I), the Borrower shall, and shall cause each of its Subsidiaries to, at all
times maintain its corporate existence and preserve and keep, or cause to be
preserved and kept, in full force and effect its rights and franchises material
to its businesses.

         (B) Corporate Powers; Conduct of Business. The Borrower shall, and
shall cause each of its Subsidiaries to, qualify and remain qualified to do
business in each jurisdiction in which the nature of its business requires it to
be so qualified and where the failure to be so qualified will have or could
reasonably be expected to have a Material Adverse Effect. The Borrower will, and
will cause each Subsidiary to, carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise
as it is presently conducted.

         (C) Compliance with Laws, Etc. The Borrower shall, and shall cause its
Subsidiaries to, (a) comply with all Requirements of Law and all restrictive
covenants affecting such Person or the business, properties, assets or
operations of such Person, and (b) obtain as needed all permits necessary for
its operations and maintain such permits in good

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<PAGE>

standing unless failure to comply or obtain such permits could not reasonably be
expected to have a Material Adverse Effect.

         (D) Payment of Taxes and Claims; Tax Consolidation. The Borrower shall
pay, and cause each of its Subsidiaries to pay, (i) all material taxes,
assessments and other governmental charges imposed upon it or on any of its
properties or assets or in respect of any of its franchises, business, income or
property before any penalty or interest accrues thereon, and (ii) all claims
(including, without limitation, claims for labor, services, materials and
supplies) for sums which have become due and payable and which by law have or
may become a Lien (other than a Lien permitted by Section 7.3(C)) upon any of
the Borrower's or such Subsidiary's property or assets, prior to the time when
any penalty or fine shall be incurred with respect thereto; provided, however,
that no such taxes, assessments and governmental charges referred to in clause
(i) above or claims referred to in clause (ii) above (and interest, penalties or
fines relating thereto) need be paid if being contested in good faith by
appropriate proceedings diligently instituted and conducted and if such reserve
or other appropriate provision, if any, as shall be required in conformity with
Agreement Accounting Principles shall have been made therefor.

         (E) Insurance. The Borrower shall maintain for itself and its
Subsidiaries, or shall cause each of its Subsidiaries to maintain in full force
and effect, the insurance policies and programs listed on Schedule 6.16 to this
Agreement or substantially similar policies and programs or other policies and
programs as reflect coverage that is reasonably consistent with prudent industry
practice for companies operating in the same or similar locations. The Borrowers
shall deliver to the Agent endorsements (x) to all "All Risk" physical damage
insurance policies on all of the Borrowers' tangible real and personal property
and assets and business interruption insurance policies naming the Agent loss
payee, and (y) to all general liability and other liability policies naming the
Agent an additional insured. In the event the Borrower or any of its
Subsidiaries at any time or times hereafter shall fail to obtain or maintain any
of the policies or insurance required herein or to pay any premium in whole or
in part relating thereto, then the Agent, without waiving or releasing any
obligations or resulting Default hereunder, may at any time or times thereafter
(but shall be under no obligation to do so) obtain and maintain such policies of
insurance and pay such premiums and take any other action with respect thereto
which the Agent reasonably deems advisable. All sums so disbursed by the Agent
shall constitute part of the Obligations, payable as provided in this Agreement.

         (F) Inspection of Property; Books and Records; Discussions. The
Borrower shall permit and cause each of the Borrower's Subsidiaries to permit,
any authorized representative(s) designated by either the Agent or any Lender to
visit and inspect any of the properties of the Borrower or any of its
Subsidiaries, to examine, audit, check and make copies of their respective
financial and accounting records, books, journals, orders, receipts and any
correspondence and other data relating to their respective businesses or the
transactions contemplated hereby (including, without limitation, in connection
with environmental compliance, hazard or liability), and to discuss their
affairs, finances and accounts with their officers, all upon reasonable notice
and at such reasonable times during normal business hours, as often as may be
reasonably requested. The Borrower shall keep

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<PAGE>

and maintain, and cause each of the Borrower's Subsidiaries to keep and
maintain, in all material respects, proper books of record and account in which
entries in conformity with Agreement Accounting Principles shall be made of all
dealings and transactions in relation to their respective businesses and
activities. If a Default has occurred and is continuing, the Borrower, upon the
Agent's request, shall provide copies of such records to the Agent or its
representatives.

         (G) ERISA Compliance. The Borrower shall, and shall cause each of the
Borrower's Subsidiaries to, establish, maintain and operate all Plans to comply
in all material respects with the provisions of ERISA, the Code, all other
applicable laws, and the regulations and interpretations thereunder and the
respective requirements of the governing documents for such Plans.

         (H) Maintenance of Property. The Borrower shall cause all property used
or useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and shall 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;
provided, however, that nothing in this Section 7.2(H) shall prevent the
Borrower from discontinuing the operation or maintenance of any of such property
if such discontinuance is, in the judgment of the Borrower, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any material respect to the Agent or the Lenders.

         (I) Environmental Compliance. The Borrower and its Subsidiaries shall
comply with all Environmental, Health or Safety Requirements of Law, except
where noncompliance will not have or is not reasonably likely to subject the
Borrower or any of its Subsidiaries to liability, individually or in the
aggregate, in excess of $5,000,000.

         (J) Use of Proceeds. The Borrower shall use the proceeds of the
Revolving Loans to (a) refinance the indebtedness under the Existing Credit
Agreement, (b) finance the KAGT Acquisition and expenses related thereto and (c)
provide funds for the additional working capital needs and other general
corporate purposes of the Borrower and its Subsidiaries. The Borrower will not,
nor will it permit any Subsidiary to, use any of the proceeds of the Loans to
purchase or carry any Margin Stock or to make any Acquisition, other than a
Permitted Acquisition pursuant to Section 7.3(G).

         (K) Subsidiary Guarantees. The Borrower will as promptly as possible
but in any event within twenty (20) days after any Person becomes a Subsidiary
or any Subsidiary qualifies independently as, or is designated by the Borrower
as, a Subsidiary Guarantor (pursuant to the definition of "Subsidiary
Guarantor"), the Borrower shall deliver to the Agent a duly executed Guaranty or
a supplement to an existing Guaranty pursuant to which such Subsidiary agrees to
be bound by the terms and provisions of a Guaranty, such supplement to be
accompanied by appropriate corporate resolutions and legal opinions in form and
substance reasonably satisfactory to the Agent.

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<PAGE>

         (L) Foreign Pledge Agreements. If any Foreign Incorporated Subsidiary
is (a) a First Tier Foreign Subsidiary, (b) an Affected Foreign Subsidiary, (c)
a Material Foreign Subsidiary and (d) organized under the laws of any European
nation or any state or other principality or subdivision thereof, the Borrower
shall or shall cause the applicable parent Domestic Incorporated Subsidiary as
promptly as possible (but in any event within (i) in the case of such Foreign
Incorporated Subsidiaries which are in existence on the Closing Date, as
promptly as possible (but in any event within sixty (60) days after the Closing
Date (or by such later date as the Agent may agree to in its sole discretion))
and (ii) in the case of such Foreign Incorporated Subsidiaries which are created
or acquired after the Closing Date, as promptly as possible (but in any event
within sixty (60) days following the creation or acquisition thereof (or by such
later date as the Agent may agree to in its sole discretion)) to (A) execute (1)
a Foreign Pledge Agreement and (2) such other Collateral Documents deemed
necessary or desirable in the Agent's sole discretion with respect to 65% of the
Capital Stock of such Foreign Incorporated Subsidiary, and (B) deliver and cause
each such parent Domestic Incorporated Subsidiary to deliver such corporate
resolutions, opinions of counsel, stock certificates, stock powers and such
other documentation as the Agent or its counsel may reasonably request, all in
form and substance reasonably satisfactory to the Agent and its counsel to
effectuate such pledge. Notwithstanding the foregoing, no Foreign Pledge
Agreement in respect of a Foreign Incorporated Subsidiary shall be required
hereunder to the extent such Foreign Pledge Agreement is prohibited by
applicable law or the Agent or its counsel reasonably determines that the pledge
of such Foreign Incorporated Subsidiary's Capital Stock would not provide
material credit support for the benefit of the Holders of Obligations.

         7.3. Negative Covenants.

         (A) Indebtedness. Neither the Borrower nor any of its Subsidiaries
shall directly or indirectly create, incur, assume or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness, except:

                  (i)      the Obligations;

                  (ii) Permitted Existing Indebtedness and Permitted Refinancing
         Indebtedness;

                  (iii) Indebtedness in respect of obligations secured by
         Customary Permitted Liens;

                  (iv) Indebtedness constituting Contingent Obligations
         permitted by Section 7.3(E);

                  (v) Indebtedness arising from intercompany loans and advances
         (a) from any Subsidiary to the Borrower or any wholly-owned Subsidiary
         or (b) from the Borrower to any wholly-owned Domestic Incorporated
         Subsidiary or (c) from the Borrower to any wholly-owned Foreign
         Incorporated Subsidiary; provided, that if the Borrower is the obligor
         on such Indebtedness, such Indebtedness shall be expressly subordinate
         to the payment in full in cash of the Obligations; provided, further,
         that the aggregate of all

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<PAGE>

         Foreign Subsidiary Investments does not exceed the Permitted Foreign
         Subsidiary Investment Amount at any time;

                  (vi) Indebtedness in respect of Hedging Obligations permitted
         under Section 7.3(P);

                  (vii) secured or unsecured purchase money Indebtedness
         (including Capitalized Leases) incurred by the Borrower or any of its
         Subsidiaries after the Closing Date to finance the acquisition of fixed
         assets or in conjunction with a Permitted Acquisition, if (1) at the
         time of such incurrence, no Default or Unmatured default has occurred
         and is continuing or would result from such incurrence, (2) such
         Indebtedness has a scheduled maturity and is not due on demand, (3)
         such Indebtedness does not exceed the lower of the fair market value or
         the cost of the applicable fixed assets on the date acquired, (4) such
         Indebtedness does not exceed $30,000,000 in the aggregate outstanding
         at any time, and (5) any Lien securing such Indebtedness is permitted
         under Section 7.3(C) (such Indebtedness being referred to herein as
         "PERMITTED PURCHASE MONEY INDEBTEDNESS");

                  (viii) Indebtedness with respect to surety, appeal and
         performance bonds obtained by the Borrower or any of its Subsidiaries
         in the ordinary course of business;

                  (ix) Indebtedness incurred by the Borrower to the seller in
         any Permitted Acquisition as part of the consideration therefor,
         provided that such Indebtedness is unsecured and, if in excess of
         $15,000,000 in the aggregate, is subordinated to the Obligations, on
         terms reasonably acceptable to the Agent;

                  (x) Indebtedness incurred by the Borrower pursuant to the
         Permitted Private Placement; and

                  (xi) additional unsecured Indebtedness in an aggregate amount
         at any time outstanding not exceeding $25,000,000.

         (B) Sales of Assets. Neither the Borrower nor any of its Subsidiaries
shall consummate any Asset Sale, except:

                  (i) licenses or sublicenses by the Borrower or its
         Subsidiaries of software, customer lists, trademarks, service marks,
         patents, trade names and copyrights and other intellectual property in
         the ordinary course of business; provided, that such licenses or
         sublicenses shall not interfere with the business of the Borrower or
         any such Subsidiary;

                  (ii) transfers of assets between the Borrower and any
         wholly-owned Subsidiary of the Borrower or between wholly-owned
         Subsidiaries of the Borrower not otherwise prohibited by this
         Agreement; provided, that the aggregate of all Foreign Subsidiary
         Investments does not exceed the Permitted Foreign Subsidiary Investment
         Amount at any time; and

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<PAGE>

                  (iii) sales, assignments, transfers, leases, conveyances or
         other dispositions of other assets if such transaction (a) is for not
         less than fair market value (as determined in good faith by the
         Borrower's board of directors), and (b) when combined with all such
         other transactions (each such transaction being valued at book value)
         (i) during the immediately preceding twelve-month period, represents
         the disposition of not greater than fifteen percent (15%) of the
         Borrower's Consolidated Tangible Assets at the end of the fiscal year
         immediately preceding that in which such transaction is proposed to be
         entered into, and (ii) during the period from the Closing Date to the
         date of such proposed transaction, represents the disposition of not
         greater than twenty-five percent (25%) of the Borrower's Consolidated
         Tangible Assets at the end of the fiscal year immediately preceding
         that in which such transaction is proposed to be entered into; and

                  (iv) sales in connection with the reorganization,
         restructuring and rationalization of the Borrower and its Subsidiaries;
         provided, that the non-recurring expenses arising from such
         reorganization, restructuring and rationalization which are charged to
         operating expenses are charged during the first three (3) fiscal years
         following any Permitted Acquisition and do not exceed $5,000,000, on a
         pre-tax basis, with respect to any Permitted Acquisition, or
         $10,000,000, on a pre-tax basis, in the aggregate.

