<PAGE>

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


                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                         Dated as of September 2, 2003

                                      among

                               JARDEN CORPORATION
                                as the Borrower,

                             BANK OF AMERICA, N.A.,
          as Administrative Agent, Swing Line Lender and an L/C Issuer,

                       CANADIAN IMPERIAL BANK OF COMMERCE,
                              as Syndication Agent,

                          NATIONAL CITY BANK OF INDIANA
                                       and
                              FLEET NATIONAL BANK,
                           as Co-Documentation Agents

                                       and

                            The Lenders Party Hereto



                         BANC OF AMERICA SECURITIES LLC

                                       and

                            CIBC WORLD MARKETS CORP.,
                                       as
                     Co-Lead Arrangers and Co-Book Managers




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






<PAGE>


                      AMENDED AND RESTATED CREDIT AGREEMENT

         This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered
into as of September 2, 2003, among JARDEN CORPORATION, a Delaware corporation
(the "Borrower"), each lender from time to time party hereto (collectively, the
"Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and an L/C Issuer, CANADIAN IMPERIAL
BANK OF COMMERCE, as Syndication Agent, and NATIONAL CITY BANK OF INDIANA and
FLEET NATIONAL BANK, as Co-Documentation Agents.

         WHEREAS, the Borrower (previously known as Alltrista Corporation), the
Administrative Agent and certain of the Lenders are party to that certain Credit
Agreement dated as of April 24, 2002 (as amended to (but excluding) the date
hereof, the "Existing Agreement"), pursuant to which certain of the Lenders have
agreed to make available to the Borrower a revolving credit facility in the
maximum aggregate principal amount at any time outstanding of up to $70,000,000,
including a letter of credit facility of up to $15,000,000 for the issuance of
standby and commercial letters of credit and a swing line facility of up to
$10,000,000, and have made available to the Borrower a term loan facility in the
initial aggregate principal amount of $50,000,000, which was increased by an
additional advance of $10,000,000 on the date of the Term Loan A Amendment (as
defined below); and

         WHEREAS, the Borrower has requested that the Administrative Agent and
the Lenders amend and restate the Existing Agreement to (i) provide for a new
term loan facility in an aggregate maximum principal amount of up to
$150,000,000 (subject to further adjustment herein provided), the advance of
which shall be made upon the occurrence of certain events described herein, and
(ii) amend certain covenants therein and to make certain other amendments
thereto; and

         WHEREAS, the parties hereto are willing to amend and restate the
Existing Agreement and to make and continue to make certain term loan, revolving
credit, letter of credit and swing line facilities available to the Borrower
upon the terms and conditions set forth herein;

         NOW, THEREFORE, the parties hereto hereby agree as follows:

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         1.01     AMENDMENT AND RESTATEMENT.

         (a) The Borrower, each Guarantor, the Administrative Agent and the
Lenders hereby agree that upon the effectiveness of this Agreement, the terms
and provisions of the Existing Agreement that in any manner govern or evidence
the Obligations, the rights and interests of the Administrative Agent and the
Lenders, in any of their respective capacities, and any terms, conditions or
matters related to any thereof, shall be and hereby are amended and restated in
their entirety by the terms, conditions and provisions of this Agreement, and
the terms and provisions of the Existing Agreement, except as otherwise
expressly provided herein, shall be superseded



                                       3



<PAGE>

by this Agreement; provided that all consents and waivers obtained in connection
with the Existing Agreement shall continue in full force and effect and be
applicable to this Agreement.

         (b) Notwithstanding this amendment and restatement of the Existing
Agreement, including anything in this Section 1.01, and certain of the related
"Loan Documents" as defined in the Existing Agreement (the "Prior Loan
Documents"), (i) all of the indebtedness, liabilities and obligations owing by
the Borrower under the Existing Agreement and other Prior Loan Documents shall
continue as Obligations hereunder, (ii) each of this Agreement and the Notes and
the other Loan Documents is given as a substitution or supplement of, as the
case may be, and not as a payment of, the indebtedness, liabilities and
obligations of the Borrower and the Guarantors under the Existing Agreement or
any Prior Loan Document and is not intended to constitute a novation thereof or
of any of the other Prior Loan Documents, and (iii) certain of the Prior Loan
Documents will remain in full force and effect, as set forth in this Agreement.
Upon the effectiveness of this Agreement, all Loans owing by the Borrower and
outstanding under the Existing Agreement shall continue as Loans hereunder. Base
Rate Loans under the Existing Agreement shall continue to accrue interest at the
Base Rate hereunder and the parties hereto agree that the Interest Periods for
all Eurodollar Rate Loans outstanding under the Existing Agreement on the
Closing Date shall remain in effect without renewal, interruption or extension
as Eurodollar Rate Loans under this Agreement and shall continue to accrue
interest at the Eurodollar Rate plus the Applicable Margin hereunder.

         1.02 DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings set forth below:

         "Acquisition" means the acquisition of (i) a controlling equity or
other ownership interest in another Person (including the purchase of an option,
warrant or convertible or similar type security to acquire such a controlling
interest at the time it becomes exercisable by the holder thereof), whether by
purchase of such equity or other ownership interest or upon exercise of an
option or warrant for, or conversion of securities into, such equity or other
ownership interest, or (ii) assets of another Person which constitute all or any
material part of the assets of such Person or of a line or lines of business
conducted by such Person.

         "Acquisition Adjustments" means the adjustments to certain financial
terms and computations more particularly described in Section 1.04(c).

         "Administrative Agent" means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

         "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 10.02, or such
other address or account as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.

         "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto. A Person shall be deemed to be
Controlled by



                                       4


<PAGE>


another Person if such other Person possesses, directly or indirectly, power to
vote 10% or more of the securities having ordinary voting power for the
election of directors or managing general partners.

         "Agent/Arranger Fee Letter" means that certain fee letter dated as of
August 15, 2003 by and among Bank of America, the Arrangers and the Borrower
relating to certain fees payable by the Borrower in connection with this
Agreement and the transactions contemplated hereby, as amended.

         "Agent-Related Persons" means the Administrative Agent (including any
successor administrative agent), together with its Affiliates (including, in the
case of Bank of America in its capacity as the Administrative Agent, BAS), and
the officers, directors, employees, agents and attorneys-in-fact of such Persons
and Affiliates.

         "Aggregate Commitments" means, as at the date of determination thereof,
the sum of (a) the Aggregate Revolving Credit Commitments at such date plus (b)
the Outstanding Amount with respect to the Term Loan A at such date, plus (c)
the Outstanding Amount with respect to the Term Loan B at such date.

         "Aggregate Revolving Credit Commitments" means, as at the date of
determination thereof, the sum of all Revolving Credit Commitments of all
Revolving Lenders at such date.

         "Agreement" means this Credit Agreement.

         "Applicable Margin" means (a) 2.75% per annum with respect to
Eurodollar Rate Segments of the Term Loan B, (b) 1.75% per annum with respect to
Base Rate Segments of the Term Loan B, and (c) with respect to Revolving Loans,
the Term Loan A and the Commitment Fee, from time to time, the following
percentages per annum, based upon the Total Leverage Ratio as set forth below:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                            EURODOLLAR RATE
                                                           LOANS AND LETTER                             COMMITMENT
PRICING LEVEL            TOTAL LEVERAGE RATIO               OF CREDIT FEES      BASE RATE LOANS             FEE
-------------            --------------------               --------------      ---------------             ---
---------------------------------------------------------------------------------------------------------------------
<S>            <C>                                        <C>                  <C>                 <C>
      1        Greater than 3.00 to 1.00                         2.75%               1.50%              0.500%
      2        Less than or equal to 3.00 to 1.00, but           2.50%               1.25%              0.500%
               greater than 2.50 to 1.00
      3        Less than or equal to 2.50 to 1.00, but           2.25%               1.00%              0.500%
               greater than 2.00 to 1.00
      4        Less than or equal to 2.00 to 1.00                2.00%               0.75%              0.375%
---------------------------------------------------------------------------------------------------------------------
</TABLE>

         The Applicable Margin with respect to Revolving Loans, the Term Loan A
and the Commitment Fee shall be established at the end of each fiscal quarter of
the Borrower (each, a "Determination Date"). Any change in such Applicable
Margin following each Determination Date shall be determined based upon the
computation of the Total Leverage Ratio set forth in each Compliance Certificate
furnished to the Administrative Agent pursuant to Section 6.02(b),



                                       5




<PAGE>




subject to review and approval of such computation by the Administrative Agent,
and shall be effective commencing on the third Business Day following the date
such Compliance Certificate is received until the third Business Day following
the date on which a new Compliance Certificate is delivered or is required to be
delivered, whichever shall first occur. From the Closing Date to the third
Business Day following the date the Compliance Certificate for the fiscal period
ended as at the first Determination Date is delivered or is required to be
delivered (whichever shall first occur), the Applicable Margin with respect to
Revolving Loans, the Term Loan A and the Commitment Fee shall be based on the
Total Leverage Ratio in the Compliance Certificate delivered on the Closing Date
in compliance with Section 4.01(a). Notwithstanding the provisions of the two
preceding sentences, if the Borrower shall fail to deliver any such certificate
within the time period required by Section 6.02(b), then the Applicable Margin
shall be Pricing Level 1 from the date such certificate was due until the third
Business Day following the date the appropriate Compliance Certificate is so
delivered.

         "Approved Fund" has the meaning specified in Section 10.07(g).

         "Arrangers" means BAS and CIBC World Markets Corp., each in its
respective capacity as co-lead arranger and co-book manager.

         "Asset Purchase Agreement" means that certain Asset Purchase Agreement
dated as of March 28, 2002, by and among the Tilia Sellers, Andrew H. Schilling
and the Borrower, including all exhibits and schedules thereto, as amended by
Amendment No. 1 dated as of April 24, 2002.

         "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit E.

         "Attorney Costs" means and includes all reasonable fees and
disbursements of any law firm or other external counsel.

         "Attributable Indebtedness" means, on any date, (a) in respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a Capital Lease.

         "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended December
31, 2002, and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for such fiscal year of the Borrower and its
Subsidiaries, including the notes thereto.

         "Available Repurchase Amount" means, at any time of measurement
thereof, (a) $10,000,000, minus (b) the aggregate amount of Bond Repurchases (as
defined in Section 7.19) made during the then-current fiscal year of the
Borrower pursuant to part (y) of the proviso to Section 7.19, minus (c) the
aggregate amount of Restricted Payments made pursuant to Section 7.07(c) during
the then-current fiscal year of the Borrower.

                                       6
<PAGE>

         "Bank of America" means Bank of America, N.A.

         "BAS" means Banc of America Securities LLC.

         "Base Rate" means for any day a fluctuating rate per annum equal to the
Applicable Margin plus the higher of (a) the Federal Funds Rate plus 1/2 of 1%
and (b) the rate of interest in effect for such day as publicly announced from
time to time by Bank of America as its "prime rate." Such prime rate is a rate
set by Bank of America based upon various factors including Bank of America's
costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above,
or below such announced prime rate. Any change in such prime rate announced by
Bank of America shall take effect at the opening of business on the day
specified in the public announcement of such change.

         "Base Rate Loan" means a Loan (including a Segment) bearing interest or
to bear interest at the Base Rate.

         "Base Rate Segment" means a Segment bearing interest or to bear
interest at the Base Rate.

         "Borrower" has the meaning set forth in the introductory paragraph
hereto.

         "Borrowing" means any of (i) either borrowing under the Term Loan A
Facility, (ii) the borrowing of the Term Loan B Facility, (iii) any subsequent
Borrowing under either of the Term Loan Facilities pursuant to Section 2.15,
(iv) a Revolving Borrowing or (v) a Swing Line Borrowing, as the context may
require.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which commercial banks are authorized or required to close under the Laws of,
or are in fact closed in, the state where the Administrative Agent's Office is
located and, if such day relates to any Eurodollar Rate Loan, means any such day
on which dealings in deposits in Dollars are conducted by and between banks in
the London interbank market.

         "Capital Expenditures" means, with respect to the Borrower and its
Subsidiaries, for any period the sum of (without duplication) (i) all
expenditures (whether paid in cash or accrued as liabilities) by the Borrower or
any Subsidiary during such period for items that are capitalized that would be
classified as "property, plant or equipment" or comparable items on the
consolidated balance sheet of the Borrower and its Subsidiaries, including
without limitation all transactional costs incurred in connection with such
expenditures provided the same have been capitalized, excluding, however, the
amount of any Capital Expenditures paid for with proceeds of casualty insurance
as evidenced in writing and submitted to the Administrative Agent together with
any Compliance Certificate delivered pursuant to Section 6.02(b), and (ii) with
respect to any Capital Lease entered into by the Borrower or its Subsidiaries
during such period, the present value of the lease payments due under such
Capital Lease over the term of such Capital Lease applying a discount rate equal
to the interest rate provided in such lease (or in the absence of a stated
interest rate, that rate used in the preparation of the financial statements
described in Section 6.01), all the foregoing in accordance with GAAP.

                                       7
<PAGE>

         "Capital Leases" means all leases which have been or should be
capitalized in accordance with GAAP as in effect from time to time including
Statement No. 13 of the Financial Accounting Standards Board and any successor
thereof.

         "Cash Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the applicable L/C Issuer and the
Revolving Lenders, as collateral for the L/C Obligations plus all fees accrued
or to be incurred in connection therewith, cash, deposit accounts and all
balances therein, in an amount not less than the sum of such L/C Obligations and
fees and all proceeds of the foregoing pursuant to documentation in form and
substance satisfactory to the Administrative Agent and the applicable L/C Issuer
(which documents are hereby consented to by the Revolving Lenders) and to take
all such other action as shall be necessary for the Administrative Agent to have
"control" thereof within the meaning of the Uniform Commercial Code applicable
thereto. Derivatives of such term shall have corresponding meaning. The Borrower
hereby grants the Administrative Agent, for the benefit of the applicable L/C
Issuer and the Revolving Lenders, a Lien on all such cash and deposit account
balances. Cash collateral shall be maintained in blocked, non-interest bearing
deposit accounts at Bank of America or other institutions satisfactory to it.

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

                  (a) any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Securities Exchange Act of 1934), but
         excluding (x) any employee benefit plan of such person or its
         subsidiaries, and any person or entity acting in its capacity as
         trustee, agent or other fiduciary or administrator of any such plan,
         and (y) Martin Franklin, Ian Ashken or any of them or any Person the
         Equity Securities of which are wholly owned by any of them (whether or
         not constituting a "group" for this purpose), becomes the "beneficial
         owner" (as defined in Rules 13d-3 and 13d-5 under the Securities
         Exchange Act of 1934, except that a person or group shall be deemed to
         have "beneficial ownership" of all securities that such person or group
         has the right to acquire (such right, an "option right"), whether such
         right is exercisable immediately or only after the passage of time),
         directly or indirectly, of 30% or more of the Equity Securities of such
         Person entitled to vote for members of the board of directors or
         equivalent governing body of such Person on a fully diluted basis
         (i.e., taking into account all such securities that such person or
         group has the right to acquire pursuant to any option right); or

                  (b) during any period of 12 consecutive months, a majority of
         the members of the board of directors or other equivalent governing
         body of such Person cease to be composed of individuals (who qualify
         under any one of the following) (i) who were members of that board or
         equivalent governing body on the first day of such period, (ii) whose
         election or nomination to that board or equivalent governing body was
         approved by individuals referred to in clause (i) above constituting at
         the time of such election or nomination at least a majority of that
         board or equivalent governing body or (iii) whose election or
         nomination to that board or other equivalent governing body was
         approved by individuals referred to in clauses (i) and (ii) above
         constituting at the time of such election or nomination at least a
         majority of that board or equivalent governing body; or

                                       8
<PAGE>

                  (c) Martin Franklin and Ian Ashken cease to hold executive
         management positions with the Borrower, unless either or both of them
         has been replaced in any such executive management position with a
         Person approved by the Required Lenders (including any successive
         approved replacements).

         "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the
case of Section 4.01(b), waived by the Person entitled to receive the applicable
payment).

         "Code" means the Internal Revenue Code of 1986, as amended, and all
regulations issued pursuant thereto.

         "Collateral" means, collectively, all property of the Borrower, any
Subsidiary or any other Person in which the Administrative Agent or any Lender
is granted a Lien under any Security Instrument as security for all or any
portion of the Obligations, any other obligation arising under any Loan Document
or any other obligation or liability arising under any Related Swap Contract.

         "Commitment Fee" has the meaning specified in Section 2.10(a).

         "Compliance Certificate" means a certificate substantially in the form
of Exhibit D.

         "Consolidated Current Assets" means all assets of the Borrower and its
Subsidiaries (other than cash and cash equivalents) which would be classified as
a current asset, all determined on a consolidated basis in accordance with GAAP.

         "Consolidated Current Liabilities" means all liabilities of the
Borrower and its Subsidiaries which by their terms are payable within one year
(but excluding all Consolidated Funded Indebtedness payable on demand or
maturing not more than one year from the date of computation and the current
portion of Indebtedness having a maturity date in excess of one year), all
determined on a consolidated basis in accordance with GAAP.

         "Consolidated EBITDA" means, for any period, for the Borrower and its
Subsidiaries, an amount equal to the sum of (a) Consolidated Net Income (net of
up to $10,000,000 of nonrecurring gains not otherwise excluded in the
calculation of Consolidated Net Income as used in this definition, and net of up
to $6,000,000 of reorganization expenses incurred in connection with the Diamond
Acquisition not otherwise excluded in the calculation of Consolidated Net Income
as used in this definition), (b) Consolidated Interest Charges, (c) the amount
of taxes, based on or measured by income, used or included in determining such
Consolidated Net Income, (d) the amount of depreciation and amortization expense
deducted in determining such Consolidated Net Income, (e) the amount of
nonrecurring expenses incurred after the Original Closing Date and during such
period not to exceed $10,000,000, to the extent such net expenses are deducted
in determining Consolidated Net Income, (f) up to $5,000,000 of net
non-recurring expenses incurred during such period in connection with (but not
after) the consummation of the Lehigh Acquisition, to the extent such net
expenses are deducted during such period in determining Consolidated Net Income,
and (g) if Scheduled Acquisition B has occurred, up to $10,000,000 of net
non-recurring expenses incurred during such period in connection with (but not
after) the consummation of the Scheduled Acquisition B, to the extent such net
expenses are


                                       9


<PAGE>


deducted during such period in determining Consolidated Net Income, all
determined on a consolidated basis in accordance with GAAP, subject (in
connection with the calculation of the Senior Leverage Ratio and the Total
Leverage Ratio only) to Acquisition Adjustments.

         "Consolidated Fixed Charges" means, with respect to the Borrower and
its Subsidiaries for any Four-Quarter Period ending on the date of computation
thereof, the sum of, without duplication, (i) Consolidated Interest Charges, and
(ii) scheduled payments of Consolidated Funded Indebtedness (including without
limitation Consolidated Funded Indebtedness consisting of the Tilia Seller Note,
but excluding the amortization payments of Term Loan B scheduled for September
30, 2007, December 31, 2007, March 31, 2008 or the Stated Term Loan B Maturity
Date), all determined on a consolidated basis in accordance with GAAP.

         "Consolidated Funded Indebtedness" means, as of any date of
determination, for the Borrower and its Subsidiaries on a consolidated basis,
the sum of, without duplication, (a) the outstanding principal amount of all
obligations, whether current or long-term, for borrowed money (including
Obligations hereunder) and all obligations evidenced by bonds, debentures,
notes, loan agreements or other similar instruments, including without
limitation all direct or Contingent Obligations of such Person arising under
letters of credit (including standby and commercial), bankers' acceptances, bank
guaranties, surety bonds and similar instruments, (b) all obligations of such
Person to pay the deferred purchase price of property or services (other than
trade accounts payable in the ordinary course of business), (c) Attributable
Indebtedness in respect of Capital Leases and Synthetic Lease Obligations, and
(d) without duplication, all Contingent Obligations with respect to Indebtedness
of the types specified in subsections (a), (b) and (c) above of Persons other
than the Borrower or any Subsidiary, all of (a), (b), (c) and (d) above
determined on a consolidated basis (as consolidated basis is determined in
accordance with GAAP). For all purposes hereof, the Consolidated Funded
Indebtedness of the Borrower or any Subsidiary shall include the foregoing
Indebtedness in (a), (b), (c) and (d) above of any partnership or joint venture
(other than a joint venture that is itself a corporation or a limited liability
company) in which the Borrower or any Subsidiary is a general partner or joint
venturer, unless such Indebtedness is expressly made non-recourse to the
Borrower or such Subsidiary.

         "Consolidated Interest Charges" means, for any period, for the Borrower
and its Subsidiaries, the sum of, without duplication, (a) all interest, premium
payments, commissions, fees, charges and related expenses of the Borrower and
its Subsidiaries in connection with Indebtedness (including capitalized
interest) or in connection with the deferred purchase price of assets, in each
case to the extent treated as interest in accordance with GAAP, (b) the portion
of rent expense of the Borrower and its Subsidiaries with respect to such period
under Capital Leases that is treated as interest in accordance with GAAP and (c)
the amount of payments in respect of Synthetic Lease Obligations that are in the
nature of interest, all of (a), (b) and (c) above determined on a consolidated
basis (as consolidated basis is determined in accordance with GAAP).

         "Consolidated Net Income" means, for any period, for the Borrower and
its Subsidiaries, the net income of the Borrower and its Subsidiaries from
continuing operations without giving effect to extraordinary net gains (except
for the purpose of determining Consolidated Net Income as used in the
computation of Excess Cash Flow and the computation set


                                       10


<PAGE>


forth in Section 7.13(a)) or extraordinary net losses, but excluding from the
determination of such net income (except for the purpose of determining
Consolidated Net Income as used in the computation set forth in Section 7.13(a))
gains or losses from Dispositions of assets (other than in the ordinary course
of business) whether or not extraordinary for that period, all determined on a
consolidated basis in accordance with GAAP.

         "Consolidated Net Worth" means, as of any date of determination, for
the Borrower and its Subsidiaries on a consolidated basis, Stockholders' Equity
of the Borrower and its Subsidiaries on that date.

         "Consolidated Security Instrument Amendment" means that certain
Consolidated Amendment to Guaranty, Security and Pledge Agreements dated as of
the Closing Date, as from time to time amended, modified, amended and restated
or replaced.

         "Consolidated Senior Indebtedness" means, as of any date on which the
amount thereof is to be determined, the aggregate principal amount of all
Consolidated Funded Indebtedness outstanding as of such date minus, to the
extent otherwise included in Consolidated Funded Indebtedness, the aggregate
principal amount of all Subordinated Indebtedness outstanding as of such date.

         "Consolidated Total Assets" means, as of any date on which the amount
thereof is to be determined, the net book value of all assets of the Borrower
and its Subsidiaries as determined on a consolidated basis in accordance with
GAAP.

         "Consolidated Working Capital" means, as of any date on which the
amount thereof is to be determined, the excess of Consolidated Current Assets
over Consolidated Current Liabilities.

         "Contingent Obligation" means, as to any Person, (a) any obligation,
contingent or otherwise, of such Person guarantying or having the economic
effect of guarantying any Indebtedness or other obligation payable or
performable by another Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level
of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, or (iv) entered into for
the purpose of assuring or holding harmless in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance
thereof or to protect such obligee against loss in respect thereof (in whole or
in part), or (b) any Lien on any assets of such Person securing any Indebtedness
or other obligation of any other Person, whether or not such Indebtedness or
other obligation is assumed by such Person. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Contingent Obligation is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by the
guarantying Person in good faith.

                                       11
<PAGE>

         "Continuation" and "Continue" mean, with respect to any Eurodollar Rate
Loan, the continuation of such Eurodollar Rate Loan as a Eurodollar Rate Loan on
the last day of the Interest Period for such Loan.

         "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Conversion" and "Convert" mean the conversion of a Loan from one Type
to another Type.

         "Cost of Acquisition" means, with respect to any Acquisition, as at the
date of entering into any agreement therefor, the sum of the following (without
duplication): (i) the value of the capital stock, warrants or options to acquire
capital stock of the Borrower or any Subsidiary to be transferred in connection
therewith, (ii) the amount of any cash and fair market value of other property
(excluding property described in clause (i) and the unpaid principal amount of
any debt instrument) given as consideration, (iii) the amount (determined by
using the face amount or the amount payable at maturity, whichever is greater)
of any Indebtedness incurred, assumed, acquired or repaid by the Borrower or any
Subsidiary in connection with such Acquisition, (iv) all additional purchase
price amounts in the form of earnouts and other contingent obligations that
should be recorded on the balance sheet of the Borrower and its Subsidiaries in
accordance with GAAP, (v) all amounts paid in respect of covenants not to
compete, consulting agreements that should be recorded on financial statements
of the Borrower and its Subsidiaries in accordance with GAAP, (vi) the aggregate
fair market value of all other consideration given by the Borrower or any
Subsidiary in connection with such Acquisition, and (vii) out-of-pocket
transaction costs for the services and expenses of attorneys, accountants and
other consultants incurred in effecting such transaction, and other similar
transaction costs so incurred and capitalized in accordance with GAAP. For
purposes of determining the Cost of Acquisition for any transaction, the capital
stock of the Borrower shall be valued (I) in the case of capital stock that is
then designated as a national market system security by the National Association
of Securities Dealers, Inc. ("NASDAQ") or is listed on a national securities
exchange, the average of the last reported bid and ask quotations or the last
prices reported thereon, and (II) with respect to any other shares of capital
stock, as determined by the Board of Directors of the Borrower and, if requested
by the Administrative Agent, determined to be a reasonable valuation by the
independent public accountants referred to in Section 6.01(a).

         "Credit Extension" means each of a Borrowing or an L/C Credit
Extension.

         "Debtor Relief Laws" means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States of America or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.

         "Default" means any event or circumstance that, with the giving of any
notice, the passage of time, or both, would be an Event of Default.

                                       12
<PAGE>

         "Default Rate" means an interest rate equal to the Base Rate plus 2%
per annum or, if lesser, the maximum rate permitted by applicable Laws;
provided, however, that with respect to Eurodollar Rate Loans, until the end of
the Interest Period during which the Default Rate is first applicable, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Margin) otherwise applicable to such Loan plus 2% per annum, and
thereafter, the Base Rate plus 2% per annum, or in each case if lesser, the
maximum rate permitted by applicable Laws.

         "Defaulting Lender" means, at any time of determination thereof, any
Lender that has failed to fund any portion of the Revolving Loans, the Term
Loans, participations in L/C Obligations or participations in Swing Line Loans
required to be funded by it hereunder, except to the extent that any such
failure to fund is based on a good-faith dispute about such Lender's obligation
so to fund, of which dispute the Administrative Agent has been informed in
writing in reasonable detail.

         "Designated L/C Issuer" means, at any time, any Revolving Lender then
designated by the Borrower pursuant to Section 2.04(l) to issue Letters of
Credit.

         "Designated L/C Issuer Amount" means the maximum face amount of Letters
of Credit to be issued by the Designated L/C Issuer (on the terms and conditions
in this Agreement) and other L/C Obligations to be incurred in respect of such
Letters of Credit, which shall be the lesser of the amount set forth in the
notice with respect to such Designated L/C Issuer provided by the Borrower
pursuant to Section 2.04(l) and the Letter of Credit Sublimit.

         "Diamond Acquisition" means the Acquisition by the Borrower and certain
of its Subsidiaries of all or substantially all of the assets of Diamond Brands
Operating Corp. and certain of its affiliates pursuant to that certain Asset
Purchase Agreement dated as of November 27, 2002, by and among the Borrower,
Diamond Brands, Inc., Diamond Brands Operating Corp., Diamond Brands Kansas,
Inc. and Forster, Inc.

         "Direct Foreign Subsidiary" means a Subsidiary other than a Domestic
Subsidiary a majority of whose Voting Securities, or a majority of whose
Subsidiary Securities, are owned by the Borrower or a Domestic Subsidiary.

         "Disposition" or "Dispose" means the sale, transfer, license or other
disposition (including any sale and leaseback transaction) of any property by
any Person, including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith.

         "Dollar" and "$" means lawful money of the United States of America.

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

         "Eligible Assignee" has the meaning specified in Section 10.07(g).

         "Eligible Securities" means the following obligations and any other
obligations approved prior to their incurrence in writing by the Administrative
Agent:

                                       13
<PAGE>

                  (a) Government Securities;

                  (b) obligations of any corporation organized under the laws of
         any state of the United States of America or under the laws of any
         other nation, payable in the United States of America, expressed to
         mature not later than 92 days following the date of issuance thereof
         and rated in an investment grade rating category by S&P and Moody's;

                  (c) interest bearing demand or time deposits issued by any
         Lender or certificates of deposit maturing within one year from the
         date of issuance thereof and issued by a bank or trust company
         organized under the laws of the United States or of any state thereof
         having capital surplus and undivided profits aggregating at least
         $400,000,000 and being rated "A" or better by S&P or "A" or better by
         Moody's; and

                  (d) Repurchase Agreements.

         "Environmental Laws" means all Laws relating to environmental matters
applicable to any property.

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

         "Equity Securities" means, with respect to any Person at any time,
equity securities issued by such Person, including without limitation any
security not constituting Indebtedness exchangeable, exercisable or convertible
for or into equity securities of such Person both at the time of issuance of
such equity security and at the time of each such exchange, exercise or
conversion which results in the receipt of Net Proceeds therefrom by such
Person.

         "ERISA" means the Employee Retirement Income Security Act of 1974 and
all regulations issued pursuant thereto.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment




                                       14


<PAGE>


as a termination under Sections 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)
an event or condition which could reasonably be expected to constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than PBGC premiums
due but not delinquent under Section 4007 of ERISA, upon the Borrower or any
ERISA Affiliate.

         "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan, a rate per annum determined by Administrative Agent
pursuant to the following formula:

                                               Interbank Offered Rate
         Eurodollar Rate =       ----------------------------------------------
                                    1.00 - Eurodollar Reserve Percentage

                  Where "Interbank Offered Rate" means, for such Interest
Period:

                  (i) the rate per annum equal to the rate determined by the
        Administrative Agent to be the offered rate that appears on the page of
        the Telerate screen (or any successor thereto) that displays an average
        British Bankers Association Interest Settlement Rate for deposits in
        Dollars (for delivery on the first day of such Interest Period) with a
        term equivalent to such Interest Period, determined as of approximately
        11:00 a.m. (London time) two Business Days prior to the first day of
        such Interest Period, or

                  (ii) if the rate referenced in the preceding subsection (a)
        does not appear on such page or service or such page or service shall
        not be available, the rate per annum equal to the rate determined by the
        Administrative Agent to be the offered rate on such other page or other
        service that displays an average British Bankers Association Interest
        Settlement Rate for deposits in Dollars (for delivery on the first day
        of such Interest Period) with a term equivalent to such Interest Period,
        determined as of approximately 11:00 a.m. (London time) two Business
        Days prior to the first day of such Interest Period, or

                  (iii) if the rates referenced in the preceding subsections (a)
        and (b) are not available, the rate per annum determined by the
        Administrative Agent as the rate of interest at which deposits in
        Dollars for delivery on the first day of such Interest Period in same
        day funds in the approximate amount of the Eurodollar Rate Loan being
        made, Continued or Converted by Bank of America in its capacity as a
        Lender and with a term equivalent to such Interest Period would be
        offered by Bank of America's London Branch or London Affiliate to major
        banks in the London interbank eurodollar market at their request at
        approximately 11:00 a.m. (London time) two Business Days prior to the
        first day of such Interest Period.