         (C) Liens. Neither the Borrower nor any of its Subsidiaries shall
directly or indirectly create, incur, assume or permit to exist any Lien on or
with respect to any of their respective property or assets except:

                  (i) Liens created by the Loan Documents or otherwise securing
         the Obligations;

                  (ii) Permitted Existing Liens;

                  (iii) Customary Permitted Liens; and

                  (iv) purchase money Liens (including the interest of a lessor
         under a Capitalized Lease and Liens to which any property is subject at
         the time of the Borrower's acquisition thereof) securing Permitted
         Purchase Money Indebtedness; provided that such Liens shall not apply
         to any property of the Borrower or its Subsidiaries other than that
         purchased or subject to such Capitalized Lease.

                  (v) Liens with respect to property acquired by the Borrower or
         any of its Subsidiaries after the Closing Date (and not created in
         contemplation of such acquisition) pursuant to a Permitted Acquisition;
         provided, that such Liens shall extend only to the property so
         acquired; and

                  (vi) other Liens securing Indebtedness not to exceed
         $5,000,000 in the aggregate.

In addition, neither the Borrower nor any of its Subsidiaries shall become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit

                                       83
<PAGE>

the creation of a Lien on any of its properties or other assets in favor of the
Agent for the benefit of itself and the Holders of Obligations, as collateral
for the Obligations; provided that any agreement, note, indenture or other
instrument in connection with Permitted Purchase Money Indebtedness (including
Capitalized Leases) may prohibit the creation of a Lien in favor of the Agent
for the benefit of itself and the Holders of Obligations on the items of
property obtained with the proceeds of such Permitted Purchase Money
Indebtedness.

         (D) Investments. Except to the extent permitted pursuant to paragraph
(G) below, neither the Borrower nor any of its Subsidiaries shall directly or
indirectly make or own any Investment except:

                  (i) Investments in cash and Cash Equivalents;

                  (ii) Permitted Existing Investments in an amount not greater
         than the amount thereof on the Closing Date;

                  (iii) Investments in trade receivables or received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (iv) Investments consisting of deposit accounts maintained by
         the Borrower;

                  (v) Investments consisting of non-cash consideration from a
         sale, assignment, transfer, lease, conveyance or other disposition of
         property permitted by Section 7.3(B);

                  (vi) Investments consisting of (a) intercompany loans from any
         Subsidiary of the Borrower to the Borrower or any other Subsidiary
         permitted by Section 7.3(A)(v) and (b) intercompany loans from the
         Borrower to its Subsidiaries; provided, that the aggregate of all
         Foreign Subsidiary Investments shall not exceed the Permitted Foreign
         Subsidiary Investment Amount;

                  (vii) Investments constituting Permitted Acquisitions;

                  (viii) Investments constituting Indebtedness permitted by
         Section 7.3(A) or Contingent Obligations permitted by Section 7.3(E) or
         Restricted Payments permitted by Section 7.3(F) or Capital Expenditures
         permitted by Section 7.4(E);

                  (ix) Investments consisting of loans or advances made by any
         party to the Loan Documents to employees and officers of the Borrower
         or any of the Borrower's wholly-owned Domestic Incorporated
         Subsidiaries for travel, entertainment and relocation expenses in the
         ordinary course of business in an aggregate principal amount
         outstanding at any one time not to exceed $2,000,000;

                  (x) Investments consisting of any right of the Borrower or its
         wholly-owned Domestic Incorporated Subsidiaries to payment for goods
         sold or for services rendered, whether or not it has been earned by
         performance; and

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<PAGE>

                  (xi) Investments in addition to those referred to elsewhere in
         this Section 7.3(D) in an amount not to exceed $15,000,000 in the
         aggregate at any time outstanding;

provided, however, that the Investments described in clause (vii) above shall
not be permitted to be made at a time when either a Default or an Unmatured
Default which is not in the process of being cured shall have occurred and be
continuing or would result therefrom.

         (E) Contingent Obligations. Neither the Borrower nor any of its
Subsidiaries shall directly or indirectly create or become or be liable with
respect to any Contingent Obligation, except: (i) recourse obligations resulting
from endorsement of negotiable instruments for collection in the ordinary course
of business; (ii) Permitted Existing Contingent Obligations; (iii) obligations,
warranties, guaranties and indemnities, not relating to Indebtedness of any
Person, which have been or are undertaken or made in the ordinary course of
business and not for the benefit of or in favor of an Affiliate of the Borrower
or such Subsidiary; (iv) Contingent Obligations with respect to surety, appeal
and performance bonds obtained by the Borrower or any Subsidiary in the ordinary
course of business, (v) Contingent Obligations of the Subsidiaries of the
Borrower under the Guaranty to which they are a party, (vi) obligations arising
under or related to the Loan Documents, and (vii) Contingent Obligations in
respect to earn-outs or other similar forms of contingent purchase price payable
in respect of Permitted Acquisitions, (viii) Contingent Obligations in respect
of representations and warranties customarily given in respect of Asset Sales
otherwise permitted hereunder and (ix) Contingent Obligations consisting of
guaranties by Subsidiary Guarantors of Indebtedness of the Borrower, which
Indebtedness when incurred by the Borrower did not result in a violation of
Section 7.3(A).

         (F) Restricted Payments. The Borrower shall not declare or make any
Restricted Payment, except Restricted Payments in an amount not to exceed
$15,000,000 in the aggregate during any twelve-month period and except
Restricted Payments by a Subsidiary to the Borrower or another Subsidiary;
provided, however, that in no event shall any Restricted Payments (other than
Restricted Payments to Borrower) be declared or made if either a Default or an
Unmatured Default shall have occurred and be continuing at the date of
declaration or payment thereof or would result therefrom.

         (G) Conduct of Business; Subsidiaries; Acquisitions. Neither the
Borrower nor any of its Subsidiaries shall engage in any business other than the
businesses engaged in by the Borrower on the date hereof and any business or
activities which are substantially similar, related or incidental thereto or
logical extensions thereof. The Borrower shall not create, acquire or capitalize
any Subsidiary after the date hereof unless (i) no Default or Unmatured Default
which is not being cured shall have occurred and be continuing or would result
therefor; (ii) after such creation, acquisition or capitalization, all of the
representations and warranties contained herein shall be true and correct in all
material respects (unless such representation and warranty is made as of a
specific date, in which case, such representation or warranty shall be true in
all material respects as of such date); and (iii) after such creation,
acquisition or capitalization the Borrower shall be in compliance with the terms
of Section 7.2(K) and 7.2(L). The Borrower shall not make any Acquisitions,
other than (i) the KAGT

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Acquisition and (ii) Acquisitions meeting the following requirements or
otherwise approved by the Required Lenders (each such Acquisition constituting a
"PERMITTED ACQUISITION"):

                  (i) no Default or Unmatured Default shall have occurred and be
         continuing or would result from such Acquisition or the incurrence of
         any Indebtedness in connection therewith;

                  (ii) after giving effect to such transaction, the aggregate of
         all Foreign Subsidiary Investments would not exceed the Permitted
         Foreign Subsidiary Investment Amount;

                  (iii) in the case of an Acquisition of Equity Interests of an
         entity, the Acquisition shall be of at least fifty-one percent (51%) of
         the Equity Interests of such entity, and such acquired entity shall be
         (x) merged with and into the Borrower immediately following such
         Acquisition, with the Borrower being the surviving corporation
         following such merger or (y) the results of operations of such entity
         shall be reported on a consolidated basis with the Borrower and its
         consolidated Subsidiaries;

                  (iv) the purchase is consummated pursuant to a negotiated
         acquisition agreement on a non-hostile basis;

                  (v) the Borrower shall deliver to the Agent and the Lenders a
         certificate from one of the Authorized Officers, demonstrating to the
         satisfaction of the Agent that after giving effect to such Acquisition
         and the incurrence of any Indebtedness permitted by Section 7.3(A) in
         connection therewith, on a pro forma basis using historical audited or
         reviewed unaudited financial statements obtained from the seller(s) in
         respect of each such Acquisition as if the Acquisition and such
         incurrence of Indebtedness had occurred on the first day of the
         twelve-month period ending on the last day of the Borrower's most
         recently completed fiscal quarter, the Borrower would have been in
         compliance with the financial covenants in Section 7.4 and not
         otherwise in Default;

                  (vi) the purchase price for the Acquisition shall not exceed
         without the prior written consent of the Required Lenders the Maximum
         Acquisition Amount (including the incurrence or assumption of any
         Indebtedness in connection therewith); and

                  (vii) the businesses being acquired shall be substantially
         similar, related or incidental to, or a logical extension of, the
         businesses or activities engaged in by the Borrower on the Closing
         Date.

         (H) Transactions with Shareholders and Affiliates. Neither the Borrower
nor any of its Subsidiaries shall directly or indirectly (i) enter into or
permit to exist any transaction (including, without limitation, the purchase,
sale, lease or exchange of any property or the rendering of any service) with
any holder or holders of any of the Equity Interests of the Borrower, or with
any Affiliate of the Borrower which is not its Subsidiary, on terms that are
less favorable to the Borrower or any of its Subsidiaries, as applicable, than
those that might be obtained in an arm's length transaction at the time from
Persons who are not such a holder

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or Affiliate, except for Restricted Payments permitted by Section 7.3(F) and
Investments permitted by Section 7.3(D) or (ii) enter into or permit to exist
any such non-arm's length transaction between either the Borrower or any
Domestic Incorporated Subsidiary, on the one hand, and any Foreign Incorporated
Subsidiary, on the other hand, if as a result thereof the aggregate of all
Foreign Subsidiary Investments would at any time exceed the Permitted Foreign
Subsidiary Investment Amount. Agent and Lenders acknowledge and consent to the
transactions between the Borrower and its Affiliates described in the Borrower's
public filings as of the date hereof.

         (I) Restriction on Fundamental Changes. Neither the Borrower nor any of
its Subsidiaries shall enter into any merger or consolidation, or liquidate,
wind-up or dissolve (or suffer any liquidation or dissolution), or convey,
lease, sell, transfer or otherwise dispose of, in one transaction or series of
transactions, all or substantially all of the Borrower's consolidated business
or property, whether now or hereafter acquired, except (i) transactions
permitted under Sections 7.3(B), 7.3(D) or 7.3(G) and, (ii) a Subsidiary of the
Borrower may be merged into or consolidated with the Borrower (in which case the
Borrower shall be the surviving corporation) or any wholly-owned Subsidiary of
the Borrower, and (iii) any liquidation of any Subsidiary of the Borrower into
the Borrower or another Subsidiary of the Borrower, as applicable.

         (J) Sales and Leasebacks. Neither the Borrower nor any of its
Subsidiaries shall become liable, directly, by assumption or by Contingent
Obligation, with respect to any lease, whether an operating lease or a
Capitalized Lease, of any property (whether real or personal or mixed), (i)
which it or one of its Subsidiaries sold or transferred or is to sell or
transfer to any other Person, or (ii) which it or one of its Subsidiaries
intends to use for substantially the same purposes as any other property which
has been or is to be sold or transferred by it or one of its Subsidiaries to any
other Person in connection with such lease, unless in either case the sale
involved is not prohibited under Section 7.3(B) and the lease involved is not
prohibited under Section 7.3(A) and any related Investment is not prohibited
under Section 7.3(D).

         (K) Margin Regulations. Neither the Borrower nor any of its
Subsidiaries, shall use all or any portion of the proceeds of any credit
extended under this Agreement to purchase or carry Margin Stock.

         (L) ERISA.

                  (a) The Borrower shall not

                  (i) engage, or permit any of its Subsidiaries to engage, in
         any prohibited transaction described in Sections 406 of ERISA or 4975
         of the Code for which a statutory or class exemption is not available
         or a private exemption has not been previously obtained from the DOL;

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<PAGE>

                  (ii) permit to exist any material accumulated funding
         deficiency (as defined in Sections 302 of ERISA and 412 of the Code),
         with respect to any Benefit Plan, whether or not waived;

                  (iii) fail, or permit any Controlled Group member to fail, to
         pay timely required material contributions or annual installments due
         with respect to any waived funding deficiency to any Benefit Plan;

                  (iv) terminate, or permit any Controlled Group member to
         terminate, any Benefit Plan which would result in any material
         liability of the Borrower or any Controlled Group member under Title IV
         of ERISA;

                  (v) fail to make any material contribution or payment to any
         Multiemployer Plan which the Borrower or any Controlled Group member
         may be required to make under any agreement relating to such
         Multiemployer Plan, or any law pertaining thereto;

                  (vi) fail, or permit any Controlled Group member to fail, to
         pay any required material installment or any other payment required
         under Section 412 of the Code on or before the due date for such
         installment or other payment; or

                  (vii) amend, or permit any Controlled Group member to amend, a
         Plan resulting in a material increase in current liability for the plan
         year such that the Borrower or any Controlled Group member is required
         to provide security to such Plan under Section 401(a)(29) of the Code.

                  (b) For purposes of this Section 7.3(L), "material" means any
         noncompliance or basis for liability which could reasonably be likely
         to subject the Borrower or any of its Subsidiaries to liability,
         individually or in the aggregate, in excess of $5,000,000.