         The determination of the Eurodollar Rate by the Administrative Agent
shall be conclusive in the absence of manifest error.

         "Eurodollar Rate Loan" means a Loan (including a Segment) bearing
interest or to bear interest at the Eurodollar Rate.

                                       15
<PAGE>

         "Eurodollar Rate Segment" means a Segment bearing interest or to bear
interest at the Eurodollar Rate.

         "Eurodollar Reserve Percentage" means, for any day during any Interest
Period, the reserve percentage (expressed as a decimal, carried out to five
decimal places) in effect on such day, whether or not applicable to any Lender,
under regulations issued from time to time by the FRB for determining the
maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency liabilities"). The Eurodollar Rate for each
outstanding Eurodollar Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage. The
determination of the Eurodollar Reserve Percentage by the Administrative Agent
shall be conclusive in the absence of manifest error.

         "Event of Default" means any of the events or circumstances specified
in Article VIII.

         "Excess Cash Flow" means, with respect to the Borrower and its
Subsidiaries for any fiscal year, the difference of (i) Consolidated EBITDA for
such period (including therein any net gain or loss, as applicable, of an
extraordinary nature otherwise excluded from the calculation thereof in the
definition of "Consolidated Net Income"), minus (ii) the sum of (A) the change
in Consolidated Working Capital as at the end of such fiscal year; provided the
positive change in Consolidated Working Capital shall not exceed $10,000,000 for
any fiscal year; plus (B) Capital Expenditures for such period plus (C)
Consolidated Fixed Charges for such period plus (D) taxes paid in cash during
such period plus (E) the aggregate amount of any optional prepayments made by
the Borrower pursuant to Section 2.06 hereof during such period, the aggregate
amount of prepayments made in connection with required reductions of the
Aggregate Revolving Credit Commitment during such period and the aggregate
amount of required repayments of principal of the Term Loans during such period.

         "Exchange Notes" has the meaning given to such term in the 2002
Indenture.

         "Exchange Offer" has the meaning given to such term in the 2002
Indenture.

         "Existing Agreement" has the meaning given thereto in the preamble to
this Agreement.

         "Facility" means any one or more, as the context may require, of the
Revolving Credit Facility, the Term Loan A Facility and the Term Loan B
Facility.

         "Factoring Agreement" means an agreement by and between the Borrower or
a Subsidiary and a Factoring Company pursuant to which the Borrower or such
Subsidiary shall sell, transfer and assign its rights, title and interests in
certain accounts receivable, specifically identified therein, to a Factoring
Company, a copy of which has been provided to the Administrative Agent prior to
its execution and delivery by all parties thereto and the terms of which are
acceptable to the Administrative Agent in form and substance in its reasonable
discretion.

         "Factoring Company" means that certain Person party to any Factoring
Agreement to whom the Borrower or a Subsidiary sells, transfers and assigns its
right, title and interests in certain accounts receivable pursuant to the terms
of such Factoring Agreement.

                                       16
<PAGE>

         "Federal Funds Rate" means, for any day, the rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate charged to Bank of
America on such day on such transactions as determined by the Administrative
Agent.

         "Fixed Charge Ratio" means, with respect to the Borrower and its
Subsidiaries for any Four-Quarter Period ending on the date of computation
thereof, the ratio of (i) Consolidated EBITDA minus (without duplication)
Capital Expenditures minus (without duplication) taxes paid in cash for such
period to (ii) Consolidated Fixed Charges for such period.

         "Fleet" means Fleet National Bank.

         "Foreign Lender" has the meaning specified in Section 10.15(a).

         "Four-Quarter Period" means a period of four full consecutive fiscal
quarters of the Borrower and its Subsidiaries, taken together as one accounting
period.

         "FRB" means the Board of Governors of the Federal Reserve System of the
United States of America.

         "Fund" has the meaning specified in Section 10.07(g).

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or such other principles as may be
approved by a significant segment of the accounting profession, that are
applicable to the circumstances as of the date of determination, consistently
applied.

         "Government Securities" means direct obligations of, or obligations the
timely payment of principal and interest on which are fully and unconditionally
guaranteed by, the United States of America.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government, and any
corporation or other entity (other than one performing solely a commercial
function) owned or controlled, through stock or capital ownership or otherwise,
by any of the foregoing.

         "Guarantors" means, collectively or individually as the context may
indicate, each of the Domestic Subsidiaries of the Borrower at the Closing Date
(after giving effect to the Lehigh




                                       17

<PAGE>


Acquisition) and each other Person who becomes a party to the Guaranty
(including by execution of a Guaranty Joinder Agreement).

         "Guaranty" means that certain Guaranty Agreement dated as of the
Original Closing Date among the Guarantors and the Administrative Agent
substantially in the form of Exhibit F, as (i) amended by the Consolidated
Security Instrument Amendment, (ii) supplemented from time to time by the
execution and delivery of Guaranty Joinder Agreements pursuant to Section 4.01
or 6.14 or otherwise, and (iii) from time to time the same may be otherwise
supplemented or amended, modified, amended and restated or replaced.

         "Guaranty Joinder Agreement" means each Guaranty Joinder Agreement,
substantially in the form thereof attached to the Guaranty, executed and
delivered by a Guarantor to the Administrative Agent pursuant to Section 4.01 or
6.14 or otherwise, in each case as amended, modified, supplemented, amended and
restated or replaced.

         "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature, the generation, handling,
storage, transportation, disposal, treatment, release, discharge or emission of
which is subject to any Environmental Law.

         "Honor Date" has the meaning set forth in Section 2.04(c)(i).

         "Immaterial Subsidiary" means any Domestic Subsidiary (but in all cases
excluding the Lehigh Companies) that (i) has not become a party to a Guaranty or
any Security Instrument (ii) has total assets (including equity interests in
other Subsidiaries) of less than 1% of total domestic assets of the Borrower and
its Subsidiaries and, when aggregated with the assets of all other Subsidiaries
previously or substantially simultaneously to be designated "Immaterial
Subsidiaries," of less than 5% of total domestic assets of the Borrower and its
Subsidiaries (calculated as of the most recent fiscal period with respect to
which the Administrative Agent shall have received financial statements required
to be delivered pursuant to Sections 6.01(a) or (b)), and (iii) has revenues of
less than 1% of the total revenues (on a consolidated basis) of the Borrower and
its Domestic Subsidiaries and, when aggregated with the revenues of all other
Subsidiaries previously or substantially simultaneously to be designated
"Immaterial Subsidiaries," of less than 5% of total revenues of the Borrower and
its Domestic Subsidiaries (calculated as of the most recent fiscal period with
respect to which the Administrative Agent shall have received financial
statements required to be delivered pursuant to Sections 6.01(a) or (b)). In the
event that either of the aggregate tests above are not met, the Borrower may
identify those Subsidiaries that will continue to constitute Immaterial
Subsidiaries after meeting all requirements of this definition.

         "Indebtedness" means, as to any Person at a particular time, all of the
following without duplication, whether or not included as indebtedness or
liabilities in accordance with GAAP:

                  (a) all obligations of such Person for borrowed money and all
        obligations of such Person evidenced by bonds, debentures, notes, loan
        agreements or other similar instruments;

                                       18
<PAGE>

                  (b) all direct or Contingent Obligations of such Person
         arising under letters of credit (including standby and commercial),
         bankers' acceptances, bank guaranties, surety bonds and similar
         instruments;

                  (c) net obligations under any Swap Contract in an amount equal
         to the Swap Termination Value thereof;

                  (d) all obligations of such Person to pay the deferred
         purchase price of property or services (other than trade accounts
         payable in the ordinary course of business);

                  (e) indebtedness (excluding prepaid interest thereon) secured
         by a Lien on property owned or being purchased by such Person
         (including indebtedness arising under conditional sales or other title
         retention agreements), whether or not such indebtedness shall have been
         assumed by such Person or is limited in recourse;

                  (f) Capital Leases and Synthetic Lease Obligations; and

                  (g) all Contingent Obligations of such Person in respect of
         any of the foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or limited liability company) in which such Person
is a general partner or a joint venturer, unless such Indebtedness is expressly
made non-recourse to such Person. The amount of any Capital Lease or Synthetic
Lease Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

         "Indemnified Liabilities" has the meaning set forth in Section 10.05.

         "Indemnitees" has the meaning set forth in Section 10.05.

         "Intellectual Property" means trademarks and service marks (whether
registered or unregistered) and trade names; patents (including any
continuations, continuations in part, renewals and applications for any of the
foregoing); copyrights (including any registrations and applications therefor
and whether registered or unregistered); computer programs, including any and
all software implementations of algorithms, models and methodologies, whether in
source code or object code, databases, including any and all collections of
data, whether machine readable or otherwise (but excluding off-the-shelf
software or software subject to shrink-wrap or click-wrap licenses); original
works of authorship; mask works; technology; trade secrets, know how,
proprietary processes, formulae, algorithms, models, user interfaces,
inventions, discoveries, concepts, ideas, techniques, methods, source codes,
object codes, methodologies and, with respect to all of the foregoing, related
confidential data or information and any licenses of the foregoing; but
excluding any limited copyright license or permission from authors, publishers
or other parties to use material in the Borrower's or a Subsidiary's products
that have no future payment obligations.

                                       19
<PAGE>

         "Interbank Offered Rate" has the meaning therefor set forth in the
definition of Eurodollar Rate.

         "Interest Payment Date" means, (a) as to any Eurodollar Rate Loan, the
last day of the relevant Interest Period, any date that such Loan is prepaid or
Converted, in whole or in part, and the Revolving Credit Maturity Date, the Term
Loan A Maturity Date or the Term Loan B Maturity Date, as applicable; provided,
however, that if any Interest Period for a Eurodollar Rate Loan exceeds three
months, interest shall also be paid on the Business Day which falls every three
months after the beginning of such Interest Period; and (b) as to any Base Rate
Loan or Swing Line Loan, the last Business Day of each March, June, September
and December and the Revolving Credit Maturity Date, the Term Loan A Maturity
Date or the Term Loan B Maturity Date, as applicable; provided, further, that
interest accruing at the Default Rate shall be payable from time to time upon
demand of the Administrative Agent.

         "Interest Period" means, for each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or on the date any
Loan is Continued as or Converted into a Eurodollar Rate Loan, and ending, in
each case, on the date which is one, two, three or six months thereafter, as
selected by the Borrower in its Revolving Loan Notice or Term Loan Interest Rate
Selection Notice, provided that:

                  (i) any Interest Period that would otherwise end on a day that
         is not a Business Day shall be extended to the next succeeding Business
         Day unless such Business Day falls in another calendar month, in which
         case such Interest Period shall end on the next preceding Business Day;

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

                  (iii) no Interest Period shall extend beyond the Stated
         Maturity Date or, with respect to any Segment of the Term Loan B, the
         Stated Term Loan B Maturity Date.

         "Intropack" means Intropack, a Korean corporation.

         "Intropack Agreement" means that certain Intellectual Property
Assignment Agreement by and between Tilia International, Inc., Intropack, a
Korean corporation, and Kyul Joo Lee, an individual, dated as of November 27,
2002, pursuant to which Tilia International, Inc., a Guarantor, has acquired,
and will acquire, certain intellectual property useful in the business of the
Borrower and its Subsidiaries.

         "Investment" means, as to any Person, any acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
capital stock or other securities of another Person, (b) a loan, advance or
capital contribution to, guaranty of debt of, or purchase or other acquisition
of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person, or (c)
the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute a business unit. For
purposes of covenant compliance, the amount of any Investment


                                       20

<PAGE>


shall be the amount actually invested, without adjustment for subsequent
increases or decreases in the value of such Investment, but including subsequent
amounts of Investments in the same Person at the time such amount is actually
invested, whether pursuant to earnouts, working capital adjustments or other
contractual obligations, or otherwise.

         "IP Security Agreement" means the Intellectual Property Security
Agreement dated as of the Original Closing Date by the Borrower and one or more
of the Guarantors to the Administrative Agent, as (i) amended by the
Consolidated Security Instrument Amendment, (ii) supplemented from time to time
by the execution and delivery of IP Security Joinder Agreements pursuant to
Section 4.01 or 6.14 or otherwise, and (iii) otherwise supplemented or amended,
modified, amended and restated or replaced.

         "IP Security Joinder Agreement" means each Intellectual Property
Security Joinder Agreement, substantially in the form thereof attached to the IP
Security Agreement, executed and delivered by a Guarantor or any other Person to
the Administrative Agent pursuant to Section 4.01 or 6.14 or otherwise, in each
case as amended, modified, supplemented, amended and restated or replaced.

         "IRS" means the United States Internal Revenue Service and any
successor governmental agency performing a similar function.

         "Joinder Agreements" means, collectively, Guaranty Joinder Agreements,
the Pledge Joinder Agreements, the IP Security Joinder Agreements and the
Security Joinder Agreements.

         "Laws" means, collectively, all international, foreign, Federal, state
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes
and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

         "L/C Advance" means, with respect to each Revolving Lender, such
Revolving Lender's funding of its participation in any L/C Borrowing in
accordance with its Pro Rata Revolving Share as set forth in Section 2.04(c).

         "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Borrowing.

         "L/C Credit Extension" means, with respect to any Letter of Credit, the
issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

         "L/C Issuer" means each of Bank of America, Fleet and (upon designation
pursuant to Section 2.04(l)) the Designated L/C Issuer, each in their capacity
as issuers of Letters of Credit hereunder, or any successor to any of them as an
issuer of Letters of Credit hereunder.

                                       21
<PAGE>

         "L/C Obligations" means, as at any date of determination, the aggregate
undrawn face amount of all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.

         "Lehigh" means Lehigh Consumer Products Corporation, a Pennsylvania
corporation.

         "Lehigh Acquisition" means the Acquisition by the Borrower and one or
more of its Subsidiaries of the Lehigh Companies in accordance with the terms of
the Lehigh Acquisition Documents.

         "Lehigh Acquisition Documents" means, individually or collectively as
the context may indicate, (i) the Lehigh Stock Purchase Agreement, (ii) each
document relating to the Lehigh Debt Assumption and/or Release, including all
consents of creditors with respect thereto and all evidence that none of the
Borrower, any Subsidiary of the Borrower or any Lehigh Company remains liable
under any Lehigh Indebtedness being assumed pursuant to the Lehigh Debt
Assumption and/or Release (after giving effect thereto), and (iii) each other
material transaction document entered into or delivered by the Borrower, one or
more Subsidiaries of the Borrower, the Lehigh Seller and the Lehigh Companies,
or any of them, related to or in connection with the Lehigh Acquisition.

         "Lehigh Companies" means Lehigh and its Subsidiary to be acquired by
the Borrower or one or more of its Subsidiaries in the Lehigh Acquisition, and
including any Subsidiaries of the Borrower not historically a Subsidiary of
Lehigh but created or acquired in order to consummate the Lehigh Acquisition,
the legal name and jurisdiction of formation of which Persons are set forth on
Schedule 1.02(b) hereto.

         "Lehigh Debt Assumption and/or Release" means either (a) the
assumption, in connection with the Lehigh Acquisition and pursuant to one or
more Lehigh Acquisition Documents effective on or before the Closing Date, by
one or more Persons other than the Borrower, any Subsidiary of the Borrower or
any Lehigh Company (with a full release of the applicable Lehigh Companies), of
all of the Lehigh Indebtedness that is not being paid in full and terminated on
the Closing Date in connection with the Lehigh Acquisition, or (b) the full
release (effective on or before the Closing Date) of the Lehigh Companies from
the Lehigh Indebtedness.

         "Lehigh Earn-Out" means the obligation of the Borrower or any of its
Subsidiaries or Affiliates to pay, after the initial closing of the Lehigh
Acquisition, any amount in the form or nature of post-closing contingent
consideration to the Lehigh Seller (or any of their respective assignees),
pursuant to Section 2.2 of the Lehigh Stock Purchase Agreement or any other
provision of any Lehigh Acquisition Document.