         (M) Corporate Documents. Neither the Borrower nor any of its
Subsidiaries shall amend, modify or otherwise change any of the terms or
provisions in any of their respective constituent documents as in effect on the
date hereof in any manner materially adverse to the interests of the Lenders,
without the prior written consent of the Required Lenders, except in connection
with a Permitted Acquisition.

         (N) Fiscal Year. Neither the Borrower nor any of its consolidated
Subsidiaries shall change its fiscal year for accounting or tax purposes from a
period consisting of the 12-month period ending on the last day of December of
each year, except as required by Agreement Accounting Principles (including
fiscal year end changes required as a result of the Transactions) or by law and
disclosed to the Lenders and the Agent.

         (O) Subsidiary Covenants. The Borrower will not, and will not permit
any Subsidiary to, create or otherwise cause to become effective any consensual
encumbrance or restriction of any kind on the ability of any Subsidiary to pay
dividends or make any other distribution on its stock, or make any other
Restricted Payment, pay any Indebtedness or other Obligation owed to the
Borrower or any other Subsidiary, make loans or advances or

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other Investments in the Borrower or any other Subsidiary, or sell, transfer or
otherwise convey any of its property to the Borrower or any other Subsidiary.

         (P) Hedging Obligations. The Borrower shall not and shall not permit
any of its Subsidiaries to enter into any interest rate, commodity or foreign
currency exchange, swap, collar, cap or similar agreements evidencing Hedging
Obligations, other than interest rate, foreign currency or commodity exchange,
swap, collar, cap or similar agreements entered into by the Borrower pursuant to
which the Borrower has hedged its actual interest rate, foreign currency or
commodity exposure. Such permitted hedging agreements entered into by the
Borrower and any Lender or any affiliate of any Lender are sometimes referred to
herein as "HEDGING AGREEMENTS."

         (Q) Issuance of Disqualified Stock. From and after the Closing Date,
neither the Borrower, nor any of its Subsidiaries shall issue any Disqualified
Stock. All issued and outstanding Disqualified Stock shall be treated as
Indebtedness for all purposes of this Agreement (and as funded Indebtedness for
purposes of Section 7.1(F)), and the amount of such deemed Indebtedness shall be
the aggregate amount of the liquidation preference of such Disqualified Stock.

         7.4. Financial Covenants. The Borrower shall comply with the following:

         (A) Minimum Fixed Charge Coverage Ratio. The Borrower and its
consolidated Subsidiaries shall maintain a ratio ("FIXED CHARGE COVERAGE RATIO")
of:

                  (i) the sum of (a) EBITDA during such period minus (b) Capital
         Expenditures during such period, to

                  (ii) the sum of the amounts, without duplication, of (a)
         Interest Expense during such period (net of interest income) plus (b)
         scheduled principal payments of Indebtedness plus (c) dividend payments
         on Borrower's common and preferred stock plus (d) Taxes during such
         period plus (e) Capitalized Lease Obligations during such period,

which shall not be less than 1.25 to 1.0 for each four (4) fiscal quarter period
beginning with the four (4) fiscal quarter period ending on December 31, 2004.
In each case, the Fixed Charge Coverage Ratio shall be determined as of the last
day of each fiscal quarter for the four (4) fiscal quarter period ending on such
day (the "LAST TWELVE-MONTH PERIOD"), provided, that the Fixed Charge Coverage
Ratio shall be calculated, with respect to Permitted Acquisitions, on a pro
forma basis using historical audited and reviewed unaudited financial statements
obtained from the seller(s) in such Permitted Acquisition, broken down by fiscal
quarter as if such Permitted Acquisition (including the uses and applications of
proceeds in respect thereof and the Indebtedness incurred in conjunction
therewith) had occurred on the first day of the Last Twelve-Month Period (the
"MEASUREMENT PERIOD") (including cost savings actually realized during such
prior period, as though such costs savings had been realized from the first day
of the Measurement Period in the Borrower's reasonable judgment), provided such
pro forma statements and such costs savings shall be substantiated by supporting
information reasonably

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acceptable to the Agent. Interest Expense shall be calculated for the purpose of
clause (ii) by excluding the effect of amortization of deferred financing fees,
to the extent it is an Interest Expense.

         (B) Maximum Cash Flow Leverage Ratio. The Borrower and its consolidated
Subsidiaries shall not permit the ratio (the "Cash Flow Leverage Ratio") of (i)
Total Funded Indebtedness to (ii) EBITDA to be greater than 3.25 to 1.0 for each
four (4) fiscal quarter period beginning with the fiscal quarter ending December
31, 2004 and thereafter.

The Cash Flow Leverage Ratio shall be calculated, in each case, determined as of
the last day of each fiscal quarter based upon (a) for Indebtedness,
Indebtedness as of the last day of each such fiscal quarter; and (b) for EBITDA,
the actual amount for Last Twelve-Month Period, provided, that the Cash Flow
Leverage Ratio shall be calculated, with respect to Permitted Acquisitions, on a
pro forma basis using historical audited and reviewed unaudited financial
statements obtained from the seller(s) in such Permitted Acquisition, broken
down by fiscal quarter in the Borrower's reasonable judgment as if such
Permitted Acquisition (including the uses and applications of proceeds in
respect thereof and the Indebtedness incurred in conjunction therewith) had
occurred on the first day of the Measurement Period (including cost savings
actually realized during such prior period, as though such costs savings had
been realized from the first day of the Measurement Period in the Borrower's
reasonable judgment), provided such pro forma statements and such costs savings
shall be substantiated by supporting information reasonably acceptable to the
Agent.

         (C) Minimum Consolidated Net Worth. The Borrower shall not permit its
Consolidated Net Worth at any time to be less than the sum of (a) $187,200,000
plus (b) fifty percent (50%) of Net Income (if positive) calculated separately
for each fiscal quarter commencing with the fiscal quarter ending on December
31, 2004, plus (c) one hundred percent (100%) of the net cash proceeds resulting
from the issuance by the Borrower of any Capital Stock other than shares of
Capital Stock issued pursuant to employee stock option or ownership plans
commencing with the fiscal quarter ending on December 31, 2004.

         (D) Maximum Capital Expenditures. The Borrower will not, nor will it
permit any Subsidiary to, expend, or be committed to expend, in excess of an
aggregate of $25,000,000, for Capital Expenditures of the Borrower and its
Subsidiaries during any fiscal year of the Borrower.

                             ARTICLE VIII: DEFAULTS

         8.1. Defaults. Each of the following occurrences shall constitute a
Default under this Agreement:

         (A) Failure to Make Payments When Due. The Borrower or any Alternate
Currency Borrower shall (i) fail to pay when due any of the Obligations
consisting of principal with respect to the Loans or (ii) shall fail to pay
within five (5) Business Days of the date when due any of the other Obligations
under this Agreement or the other Loan Documents.

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         (B) Breach of Certain Covenants. The Borrower shall fail duly and
punctually to perform or observe any agreement, covenant or obligation binding
on the Borrower under:

                  (i) Sections 7.1, 7.2, 7.3(C), 7.3(E), 7.3(L) or 7.3(O) and
         such failure shall continue unremedied for fifteen (15) Business Days,
         or if such failure is not capable of being cured within such fifteen
         (15) day period, forty-five (45) days if the Borrower at all times
         during such forty-five (45) day period is promptly and diligently
         attempting to effect such cure; or

                  (ii) Sections 7.3 (other than Sections 7.3(C), 7.3(E), 7.3(L)
         and 7.3(O)) or 7.4.

         (C) Breach of Representation or Warranty. Any representation or
warranty made or deemed made by the Borrower to the Agent or any Lender herein
or by the Borrower or any Alternate Currency Borrower or any of their
Subsidiaries in any of the other Loan Documents or in any statement or
certificate at any time given by any such Person pursuant to any of the Loan
Documents shall be false or misleading in any material respect on the date as of
which made (or deemed made).

         (D) Other Defaults. The Borrower shall default in the performance of or
compliance with any term contained in this Agreement (other than as covered by
paragraphs (A) or (B) of this Section 8.1), or the Borrower or any Alternate
Currency Borrower or any of their Subsidiaries shall default in the performance
of or compliance with any term contained in any of the other Loan Documents, and
such default shall continue for thirty (30) days after the occurrence thereof.

         (E) Default as to Other Indebtedness. The Borrower or any of its
Subsidiaries shall fail to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) with respect
to any Indebtedness (other than Indebtedness hereunder, but including, without
limitation, Disqualified Stock), beyond any period of grace provided with
respect thereto, which individually or together with other such Indebtedness as
to which any such failure exists has an aggregate outstanding principal amount
in excess of $5,000,000; or any breach, default or event of default shall occur,
or any other condition shall exist under any instrument, agreement or indenture
pertaining to any such Indebtedness having such aggregate outstanding principal
amount, beyond any period of grace, if any, provided with respect thereto, if
the effect thereof is to cause an acceleration, mandatory redemption, a
requirement that the Borrower offer to purchase such Indebtedness or other
required repurchase of such Indebtedness, or permit the holder(s) of such
Indebtedness to accelerate the maturity of any such Indebtedness or require a
redemption or other repurchase of such Indebtedness; or any such Indebtedness
shall be otherwise declared to be due and payable (by acceleration or otherwise)
or required to be prepaid, redeemed or otherwise repurchased by the Borrower or
any of its Subsidiaries (other than by a regularly scheduled required
prepayment) prior to the stated maturity thereof.

         (F) Involuntary Bankruptcy; Appointment of Receiver, Etc.

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<PAGE>

                  (i) An involuntary case shall be commenced against the
         Borrower or any of the Borrower's Subsidiaries and the petition shall
         not be dismissed, stayed, bonded or discharged within sixty (60) days
         after commencement of the case; or a court having jurisdiction in the
         premises shall enter a decree or order for relief in respect of the
         Borrower or any of the Borrower's Subsidiaries in an involuntary case,
         under any applicable bankruptcy, insolvency or other similar law now or
         hereinafter in effect; or any other similar relief shall be granted
         under any applicable federal, state, local or foreign law.

                  (ii) A decree or order of a court having jurisdiction in the
         premises for the appointment of a receiver, liquidator, sequestrator,
         trustee, custodian or other officer having similar powers over the
         Borrower or any of the Borrower's Subsidiaries or over all or a
         substantial part of the property of the Borrower or any of the
         Borrower's Subsidiaries shall be entered; or an interim receiver,
         trustee or other custodian of the Borrower or any of the Borrower's
         Subsidiaries or of all or a substantial part of the property of the
         Borrower or any of the Borrower's Subsidiaries shall be appointed or a
         warrant of attachment, execution or similar process against any
         substantial part of the property of the Borrower or any of the
         Borrower's Subsidiaries shall be issued and any such event shall not be
         stayed, dismissed, bonded or discharged within sixty (60) days after
         entry, appointment or issuance.

         (G) Voluntary Bankruptcy; Appointment of Receiver, Etc. The Borrower or
any of the Borrower's Subsidiaries shall (i) commence a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (ii) consent to the entry of an order for relief in an involuntary case,
or to the conversion of an involuntary case to a voluntary case, under any such
law, (iii) consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property, (iv)
make any assignment for the benefit of creditors or (v) take any corporate
action to authorize any of the foregoing.

         (H) Judgments and Attachments. Any money judgment(s) (other than a
money judgment covered by insurance as to which the applicable insurance company
has not disclaimed or reserved the right to disclaim coverage), writ or warrant
of attachment, or similar process against the Borrower or any of its
Subsidiaries or any of their respective assets involving in any single case or
in the aggregate an amount in excess of $5,000,000 is or are entered and shall
remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60)
days or in any event later than fifteen (15) days prior to the date of any
proposed sale thereunder.

         (I) Dissolution. Any order, judgment or decree shall be entered against
the Borrower decreeing its involuntary dissolution or split up and such order
shall remain undischarged and unstayed for a period in excess of sixty (60)
days; or the Borrower shall otherwise dissolve or cease to exist except as
specifically permitted by this Agreement.

         (J) Loan Documents. At any time, for any reason, (i) any Loan Document
as a whole that materially affects the ability of the Agent, or any of the
Lenders to enforce the

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Obligations (a) ceases to be in full force and effect or (b) the Borrower or any
of the Borrower's Subsidiaries party thereto seeks to repudiate its obligations
thereunder or (ii) any Lien in favor of the Collateral Agent under the Loan
Documents (a) ceases to be in full force and effect, or (b) does not have the
priority contemplated by applicable Loan Document.

         (K) Termination Event. Any Termination Event occurs which the Required
Lenders believe is reasonably likely to subject the Borrower to liability in
excess of $5,000,000.

         (L) Waiver of Minimum Funding Standard. If the plan administrator of
any Plan applies under Section 412(d) of the Code for a waiver of the minimum
funding standards of Section 412(a) of the Code and any Lender believes the
substantial business hardship upon which the application for the waiver is based
could reasonably be expected to subject either the Borrower or any Controlled
Group member to liability in excess of $5,000,000.