         "Lehigh Financial Statements" means the audited consolidated balance
sheet of Lehigh and its Subsidiaries as of December 31, 2002, and the related
consolidated statements of income, stockholders' equity and comprehensive
income, and cash flows for the years ended December 31, 2002 and December 31,
2001, including in each case the notes thereto.

         "Lehigh Indebtedness" means all Indebtedness of any of the Lehigh
Companies, all of which is either to be (a) paid in full and terminated on the
Closing Date, or (b) assumed or released pursuant to the Lehigh Debt Assumption
and/or Release.

                                       22
<PAGE>

         "Lehigh Seller" means American Manufacturing Company, Inc.

         "Lehigh Stock Purchase Agreement" means that certain Stock Purchase
Agreement dated as of August 15, 2003, by and among Lehigh American Company,
Inc. and the Borrower, including all exhibits and schedules thereto.

         "Lender" has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes the L/C Issuer and the Swing Line Lender.

         "Lending Office" means, as to any Lender, the office or offices of such
Lender described as such on Schedule 10.02, or such other office or offices as a
Lender may from time to time notify the Borrower and the Administrative Agent.

         "Letter of Credit" means any letter of credit issued hereunder. A
Letter of Credit may be a commercial letter of credit or a standby letter of
credit.

         "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a letter of credit in the form from time to time in
use by the applicable L/C Issuer.

         "Letter of Credit Expiration Date" means the day that is seven days
prior to the Stated Maturity Date (or, if such day is not a Business Day, the
next preceding Business Day).

         "Letter of Credit Fee" has the meaning specified in Section 2.04(i).

         "Letter of Credit Sublimit" means an amount equal to the lesser of the
Aggregate Revolving Credit Commitments and $15,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Revolving Credit
Commitments.

         "Lien" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever (including any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing, and the filing of any financing statement under the
Uniform Commercial Code or comparable Laws of any jurisdiction) of or in
property securing any obligation to, or a claim by a Person other than the owner
of such property, whether statutory, by contract or otherwise, including the
interest of a purchaser of accounts receivable.

         "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Revolving Loan, a Term Loan or a Swing Line Loan,
including any Segment.

         "Loan Documents" means this Agreement, each Note, the Guaranty
(including the Guaranty Joinder Agreements), each Security Instrument, the
Agent/Arranger Fee Letter, each Revolving Loan Notice, Term Loan Interest Rate
Selection Notice, each Letter of Credit Application and each Compliance
Certificate, and all other instruments and documents


                                       23



<PAGE>

heretofore or hereafter executed or delivered to or in favor of any Lender or
the Administrative Agent in connection with the Loans made and transactions
contemplated by this Agreement.

         "Loan Parties" means, collectively, the Borrower, each Guarantor and
each other Person providing Collateral pursuant to any Security Instrument.

         "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, assets, properties,
condition (financial or otherwise), liabilities (actual or contingent) or
prospects of the Borrower and its Subsidiaries taken as a whole (including
giving effect to the Lehigh Acquisition); (b) a material impairment of (i) the
ability of any Loan Party to pay or perform its obligations under any Loan
Document to which it is a party or (ii) the ability of any party to any of the
Lehigh Acquisition Documents to pay or perform its obligations thereunder; or
(c) a material adverse effect upon the legality, validity, binding effect or
enforceability (i) against any Loan Party of any Loan Document to which it is a
party, or (ii) against any party to any Lehigh Acquisition Document of such
Lehigh Acquisition Document.

         "Maximum Increase Amount" means $75,000,000, provided that to the
extent the Scheduled Acquisition B is consummated on or prior to January 31,
2004, the Maximum Increase Amount shall include an additional amount not to
exceed $75,000,000 (for an aggregate amount not to exceed $150,000,000) so long
as all of such additional amount is applied, on or prior to January 31, 2004, to
pay the Cost of Acquisition of Scheduled Acquisition B.

         "Moody's" means Moody's Investors Service, Inc. and any successor
thereto.

         "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
three calendar years, has made or been obligated to make contributions.

         "Net Proceeds" means:

                  (a) with respect to any Disposition by the Borrower or any
         Subsidiary, the excess, if any, of (i) the sum of cash and cash
         equivalents received in connection with such Disposition (including any
         cash received by way of deferred payment pursuant to, or by
         monetization of, a note receivable or otherwise, but only as and when
         so received) over (ii) the sum of (A) the principal amount of any
         Indebtedness that is secured by such asset and that is required to be
         repaid in connection with such Disposition (other than Indebtedness
         under the Loan Documents), (B) the out-of-pocket expenses incurred by
         the Borrower or any Subsidiary in connection with such Disposition and
         (C) all taxes required to be paid or accrued as a result of any gain
         recognized in connection therewith;

                  (b) with respect to any public or private offering of any
         security, cash payments received by the Borrower or any Subsidiary
         therefrom as and when received, net of all legal, accounting, banking
         and underwriting fees and expenses, commissions, discounts and other
         issuance expenses incurred in connection therewith and all taxes
         required to be paid or accrued as a consequence of such issuance; and

                                       24
<PAGE>

                  (c) with respect to proceeds of insurance carried on
         Collateral pursuant to this Credit Agreement and the Security Agreement
         and the other Loan Documents, cash insurance payments received by the
         Borrower or any Subsidiary as and when received, net of all direct out
         of pocket costs and expenses incurred in the collection of claims,
         together with any taxes required to be paid or accrued as a consequence
         of the receipt of such insurance proceeds.

         "Non-Scheduled Acquisition B Equity Issuance" means the issuance of
Equity Securities of the Borrower, other than a Scheduled Acquisition B Equity
Issuance, within 180 days after the Closing Date; provided that no Scheduled
Acquisition B occurs at any time before, on or after the date of such issuance.

         "Non-Exempt Net Proceeds" means the difference (but not less than $0)
of (a) the aggregate Net Proceeds of the Non-Scheduled Acquisition B Equity
Issuance, as reduced by the aggregate amount of such Net Proceeds utilized
within 180 days of such issuance to pay Costs of Acquisition of consummated
Permitted Acquisitions, minus (b) $50,000,000.

         "Notes" means, collectively, the Revolving Loan Notes, the Term Loan
Notes and the Swing Line Note.

         "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of the Borrower arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest that accrues after the commencement by or against the
Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws
naming such Person as the debtor in such proceeding.

         "Off-Balance Sheet Liabilities" means, with respect to any Person as of
any date of determination thereof, without duplication and to the extent not
included as a liability on the consolidated balance sheet of such Person and its
Subsidiaries in accordance with GAAP: (a) with respect to any asset
securitization transaction (including any accounts receivable purchase facility)
(i) the unrecovered investment of purchasers or transferees of assets so
transferred and (ii) any other payment, recourse, repurchase, hold harmless,
indemnity or similar obligation of such Person or any of its Subsidiaries in
respect of assets transferred or payments made in respect thereof, other than
limited recourse provisions that are customary for transactions of such type and
that neither (x) have the effect of limiting the loss or credit risk of such
purchasers or transferees with respect to payment or performance by the obligors
of the assets so transferred nor (y) impair the characterization of the
transaction as a true sale under applicable Laws (including Debtor Relief Laws);
(b) the monetary obligations under any financing lease or so-called "synthetic,"
tax retention or off-balance sheet lease transaction which, upon the application
of any Debtor Relief Law to such Person or any of its Subsidiaries, would be
characterized as indebtedness; (c) the monetary obligations under any sale and
leaseback transaction which does not create a liability on the consolidated
balance sheet of such Person and its Subsidiaries; or (d) any other monetary
obligation arising with respect to any other transaction which (i) upon the
application of any Debtor Relief Law to such Person or any of its Subsidiaries,
would be characterized as indebtedness or (ii) is the functional equivalent of
or takes the place of borrowing but which does not constitute a liability on the
consolidated balance sheet of such Person and its Subsidiaries (for purposes of
this clause (d), any transaction



                                       25
<PAGE>



structured to provide tax deductibility as interest expense of any dividend,
coupon or other periodic payment will be deemed to be the functional equivalent
of a borrowing).

         "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws; (b) with respect to
any limited liability company, the certificate or articles of formation or
organization and operating agreement; and (c) with respect to any partnership,
joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation and any agreement,
instrument, filing or notice with respect thereto filed in connection with its
formation with the secretary of state or other department in the state of its
formation and all certificates and articles issued thereto by such secretary of
state or other department, in each case as amended from time to time.

         "Organizational Action" means with respect to any corporation, limited
liability company, partnership, limited partnership, limited liability
partnership or other legally authorized incorporated or unincorporated entity,
any corporate, organizational or partnership action (including any required
shareholder, member or partner action), or other similar official action, as
applicable, taken by such entity.

         "Original Closing Date" means the first date all the conditions
precedent in Section 4.01 of the Existing Agreement were satisfied or waived in
accordance with Section 4.01 of the Existing Agreement (or, in the case of
Section 4.01(b) of the Existing Agreement, waived by the Person entitled to
receive the applicable payment), which date occurred on April 24, 2002.

         "Other Taxes" has the meaning therefor set forth in Section 3.01(b).

         "Outstanding Amount" means (i) with respect to any Term Loan on any
date, the aggregate outstanding principal amount thereof after giving effect to
the Borrowing of such Term Loan (whether on the Original Closing Date or at
another time) and any prepayments or repayments of such Term Loan (or any
Segment) occurring on such date, (ii) with respect to Revolving Loans and Swing
Line Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Revolving Loans
and Swing Line Loans, as the case may be, occurring on such date; and (iii) with
respect to any L/C Obligations on any date, the amount of such L/C Obligations
on such date after giving effect to any L/C Credit Extension occurring on such
date and any other changes to the aggregate amount of the L/C Obligations as of
such date, including as a result of any reimbursements of outstanding unpaid
drawings under any Letters of Credit or any reductions in the maximum amount
available for drawing under Letters of Credit taking effect on such date.

         "OWD Acquisition" means the Acquisition by the Borrower and one or more
Subsidiaries of O.W.D., Incorporated and its subsidiaries and of Tupper Lakes
Plastics, Incorporated and its subsidiaries.

         "Participant" has the meaning specified in Section 10.07(d).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA


                                       26


<PAGE>


and is sponsored or maintained by the Borrower or any ERISA Affiliate or to
which the Borrower or any ERISA Affiliate contributes or has an obligation to
contribute, or in the case of a multiple employer plan (as described in Section
4064(a) of ERISA) has made contributions at any time during the immediately
preceding five plan years.

         "Permitted Acquisition" means any Acquisition that is permitted by the
terms of Section 7.14 (but expressly excluding the Lehigh Acquisition and the
Scheduled Acquisition B).

         "Permitted Acquisition Documents" means, individually or collectively
as the context may indicate, with respect to any Permitted Acquisition, (i) an
acquisition agreement, sale agreement or other similar agreement evidencing the
obligations of the parties to enter into such Acquisition transaction, and (ii)
any other material transaction document relating to such Acquisition.

         "Permitted Acquisition Earn-Out" means the obligation of the Borrower
or any of its Subsidiaries or Affiliates to pay, after the initial closing of
any Permitted Acquisition, any amount in the form or nature of post-closing
contingent consideration to any seller under such Acquisition transaction (or
any of its assignees), pursuant to any provision of the respective Permitted
Acquisition Documents.

         "Permitted Business" means any business in which (a) the Borrower and
its Subsidiaries, or (b) the Lehigh Companies were engaged on the Closing Date,
any other business in the consumer products industry, including without
limitation food products, and any business reasonably related or complementary
thereto.

         "Permitted Liens" has the meaning set forth in Section 7.01.

         "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

         "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate.

         "Pledge Agreement" means that certain Securities Pledge Agreement dated
as of the Original Closing Date among the Borrower, certain Guarantors and the
Administrative Agent, as (i) amended by the Consolidated Security Instrument
Amendment, (ii) supplemented from time to time by the execution and delivery of
Pledge Joinder Agreements pursuant to Section 4.01 or 6.14 or otherwise, and
(iii) otherwise supplemented (including by Pledge Agreement Supplement) or
amended, modified, amended and restated or replaced.

         "Pledge Agreement Supplement" means the Pledge Agreement Supplement in
the form affixed as an exhibit to the Pledge Agreement.

         "Pledged Interests" means (a) with respect to Direct Foreign
Subsidiaries, 65% of the Voting Securities (or if the Borrower and its
Subsidiaries shall own less than 65%, then all of the Voting Securities owned by
them), and 100% of all other Subsidiary Securities, of each Direct Foreign
Subsidiary, and (b) with respect to Domestic Subsidiaries, all of the Subsidiary
Securities of each Domestic Subsidiary.

                                       27
<PAGE>

         "Pledge Joinder Agreement" means each Pledge Joinder Agreement,
substantially in the form thereof attached to the Pledge Agreement, executed and
delivered by a Guarantor to the Administrative Agent pursuant to Section 4.01 or
6.14 or otherwise, in each case as amended, modified, supplemented, amended and
restated or replaced.

         "Post-Closing Agreement" has the meaning set forth in Section 4.01(a).

         "Pro Rata Revolving Share" means, with respect to each Revolving Lender
at any time, a fraction (expressed as a percentage, carried out to the ninth
decimal place), the numerator of which is the amount of the Revolving Credit
Commitment of such Revolving Lender at such time and the denominator of which is
the amount of the Aggregate Revolving Credit Commitments at such time; provided
that if the Aggregate Revolving Credit Commitments have been terminated at such
time, then the Pro Rata Revolving Share of each Revolving Lender shall be (x)
with respect to the distribution of payments to such Revolving Lender, the
percentage (carried out to the ninth decimal place) of the aggregate Outstanding
Amount that is held by such Revolving Lender (with the aggregate amount of each
Revolving Lender's funded participations in L/C Obligations and Swing Line Loans
being deemed "held" by such Revolving Lender for this purpose), and (y) for all
other purposes, determined based on the Pro Rata Revolving Share of such
Revolving Lender immediately prior to such termination and after giving effect
to any subsequent assignments made pursuant to Section 10.07. The Pro Rata
Revolving Share of each Revolving Lender as of the Closing Date is set forth
opposite the name of such Revolving Lender on Schedule 1.02(a) or in the
Assignment and Assumption pursuant to which such Revolving Lender becomes a
party hereto, as applicable.

         "Pro Rata Term A Share" means, with respect to each Term Loan A Lender,
the percentage (carried out to the ninth decimal place) of the principal amount
of the Term Loan A funded (including fundings pursuant to Section 2.15) by such
Term Loan A Lender as of the date of measurement thereof, after giving effect to
any subsequent assignments made pursuant to Section 10.07. The Pro Rata Term A
Share of each Term Loan A Lender as of the Closing Date is set forth opposite
the name of such Term Loan A Lender on Schedule 1.02(a) or in the Assignment and
Assumption pursuant to which such Term Loan A Lender becomes a party hereto, as
applicable.

         "Pro Rata Term B Share" means, with respect to each Term Loan B Lender
at any time, the percentage (carried out to the ninth decimal place) of the
principal amount of the Term Loan B funded (including fundings pursuant to
Section 2.15) or committed to be funded, or both, by such Term Loan B Lender as
of the date of measurement thereof, after giving effect to any subsequent
assignments made pursuant to Section 10.07. The initial Pro Rata Term B Share of
each Term Loan B Lender is set forth opposite the name of such Term Loan B
Lender on Schedule 1.02(a) or in the Assignment and Assumption pursuant to which
such Term Loan B Lender becomes a party hereto, as applicable.

         "Quarterly Fee Calculation Date" shall mean the last Business Day of
each March, June, September and December.

         "Quarterly Fee Payment Date" means, with respect to any Quarterly Fee
Calculation Date, the date that is five (5) Business Days after such Quarterly
Fee Calculation Date.

                                       28
<PAGE>

         "Register" has the meaning set forth in Section 10.07(c).

         "Related Swap Contract" means all Swap Contracts which are entered into
or maintained with a Lender or Affiliate of a Lender in connection with
Indebtedness of the Borrower arising under the Loan Documents or the
Subordinated Indenture and which are not prohibited by the express terms of the
Loan Documents.

         "Reportable Event" means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

         "Repurchase Agreement" means a repurchase agreement entered into with
(i) any financial institution whose debt obligations are rated "A" by either of
S&P or Moody's or whose commercial paper is rated "A-1" by S&P or "P-1" by
Moody's, or (ii) any Lender.

         "Required Lenders" means, as of any date of determination, Lenders
having more than 50% of the Aggregate Commitments or, at any time after the
Aggregate Revolving Credit Commitments have been terminated, Lenders holding in
the aggregate more than 50% of the Total Outstandings (with the aggregate amount
of each Revolving Lender's risk participations and funded participations in L/C
Obligations and Swing Line Loans being deemed "held" by such Revolving Lender
for purposes of this definition); provided that the portion of the Aggregate
Commitments of, and the portion of the Total Outstandings held or deemed held
by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.

         "Required Revolving Lenders" means, as of any date of determination,
Revolving Lenders with Revolving Credit Commitments that total more than 50% of
the Aggregate Revolving Credit Commitments or, at any time after the Aggregate
Revolving Credit Commitments have been terminated, Revolving Lenders holding in
the aggregate more than 50% of the Outstanding Amount of the Revolving Loans
(with the aggregate amount of each Revolving Lender's risk participations and
funded participations in L/C Obligations and Swing Line Loans being deemed
"held" by such Revolving Lender for purposes of this definition); provided that
the portion of the Aggregate Revolving Credit Commitments of, and the portion of
the Outstanding Amount of the Revolving Loans held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Revolving Lenders.

         "Required Term Loan A Lenders" means, as of any date of determination,
Term Loan A Lenders having more than 50% of the Outstanding Amount of the Term
Loan A; provided that the portion of the Outstanding Amount of the Term Loan A
held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Required Term Loan A Lenders.

         "Required Term Loan B Lenders" means, as of any date of determination,
Term Loan B Lenders whose Pro Rata Term B Shares of the Outstanding Amount of
the Term Loan B total more than 50% of the aggregate Outstanding Amount of the
Term Loan B; provided that the Outstanding Amount of the Term Loan B held or
deemed held by any Defaulting Lender shall be excluded for purposes of making a
determination of Required Term Loan B Lenders.

                                       29
<PAGE>

         "Responsible Officer" means the chief executive officer, president,
senior vice president, chief operating officer, vice president, chief financial
officer or treasurer of a Loan Party. Any document delivered hereunder that is
signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate and/or other action of such
Loan Party and such Responsible Officer shall be conclusively presumed to have
acted on behalf of such Loan Party.

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any capital stock or
other equity interest of the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such capital stock or other equity interest
or of any option, warrant or other right to acquire any such capital stock or
other equity interest.

         "Revolving Borrowing" means a borrowing consisting of simultaneous
Revolving Loans of the same Type and, as to Eurodollar Rate Loans, having the
same Interest Period made by each of the Revolving Lenders pursuant to Section
2.02.

         "Revolving Credit Commitment" means, as to each Revolving Lender, its
obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.02,
(b) purchase participations in L/C Obligations, and (c) purchase participations
in Swing Line Loans, in an aggregate principal amount at any one time
outstanding not to exceed the amount set forth opposite such Revolving Lender's
name on Schedule 1.02(a), as such amount may be reduced or adjusted from time to
time in accordance with this Agreement.

         "Revolving Credit Facility" means the facility described in Section
2.02 providing for Revolving Loans to the Borrower by the Revolving Lenders in
the maximum aggregate principal amount at any time outstanding of $70,000,000,
as reduced from time to time pursuant to the terms of this Agreement.

         "Revolving Credit Maturity Date" means (a) the Stated Maturity Date, or
(b) such earlier date upon which the Aggregate Revolving Credit Commitments may
be terminated in accordance with the terms hereof.

         "Revolving Lender" means each Lender that has a Revolving Credit
Commitment or, following termination of the Revolving Credit Commitments, has
Revolving Loans outstanding or participations in an outstanding Letter of Credit
or Swing Line Loan.

         "Revolving Loan" means a Base Rate Loan or a Eurodollar Rate Loan made
to the Borrower by a Revolving Lender in accordance with its Pro Rata Revolving
Share pursuant to Section 2.02, except as otherwise provided herein.

         "Revolving Loan Note" means a promissory note made by the Borrower in
favor of a Revolving Lender evidencing Revolving Loans made by such Revolving
Lender, substantially in the form of Exhibit C-2.

                                       30
<PAGE>

         "Revolving Loan Notice" means a notice of (a) a Revolving Borrowing,
(b) a Conversion of Revolving Loans, or (c) a Continuation of Revolving Loans as
the same Type, pursuant to Section 2.03(a), which, if in writing, shall be
substantially in the form of Exhibit A-1.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. and any successor thereto.

         "Same Day Funds" means immediately available funds.

         "Scheduled Acquisition A" means the Acquisition, if consummated, by the
Borrower and one or more of its Subsidiaries of the entity, or of all or
substantially all of the assets of the entity, set forth on Schedule 1.02(c).

         "Scheduled Acquisition B" means the Acquisition, if consummated, by the
Borrower and one or more of its Subsidiaries of the entity, or of all or
substantially all of the assets of the entity, and on the terms set forth on
Schedule 1.02(d).

         "Scheduled Acquisition B Earn-Out" means the obligation of the Borrower
or any of its Subsidiaries or Affiliates to pay, after the initial closing of
Scheduled Acquisition B, any amount in the form or nature of post-closing
contingent consideration to any of the sellers of Scheduled Acquisition B (or
any of the their respective assignees), pursuant to any provision of any
Scheduled Acquisition B document and in accordance with the provisions of
Schedule 1.02(d).

         "Scheduled Acquisition B Equity Issuance" means the issuance of common
stock of the Borrower on or prior to the date of consummation of Scheduled
Acquisition B (but not later than January 31, 2004), the Net Proceeds of which
are used exclusively to consummate Scheduled Acquisition B.

         "Secured Parties" means, collectively, with respect to each of the
Security Instruments, the Administrative Agent, the Lenders and such other
Persons for whose benefit the Lien thereunder is conferred, as therein provided.

         "Security Agreement" means the Security Agreement dated as of the
Original Closing Date by the Borrower and one or more of the Guarantors to the
Administrative Agent for the benefit of the Secured Parties, as (i) amended by
the Consolidated Security Instrument Amendment, (ii) supplemented from time to
time by the execution and delivery of Security Joinder Agreements pursuant to
Section 4.01 or 6.14 or otherwise, and (iii) otherwise supplemented or amended,
modified, amended and restated or replaced.

         "Security Instruments" means, collectively or individually as the
context may indicate, the Pledge Agreement (including the Pledge Joinder
Agreements and the Pledge Agreement Supplements), the Security Agreement
(including the Security Joinder Agreements), the IP Security Agreement
(including the IP Security Joinder Agreements), the Consolidated Security
Instrument Amendment, and all other agreements (including control agreements),
instruments and other documents, whether now existing or hereafter in effect,
pursuant to which the Borrower or any Subsidiary or other Person shall grant or
convey to the Administrative Agent or the Lenders a Lien in, or any other Person
shall acknowledge any such Lien in, property as security for all or any portion
of the Obligations, any other obligation under any Loan Document



                                       31



<PAGE>



and any obligation or liability arising under any Related Swap Contract, as any
of them may be amended, modified or supplemented from time to time.

         "Security Joinder Agreement" means each Security Joinder Agreement,
substantially in the form thereof attached to the Security Agreement, executed
and delivered by a Guarantor or any other Person to the Administrative Agent
pursuant to Section 4.01 or 6.14 or otherwise, in each case as amended,
modified, supplemented, amended and restated, or replaced.

         "Segment" means a portion of any Term Loan (or all thereof) with
respect to which a particular interest rate is (or is proposed to be)
applicable.

         "Senior Leverage Ratio" means, as of any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, the ratio of (a)
Consolidated Senior Indebtedness as of such date to (b) Consolidated EBITDA for
the Four-Quarter Period ending on or most recently ended prior to such date.

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

                  (a) the fair value of its assets (both at fair valuation and
         at present fair saleable value on an orderly basis) is in excess of the
         total amount of its liabilities, including Contingent Obligations; and

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

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

         "Stated Maturity Date" means April 24, 2007.

         "Stated Term Loan B Maturity Date" means April 24, 2008.

         "Stockholders' Equity" means, as of any date of determination for the
Borrower and its Subsidiaries on a consolidated basis, stockholders' equity as
of that date determined in accordance with GAAP.

         "Subordinated Indebtedness" means, without duplication, (i) all
obligations of the Borrower and its Subsidiaries with respect to the
Subordinated Notes as set forth therein and in the applicable Subordinated
Indenture, and (ii) all obligations of the Borrower and its Subsidiaries with
respect to the Tilia Seller Note as set forth therein.

         "Subordinated Indenture" means, collectively, (i) that certain
Indenture dated as of April 24, 2002 between the Borrower and The Bank of New
York, as Trustee, as amended from time to time in accordance with its terms and
the terms of this Agreement (the "2002 Indenture"), and (ii) that certain
Indenture dated as of January 29, 2003, as supplemented by a first Supplemental
Indenture dated as of May 8, 2003, each between the Borrower and The Bank of New
York, as Trustee, as amended or further supplemented from time to time in
accordance with its terms and the terms of this Agreement.

                                       32
<PAGE>

         "Subordinated Notes" has the meaning given the term "Notes" in each
Subordinated Indenture, including the Exchange Notes.

         "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower.

         "Subsidiary Securities" means the shares of capital stock or the other
equity interests issued by or equity participations in any Subsidiary, whether
or not constituting a "security" under Article 8 of the Uniform Commercial Code
as in effect in any jurisdiction.

         "Swap Contract" means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

         "Swap Termination Value" means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a), the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include any Lender).

         "Swing Line" means the revolving credit facility made available by the
Swing Line Lender pursuant to Section 2.05.

         "Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant
to Section 2.05.

                                       33
<PAGE>

         "Swing Line Lender" means Bank of America in its capacity as provider
of Swing Line Loans, or any successor swing line lender hereunder.

         "Swing Line Loan" has the meaning specified in Section 2.05(a).

         "Swing Line Revolving Loan Notice" means a notice of a Swing Line
Borrowing pursuant to Section 2.05(b), which, if in writing, shall be
substantially in the form of Exhibit B.

         "Swing Line Note" means a promissory note made by the Borrower in favor
of the Swing Line Lender evidencing Swing Line Loans made by such Lender,
substantially in the form of Exhibit C-3.

         "Swing Line Sublimit" means an amount equal to the lesser of the
Aggregate Revolving Credit Commitments and $10,000,000. The Swing Line Sublimit
is part of, and not in addition to, the Aggregate Revolving Credit Commitments.

         "Syndication Agent" means Canadian Imperial Bank of Commerce, in its
capacity as syndication agent under any of the Loan Documents, or any successor
syndication agent.

         "Synthetic Lease Obligation" means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

         "Taxes" has the meaning therefor set forth in Section 3.01(a).

         "Term Loan" or "Term Loans" means, individually or collectively as the
context may indicate, each of the Term Loan A and Term Loan B, as the case may
be.

         "Term Loan A" means the Term Loan made pursuant to the Term Loan A
Facility, as described in Section 2.01(a).

         "Term Loan A Amendment" means that certain Amendment No. 3 to Credit
Agreement and Waiver, dated as of January 31, 2003, which amended the Existing
Agreement.

         "Term Loan A Facility" means, subject to any increase pursuant to
Section 2.15, the facility described in Section 2.01(a) consisting of the Term
Loan (in this instance, as defined in the Existing Agreement) previously
advanced to the Borrower by the Term Loan A Lenders, the original principal
amount of $50,000,000 of which was advanced on the Original Closing Date, and
the increased principal amount of $10,000,000 of which was advanced at the
closing of the Term Loan A Amendment.

         "Term Loan A Lender" means each Lender that has a portion of the Term
Loan A outstanding under the Term Loan A Facility.

         "Term Loan A Maturity Date" means (a) the Stated Maturity Date, or (b)
such earlier date upon which the Outstanding Amounts under the Term Loan A,
including all accrued and


                                       34

<PAGE>

unpaid interest, are either due and payable or are otherwise paid in full in
accordance with the terms hereof.

         "Term Loan A Note" means a promissory note made by the Borrower in
favor of a Term Loan A Lender evidencing the portion of the Term Loan A made by
such Term Loan A Lender, substantially in the form of Exhibit C-1.

         "Term Loan B" means the Term Loan made pursuant to the Term Loan B
Facility in accordance with Section 2.01(b).

         "Term Loan B Facility" means, subject to any increase pursuant to
Section 2.15, the facility described in Section 2.01(b) providing for a Term
Loan to the Borrower by the Term Loan B Lenders on the Closing Date in a maximum
principal amount of $150,000,000.

         "Term Loan B Lender" means each Lender that has a portion of the Term
Loan B outstanding under the Term Loan B Facility.

         "Term Loan B Maturity Date" means (a) the Stated Term Loan B Maturity
Date, or (b) such earlier date upon which the Outstanding Amounts under the Term
Loan B, including all accrued and unpaid interest, are either due and payable or
are otherwise paid in full in accordance with the terms hereof.

         "Term Loan B Note" means a promissory note made by the Borrower in
favor of a Term Loan B Lender evidencing the portion of the Term Loan B made by
such Term Loan B Lender, substantially in the form of Exhibit C-4.

         "Term Loan Facilities" means the Term Loan A Facility and the Term Loan
B Facility.

         "Term Loan Interest Rate Selection Notice" means the written notice
delivered by a Responsible Officer of the Borrower in connection with the
election of a subsequent Interest Period for any Eurodollar Rate Segment or the
Conversion of any Eurodollar Rate Segment into a Base Rate Segment or the
Conversion of any Base Rate Segment into a Eurodollar Rate Segment,
substantially in the form of Exhibit A-2.

         "Term Loan Notes" means the Term Loan A Notes and the Term Loan B
Notes.

         "Threshold Amount" means $10,000,000.

         "Tilia Earn-Out" means the obligation of the Borrower or any of its
Subsidiaries or Affiliates to pay, after the initial closing of the Transaction,
any amount in the form or nature of post-closing contingent consideration to the
Tilia Sellers or Xeme Capital Corporation, a Cook Islands entity (or any of
their respective assignees), pursuant to Section 3.2 of the Asset Purchase
Agreement or any other provision of any Transaction Document.

         "Tilia Escrow Agreement" means, individually or collectively as the
context may indicate, such of the Long Term Escrow Agreement (as defined in the
Asset Purchase Agreement) and the Sellers' Escrow Agreement (as defined in the
Asset Purchase Agreement), each of which was executed in connection with, and
attached as Exhibit B-2 and Exhibit B-1 respectively to, the Asset Purchase
Agreement, as remains in effect.

                                       35

<PAGE>

         "Tilia Seller Note" means that certain promissory note by the Borrower
in favor of Tilia International, Inc. dated as of April 24, 2002 in the
aggregate initial principal amount of $5,000,000, which is due on April 24,
2004.

         "Tilia Sellers" means, collectively or individually as the context may
indicate, Tilia International, Inc., a Cook Islands company, Tilia, Inc., a
California company, and Tilia Canada, Inc., a Canadian company, or their
successors, being the sellers of the Tilia business assets under the Transaction
Documents.

         "Total Leverage Ratio" means, as of any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, the ratio of (a)
Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for
the Four-Quarter Period ending on or most recently ended prior to such date.

         "Total Outstandings" means, at any date of determination thereof, the
aggregate of the Outstanding Amount of (a) the Term Loan A, (b) the Term Loan B,
(c) Revolving Loans, (d) L/C Obligations and (e) Swing Line Loans.