         (M) Change of Control. A Change of Control shall occur.

         (N) Hedging Agreements. Nonpayment by the Borrower of any obligation in
excess of $2,500,000 under any Hedging Agreement which remains unpaid for sixty
(60) days or the breach by the Borrower of any term, provision or condition
contained in any such Hedging Agreement.

         (O) Environmental Matters. The Borrower or any of its Subsidiaries
shall be the subject of any proceeding or investigation pertaining to (i) the
Release by the Borrower or any of its Subsidiaries of any Contaminant into the
environment, (ii) the liability of the Borrower or any of its Subsidiaries
arising from the Release by any other Person of any Contaminant into the
environment, or (iii) any violation of any Environmental, Health or Safety
Requirements of Law which by the Borrower or any of its Subsidiaries, which, in
any case, has or is reasonably likely to subject the Borrower to liability in
excess of $5,000,000.

         (P) Guarantor Revocation. Any guarantor of the Obligations shall
terminate or revoke any of its obligations under the applicable Guaranty or
breach any of the material terms of such Guaranty.

         A Default shall be deemed "continuing" until cured or until waived in
writing in accordance with Section 9.3.

             ARTICLE IX: ACCELERATION, DEFAULTING LENDERS; WAIVERS,
                            AMENDMENTS AND REMEDIES

         9.1. Termination of Revolving Loan Commitments; Acceleration. If any
Default described in Section 8.1(F) or 8.1(G) occurs with respect to the
Borrower, the obligations of the Lenders to make Loans (including, without
limitation, Alternate Currency Loans) hereunder and the obligation of any
Issuing Banks to issue Letters of Credit hereunder shall automatically terminate
and the Obligations shall immediately become due and payable without any
election or action on the part of the Agent or any Lender. If any other Default
occurs, the Required Lenders may

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<PAGE>

terminate or suspend the obligations of the Lenders to make Loans (including,
without limitation, Alternate Currency Loans) hereunder and the obligation of
the Issuing Banks to issue Letters of Credit hereunder, or declare the
Obligations to be due and payable, or both, whereupon the Obligations shall
become immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which the Borrower expressly waives.

         9.2. Defaulting Lender. In the event that any Lender fails to fund its
Pro Rata Share of any Advance requested or deemed requested by the Borrower,
which such Lender is obligated to fund under the terms of this Agreement (the
funded portion of such Advance being hereinafter referred to as a "NON PRO RATA
LOAN"), until the earlier of such Lender's cure of such failure and the
termination of the Revolving Loan Commitments, the proceeds of all amounts
thereafter repaid to the Agent by the Borrower and otherwise required to be
applied to such Lender's share of all other Obligations pursuant to the terms of
this Agreement shall be advanced to the Borrower by the Agent on behalf of such
Lender to cure, in full or in part, such failure by such Lender, but shall
nevertheless be deemed to have been paid to such Lender in satisfaction of such
other Obligations. Notwithstanding anything in this Agreement to the contrary:

                  (i) the foregoing provisions of this Section 9.2 shall apply
         only with respect to the proceeds of payments of Obligations and shall
         not affect the conversion or continuation of Loans pursuant to Section
         2.10;

                  (ii) any such Lender shall be deemed to have cured its failure
         to fund its Pro Rata Share, of any Advance at such time as an amount
         equal to such Lender's original Pro Rata Share of the requested
         principal portion of such Advance is fully funded to the Borrower,
         whether made by such Lender itself or by operation of the terms of this
         Section 9.2, and whether or not the Non Pro Rata Loan with respect
         thereto has been repaid, converted or continued;

                  (iii) amounts advanced to the Borrower to cure, in full or in
         part, any such Lender's failure to fund its Pro Rata Share of any
         Advance ("CURE LOANS") shall bear interest at the rate applicable to
         Floating Rate Loans in effect from time to time, and for all other
         purposes of this Agreement shall be treated as if they were Floating
         Rate Loans;

                  (iv) regardless of whether or not a Default has occurred or is
         continuing, and notwithstanding the instructions of the Borrower as to
         its desired application, all repayments of principal which, in
         accordance with the other terms of this Agreement, would be applied to
         the outstanding Floating Rate Loans shall be applied first, ratably to
         all Floating Rate Loans constituting Non Pro Rata Loans, second,
         ratably to Floating Rate Loans other than those constituting Non Pro
         Rata Loans or Cure Loans and, third, ratably to Floating Rate Loans
         constituting Cure Loans;

                  (v) for so long as and until the earlier of any such Lender's
         cure of the failure to fund its Pro Rata Share of any Advance and the
         termination of the Revolving Loan Commitments, the term "Required
         Lenders" for purposes of this Agreement shall mean Lenders (excluding
         all Lenders whose failure to fund their respective Pro Rata Share of
         such Advance have not been so cured) whose Pro Rata Shares represent
         greater than fifty

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<PAGE>

         percent (50%) of the aggregate Pro Rata Shares of such Lenders;
         provided, that if any Lender (other than a Lender whose failure to find
         its Pro Rata Share of such Advance has not been so cured) shall have a
         Pro Rata Share greater than fifty percent (50%), "REQUIRED LENDERS"
         shall mean such Lender plus at least one additional Lender (other than
         a Lender whose failure to find its Pro Rata Share of such Advance has
         not been cured); and

                  (vi) for so long as and until any such Lender's failure to
         fund its Pro Rata Share of any Advance is cured in accordance with
         Section 9.2(ii), (A) such Lender shall not be entitled to any
         commitment fees with respect to its Revolving Loan Commitment and (B)
         such Lender shall not be entitled to any letter of credit fees, which
         commitment fees and letter of credit fees shall accrue in favor of the
         Lenders which have funded their respective Pro Rata Share of such
         requested Advance, shall be allocated among such performing Lenders
         ratably based upon their relative Revolving Loan Commitments, and shall
         be calculated based upon the average amount by which the aggregate
         Revolving Loan Commitments of such performing Lenders exceeds the sum
         of (I) the outstanding principal amount of the Loans owing to such
         performing Lenders, plus (II) the outstanding Reimbursement Obligations
         owing to such performing Lenders, plus (III) the aggregate
         participation interests of such performing Lenders arising pursuant to
         Section 3.6 with respect to undrawn and outstanding Letters of Credit.

         9.3. Amendments. Subject to the provisions of this Article IX, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; provided, however, that no such supplemental agreement shall,
without the consent of each Lender (which is not a defaulting Lender under the
provisions of Section 9.2) adversely affected thereby:

                  (i) Postpone or extend the Revolving Loan Termination Date or
         any other date fixed for any payment of principal of, or interest on,
         the Loans, the Reimbursement Obligations or any fees or other amounts
         payable to such Lender (except with respect to (a) any modifications of
         the provisions relating to prepayments of Loans and other Obligations
         and (b) a waiver of the application of the default rate of interest
         pursuant to Section 2.11 hereof).

                  (ii) Reduce the principal amount of any Loans or L/C
         Obligations, or reduce the rate or extend the time of payment of
         interest or fees thereon.

                  (iii) Reduce the percentage specified in the definition of
         Required Lenders or any other percentage of Lenders specified to be the
         applicable percentage in this Agreement to act on specified matters or
         amend the definitions of "Required Lenders" or "Pro Rata Share".

                  (iv) Except as permitted by Section 2.26, increase the amount
         of the Revolving Loan Commitment of any Lender hereunder or increase
         any Lender's Pro Rata Share.

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                  (v) Permit the Borrower to assign its rights under this
         Agreement.

                  (vi) other than pursuant to a transaction permitted by the
         terms of this Agreement, release any guarantor from its obligations
         under any Guaranty or release all or substantially all of the
         Collateral.

                  (vii) Amend Section 7.4 (or any of the definitions of the
         terms utilized therein) or this Section 9.3.

No amendment of any provision of this Agreement relating to (a) any Agent shall
be effective without the written consent of such Agent, (b) Swing Line Loans
shall be effective without the written consent of the Swing Line Bank and (c)
any Issuing Bank shall be effective without the written consent of such Issuing
Bank. The Agent may waive payment of the fee required under Section 13.3(B)
without obtaining the consent of any of the Lenders. Notwithstanding anything
herein to the contrary, the Agent (acting reasonably and after consultation with
other parties hereto) may by reasonable prior notice to the other parties hereto
amend this Agreement after consultation with the Borrower unilaterally for the
exclusive purpose of effectuating changes hereto which are necessary to the
integration of the issuance of Letters of Credit hereunder in euro and only in a
manner which shall not result in a deterioration of the position of any Agent or
Lender from its respective position as of the date of this Agreement.

         The Agent may notify the other parties to this Agreement of any
amendments to this Agreement which the Agent reasonably determines to be
necessary as a result of the commencement of the third stage of the European
Economic and Monetary Union. Notwithstanding anything to the contrary contained
herein, any amendments so notified shall take effect in accordance with the
terms of the relevant notification; provided, however, that if and to the extent
that the Agent determines it is not possible to put all parties into such
position, the Agent may give priority to putting the Agent, the Arranger and the
Lenders into that position.

         9.4. Preservation of Rights. No delay or omission of the Lenders or any
Agent to exercise any right under the Loan Documents shall impair such right or
be construed to be a waiver of any Default or an acquiescence therein, and the
making of a Loan or the issuance of a Letter of Credit notwithstanding the
existence of a Default or the inability of the Borrower to satisfy the
conditions precedent to such Loan or issuance of such Letter of Credit shall not
constitute any waiver or acquiescence. Any single or partial exercise of any
such right shall not preclude other or further exercise thereof or the exercise
of any other right, and no waiver, amendment or other variation of the terms,
conditions or provisions of the Loan Documents whatsoever shall be valid unless
in writing signed by the Lenders required pursuant to Section 9.3, and then only
to the extent in such writing specifically set forth. All remedies contained in
the Loan Documents or by law afforded shall be cumulative and all shall be
available to the Agents and the Lenders until the Obligations have been paid in
full.

                          ARTICLE X: GENERAL PROVISIONS

         10.1. Survival of Representations. All representations and warranties
of the Borrower contained in this Agreement shall survive delivery of this
Agreement and the making of the

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Loans herein contemplated so long as any principal, accrued interest, fees, or
any other amount due and payable under any Loan Document is outstanding and
unpaid (other than contingent reimbursement and indemnification obligations) and
so long as the Revolving Loan Commitments have not been terminated.

         10.2. Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

         10.3. Performance of Obligations. The Borrower agrees that the Agent
may, but shall have no obligation to (i) at any time, pay or discharge taxes,
liens, security interests or other encumbrances levied or placed on or
threatened against any property of the Borrower to the extent the Borrower is
required by the terms hereof to pay any such amount, but has not done so and
(ii), after the occurrence and during the continuance of a Default, to make any
other payment or perform any act required of the Borrower under any Loan
Document or take any other action which the Agent in its discretion deems
necessary or desirable to protect or preserve such property of the Borrower. The
Agent shall use its reasonable efforts to give the Borrower notice of any action
taken under this Section 10.3 prior to the taking of such action or promptly
thereafter provided the failure to give such notice shall not affect the
Borrower's obligations in respect thereof. The Borrower agrees to pay the Agent,
upon demand, the principal amount of all funds advanced by the Agent under this
Section 10.3, together with interest thereon at the rate from time to time
applicable to Floating Rate Loans from the date of such advance until the
outstanding principal balance thereof is paid in full. If the Borrower fails to
make payment in respect of any such advance under this Section 10.3 within one
(1) Business Day after the date the Borrower receives written demand therefor
from the Agent, the Agent shall promptly notify each Lender and each Lender
agrees that it shall thereupon make available to the Agent, in Dollars in
immediately available funds, the amount equal to such Lender's Pro Rata Share of
such advance. If such funds are not made available to the Agent by such Lender
within one (1) Business Day after the Agent's demand therefor, the Agent will be
entitled to recover any such amount from such Lender together with interest
thereon at the Federal Funds Effective Rate for each day during the period
commencing on the date of such demand and ending on the date such amount is
received. The failure of any Lender to make available to the Agent its Pro Rata
Share of any such unreimbursed advance under this Section 10.3 shall neither
relieve any other Lender of its obligation hereunder to make available to the
Agent such other Lender's Pro Rata Share of such advance on the date such
payment is to be made nor increase the obligation of any other Lender to make
such payment to the Agent.

         10.4. Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         10.5. Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrower, the Agent and the Lenders and supersede
all prior agreements and understandings among the Borrower, the Agent and the
Lenders relating to the subject matter thereof.

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         10.6. Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the Agent is authorized to act as such). The failure of any Lender to perform
any of its obligations hereunder shall not relieve any other Lender from any of
its obligations hereunder. This Agreement shall not be construed so as to confer
any right or benefit upon any Person other than the parties to this Agreement
and their respective successors and assigns.