         "Transaction" means the Acquisition by the Borrower and its
Subsidiaries of all or substantially all of the assets of Tilia International,
Inc., a Cook Islands corporation, and its Subsidiaries in accordance with the
terms of the Transaction Documents.

         "Transaction Documents" means, individually or collectively as the
context may indicate, (i) the Asset Purchase Agreement, (ii) the Tilia Seller
Note, (iii) the Tilia Escrow Agreement, and (iv) each other document entered
into or delivered by the Borrower and the Tilia Sellers, or any of them, related
to or in connection with the Transaction.

         "2002 Indenture" has the meaning set forth in the definition of
Subordinated Indenture.

         "Type" means with respect to a Revolving Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA, over the current value
of that Pension Plan's assets, determined in accordance with the assumptions
used for funding the Pension Plan pursuant to Section 412 of the Code for the
applicable plan year.

         "Unreimbursed Amount" has the meaning set forth in Section 2.04(c)(i).

         "Voting Securities" means shares of capital stock issued by a
corporation, or equivalent interests in any other Person, the holders of which
are ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such Person,
even if the right so to vote has been suspended by the happening of such a
contingency.

         1.03 OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement
and each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

         (a) The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

                                       36
<PAGE>

         (b) (i) The words "herein" and "hereunder" and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and
not to any particular provision thereof.

                  (ii) Article, Section, Exhibit and Schedule references are to
         the Loan Document in which such reference appears.

                  (iii) The term "including" is by way of example and not
         limitation.

                  (iv) The term "documents" includes any and all instruments,
         documents, agreements, certificates, notices, reports, financial
         statements and other writings, however evidenced, whether in physical
         or electronic form.

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

         (d) Each reference to "basis points" or "bps" shall be interpreted in
accordance with the convention that 100 bps = 1.0%.

         (e) Section headings herein and in the other Loan Documents are
included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.

         1.04 ACCOUNTING TERMS. (a) All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed herein.

         (b) If at any time any change in GAAP would affect the computation of
any financial ratio or requirement set forth in any Loan Document, and either
the Borrower or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of the Required Lenders); provided that, until
so amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

         (c) With respect to any Acquisition consummated on or after the Closing
Date or during any Four-Quarter Period that includes the Closing Date, including
the Lehigh Acquisition, Scheduled Acquisition A (if consummated) and Scheduled
Acquisition B (if consummated), the following shall apply:

                                       37
<PAGE>

                  (i) Commencing on the first fiscal quarter end of the Borrower
         next following the date of each Acquisition, for each of the next four
         periods of four fiscal quarters of the Borrower, Consolidated EBITDA
         with respect to the Total Leverage Ratio and the Senior Leverage Ratio
         shall include the results of operations of the Person or assets so
         acquired on a historical pro forma basis, and which amounts may include
         such adjustments, including such adjustments as are permitted under
         Regulation S-X of the Securities and Exchange Commission, as in each
         case are reasonably satisfactory to the Administrative Agent;

                  (ii) Commencing on the first fiscal quarter end of the
         Borrower next following the date of each Acquisition, for each of the
         next four periods of four fiscal quarters of the Borrower, Consolidated
         Interest Charges as a component of Consolidated EBITDA with respect to
         the Total Leverage Ratio and the Senior Leverage Ratio shall include
         the results of operations of the Person or assets so acquired, which
         amounts shall be determined on a historical pro forma basis; provided,
         however, Consolidated Interest Expense shall be adjusted on a
         historical pro forma basis to (i) eliminate interest expense accrued
         during such period on any Indebtedness repaid in connection with such
         Acquisition and (ii) include interest expense on any Indebtedness
         (including Indebtedness hereunder) incurred, acquired or assumed in
         connection with such Acquisition ("Incremental Debt") calculated (A) as
         if all such Incremental Debt had been incurred as of the first day of
         such Four-Quarter Period and (B) at the following interest rates: (I)
         for all periods subsequent to the date of the Acquisition and for
         Incremental Debt assumed or acquired in the Acquisition and in effect
         prior to the date of Acquisition, at the actual rates of interest
         applicable thereto, and (II) for all periods prior to the actual
         incurrence of such Incremental Debt, equal to the rate of interest
         actually applicable to such Incremental Debt hereunder or under other
         financing documents applicable thereto as at the end of each affected
         period of such four fiscal quarters, as the case may be;

provided that, notwithstanding anything to the contrary set forth herein, (A)
in making the Acquisition Adjustments described above, the Borrower may elect
to exclude any adjustment to Consolidated EBITDA arising from any Acquisition
having a Cost of Acquisition not in excess of $2,500,000, and (B) for each
business or entity acquired by the Borrower or its Subsidiaries that has not
historically reported financial results on a quarterly or monthly basis (or
such quarterly or monthly results are not available to the Borrower or its
Subsidiaries) the Borrower shall provide its reasonable estimate as to the
quarterly or monthly results based on available financial results and the books
and records of the acquired business or entity for the purposes of providing
any historical pro forma data required to be delivered pursuant to this
Agreement, including such supplementary information pertaining thereto as the
Administrative Agent may reasonably request.

         1.05 ROUNDING. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

         1.06 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual


                                       38

<PAGE>



instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the
extent that such amendments, restatements, extensions, supplements and
other modifications are not prohibited by any Loan Document; and (b) references
to any Law shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such Law.

                                   ARTICLE II

                      THE COMMITMENTS AND CREDIT EXTENSIONS

         2.01 TERM LOANS.

         (a) Term Loan A. The Borrower hereby acknowledges that each Term Loan A
Lender has previously advanced its Pro Rata Term A Share of the Term Loan A in
Dollars to the Borrower, whether on the Original Closing Date or on the date of
the Term Loan A Amendment, and that Schedule 1.02(a) sets forth the Outstanding
Amount of the Term Loan A and each Term Loan A Lender's Pro Rata Term A Share as
of the Closing Date. The principal amount of each Segment of the Term Loan A
outstanding hereunder from time to time shall bear interest and the Term Loan A
shall be repayable as herein provided. No amount of the Term Loan A repaid or
prepaid by the Borrower may be reborrowed hereunder, and (except as provided
pursuant to Section 2.15) no additional Borrowing under the Term Loan A Facility
shall be allowed or is contemplated by this Agreement.

         (b) Term Loan B. Subject to the terms and conditions of this Agreement,
each Term Loan B Lender severally agrees to make an advance of its Pro Rata Term
B Share of the Term Loan B Facility in Dollars to the Borrower on the Closing
Date. The principal amount of each Segment of the Term Loan B outstanding
hereunder from time to time shall bear interest and the Term Loan B shall be
repayable as herein provided. No amount of the Term Loan B repaid or prepaid by
the Borrower may be reborrowed hereunder, and (except as provided pursuant to
Section 2.15) no Borrowing under the Term Loan B Facility shall be allowed other
than the advance set forth in the first sentence of this Section 2.01(b). Each
Term Loan B Lender shall, pursuant to the terms and subject to the conditions of
this Agreement, make available by wire transfer to the Administrative Agent not
later than 2:30 P.M. New York time on the Closing Date, the amount of its Pro
Rata Term B Share of the Term Loan B Facility. Each such wire transfer shall be
directed to the Administrative Agent at the Administrative Agent's Office and
shall be in the form of Same Day Funds in Dollars. The amounts so received by
the Administrative Agent shall, subject to the terms and conditions of this
Agreement, including without limitation the satisfaction of all applicable
conditions in Sections 4.01 and 4.02, be made available to the Borrower by
delivery of the proceeds thereof as shall be directed by the Responsible Officer
of the Borrower and reasonably acceptable to the Administrative Agent. The
initial Borrowing of the Term Loan B Facility on the Closing Date may be a
Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i)
notwithstanding anything to the contrary in Section 2.03 or otherwise, any
Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term
Loan B Facility, and each Conversion to or Continuation of a Eurodollar Rate
Segment made during the period of fourteen days after the Closing Date, may only
be for a period beginning on the date such Eurodollar Rate Segment is initially
advanced, or on the date any Segment is Continued as or Converted into a
Eurodollar Rate Segment, and ending on the date that is one week thereafter, and
(ii) if the Borrower desires that any portion of the initial




                                       39


<PAGE>



Borrowing of the Term Loan B Facility is advanced as a Eurodollar Rate Segment,
the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment
only if, not later than three Business Days prior to the date that is then
anticipated to be the Closing Date, the Administrative Agent has received from
the Borrower a Term Loan Interest Rate Selection Notice with respect thereto,
together with the Borrower's written acknowledgement in form and substance
satisfactory to the Administrative Agent that the provisions of Section 3.05
hereof shall apply to any failure by the Borrower to borrow on the date set
forth in such Term Loan Interest Rate Selection notice any or all of the amounts
specified in such Term Loan Interest Rate Selection Notice.

         2.02 REVOLVING LOANS. Subject to the terms and conditions set forth
herein, each Revolving Lender severally agrees to make, Convert and Continue
Revolving Loans in Dollars to the Borrower from time to time on any Business Day
during the period from the Closing Date to the Revolving Credit Maturity Date;
provided, however, that after giving effect to any Revolving Borrowing, (i) the
aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C
Obligations shall not exceed the Aggregate Revolving Credit Commitments, and
(ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving
Lender, plus such Revolving Lender's Pro Rata Revolving Share of the aggregate
Outstanding Amount of all L/C Obligations, plus such Revolving Lender's Pro Rata
Revolving Share of the aggregate Outstanding Amount of all Swing Line Loans,
shall not exceed such Revolving Lender's Revolving Credit Commitment. Within the
limits of each Revolving Lender's Revolving Credit Commitment, and subject to
the other terms and conditions hereof, the Borrower may borrow under this
Section 2.02, prepay under Section 2.06, and reborrow under this Section 2.02.
Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.

         2.03 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF REVOLVING LOANS;
CONVERSIONS AND CONTINUATIONS OF SEGMENTS OF THE TERM LOANS.

         (a) Each Revolving Borrowing, each Conversion of Revolving Loans or
Segments of either Term Loan, and each Continuation of Revolving Loans or
Segments of either Term Loan shall be made upon the Borrower's irrevocable
notice to the Administrative Agent, which may be given by telephone. Each such
notice must be received by the Administrative Agent not later than 12:00 noon,
New York time, (i) three Business Days prior to the requested date of any
Borrowing of, Conversion to or Continuation of Eurodollar Rate Loans, and (ii)
on the requested date of any Borrowing of, or Conversion to, Base Rate Loans.
Each such telephonic notice must be confirmed promptly by delivery to the
Administrative Agent of a written Revolving Loan Notice or Term Loan Interest
Rate Selection Notice, appropriately completed and signed by a Responsible
Officer (unless such Revolving Loan Notice is being delivered by the Swing Line
Lender pursuant to Section 2.05(c) or by the Administrative Agent on behalf of
the L/C Issuer pursuant to Section 2.04(c)(i)); provided that the lack of such
prompt confirmation shall not affect the conclusiveness or binding effect of
such telephonic notice. Each Borrowing of, Conversion to or Continuation of
Eurodollar Rate Loans shall be in a principal amount of $2,500,000 or a whole
multiple of $500,000 in excess thereof. Except as provided in Sections 2.04(c)
and 2.05(c), each Borrowing of or Conversion to Base Rate Loans shall be in a
principal amount of $2,500,000 or a whole multiple of $500,000 in excess
thereof. Each Revolving Loan Notice (whether telephonic or written) shall be
substantially in the form of Exhibit A-1 attached hereto, and each Term Loan
Interest Rate Selection Notice (whether telephonic or written) shall

                                       40
<PAGE>

be substantially in the form of Exhibit A-2 attached hereto. If the Borrower
fails to specify a Type of Revolving Loan in a Revolving Loan Notice or Type of
Segment in a Term Loan Interest Rate Selection Notice, or if the Borrower fails
to give a timely notice requesting a Conversion or Continuation, then the
applicable Revolving Loans and Segments of the applicable Term Loan shall,
subject to the last sentence of this Section 2.03(a), be made or Continued as,
or Converted to, Base Rate Loans. Any such automatic Conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect. If no timely notice of a Conversion or Continuation is provided by the
Borrower, the Administrative Agent shall notify each applicable Lender of the
details of any automatic Conversion to Base Rate Loans. If the Borrower requests
a Borrowing of, Conversion to, or Continuation of Eurodollar Rate Loans in any
such Revolving Loan Notice or Term Loan Interest Rate Selection Notice, but
fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month.

         (b) Following receipt of a Revolving Loan Notice, the Administrative
Agent shall promptly notify each Revolving Lender of its Pro Rata Revolving
Share of the applicable Revolving Loans. Each Revolving Lender shall make the
amount of its Revolving Loan available to the Administrative Agent in Same Day
Funds in Dollars at the Administrative Agent's Office not later than (x) 2:00
p.m., New York time, on the date of a Revolving Borrowing for the account of the
L/C Issuer pursuant to Section 2.04(c)(ii), or (y) 3:00 p.m., New York time, in
all other cases, on the Business Day specified in the applicable Revolving Loan
Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02
(and, if such Borrowing is the initial Credit Extension, Section 4.01), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Bank of America with the amount of
such funds or (ii) wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent
by the Borrower.

         (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
Continued or Converted only on the last day of the Interest Period for such
Eurodollar Rate Loan. During the existence of a Default or Event of Default, (i)
no Revolving Loan may be requested as, Converted into or Continued as a
Eurodollar Rate Loan without the consent of the Required Revolving Lenders, and
the Required Revolving Lenders may demand that any or all of the then
outstanding Eurodollar Rate Loans be Converted immediately to Base Rate Loans,
(ii) no Segment of the Term Loan A may be Converted into or Continued as a
Eurodollar Rate Segment without the consent of the Required Term Loan A Lenders,
and the Required Term Loan A Lenders may demand that any or all of the then
outstanding Eurodollar Rate Segments be Converted immediately to Base Rate
Segments, and (iii) no Segment of the Term Loan B may be Converted into or
Continued as a Eurodollar Rate Segment without the consent of the Required Term
Loan B Lenders, and the Required Term Loan B Lenders may demand that any or all
of the then outstanding Eurodollar Rate Segments be Converted immediately to
Base Rate Segments.

         (d) The Administrative Agent shall promptly notify the Borrower and the
applicable Lenders of the interest rate applicable to any Eurodollar Rate Loan
upon determination of such interest rate. The determination of the Eurodollar
Rate by the Administrative Agent shall be conclusive in the absence of manifest
error.

                                       41
<PAGE>

         (e) After giving effect to all Revolving Borrowings, all Conversions of
Revolving Loans from one Type to the other, and all Continuations of Revolving
Loans as the same Type, there shall not be more than five Interest Periods in
effect with respect to Revolving Loans.

         (f) After giving effect to the Borrowing under the Term Loan A
Facility, all Conversions of Segments of the Term Loan A from one Type to the
other, and all Continuations of Segments of the Term Loan A as the same Type,
there shall not be more than five Interest Periods in effect with respect to
Segments of the Term Loan A.

         (g) After giving effect to the Borrowings under the Term Loan B
Facility that have been made as of such date, all Conversions of Segments of the
Term Loan B from one Type to the other, and all Continuations of Segments of the
Term Loan B as the same Type, there shall not be more than four Interest Periods
in effect with respect to Segments of the Term Loan B.

         2.04 LETTERS OF CREDIT.

         (a) The Letter of Credit Commitment.

                  (i) Subject to the terms and conditions set forth herein
         (including, with respect to the Designated L/C Issuer, the last
         sentence of this Section 2.04(a)(i)), (A) each L/C Issuer agrees, in
         reliance upon the agreements of the other Revolving Lenders set forth
         in this Section 2.04, (1) from time to time on any Business Day during
         the period from the Closing Date until the Letter of Credit Expiration
         Date, to issue Letters of Credit in Dollars for the account of the
         Borrower, and to renew Letters of Credit previously issued by it, in
         accordance with subsection (b) below, and (2) to honor drafts under the
         Letters of Credit previously issued by it; and (B) the Revolving
         Lenders severally agree to risk participate in Letters of Credit issued
         for the account of the Borrower; provided that no L/C Issuer shall be
         obligated to make any L/C Credit Extension with respect to any Letter
         of Credit, and no Revolving Lender shall be obligated to risk
         participate in, any Letter of Credit if as of the date of such L/C
         Credit Extension, (x) the aggregate Outstanding Amount of all Revolving
         Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate
         Revolving Credit Commitments, (y) the aggregate Outstanding Amount of
         the Revolving Loans of any Revolving Lender, plus such Revolving
         Lender's Pro Rata Revolving Share of the Outstanding Amount of all L/C
         Obligations, plus such Revolving Lender's Pro Rata Revolving Share of
         the Outstanding Amount of all Swing Line Loans, would exceed such
         Revolving Lender's Revolving Credit Commitment, or (z) the Outstanding
         Amount of the L/C Obligations would exceed the Letter of Credit
         Sublimit. Within the foregoing limits, and subject to the terms and
         conditions hereof, the Borrower's ability to obtain Letters of Credit
         shall be fully revolving, and accordingly the Borrower may, during the
         foregoing period, obtain Letters of Credit to replace Letters of Credit
         that have expired or that have been drawn upon and reimbursed.
         Notwithstanding the foregoing, however, in no event shall the
         Designated L/C Issuer be obligated to make any L/C Credit Extension
         with respect to any Letter of Credit if after the making of such L/C
         Credit Extension the Outstanding Amount of the L/C Obligations of the
         Designated L/C Issuer with respect to Letters of Credit issued by it
         would exceed the Designated L/C Issuer Amount.

                                       42
<PAGE>

                  (ii) No L/C Issuer shall be under any obligation to issue any
         Letter of Credit if:

                           (A) any order, judgment or decree of any Governmental
                  Authority or arbitrator shall by its terms purport to enjoin
                  or restrain such L/C Issuer from issuing such Letter of
                  Credit, or any Law applicable to such L/C Issuer or any
                  request or directive (whether or not having the force of law)
                  from any Governmental Authority with jurisdiction over such
                  L/C Issuer shall prohibit, or request that such L/C Issuer
                  refrain from, the issuance of letters of credit generally or
                  such Letter of Credit in particular or shall impose upon such
                  L/C Issuer with respect to such Letter of Credit any
                  restriction, reserve or capital requirement (for which such
                  L/C Issuer is not otherwise compensated hereunder) not in
                  effect on the Original Closing Date, or shall impose upon such
                  L/C Issuer any unreimbursed loss, cost or expense which was
                  not applicable on the Original Closing Date and which such L/C
                  Issuer in good faith deems material to it;

                           (B) subject to Section 2.04(b)(iii), the expiry date
                  of such requested Letter of Credit would occur more than
                  twelve months after the date of issuance or last renewal,
                  unless the Required Revolving Lenders have approved such
                  expiry date;

                           (C) the expiry date of such requested Letter of
                  Credit would occur after the Letter of Credit Expiration Date,
                  unless all the Revolving Lenders have approved such expiry
                  date; or

                           (D) the issuance of such Letter of Credit would
                  violate one or more policies of such L/C Issuer.

                  (iii) No L/C Issuer shall be under any obligation to amend any
         Letter of Credit if (A) such L/C Issuer would have no obligation at
         such time to issue such Letter of Credit in its amended form under the
         terms hereof, or (B) the beneficiary of such Letter of Credit does not
         accept the proposed amendment to such Letter of Credit.

         (b) Procedures for Issuance and Amendment of Letters of Credit;
Auto-Renewal Letters of Credit.

                  (i) Each Letter of Credit shall be issued or amended, as the
         case may be, upon the request of the Borrower delivered to the
         applicable L/C Issuer (with a copy to the Administrative Agent) in the
         form of a Letter of Credit Application, appropriately completed and
         signed by a Responsible Officer. Such L/C Application must be received
         by the applicable L/C Issuer and the Administrative Agent not later
         than 1:00 p.m., New York time, at least two Business Days (or such
         later time on such date as such L/C Issuer may agree in a particular
         instance in its sole discretion) prior to the proposed issuance date or
         date of amendment, as the case may be. In the case of a request for an
         initial issuance of a Letter of Credit, such Letter of Credit
         Application shall specify in form and detail satisfactory to the
         applicable L/C Issuer: (A) the proposed issuance date of the requested
         Letter of Credit (which shall be a Business Day); (B) the amount
         thereof; (C) the expiry date thereof; (D) the name and address of the
         beneficiary thereof; (E) the



                                       43



<PAGE>



         documents to be presented by such beneficiary in case of any
         drawing thereunder; (F) the full text of any certificate to be
         presented by such beneficiary in case of any drawing thereunder; and
         (G) such other matters as the applicable L/C Issuer may reasonably
         require. In the case of a request for an amendment of any outstanding
         Letter of Credit, such Letter of Credit Application shall specify in
         form and detail satisfactory to the applicable L/C Issuer (A) the
         Letter of Credit to be amended; (B) the proposed date of amendment
         thereof (which shall be a Business Day); (C) the nature of the proposed
         amendment; and (D) such other matters as such L/C Issuer may reasonably
         require.

                  (ii) Promptly after receipt of any Letter of Credit
         Application, the applicable L/C Issuer will confirm with the
         Administrative Agent (by telephone or in writing) that the
         Administrative Agent has received a copy of such Letter of Credit
         Application from the Borrower and, if not, such L/C Issuer will provide
         the Administrative Agent with a copy thereof. Upon receipt by the
         applicable L/C Issuer of confirmation from the Administrative Agent
         that the requested issuance or amendment is permitted under Section
         2.04(a)(i) in terms of any additional L/C Obligations created thereby,
         then, subject to the terms and conditions hereof, such L/C Issuer
         shall, on the requested date, issue a Letter of Credit for the account
         of the Borrower or enter into the applicable amendment, as the case may
         be, in each case in accordance with such L/C Issuer's usual and
         customary business practices. Immediately upon the issuance of each
         Letter of Credit, each Revolving Lender shall be deemed to, and hereby
         irrevocably and unconditionally agrees to, purchase from the applicable
         L/C Issuer a risk participation in such Letter of Credit in an amount
         equal to the product of such Revolving Lender's Pro Rata Revolving
         Share times the amount of such Letter of Credit.

                  (iii) If the Borrower so requests in any applicable Letter of
         Credit Application, the applicable L/C Issuer may, in its sole and
         absolute discretion, agree to issue a Letter of Credit that has
         automatic renewal provisions (each, an "Auto-Renewal Letter of
         Credit"); provided that any such Auto-Renewal Letter of Credit must
         permit the applicable L/C Issuer to prevent any such renewal at least
         once in each twelve-month period (commencing with the date of issuance
         of such Letter of Credit) by giving prior notice to the beneficiary
         thereof not later than a day (the "Nonrenewal Notice Date") in each
         such twelve-month period to be agreed upon at the time such Letter of
         Credit is issued. Unless otherwise directed by the applicable L/C
         Issuer, the Borrower shall not be required to make a specific request
         to such L/C Issuer for any such renewal. Once an Auto-Renewal Letter of
         Credit has been issued, the Revolving Lenders shall be deemed to have
         authorized (but may not require) the applicable L/C Issuer to permit
         the renewal of such Letter of Credit at any time to an expiry date not
         later than the Letter of Credit Expiration Date; provided, however,
         that such L/C Issuer shall not permit any such renewal if (A) such L/C
         Issuer would have no obligation at such time to issue such Letter of
         Credit in its renewed form under the terms hereof, or (B) it has
         received notice (which may be by telephone or in writing) on or before
         the day that is two Business Days before the Nonrenewal Notice Date (1)
         from the Administrative Agent that the Required Revolving Lenders have
         elected not to permit such renewal or (2) from the Administrative
         Agent, any Revolving Lender or the Borrower that one or more of the
         applicable conditions specified in Section 4.02 is not then satisfied.
         Notwithstanding anything to the contrary contained herein, the
         applicable L/C Issuer shall have no



                                       44


<PAGE>



         obligation to permit the renewal of any Auto-Renewal Letter of Credit
         at any time, and in no event shall the expiry date of any Auto-Renewal
         Letter of Credit after any renewal as described herein occur after the
         Letter of Credit Expiration Date, unless all the Revolving Lenders have
         approved such expiry date.

                  (iv) Promptly after its delivery of any Letter of Credit or
         any amendment to a Letter of Credit to an advising bank with respect
         thereto or to the beneficiary thereof, the applicable L/C Issuer will
         also deliver to the Borrower and the Administrative Agent a true and
         complete copy of such Letter of Credit or amendment.

         (c) Drawings and Reimbursements; Funding of Participations.

                  (i) Upon any drawing under any Letter of Credit, the
         applicable L/C Issuer shall notify the Borrower and the Administrative
         Agent thereof. Not later than 11:00 a.m., New York time, on the date of
         any payment by an L/C Issuer under a Letter of Credit (each such date,
         an "Honor Date"), the Borrower shall reimburse such L/C Issuer through
         the Administrative Agent in an amount equal to the amount of such
         drawing in Dollars in Same Day Funds. If the Borrower fails to so
         reimburse such L/C Issuer by such time, the Administrative Agent shall
         promptly notify each Revolving Lender of the Honor Date, the amount of
         the unreimbursed drawing (the "Unreimbursed Amount"), such Revolving
         Lender's Pro Rata Revolving Share thereof and, in accordance with the
         following sentence and Section 2.04(c)(ii), whether a Swing Line
         Borrowing or a Revolving Borrowing will be made to repay the
         Unreimbursed Amount or whether, pursuant to Section 2.04(c)(iii), an
         L/C Borrowing in the amount of the Unreimbursed Amount shall be deemed
         incurred by the Borrower and that each Revolving Lender shall
         participate in such L/C Borrowing in accordance with its Pro Rata
         Revolving Share. In such event, the Borrower shall be deemed to have
         requested a Swing Line Borrowing, without regard to the minimum and
         multiples and times of day for notice specified in Section 2.05, or, if
         the Unreimbursed Amount is greater than the amount available for Swing
         Line Borrowings under the Swing Line Sublimit, a Revolving Borrowing,
         without regard to the minimum and multiples and times of day for notice
         specified in Section 2.03, to be disbursed on the Honor Date in an
         amount equal to the Unreimbursed Amount, but subject, in each case, to
         the amount of the unutilized portion of the Aggregate Revolving Credit
         Commitments, and the conditions set forth in Section 4.02 (other than
         the delivery of a Revolving Loan Notice). Any notice given by an L/C
         Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i)
         shall constitute a notice under Section 2.05(b) or a Revolving Loan
         Notice, respectively, and may be given by telephone if promptly
         confirmed in writing; provided that the lack of such prompt
         confirmation shall not affect the conclusiveness or binding effect of
         such notice.

                  (ii) The Swing Line Lender, if a Swing Line Borrowing can be
         made as determined by the Administrative Agent pursuant to Section
         2.05, shall make funds available to the Administrative Agent for the
         account of the applicable L/C Issuer at the Administrative Agent's
         Office in an amount equal to the Unreimbursed Amount, not later than
         3:00 p.m., New York time, on the Business Day specified in such notice
         by the Administrative Agent. In the event the Administrative Agent
         determines that a Swing Line Borrowing is not so available and, in the
         alternative, pursuant to Section 2.04(c)(i), a Revolving Borrowing or
         an L/C Borrowing is to be made, each Revolving Lender




                                       45





<PAGE>



         (including the Revolving Lender acting as the L/C Issuer with respect
         to such Letter of Credit) shall upon receipt of any notice from the
         Administrative Agent pursuant to Section 2.04(c)(i) make funds in
         Dollars available to the Administrative Agent for the account of the
         applicable L/C Issuer at the Administrative Agent's Office in the
         amount equal to its Pro Rata Revolving Share of the Unreimbursed Amount
         not later than 3:00 p.m., New York time, on the Business Day specified
         in such notice by the Administrative Agent, whereupon, subject to the
         provisions of Section 2.04(c)(iii), each Revolving Lender that so makes
         funds available shall be deemed to have made a Base Rate Loan to the
         Borrower in such amount. The Administrative Agent shall remit the funds
         so received from either the Swing Line Lender or the Revolving Lenders,
         as applicable, to the applicable L/C Issuer.

                  (iii) With respect to any Unreimbursed Amount that is not
         fully refinanced by a Borrowing because the conditions set forth in
         Section 4.02 cannot be satisfied or for any other reason, the Borrower
         shall be deemed to have incurred from the applicable L/C Issuer an L/C
         Borrowing in the amount of the Unreimbursed Amount that is not so
         refinanced by a Borrowing, which L/C Borrowing shall be due and payable
         on demand (together with interest) and shall bear interest at the
         Default Rate. In such event, each Revolving Lender's payment to the
         Administrative Agent for the account of the applicable L/C Issuer
         pursuant to Section 2.04(c)(ii) shall be deemed payment in respect of
         its risk participation in such L/C Borrowing and shall constitute an
         L/C Advance from such Revolving Lender in satisfaction of its risk
         participation obligation in such L/C Borrowing under this Section 2.04.

                  (iv) Until each Revolving Lender funds its Revolving Loan or
         L/C Advance pursuant to Section 2.04(c)(ii) to reimburse the applicable
         L/C Issuer for any Unreimbursed Amount drawn under any Letter of Credit
         or to fund its participation therein, as the case may be, interest in
         respect of such Revolving Lender's Pro Rata Revolving Share of such
         amount shall be solely for the account of such L/C Issuer.

                  (v) Each Revolving Lender's obligation to make Revolving Loans
         or L/C Advances to reimburse the applicable L/C Issuer for amounts
         drawn under Letters of Credit, as contemplated by this Section 2.04(c),
         shall be absolute and unconditional and shall not be affected by any
         circumstance, including (A) any set-off, counterclaim, recoupment,
         defense or other right which such Revolving Lender may have against
         such L/C Issuer, the Borrower or any other Person for any reason
         whatsoever; (B) the occurrence or continuance of a Default or Event of
         Default, or (C) any other occurrence, event or condition, whether or
         not similar to any of the foregoing; provided, however, that each
         Revolving Lender's obligation to make Revolving Loans, and the Swing
         Line Lender's obligation to make Swing Line Loans, pursuant to this
         Section 2.04(c) is subject to the conditions set forth in Section 4.02
         (other than the delivery of a Revolving Loan Notice or Swing Line
         Revolving Loan Notice). Any such reimbursement with the proceeds of
         Revolving Loans or L/C Advances shall not relieve or otherwise impair
         the obligation of the Borrower to reimburse the applicable L/C Issuer
         for the amount of any payment made by such L/C Issuer under any Letter
         of Credit, together with interest as provided herein.

                                       46
<PAGE>

                  (vi) If any Revolving Lender fails to make available to the
         Administrative Agent for the account of an L/C Issuer any amount
         required to be paid by such Revolving Lender pursuant to the foregoing
         provisions of this Section 2.04(c) by the time specified in Section
         2.04(c)(ii), the applicable L/C Issuer shall be entitled to recover
         from such Revolving Lender (acting through the Administrative Agent),
         on demand, such amount with interest thereon for the period from the
         date such payment is required to the date on which such payment is
         immediately available to such L/C Issuer at a rate per annum equal to
         the applicable Federal Funds Rate for three (3) Business Days and
         thereafter at a rate per annum equal to the Default Rate. A certificate
         of the applicable L/C Issuer submitted to any Revolving Lender (through
         the Administrative Agent) with respect to any amounts owing under this
         Section 2.04(c) shall be conclusive absent manifest error.

         (d) Repayment of Participations.