         10.7. Expenses; Indemnification.

         (A) Expenses. The Borrower shall reimburse the Agents, the Alternate
Currency Bank and the Arranger for any reasonable costs, internal charges and
out-of-pocket expenses (including reasonable attorneys' and paralegals' fees and
time charges of attorneys and paralegals for the Agents, which attorneys and
paralegals may be employees of the Agents) paid or incurred by the Agents, the
Alternate Currency Bank or the Arranger in connection with the preparation,
negotiation, execution, delivery, syndication, review, amendment, modification,
and administration of the Loan Documents. The Borrower also agrees to reimburse
the Agents, the Alternate Currency Bank and the Arranger and the Lenders for any
costs, internal charges and out-of-pocket expenses (including reasonable
attorneys' and paralegals' fees and time charges of attorneys and paralegals for
the Agents, the Alternate Currency Bank and the Arranger and the Lenders, which
attorneys and paralegals may be employees of the Agents, the Alternate Currency
Bank or the Arranger or the Lenders) paid or incurred by the Agents or the
Arranger, the Alternate Currency Bank or any Lender in connection with the
collection of the Secured Obligations and enforcement of the Loan Documents. In
addition to expenses set forth above, the Borrower agrees to reimburse each
Agent, promptly after such Agent's request therefor, for each audit, or other
business analysis performed by or for the benefit of the Lenders in connection
with this Agreement or the other Loan Documents in an amount equal to such
Agent's then customary charges for each person employed to perform such audit or
analysis, plus all reasonable costs and expenses (including without limitation,
travel expenses) incurred by such Agent in the performance of such audit or
analysis. The foregoing notwithstanding, the Borrower shall not be required to
reimburse any Agent for its audit or business analysis in amounts in excess of
$10,000 per annum unless a Default has occurred and is continuing. Each Agent
shall provide the Borrower with a detailed statement of all reimbursements
requested under this Section 10.7(A).

         (B) Indemnity. The Borrower further agrees to defend, protect,
indemnify, and hold harmless each Agent, the Arranger, the Alternate Currency
Bank and each and all of the Lenders and each of their respective Affiliates,
and each of such Agent's, Arranger's, the Alternate Currency Bank's, Lender's,
or Affiliate's respective officers, directors, trustees, investment advisors,
employees, attorneys and agents (including, without limitation, those retained
in connection with the satisfaction or attempted satisfaction of any of the
conditions set forth in Article V) (collectively, the "INDEMNITEES") from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, expenses of any kind or nature
whatsoever (including, without limitation, the fees and disbursements of counsel
for such Indemnitees in connection with any investigative, administrative or
judicial proceeding, whether or not such Indemnitees shall be designated a

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party thereto), imposed on, incurred by, or asserted against such Indemnitees in
any manner relating to or arising out of:

                  (i) this Agreement or any of the other Loan Documents, or any
         act, event or transaction related or attendant thereto or to the making
         of the Loans, and the issuance of and participation in Letters of
         Credit hereunder, the management of such Loans or Letters of Credit,
         the use or intended use of the proceeds of the Loans or Letters of
         Credit hereunder, or any of the other transactions contemplated by the
         Loan Documents; or

                  (ii) any liabilities, obligations, responsibilities, losses,
         damages, personal injury, death, punitive damages, economic damages,
         consequential damages, treble damages, intentional, willful or wanton
         injury, damage or threat to the environment, natural resources or
         public health or welfare, costs and expenses (including, without
         limitation, attorney, expert and consulting fees and costs of
         investigation, feasibility or remedial action studies), fines,
         penalties and monetary sanctions, interest, direct or indirect, known
         or unknown, absolute or contingent, past, present or future relating to
         violation of any Environmental, Health or Safety Requirements of Law
         arising from or in connection with the past, present or future
         operations of the Borrower, its Subsidiaries or any of their respective
         predecessors in interest, or, the past, present or future
         environmental, health or safety condition of any respective property of
         the Borrower or its Subsidiaries, the presence of asbestos-containing
         materials at any respective property of the Borrower or its
         Subsidiaries or the Release or threatened Release of any Contaminant
         into the environment (collectively, the "INDEMNIFIED MATTERS");

provided, however, the Borrower shall have no obligation to an Indemnitee
hereunder with respect to Indemnified Matters caused solely by or resulting
solely from the willful misconduct or Gross Negligence of such Indemnitee with
respect to the Loan Documents, as determined by the final non-appealed judgment
of a court of competent jurisdiction. If the undertaking to indemnify, pay and
hold harmless set forth in the preceding sentence may be unenforceable because
it is violative of any law or public policy, the Borrower shall contribute the
maximum portion which it is permitted to pay and satisfy under applicable law,
to the payment and satisfaction of all Indemnified Matters incurred by the
Indemnitees.

         (C) Waiver of Certain Claims; Settlement of Claims. The Borrower
further agrees to assert no claim against any of the Indemnitees on any theory
of liability seeking consequential, special, indirect, exemplary or punitive
damages. No settlement shall be entered into by the Borrower or any if its
Subsidiaries with respect to any claim, litigation, arbitration or other
proceeding relating to or arising out of the transactions evidenced by this
Agreement, the other Loan Documents unless such settlement releases all
Indemnitees from any and all liability with respect thereto.

         (D) Survival of Agreements. The obligations and agreements of the
Borrower under this Section 10.7 shall survive the termination of this
Agreement.

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         10.8. Numbers of Documents. All statements, notices, closing documents,
and requests hereunder shall be furnished to the Agent with sufficient
counterparts so that the Agent may furnish one to each of the Lenders.

         10.9. Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles.

         10.10. Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         10.11. Nonliability of Lenders. The relationship between the Borrower
and the Lenders and the Agent shall be solely that of borrower and lender.
Neither the Agent nor any Lender shall have any fiduciary responsibilities to
the Borrower. Neither the Agent nor any Lender undertakes any responsibility to
the Borrower to review or inform the Borrower of any matter in connection with
any phase of the Borrower's business or operations.

         10.12. GOVERNING LAW. THE AGENT ACCEPTS THIS AGREEMENT, ON BEHALF OF
ITSELF AND THE LENDERS, AT CHICAGO, ILLINOIS BY ACKNOWLEDGING AND AGREEING TO IT
THERE. ANY DISPUTE BETWEEN THE BORROWER AND THE AGENT, ANY LENDER OR ANY OTHER
HOLDER OF OBLIGATIONS ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL
TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT
OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT,
EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS
(INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE
CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.

         10.13. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

         (A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (B), EACH
OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF,
CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED
EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN CHICAGO, ILLINOIS, BUT THE
PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF CHICAGO, ILLINOIS. EACH OF THE PARTIES
HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A) ANY

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OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

         (B) OTHER JURISDICTIONS. THE BORROWER AGREES THAT THE AGENT, ANY LENDER
OR ANY OTHER HOLDER OF OBLIGATIONS SHALL HAVE THE RIGHT TO PROCEED AGAINST THE
BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1)
OBTAIN PERSONAL JURISDICTION OVER THE BORROWER OR (2) IN ORDER TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON. THE BORROWER
AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING
BROUGHT BY SUCH PERSON TO REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. THE BORROWER
WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH SUCH
PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SUBSECTION (B).

         (C) VENUE. THE BORROWER IRREVOCABLY WAIVES ANY OBJECTION (INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS
OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
IN ANY JURISDICTION SET FORTH ABOVE.

         (D) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES
ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY
SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL
WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         (E) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENT TO EACH OTHER
PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE
PROVISIONS OF SECTION 10.7 AND THIS SECTION 10.13, WITH ITS COUNSEL.

         10.14. USA Patriot Act Notification. The following notification is
provided to the Borrowers pursuant to Section 326 of the USA Patriot Act of
2001, 31 U.S.C. Section 5318:

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         IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To
help the government of the United States of America fight the funding of
terrorism and money laundering activities, Federal law requires all financial
institutions to obtain, verify, and record information that identifies each
Person that opens an account, including any deposit account, treasury management
account, loan, other extension of credit, or other financial services product.
Accordingly, when any Borrower opens an account, the Agent and the Lenders will
ask for such Borrower's name, tax identification number, business address, and
other information that will allow the Agent and the Lenders to identify such
Borrower. The Agent and the Lenders may also ask to see such Borrower's legal
organizational documents or other identifying documents.

                             ARTICLE XI: THE AGENTS

         11.1. Appointment; Nature of Relationship. JPMorgan is appointed by the
Lenders as the Agent and Collateral Agent hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the Agents to act as
the contractual representative of such Lender with the rights and duties
expressly set forth herein and in the other Loan Documents. Each Agent agrees to
act as such contractual representative upon the express conditions contained in
this Article XI. Notwithstanding the use of the defined term "Agent," it is
expressly understood and agreed that the Agents shall not have any fiduciary
responsibilities to any Holder of Secured Obligations by reason of this
Agreement and that such Agent is merely acting as the representative of the
Lenders with only those duties as are expressly set forth in this Agreement and
the other Loan Documents. In its capacity as the Lenders' contractual
representative, each Agent (i) does not assume any fiduciary duties to any of
the Holders of Secured Obligations, (ii) is a "representative" of the Holders of
Secured Obligations within the meaning of Section 9-105 of the Uniform
Commercial Code and (iii) is acting as an independent contractor, the rights and
duties of which are limited to those expressly set forth in this Agreement and
the other Loan Documents. Each of the Lenders, for itself and on behalf of its
affiliates as Holders of Secured Obligations, agrees to assert no claim against
any Agent on any agency theory or any other theory of liability for breach of
fiduciary duty, all of which claims each Holder of Secured Obligations waives.

         11.2. Powers. Each Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to such Agent by the terms of
each thereof, together with such powers as are reasonably incidental thereto. No
Agent shall have any implied duties or fiduciary duties to the Lenders, or any
obligation to the Lenders to take any action hereunder or under any of the other
Loan Documents except any action specifically provided by the Loan Documents
required to be taken by such Agent.

         11.3. General Immunity. None of the Agents nor any of their directors,
officers, agents or employees shall be liable to the Borrower, the Lenders or
any Lender for any action taken or omitted to be taken by it or them hereunder
or under any other Loan Document or in connection herewith or therewith except
to the extent such action or inaction is found in a final judgment by a court of
competent jurisdiction to have arisen solely from the Gross Negligence or
willful misconduct of such Person.

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         11.4. No Responsibility for Loans, Creditworthiness, Recitals, Etc.
None of the Agents nor any of their directors, officers, agents or employees
shall be responsible for or have any duty to (a) ascertain, inquire into, or
verify (i) any statement, warranty or representation made in connection with any
Loan Document or any borrowing hereunder; (ii) the performance or observance of
any of the covenants or agreements of any obligor under any Loan Document; (iii)
the satisfaction of any condition specified in Article V, except receipt of
items required to be delivered solely to such Agent; (iv) the existence or
possible existence of any Default, (v) the validity, effectiveness or
genuineness of any Loan Document or any other instrument or writing furnished in
connection therewith or (vi) the perfection or priority of any of the Liens on
any of the Collateral or (b) disclose and shall not be liable for the failure to
disclose any information related to the Borrower or any of its Subsidiaries that
is communicated to or obtained by the bank serving as Agent or any of its
Affiliates in such capacity. None of the Agents shall be responsible to any
Lender for any recitals, statements, representations or warranties herein or in
any of the other Loan Documents, or for the execution, effectiveness,
genuineness, validity, legality, enforceability, collectibility, or sufficiency
of this Agreement or any of the other Loan Documents or the transactions
contemplated thereby, or for the financial condition of any guarantor of any or
all of the Obligations, the Borrower or any of its Subsidiaries.

         11.5. Action on Instructions of Lenders. Each Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and under
any other Loan Document in accordance with written instructions signed by the
Required Lenders (or all of the Lenders in the event that and to the extent that
this Agreement expressly requires such), and such instructions and any action
taken or failure to act pursuant thereto shall be binding on all of the Lenders
and on all owners of Loans and on all Holders of Secured Obligations. Each Agent
shall be fully justified in failing or refusing to take any action hereunder and
under any other Loan Document unless it shall first be indemnified to its
satisfaction by the Lenders pro rata against any and all liability, cost and
expense that it may incur by reason of taking or continuing to take any such
action.

         11.6. Employment of Agents and Counsel. Each Agent may execute any of
its duties as an Agent hereunder and under any other Loan Document by or through
employees, agents, and attorney-in-fact and shall not be answerable to the
Lenders, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. Each Agent shall be entitled to advice of
counsel concerning the contractual arrangement between such Agent and the
Lenders and all matters pertaining to such Agent's duties hereunder and under
any other Loan Document.

         11.7. Reliance on Documents; Counsel. Each Agent shall be entitled to
rely upon any notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by such Agent, which counsel
may be employees of such Agent.

         11.8. The Agents' and the Alternate Currency Bank's Reimbursement and
Indemnification. The Lenders agree to reimburse and indemnify the Agents and the
Alternate Currency Bank ratably in proportion to their respective Pro Rata
Shares (i) for any amounts not reimbursed by

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the Borrower for which such Agent and the Alternate Currency Bank is entitled to
reimbursement by the Borrower under the Loan Documents, (ii) for any other
expenses incurred by such Agent or the Alternate Currency Bank on behalf of the
Lenders, in connection with the preparation, execution, delivery, administration
and enforcement of the Loan Documents and (iii) for any liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed
on, incurred by or asserted against such Agent or the Alternate Currency Bank in
any way relating to or arising out of the Loan Documents or any other document
delivered in connection therewith or the transactions contemplated thereby, or
the enforcement of any of the terms thereof or of any such other documents,
provided that no Lender shall be liable for any of the foregoing to the extent
any of the foregoing is found in a final non-appealable judgment by a court of
competent jurisdiction to have arisen solely from the Gross Negligence or
willful misconduct of such Agent or the Alternate Currency Bank.

         11.9. Rights as a Lender. With respect to its Revolving Loan
Commitment, Loans made by it, and Letters of Credit issued by it, each Agent
shall have the same rights and powers hereunder and under any other Loan
Document as any Lender or Issuing Bank and may exercise the same as though it
were not an Agent, and the term "Lender" or "Lenders", "Issuing Bank" or
"Issuing Banks" shall, unless the context otherwise indicates, include the Agent
in its individual capacity. Each Agent may accept deposits from, lend money to,
and generally engage in any kind of trust, debt, equity or other transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its Subsidiaries in which such Person is not
prohibited hereby from engaging with any other Person.

         11.10. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon any Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon any Agent, the Arranger or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

         11.11. Successor Agent. Each Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right to appoint, on behalf of
the Borrower and the Lenders, a successor Agent. If no successor Agent shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within thirty days after the retiring Agent's giving notice of
resignation, then the retiring Agent may appoint, on behalf of the Borrower and
the Lenders, a successor Agent. Notwithstanding anything herein to the contrary,
so long as no Default has occurred and is continuing, each such successor Agent
shall be subject to approval by the Borrower, which approval shall not be
unreasonably withheld. Such successor Agent shall be a commercial bank having
capital and retained earnings of at least $500,000,000. Upon the acceptance of
any appointment as an Agent hereunder by a successor Agent, such successor Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder and

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under the other Loan Documents. After any retiring Agent's resignation hereunder
as an Agent, the provisions of this Article XI 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 the Agent hereunder and under the other Loan Documents.

         11.12. Guarantor and Collateral Issues. The Collateral Agent is a
"representative" of the Holders of Secured Obligations within the meaning of the
term "secured party" as defined in the Illinois Uniform Commercial Code. Each
Lender authorizes the Collateral Agent to enter into, on behalf of such Lender,
the Intercreditor Agreement and each of the Collateral Documents to which the
Collateral Agent is a party and to take all actions contemplated by such
documents. Each Lender agrees that no Holder of Secured Obligations (other than
the Collateral Agent) shall have the right individually to seek to realize upon
the security granted by any Collateral Document, it being understood and agreed
that such rights and remedies may be exercised solely by the Collateral Agent
for the benefit of the Holders of Secured Obligations upon the terms of the
Collateral Documents and the Intercreditor Agreement. In the event that any
Collateral is hereafter pledged by any Person as collateral security for the
Secured Obligations, the Collateral Agent is hereby authorized, and hereby
granted a power of attorney, to execute and deliver on behalf of the Holders of
Secured Obligations any Loan Documents necessary or appropriate to grant and
perfect a Lien on such Collateral in favor of the Collateral Agent on behalf of
the Holders of Secured Obligations. The Lenders hereby authorize the Collateral
Agent, at its option and in its discretion, to release any Subsidiary Guarantor
from it obligations under the Guaranty and to release Lien granted to or held by
the Collateral Agent upon any Collateral, in each case (i) upon termination of
the Revolving Loan Commitments and payment and satisfaction of all of the
Obligations (other than contingent indemnity obligations and Obligations in
respect of Hedging Agreements) at any time arising under or in respect of this
Agreement or the Loan Documents or the transactions contemplated hereby or
thereby; (ii) as permitted by, but only in accordance with, the terms of the
applicable Loan Document or pursuant to a transaction otherwise permitted
hereunder; or (iii) if approved, authorized or ratified in writing by the
Required Lenders, unless such release is required to be approved by all of the
Lenders hereunder. Upon request by the Collateral Agent at any time, the Lenders
will confirm in writing the Collateral Agent's authority to release particular
Subsidiary Guarantors or types or items of Collateral pursuant hereto. Upon any
sale or transfer of assets (whether constituting an entity which is a Subsidiary
Guarantor or constituting Collateral) which is permitted pursuant to the terms
of any Loan Document, or consented to in writing by the Required Lenders or all
of the Lenders, as applicable, and upon at least five Business Days' prior
written request by the Borrower to the Collateral Agent, the Collateral Agent
shall (and is hereby irrevocably authorized by the Lenders to) execute such
documents as may be necessary to evidence the release of the relevant Subsidiary
Guarantor from its obligations under the Guaranty and the release of the Liens
granted to the Collateral Agent for the benefit of the Holders of Secured
Obligations herein or pursuant hereto upon the Subsidiary Guarantor or
Collateral that was sold or transferred; provided, however, that (i) the
Collateral Agent shall not be required to execute any such document on terms
which, in the Collateral Agent's reasonable opinion, would expose the Collateral
Agent to liability or create any obligation or entail any consequence other than
the release of such Liens without recourse or warranty, and (ii) such release
shall not in any manner discharge, affect or impair the Obligations or any Liens
upon (or obligations of the Borrower or

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<PAGE>

any Subsidiary in respect of) all interests retained by the Borrower or any
Subsidiary, including (without limitation) the proceeds of the sale, all of
which shall continue to constitute part of the Collateral.

         The Borrower, on its behalf and on behalf of its Subsidiaries, and each
Lender, on its behalf and on the behalf of its affiliated Holders of Secured
Obligations, hereby irrevocably constitute the Collateral Agent as the holder of
an irrevocable power of attorney (fonde de pouvoir within the meaning of Article
2692 of the Civil Code of Quebec) in order to hold hypothecs and security
granted by the Borrower or any Subsidiary on property pursuant to the laws of
the Province of Quebec to secure obligations of the Borrower or any Subsidiary
under any bond, debenture or similar title of indebtedness issued by the
Borrower or any Subsidiary in connection with this Agreement, and agree that the
Collateral Agent may act as the bondholder and mandatary with respect to any
bond, debenture or similar title of indebtedness that may be issued by the
Borrower or any Subsidiary and pledged in favor of the Holders of Secured
Obligations in connection with this Agreement. Notwithstanding the provisions of
Section 32 of the An Act respecting the special powers of legal persons
(Quebec), the Collateral Agent may acquire and be the holder of any bond issued
by the Borrower or any Subsidiary in connection with this Agreement (i.e., the
fonde de pouvoir may acquire and hold the first bond issued under any deed of
hypothec by the Borrower or any Subsidiary).

         The Collateral Agent is hereby authorized to execute and deliver any
documents necessary or appropriate to create and perfect the rights of pledge
for the benefit of the Holders of Secured Obligations including a right of
pledge with respect to the entitlements to profits, the balance left after
winding up and the voting rights of the Borrower as ultimate parent of any
subsidiary of the Borrower which is organized under the laws of the Netherlands
and the Capital Stock of which are pledged in connection herewith (a "DUTCH
PLEDGE"). Without prejudice to the provisions of this Agreement and the other
Loan Documents, the parties hereto acknowledge and agree with the creation of
parallel debt obligations of the Borrower or any relevant Subsidiary as will be
described in any Dutch Pledge (the "PARALLEL DEBT"), including that any payment
received by the Collateral Agent in respect of the Parallel Debt will
conditionally upon such payment not subsequently being avoided or reduced by
virtue of any provisions or enactments relating to bankruptcy, insolvency,
preference, liquidation or similar laws of general application - be deemed a
satisfaction of a pro rata portion of the corresponding amounts of the Secured
Obligations, and any payment to the Holders of Secured Obligations in
satisfaction of the Secured Obligations shall - conditionally upon such payment
not subsequently being avoided or reduced by virtue of any provisions or
enactments relating to bankruptcy, insolvency, preference, liquidation or
similar laws of general application - be deemed as satisfaction of the
corresponding amount of the Parallel Debt. The parties hereto acknowledge and
agree that, for purposes of a Dutch Pledge, any resignation by the Collateral
Agent is not effective until its rights under the Parallel Debt are assigned to
the successor Collateral Agent.


                      ARTICLE XII: SETOFF; RATABLE PAYMENTS

         12.1. Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Default occurs and is continuing, any
Indebtedness from any Lender to the

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Borrower (including all account balances, whether provisional or final and
whether or not collected or available) may be offset and applied toward the
payment of the Obligations owing to such Lender, whether or not the Obligations,
or any part hereof, shall then be due.

         12.2. Ratable Payments. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Loans (other than payments received pursuant to
Sections 4.1, 4.2 or 4.4) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligation or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to the obligations owing to them. In case any such payment is
disturbed by legal process, or otherwise, appropriate further adjustments shall
be made.

         12.3. Application of Payments. Subject to the provisions of Section 9.2
and the Intercreditor Agreement, the Agent shall, unless otherwise specified at
the direction of the Required Lenders which direction shall be consistent with
the last sentence of this Section 12.3, apply all payments and prepayments in
respect of any Obligations in the following order:

         (A) first, to pay interest on and then principal of any portion of the
Loans which the Agent may have advanced on behalf of any Lender for which the
Agent has not then been reimbursed by such Lender or the Borrower;

         (B) second, to pay interest on and then principal of any advance made
under Section 10.3 for which the Agent has not then been paid by the Borrower or
reimbursed by the Lenders;

         (C) third, to pay Obligations in respect of any fees, expenses,
reimbursements or indemnities then due to the Agent;

         (D) fourth, to pay Obligations in respect of any fees, expenses,
reimbursements or indemnities then due to the Lenders and the issuer(s) of
Letters of Credit;

         (E) fifth, to pay interest due in respect of Swing Line Loans;

         (F) sixth, to pay interest due in respect of Loans (other than Swing
Line Loans) and L/C Obligations;

         (G) seventh, to the ratable payment or prepayment of principal
outstanding on Swing Line Loans;

         (H) eighth, to the ratable payment or prepayment of principal
outstanding on Loans (other than Swing Line Loans), Reimbursement Obligations
and Hedging Obligations under Hedging Agreements in such order as the Agent may
determine in its sole discretion;

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         (I) ninth, to provide required cash collateral, if required pursuant to
Section 3.11 and

         (J) tenth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Borrower, all principal payments in respect
of Loans (other than Swing Line Loans) shall be applied first, to repay
outstanding Floating Rate Loans, and then to repay outstanding Eurocurrency Rate
Loans with those Eurocurrency Rate Loans which have earlier expiring Interest
Periods being repaid prior to those which have later expiring Interest Periods.
The order of priority set forth in this Section 12.3 and the related provisions
of this Agreement are set forth solely to determine the rights and priorities of
the Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of
Credit as among themselves. The order of priority set forth in clauses (D)
through (J) of this Section 12.3 may at any time and from time to time be
changed by the Required Lenders without necessity of notice to or consent of or
approval by the Borrower, or any other Person; provided, that the order of
priority of payments in respect of Swing Line Loans may be changed only with the
prior written consent of the Swing Line Bank. The order of priority set forth in
clauses (A) through (C) of this Section 12.3 may be changed only with the prior
written consent of the Agent.

         12.4. Relations Among Lenders.

         (A) Except with respect to the exercise of set-off rights of any Lender
in accordance with Section 12.1, the proceeds of which are applied in accordance
with this Agreement, and except as set forth in the following sentence, each
Lender agrees that it will not take any action, nor institute any actions or
proceedings, against the Borrower or any other obligor hereunder or with respect
to any Loan Document, without the prior written consent of the Required Lenders
or, as may be provided in this Agreement or the other Loan Documents, at the
direction of the Agent.

         (B) The Lenders are not partners or co-venturers, and no Lender shall
be liable for the acts or omissions of, or (except as otherwise set forth herein
in case of the Agent) authorized to act for, any other Lender. The Agent shall
have the exclusive right on behalf of the Lenders to enforce on the payment of
the principal of and interest on any Loan after the date such principal or
interest has become due and payable pursuant to the terms of this Agreement.

         ARTICLE XIII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         13.1. Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers, the
Agent and the Lenders and their respective successors and assigns permitted
hereby, except that (i) no Borrower shall have the right to assign its rights or
obligations under the Loan Documents without the prior written consent of all of
the Lenders, (ii) any assignment by any Lender must be made in compliance with
Section 13.3, and (iii) any transfer by Participants must be made in compliance
with Section 13.2. Any attempted assignment or transfer by any party not made in
compliance with this

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Section 13.1 shall be null and void, unless such attempted assignment or
transfer is treated as a participation in accordance with Section 13.3. The
parties to this Agreement acknowledge that clause (ii) of this Section 13.1
relates only to absolute assignments and this Section 13.1 does not prohibit
assignments creating security interests, including, without limitation, (x) any
pledge or assignment by any Lender of all or any portion of its rights under
this Agreement and any promissory note issued hereunder to a Federal Reserve
Bank, (y) in the case of a Lender which is a fund or commingled investment
vehicle that invests in commercial loans in the ordinary course of business may
at any time, without the consent of any Borrower or the Agent, any pledge or
assignment of all or any portion of its rights under this Agreement and any
promissory note issued hereunder to its trustee or other representative of
holders of obligations owed or securities issued by such Lender as collateral to
secure such obligations or (z) any pledge or assignment by any Lender of all or
any portion of its rights under this Agreement and any promissory note issued
hereunder to direct or indirect contractual counterparties in swap agreements
relating to the Loans; provided, however, that no such pledge or assignment
creating a security interest shall release the transferor Lender from its
obligations hereunder unless and until the parties thereto have complied with
the provisions of Section 13.3. The Agent may treat each Lender as the owner of
the Loans made by such Lender hereunder for all purposes hereof unless and until
such Lender complies with Section 13.3; provided, however, that the Agent may in
its discretion (but shall not be required to) follow instructions from the
Lender which made any Loan or which holds any promissory note issued hereunder
to direct payments relating to such Loan or promissory note issued hereunder to
another Person. Any assignee or transferee of the rights to a Loan, Revolving
Loan Commitment, L/C Interest or any other interest of a Lender under the Loan
Documents agrees by acceptance thereof to be bound by all the terms and
provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of any Loan, shall be conclusive and binding on any
subsequent owner, transferee or assignee of such Loan.

         13.2. Participations.

         (A) Permitted Participants; Effect. Subject to the terms set forth in
this Section 13.2, any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("PARTICIPANTS") participating interests in any Obligations or Loans
owing to such Lender, any promissory note issued hereunder held by such Lender,
any Revolving Loan Commitment of such Lender any L/C Interest of such Lender or
any other interest of such Lender under the Loan Documents on a pro rata or
non-pro rata basis. Notice of such participation to the Borrower and the Agent
shall be required prior to any participation becoming effective with respect to
a Participant which is not a Lender or an Affiliate thereof. In the event of any
such sale by a Lender of participating interests to a Participant, such Lender's
obligations under the Loan Documents shall remain unchanged, such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, such Lender shall remain the owner of the Obligations or Loans
owing to such Lender and the holder of any promissory note issued to it
hereunder in evidence thereof for all purposes under the Loan Documents, all
amounts payable by the Borrowers under this Agreement shall be determined as if
such Lender had not sold such participating interests, and the Borrowers and the
Agent shall continue to deal

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solely and directly with such Lender in connection with such Lender's rights and
obligations under the Loan Documents, except that, for purposes of Article IV
hereof, the Participants shall be entitled to the same rights as if they were
Lenders.

         (B) Voting Rights. Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Loan, Letter of Credit or Revolving Loan Commitment
in which such Participant has an interest which forgives principal, interest or
fees or reduces the interest rate or fees payable pursuant to the terms of this
Agreement with respect to any such Loan or Revolving Loan Commitment, postpones
any date fixed for any regularly-scheduled payment of principal of, or interest
or fees on, any such Loan or Revolving Loan Commitment.

         (C) Benefit of Certain Provisions. Each Borrower agrees that each
Participant shall be deemed to have the right of setoff provided in Section 12.1
in respect of its participating interest in amounts owing under the Loan
Documents to the same extent as if the amount of its participating interest were
owing directly to it as a Lender under the Loan Documents, provided that each
Lender shall retain the right of setoff provided in Section 12.1 with respect to
the amount of participating interests sold to each Participant except to the
extent such Participant exercises its right of setoff. The Lenders agree to
share with each Participant, and each Participant, by exercising the right of
setoff provided in Section 12.1, agrees to share with each Lender, any amount
received pursuant to the exercise of its right of setoff, such amounts to be
shared in accordance with Section 12.2 as if each Participant were a Lender.
Each Borrower further agrees that each Participant shall be entitled to the
benefits of Article IV to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to Section 13.3, provided that (i)
a Participant shall not be entitled to receive any greater payment under Article
IV than the Lender who sold the participating interest to such Participant would
have received had it retained such interest for its own account, unless the sale
of such interest to such Participant is made with the prior written consent of
the Borrower and (ii) any Participant not incorporated under the laws of the
United States of America or any State thereof agrees to comply with the
provisions of Article IV to the same extent as if it were a Lender.

         13.3. Assignments.

         (A) Permitted Assignments. Any Lender may, in the ordinary course of
its business and in accordance with applicable law, at any time assign to one or
more banks or other entities ("PURCHASERS") all or a portion of its rights and
obligations under the Loan Documents. Such assignment shall be evidenced by an
agreement substantially in the form of Exhibit D or in such other form as may be
agreed to by the parties thereto (each such agreement, an "ASSIGNMENT
AGREEMENT"). Each such assignment with respect to a Purchaser which is not a
Lender, an Affiliate of a Lender or an Approved Fund shall, unless otherwise
consented to in writing by the Agent and, so long as no Default has occurred and
is continuing, the Borrower, either be in an Revolving Loan Commitment of, and
Obligations owing to, the assigning Lender or (unless each of the Borrower and
the Agent otherwise consents) be in an aggregate amount equal to the lesser of
(i) the entire applicable Revolving

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Loan Commitment and Obligations held by such Lender hereunder and (ii)
$5,000,000. The amount of the assignment shall be based on the Revolving Loan
Commitment and Obligations subject to the assignment, determined as of the date
of such assignment or as of the "Trade Date," if the "Trade Date" is specified
in the Assignment Agreement.

         (B) Consents. The consent of the Borrower shall be required prior to an
assignment becoming effective unless the Purchaser is a Lender, an Affiliate of
a Lender or an Approved Fund, provided that the consent of the Borrower shall
not be required if (i) if a Default or Unmatured Default has occurred and is
continuing, (ii) in connection with any pledge or assignment by any Lender of
all or any portion of its rights under this Agreement and any Note to a Federal
Reserve Bank or (iii) if such assignment is in connection with the physical
settlement of any Lender's obligations to direct or indirect contractual
counterparties in swap agreements relating to the Loans and/or Letters of
Credit. The consent of the Agent and the Issuing Bank shall be required prior to
an assignment becoming effective. Any consent required under this Section
13.3(B) shall not be unreasonably withheld or delayed.

         (C) Effect; Effective Date. Upon (i) delivery to the Agent and the
Alternate Currency Bank of an Assignment Agreement, together with any consents
required by Sections 13.3(A) and 13.3(B), and (ii) payment of a $3,500 fee by
the assignee or the assignor (as agreed) to the Agent for processing such
assignment (unless such fee is waived by the Agent or unless such assignment is
made to such assigning Lender's Affiliate), such assignment shall become
effective on the effective date specified in such assignment. The Assignment
Agreement shall contain a representation and warranty by the Purchaser to the
effect that none of the funds, money, assets or other consideration used to make
the purchase and assumption of the applicable Commitment and Obligations under
the applicable Assignment Agreement constitutes "plan assets" as defined under
ERISA and that the rights, benefits and interests of the Purchaser, if not
already a Lender, in and under the Loan Documents will not be "plan assets"
under ERISA. On and after the effective date of such assignment, such Purchaser
shall for all purposes be a Lender party to this Agreement and any other Loan
Document executed by or on behalf of the Lenders and shall have all the rights,
benefits and obligations of a Lender under the Loan Documents, to the same
extent as if it were an original party thereto, and the transferor Lender shall
be released with respect to the applicable Revolving Loan Commitment and
Obligations assigned to such Purchaser without any further consent or action by
the Borrowers, the Alternate Currency Bank, the Lenders or the Agent. In the
case of an assignment covering all of the assigning Lender's rights, benefits
and obligations under this Agreement, such Lender shall cease to be a Lender
hereunder but shall continue to be entitled to the benefits of, and subject to,
those provisions of this Agreement and the other Loan Documents which survive
payment of the Obligations and termination of the Loan Documents. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this Section 13.3 shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with Section 13.2. Upon the consummation of any
assignment to a Purchaser pursuant to this Section 13.3(C), the transferor
Lender, the Agent and the Borrowers shall, if the transferor Lender or the
Purchaser desires that its Loans be evidenced

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by promissory notes, make appropriate arrangements so that, upon cancellation
and surrender to the Borrowers of the previously issued promissory notes (if
any) held by the transferor Lender, new promissory notes issued hereunder or, as
appropriate, replacement promissory notes are issued to such transferor Lender,
if applicable, and new promissory notes or, as appropriate, replacement
promissory notes, are issued to such Purchaser, in each case in principal
amounts reflecting their respective Revolving Loan Commitments (or, if the
Revolving Loan Termination Date has occurred, their respective Obligations), as
adjusted pursuant to such assignment. Notwithstanding anything to the contrary
herein, no Borrower shall, at any time, be obligated to make payments under
Section 2.15(E) to any Lender that is an assignee or transferee any sum in
excess of the sum which such Borrower would have been obligated to pay to the
Lender that is an assignor or transferor had such assignment or transfer not
been effected.

         (D) The Register. The Agent, acting solely for this purpose as an Agent
of the Borrowers (and the Borrowers hereby designate the Agent to act in such
capacity), shall maintain at one of its offices in Chicago, Illinois a copy of
each Assignment Agreement delivered to it and a register (the "REGISTER") for
the recordation of the names and addresses of the Lenders, and the Revolving
Loan Commitment of, and principal amounts of and interest on the Loans owing to,
each Lender pursuant to the terms hereof from time to time and whether such
Lender is an original Lender or the assignee of another Lender pursuant to an
assignment under this Section 13.3. The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the
Borrower, each of its Subsidiaries, the Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

         13.4. Confidentiality. Subject to Section 13.5, the Agent and the
Lenders and their respective representatives shall hold all nonpublic
information obtained pursuant to the requirements of this Agreement and
identified as such by the Borrower in accordance with such Person's customary
procedures for handling confidential information of this nature and in
accordance with safe and sound commercial lending or investment practices and in
any event may make disclosure reasonably required by a prospective Transferee in
connection with the contemplated participation or assignment or as required or
requested by any Governmental Authority or any securities exchange or similar
self-regulatory organization or representative thereof or pursuant to a
regulatory examination or legal process, or to any direct or indirect
contractual counterparty in swap agreements or such contractual counterparty's
professional advisor, and shall require any such Transferee to agree (and
require any of its Transferees to agree) to comply with this Section 13.4. In no
event shall the Agent or any Lender be obligated or required to return any
materials furnished by the Borrower; provided, however, each prospective
Transferee shall be required to agree that if it does not become a participant
or assignee it shall return all materials furnished to it by or on behalf of the
Borrower in connection with this Agreement.

         13.5. Dissemination of Information. The Borrower authorizes each Lender
to disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by

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operation of law (each a "TRANSFEREE") and any prospective Transferee any and
all information in such Lender's possession concerning the Borrower and its
Subsidiaries; provided that prior to any such disclosure, such prospective
Transferee shall agree to preserve in accordance with Section 13.4 the
confidentiality of any confidential information described therein.

         13.6. Tax Certifications. If any interest in any Loan Document is
transferred to any Transferee which is not incorporated under the laws of the
United States or any State thereof, the transferor Lender shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply with
the provisions of Section 2.15(E) and Article IV.

                              ARTICLE XIV: NOTICES

         14.1. Giving Notice. Except as otherwise permitted by Section 2.14 with
respect to Borrowing/Conversion/Continuation Notices, all notices and other
communications provided to any party hereto under this Agreement or any other
Loan Documents shall be in writing or by telex or by facsimile and addressed or
delivered to such party at its address set forth below its signature hereto or
at such other address as may be designated by such party in a notice to the
other parties. Any notice, if mailed and properly addressed with postage
prepaid, shall be deemed given when received; any notice, if transmitted by
telex or facsimile, shall be deemed given when transmitted (answer back
confirmed in the case of telexes).

         14.2. Change of Address. The Borrower, the Agent and any Lender may
each change the address for service of notice upon it by a notice in writing to
the other parties hereto.

                            ARTICLE XV: COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrower, the
Agent and the Lenders and each party has notified the Agent by telex or
telephone, that it has taken such action.

                         ARTICLE XVI: BORROWER GUARANTEE

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         In order to induce the Lenders and the Alternate Currency Banks to
extend credit hereunder, the Borrower fully and unconditionally and irrevocably
guarantees, as a primary obligor and not merely as a surety, the Obligations
attributable to any Alternate Currency Borrower (including, without limitation,
interest accruing hereunder after the commencement of any case under the United
States Bankruptcy Code or any other bankruptcy-related rules or legislation in
any country in which any Alternate Currency Borrower is organized, whether or
not allowed as a claim in such case) (the "BORROWER GUARANTEED OBLIGATIONS").
The obligations of the Borrower under this Article XVI are referred to as the
"BORROWER GUARANTEE". The Borrower further agrees that the Borrower Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice to
or further assent from it, and that it will remain bound upon the Borrower
Guarantee hereunder notwithstanding any such extension or renewal of the
Borrower Guaranteed Obligations.

         The Borrower waives presentment to, demand of payment from and protest
to any Alternate Currency Borrower of any of the Borrower Guaranteed
Obligations, and also waives notice of acceptance of its obligations and notice
of protest for nonpayment. The obligations of the Borrower hereunder shall not
be affected by the failure of any Lender, any Alternate Currency Bank or any
Agent to assert any claim or demand or to enforce any right or remedy against
any Alternate Currency Borrower under the provisions of this Agreement, any
Alternate Currency Addendum or any of the other Loan Documents or otherwise, or,
except as specifically provided therein, by any rescission, waiver, amendment or
modification of any of the terms or provisions of this Agreement, any Alternate
Currency Addendum, any of the other Loan Documents or any other agreement.

         The Borrower further agrees that its Borrower Guarantee hereunder
constitutes a promise of payment when due and not merely of collection, and
waives any right to require that any resort be had by any Lender or any
Alternate Currency Bank to any balance of any deposit account or credit on the
books of any Lender or any Alternate Currency Bank in favor of any Alternate
Currency Borrower or any other person.

         The Borrower agrees that its obligations under this Borrower Guarantee
shall be unconditional, irrespective of:

                  (i) the validity, enforceability, avoidance, novation or
         subordination of any of the Borrower Guaranteed Obligations or any of
         the Loan Documents;

                  (ii) the absence of any attempt by, or on behalf of, any
         Lender, any Alternate Currency Bank or any Agent to collect, or to take
         any other action to enforce, all or any part of the Borrower Guaranteed
         Obligations whether from or against any Alternate Currency Borrower,
         any other guarantor of the Borrower Guaranteed Obligations or any other
         Person;

                  (iii) the election of any remedy by, or on behalf of, any
         Lender, any Alternate Currency Bank or any Agent with respect to all or
         any part of the Borrower Guaranteed Obligations;

                                      114
<PAGE>

                  (iv) the waiver, consent, extension, forbearance or granting
         of any indulgence by, or on behalf of, any Lender, any Alternate
         Currency Bank or any Agent with respect to any provision of any of the
         Loan Documents;

                  (v) the failure of any Agent to take any steps to perfect and
         maintain its security interest in, or to preserve its rights to, any
         security or collateral for the Borrower Guaranteed Obligations;

                  (vi) the election by, or on behalf of, any one or more of the
         Lenders, Alternate Currency Banks or any Agent in any proceeding
         instituted under Chapter 11 of Title 11 of the United States Code (11
         U.S.C. 101 et seq.) (the "BANKRUPTCY CODE") or other bankruptcy-related
         rules or legislation in any country in which a Borrower is organized,
         of the application of Section 1111(b)(2) of the Bankruptcy Code;

                  (vii) any borrowing or grant of a security interest by any
         Alternate Currency Borrower, as debtor-in-possession, under Section 364
         of the Bankruptcy Code or any other bankruptcy-related rules or
         regulations in any country in which an Alternate Currency Borrower is
         organized;

                  (viii) the disallowance, under Section 502 of the Bankruptcy
         Code or any other bankruptcy-related rules or regulations in any
         country in which a Borrower is organized, of all or any portion of the
         claims of any of the Lenders, the Alternate Currency Banks or any Agent
         for repayment of all or any part of the Borrower Guaranteed
         Obligations; or

                  (ix) any other circumstance which might otherwise constitute a
         legal or equitable discharge or defense of any Alternate Currency
         Borrower or any Guarantor.

         The obligations of the Borrower hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason, and shall not
be subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever, by reason of the invalidity, illegality or unenforceability of the
Borrower Guaranteed Obligations, any impossibility in the performance of the
Borrower Guaranteed Obligations or otherwise. The Lenders and the Alternate
Currency Banks, either themselves or acting through the Agents, are authorized,
without notice or demand and without affecting the liability of the Borrower
hereunder, from time to time, (a) to renew, extend, accelerate or otherwise
change the time for payment of, or other terms relating to, all or any part of
the Borrower Guaranteed Obligations, or to otherwise modify, amend or change the
terms of any of the Loan Documents; (b) to accept partial payments on all or any
part of the Borrower Guaranteed Obligations; (c) to take and hold security or
collateral for the payment of all or any part of the Borrower Guaranteed
Obligations, this Borrower Guarantee, or any other guaranties of all or any part
of the Borrower Guaranteed Obligations, (d) to exchange, enforce, waive and
release any such security or collateral; (e) to apply such security or
collateral and direct the order or manner of sale thereof as in their discretion
they may determine; (f) to settle, release, exchange, enforce, waive, compromise
or collect or otherwise liquidate all or any part of the Borrower Guaranteed
Obligations, this Borrower Guarantee, any other guaranty of all or any part of
the Borrower Guaranteed

                                      115
<PAGE>

Obligations, and any security or collateral for the Borrower Guaranteed
Obligations or for any such guaranty.

         The Borrower consents and agrees that none of the Lenders, the
Alternate Currency Banks, the Agents or any Person acting for or on behalf of
the Lenders, the Alternate Currency Banks or the Agents shall be under any
obligation to marshall any assets in favor of the Borrower or against or in
payment of any or all of the Borrower Guaranteed Obligations. The Borrower
further agrees that, to the extent that any Alternate Currency Borrower, any
Subsidiary Guarantor or any other guarantor of all or any part of the Borrower
Guaranteed Obligations makes a payment or payments to any Lender, any Alternate
Currency Bank or any Agent, or any Lender, any Alternate Currency Bank or any
Agent receives any proceeds of collateral for all or any part of the Borrower
Guaranteed Obligations, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to any Alternate Currency Borrower, the Borrower,
such other guarantor or any other Person, or their respective estates, trustees,
receivers or any other party, under any bankruptcy law, state, provincial or
federal law, common law or equitable cause, then, to the extent of such payment
or repayment, the part of the Borrower Guaranteed Obligations which has been
paid, reduced or satisfied by such amount shall be reinstated and continued in
full force and effect as of the time immediately preceding such initial payment,
reduction or satisfaction.

         In furtherance of the foregoing and not in limitation of any other
right which any Agent, any Alternate Currency Borrower or any Lender may have at
law or in equity against the Borrower by virtue hereof, upon the failure of any
Alternate Currency Borrower to pay any of the Borrower Guaranteed Obligations
when and as the same shall become due, whether at maturity, by acceleration,
after notice of prepayment or otherwise, the Borrower promises to and will, upon
receipt of written demand by any Agent, forthwith pay, or cause to be paid, in
cash, the amount of such unpaid Borrower Guaranteed Obligations. The Borrower
further agrees that if payment in respect of any of the Borrower Guaranteed
Obligations owed to any Lender or any Alternate Currency Bank shall be due in a
currency other than Dollars and/or at a place of payment other than as
designated in this Agreement or any Alternate Currency Addendum and if, by
reason of any change in law, disruption of currency or foreign exchange markets,
war or civil disturbance or other event, payment of such Borrower Guaranteed
Obligations in such currency or such place of payment shall be impossible or, in
the judgment of such Lender or Alternate Currency Bank, not consistent with the
protection of its rights or interests, then, at the election of such Lender or
Alternate Currency Bank, the Borrower shall make payment of such Borrower
Guaranteed Obligation in Dollars (based upon the applicable exchange rate in
effect on the date of payment) and/or in the applicable place designated in this
Agreement or the applicable Alternate Currency Addendum, and shall indemnify
such Lender or Alternate Currency Bank against any losses or expenses that it
shall sustain as a result of such alternative payment.

         Until the Borrower Guaranteed Obligations shall have been fully and
indefeasibly paid (in cash) and discharged and this Agreement and all financing
arrangements between any Alternate Currency Borrower, the Agent, the Alternate
Currency Banks and the Lenders shall have been terminated, the Borrower (i)
shall have no right of subrogation with respect to such Borrower Guaranteed
Obligations and (ii) waives any right to enforce any remedy which the Lenders,
the Alternate Currency Banks or any Agent (or any of them) now have or may
hereafter

                                      116
<PAGE>

have against any Alternate Currency Borrower, any endorser or any guarantor of
all or any part of the Borrower Guaranteed Obligations or any other Person, and
the Borrower waives any benefit of, and any right to participate in, any
security or collateral given to the Lenders, the Alternate Currency Banks and
any Agent (or any of them) to secure the payment or performance of all or any
part of the Borrower Guaranteed Obligations or any other liability of any
Alternate Currency Borrower to the Lenders, the Alternate Currency Banks or any
Agent (or any of them).

         This Borrower Guarantee shall continue in full force and effect and may
not be terminated or otherwise revoked until the Borrower Guaranteed Obligations
shall have been fully and indefeasibly paid (in cash) and discharged and this
Agreement and all financing arrangements between any Alternate Currency
Borrower, the Agents, the Alternate Currency Banks and the Lenders shall have
been terminated. If, notwithstanding the foregoing, the Borrower shall have any
right under applicable law to terminate or revoke this Borrower Guarantee, the
Borrower agrees that such termination or revocation shall not be effective until
a written notice of such revocation or termination, specifically referring
hereto, signed by Borrower, is actually received by the Agent. Such notice shall
not affect the right and power of any of the Lenders, the Alternate Currency
Banks or the Agents to enforce rights arising prior to receipt thereof by the
Agent. If any Lender or any Alternate Currency Bank grants loans or takes other
action after the Borrower terminates or revokes this Borrower Guarantee but
before the Agent receives such written notice, the rights of such Lender with
respect thereto shall be the same as if such termination or revocation had not
occurred.



                  [Remainder of This Page Intentionally Blank]

                                      117
<PAGE>

         IN WITNESS WHEREOF, the Borrower, the Lenders and the Agents have
executed this Agreement as of the date first above written.



                                         SCHAWK, INC., as the Borrower


                                         By: /s/ James Patterson
                                             -----------------------------------
                                             Name:  James Patterson
                                             Title: Senior Vice President and
                                                    Chief Financial Officer

                                         Address:  165 North River Road
                                         Des Plaines, Illinois  60018

                                         Attention:  Chief Financial Officer
                                         Telephone No.:  (847) 827-9494 ext. 235
                                         Facsimile No.:  (847) 827-7770





                       Signature Page to Credit Agreement
                                  Schawk, Inc.
                                  January 2005

<PAGE>



                                         JPMORGAN CHASE BANK, N.A.,
                                         as Agent, as Swing Line Lender,
                                         as Issuing Bank and as a Lender

                                         By: /s/ George A. Reimnitz
                                             -----------------------------------
                                             Name:  George A. Reimnitz
                                             Title: First Vice President

                                         Address:
                                         1 Bank One Plaza
                                         Chicago, Illinois  60670

                                         Attention:
                                         Telephone No.:
                                         Facsimile No.:



                                         JPMORGAN CHASE BANK, N.A.,
                                         as Collateral Agent

                                         By: /s/ George A. Reimnitz
                                             -----------------------------------
                                             Name:  George A. Reimnitz
                                             Title: First Vice President

                                         Address:
                                         1 Bank One Plaza
                                         Chicago, Illinois  60670

                                         Attention:
                                         Telephone No.:
                                         Facsimile No.:





                       Signature Page to Credit Agreement
                                  Schawk, Inc.
                                  January 2005

<PAGE>



                                         BANK OF AMERICA, N.A.,
                                         AS A LENDER


                                         By: /s/ Adam Goettsche
                                             -----------------------------------
                                             Name:  Adam Goettsche
                                             Title: Vice President

                                         Address:

                                         231 S. LaSalle Street
                                         IL1-231-0640
                                         Chicago, IL  60697

                                         Attention:
                                         Telephone No.:
                                         Facsimile No.:





                       Signature Page to Credit Agreement
                                  Schawk, Inc.
                                  January 2005

<PAGE>

                                         THE NORTHERN TRUST COMPANY,
                                         AS A LENDER


                                         By: /s/ Gregg M. Lunceford
                                             -----------------------------------
                                             Name:  Gregg M. Lunceford
                                             Title: Vice President

                                         Address:

                                         50 S. LaSalle Street
                                         Chicago, IL  60603

                                         Attention:
                                         Telephone No.:
                                         Facsimile No.:





                       Signature Page to Credit Agreement
                                  Schawk, Inc.
                                  January 2005

<PAGE>

                                         WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                         AS A LENDER


                                         By: /s/ Rhomes Ritter
                                             -----------------------------------
                                             Name:  Rhomes Ritter
                                             Title: Vice President

                                         Address:




                                         Attention:
                                         Telephone No.:
                                         Facsimile No.:





                       Signature Page to Credit Agreement
                                  Schawk, Inc.
                                  January 2005

<PAGE>

                                         ASSOCIATED BANK, N.A.,
                                         AS A LENDER


                                         By: /s/ Thomas E. O'Hare
                                             -----------------------------------
                                             Name:  Thomas E. O'Hare
                                             Title: Vice President

                                         Address:




                                         Attention:
                                         Telephone No.:
                                         Facsimile No.:






                       Signature Page to Credit Agreement
                                  Schawk, Inc.
                                  January 2005