                  (i) At any time after an L/C Issuer has made a payment under
         any Letter of Credit and has received from any Revolving Lender such
         Revolving Lender's L/C Advance in respect of such payment in accordance
         with Section 2.04(c), if the Administrative Agent receives for the
         account of such L/C Issuer any payment in respect of the related
         Unreimbursed Amount or interest thereon (whether directly from the
         Borrower or otherwise, including proceeds of Cash Collateral applied
         thereto by the Administrative Agent), or any payment of interest
         thereon, the Administrative Agent will distribute to such Revolving
         Lender the amount of its Pro Rata Revolving Share thereof
         (appropriately adjusted, in the case of interest payments, to reflect
         the period of time during which such Lender's L/C Advance was
         outstanding) in the same funds as those received by the Administrative
         Agent.

                  (ii) If any payment received by the Administrative Agent for
         the account of an L/C Issuer in respect of any drawing on any Letter of
         Credit is required to be returned (including pursuant to any settlement
         entered into by the Administrative Agent or such L/C Issuer in its
         discretion), each Revolving Lender shall pay to the Administrative
         Agent for the account of the applicable L/C Issuer its Pro Rata
         Revolving Share of such amount on demand of the Administrative Agent,
         plus interest thereon from the date of such demand to the date such
         amount is returned by such Revolving Lender, at a rate per annum equal
         to the applicable Federal Funds Rate from time to time in effect, and
         such payment by each Revolving Lender shall be deemed to be its L/C
         Advance in such amount pursuant to Section 2.04(c)(iii).

(e) Obligations Absolute. The obligation of the Borrower to reimburse each L/C
Issuer for each drawing under each Letter of Credit, and to repay each L/C
Borrowing, shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

                  (i) any lack of validity or enforceability of such Letter of
         Credit, this Agreement, or any other agreement or instrument relating
         thereto;

                  (ii) the existence of any claim, counterclaim, set-off,
         defense or other right that the Borrower may have at any time against
         any beneficiary or any transferee of such Letter of Credit (or any
         Person for whom any such beneficiary or any such transferee



                                       47

<PAGE>


         may be acting), the applicable L/C Issuer or any other Person,
         whether in connection with this Agreement, the transactions
         contemplated hereby or by such Letter of Credit or any agreement or
         instrument relating thereto, or any unrelated transaction;

                  (iii) any draft, demand, certificate or other document
         presented under such Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under such Letter of Credit;

                  (iv) any payment by the applicable L/C Issuer under such
         Letter of Credit against presentation of a draft or certificate that
         does not strictly comply with the terms of such Letter of Credit; or
         any payment made by the applicable L/C Issuer under such Letter of
         Credit to any Person purporting to be a trustee in bankruptcy,
         debtor-in-possession, assignee for the benefit of creditors,
         liquidator, receiver or other representative of or successor to any
         beneficiary or any transferee of such Letter of Credit, including any
         arising in connection with any proceeding under any Debtor Relief Law;
         or

                  (v) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing, including any other circumstance
         that might otherwise constitute a defense available to, or a discharge
         of, the Borrower.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the applicable L/C Issuer. The Borrower shall
be conclusively deemed to have waived any such claim against an L/C Issuer and
its correspondents unless such notice is given as aforesaid.

         (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, no L/C Issuer shall have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. Neither any L/C Issuer,
any Agent-Related Person nor any of the respective correspondents, participants
or assignees of any L/C Issuer shall be liable to any Lender for (i) any action
taken or omitted in connection herewith at the request or with the approval of
the Lenders, Revolving Lenders, Required Revolving Lenders or the Required
Lenders, as applicable; (ii) any action taken or omitted in the absence of gross
negligence or willful misconduct; or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter
of Credit or Letter of Credit Application. The Borrower hereby assumes all risks
of the acts or omissions of any beneficiary or transferee with respect to its
use of any Letter of Credit; provided, however, that this assumption is not
intended to, and shall not, preclude the Borrower's pursuing such rights and
remedies as it may have against the beneficiary or transferee at law or under
any other agreement. Neither any L/C Issuer, any Agent-Related Person, nor any
of the respective correspondents, participants or assignees of any L/C Issuer,
shall be liable or responsible for any of the matters described in clauses (i)
through (v) of Section 2.04(e); provided, however, that anything in such clauses
to the contrary notwithstanding, the Borrower may have a claim against




                                       48


<PAGE>


an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to
the extent, but only to the extent, of any direct, as opposed to consequential,
special, punitive or exemplary, damages suffered by the Borrower which the
Borrower proves were caused by such L/C Issuer's willful misconduct or gross
negligence or such L/C Issuer's willful failure to pay under any Letter of
Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing, any L/C Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and no L/C Issuer shall be responsible 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.

         (g) Cash Collateral. Upon the request of the Administrative Agent, (i)
if an L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if,
as of the Letter of Credit Expiration Date or the Revolving Credit Maturity
Date, any Letter of Credit may for any reason remain outstanding and partially
or wholly undrawn, the Borrower shall immediately Cash Collateralize the
Outstanding Amount of all L/C Obligations plus the Letter of Credit fees payable
with respect to such Letter of Credit (calculated at the Applicable Margin with
respect to Revolving Loans that are Eurodollar Rate Loans then in effect for the
period from the date of such cash collateralization until the expiry date of
such Letter of Credit).

         (h) Applicability of ISP98 and UCP. Unless otherwise expressly agreed
by the applicable L/C Issuer and the Borrower when a Letter of Credit is issued
(including any such agreement applicable to an Existing Letter of Credit), (i)
the rules of the "International Standby Practices 1998" published by the
Institute of International Banking Law & Practice (or such later version thereof
as may be in effect at the time of issuance) shall apply to each standby Letter
of Credit, and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of
Commerce (the "ICC") at the time of issuance shall apply to each commercial
Letter of Credit.

         (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Revolving Lender in accordance with its Pro Rata
Revolving Share a Letter of Credit fee (for each day such Letter of Credit
remains in effect) for each Letter of Credit equal to the Applicable Margin for
Revolving Loans that are Eurodollar Rate Loans multiplied by the daily maximum
amount available to be drawn under such Letter of Credit (each such Letter of
Credit fee being referred to herein as a "Letter of Credit Fee"). Such fee for
each Letter of Credit shall be calculated as of each Quarterly Fee Calculation
Date, commencing with the first such date to occur after the issuance of such
Letter of Credit, and on the Letter of Credit Expiration Date, and shall be due
and payable on the respective Quarterly Fee Payment Date for each such Quarterly
Fee Calculation Date and on the Letter of Credit Expiration Date. If there is
any change in the Applicable Margin with respect to Revolving Loans that are
Eurodollar Rate Loans during any quarter, the actual daily amount of each Letter
of Credit shall be computed and multiplied by the Applicable Margin with respect
to Revolving Loans that are Eurodollar Rate Loans separately for each period
during such quarter that such Applicable Margin was in effect.

                                       49

<PAGE>

         (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to the applicable L/C Issuer for its own
account a fronting fee (for each day such Letter of Credit remains in effect)
for each Letter of Credit in an amount equal to 1/8 of 1% per annum on the daily
maximum amount available to be drawn thereunder, due and payable quarterly in
arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the issuance of such Letter
of Credit, and on the Letter of Credit Expiration Date. In addition, the
Borrower shall pay directly to the applicable L/C Issuer for its own account the
customary issuance, presentation, amendment and other processing fees, and other
standard costs and charges, of such L/C Issuer relating to letters of credit as
from time to time in effect. Such fees and charges are due and payable on demand
and are nonrefundable.

         (k) Conflict with Letter of Credit Application. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

         (l) Designation of Designated L/C Issuer. From time to time, so long as
no Default or Event of Default shall have occurred and be continuing, the
Borrower may designate one Designated L/C Issuer, provided that (i) a written
notice of such designation in form and substance reasonably satisfactory to the
Administrative Agent is delivered by the Borrower to the Administrative Agent
not less than three (3) Business Days prior to the effectiveness of such
designation, which notice shall at a minimum (A) identify the Revolving Lender
to be the Designated L/C Issuer, (B) identify the then-existing Designated L/C
Issuer being replaced, if any, (C) set forth the Designated L/C Issuer Amount,
and (D) contain the express consent of the identified Designated L/C Issuer to
such designation, and its acceptance of the terms and conditions of this
Agreement with respect to Letters of Credit and the issuance of Letters of
Credit by the Designated L/C Issuer, and (ii) as of any date of determination,
there shall not be more than one Designated L/C Issuer. Without limiting the
provisions of Section 10.07(h), any Designated L/C Issuer so designated
hereunder shall continue in such capacity until (A) it shall, by written notice
delivered to the Administrative Agent and the Borrower, terminate its status as
Designated L/C Issuer, or (B) the Borrower shall revoke its designation as
Designated L/C Issuer by notice delivered to the Administrative Agent and the
Designated L/C Issuer (any such notice shall be effective three (3) Business
Days following receipt by the Administrative Agent of such notice or such later
date as may be specified in such notice); provided that no such termination or
revocation of designation described herein shall be permitted or effective until
all Letters of Credit issued by such Designated L/C Issuer shall have expired or
otherwise terminated, or been Cash Collateralized, and all other L/C Obligations
with respect to Letters of Credit issued by such Designated L/C Issuer shall
have been paid and satisfied in full.

         (m) On (i) the last Business Day of each calendar month, and (ii) each
date that an L/C Credit Extension occurs with respect to any Letter of Credit of
such L/C Issuer, each L/C Issuer shall deliver to the Administrative Agent a
report in the form of Exhibit G hereto, appropriately completed with the
respective information for every Letter of Credit of such L/C Issuer.

         2.05 SWING LINE LOANS.

         (a) The Swing Line. Subject to the terms and conditions set forth
herein, the Swing Line Lender agrees to make loans (each such loan, a "Swing
Line Loan") in Dollars, to the




                                       50



<PAGE>


Borrower from time to time on any Business Day during the period from
the Closing Date to the Revolving Credit Maturity Date in an aggregate amount
not to exceed the amount of the Swing Line Sublimit, notwithstanding the fact
that such Swing Line Loans, when aggregated with the aggregate Outstanding
Amount of Revolving Loans and Pro Rata Revolving Share of L/C Obligations of the
Swing Line Lender in its capacity as a Revolving Lender, may exceed the amount
of such Swing Line Lender's Revolving Credit Commitment; provided, however, that
after giving effect to any Swing Line Loan, (i) the aggregate Outstanding Amount
of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed
the Aggregate Revolving Credit Commitments, and (ii) the aggregate Outstanding
Amount of the Revolving Loans of any Revolving Lender other than the Swing Line
Lender, plus such Revolving Lender's Pro Rata Revolving Share of the Outstanding
Amount of all L/C Obligations, plus such Revolving Lender's Pro Rata Revolving
Share of the Outstanding Amount of all Swing Line Loans shall not exceed such
Revolving Lender's Revolving Credit Commitment. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Borrower may borrow under
this Section 2.05, prepay under Section 2.06, and reborrow under this Section
2.05. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the
making of a Swing Line Loan, each Revolving Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the Swing Line
Lender a risk participation in such Swing Line Loan in an amount equal to the
product of such Revolving Lender's Pro Rata Revolving Share times the amount of
the Swing Line Loan.

         (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon
the Borrower's irrevocable notice to the Swing Line Lender and the
Administrative Agent, which may be given by telephone. Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than
4:00 p.m., New York time on the requested borrowing date, and shall specify (i)
the amount to be borrowed, which shall be a minimum of $100,000 and integral
multiples of $25,000 in excess thereof, and (ii) the requested borrowing date,
which shall be a Business Day. Each such telephonic notice must be confirmed
promptly by delivery to the Swing Line Lender and the Administrative Agent of a
written Swing Line Revolving Loan Notice, appropriately completed and signed by
a Responsible Officer. Promptly after receipt by the Swing Line Lender of any
telephonic Swing Line Revolving Loan Notice, the Swing Line Lender will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has also received such Swing Line Revolving Loan Notice
and, if not, the Swing Line Lender will notify the Administrative Agent (by
telephone or in writing) of the contents thereof. Unless the Swing Line Lender
has received notice (by telephone or in writing) from the Administrative Agent
(including at the request of any Revolving Lender) prior to (x) 1:00 p.m., New
York time, in the case of Swing Line Loans to reimburse an L/C Issuer in respect
of drawings under Letters of Credit, or (y) 4:30 p.m., New York time, in all
other cases, on the date of the proposed Swing Line Borrowing (A) directing the
Swing Line Lender not to make such Swing Line Loan as a result of the
limitations set forth in the proviso to the first sentence of Section 2.05(a),
or (B) that one or more of the applicable conditions specified in Section 4.02
is not then satisfied, then, subject to the terms and conditions hereof, the
Swing Line Lender will, not later than (x) 3:00 p.m., New York time, in the case
of Swing Line Loans to reimburse an L/C Issuer in respect of drawings under
Letters of Credit, or (y) 5:00 p.m., New York time, in all other cases, on the
borrowing date specified in such Swing Line Revolving Loan Notice, make the
amount of its Swing Line Loan available to the Borrower by crediting the account
of the Borrower on the books of the Swing Line Lender with the amount of such
funds, in accordance



                                       51





<PAGE>




with instructions provided to (and reasonably acceptable to) the Administrative
Agent by the Borrower.

         (c) Refinancing of Swing Line Loans.

                  (i) The Swing Line Lender at any time in its sole and absolute
         discretion may request, on behalf of the Borrower (which hereby
         irrevocably authorizes the Swing Line Lender to so request on its
         behalf), that a Revolving Loan be made in an amount equal to the amount
         of Swing Line Loans then outstanding, and such request by the Swing
         Line Lender shall constitute a Revolving Loan Notice. Such request
         shall be made in accordance with the requirements of Section 2.03,
         without regard to the minimum and multiples specified therein for the
         principal amount of Revolving Loans, but subject to the unutilized
         portion of the Aggregate Revolving Credit Commitments, and the
         conditions set forth in Section 4.02. Each Revolving Lender shall make
         an amount equal to its Pro Rata Revolving Share of the amount specified
         in such Revolving Loan Notice available to the Administrative Agent in
         Same Day Funds for the account of the Swing Line Lender at the
         Administrative Agent's Office not later than 2:00 p.m., New York time,
         on the Business Day specified in such Revolving Loan Notice, whereupon,
         subject to Section 2.05 (c)(ii), each Revolving Lender that so makes
         funds available shall be deemed to have made a Base Rate Loan to the
         Borrower in such amount. The Administrative Agent shall remit the funds
         so received from the Revolving Lenders to the Swing Line Lender. The
         Administrative Agent shall promptly notify the Borrower of the making
         of a Revolving Loan pursuant to this Section 2.05(c)(i), provided that
         the lack of such prompt notification shall in no way affect the making,
         validity or status of such Revolving Loan.

                  (ii) If for any reason any Revolving Borrowing cannot be
         requested in accordance with Section 2.05(c)(i) or any Swing Line Loan
         cannot be refinanced by such a Revolving Borrowing, the Revolving Loan
         Notice submitted by the Swing Line Lender shall be deemed to be a
         request by the Swing Line Lender that each of the Revolving Lenders
         fund its risk participation in the amount of the relevant Swing Line
         Loan and each Revolving Lender's payment to the Administrative Agent
         for the account of the Swing Line Lender pursuant to Section 2.05(c)(i)
         shall be deemed payment in respect of such risk participation in the
         amount of such Swing Line Loan.

                  (iii) If any Revolving Lender fails to make available to the
         Administrative Agent for the account of the Swing Line Lender any
         amount required to be paid by such Revolving Lender pursuant to the
         foregoing provisions of this Section 2.05(c) by the time specified in
         Section 2.05(c)(i), the Swing Line Lender shall be entitled to recover
         from such Revolving Lender (acting through the Administrative Agent),
         on demand, such amount with interest thereon for the period from the
         date such payment is required to the date on which such payment is
         immediately available to the Swing Line Lender at a rate per annum
         equal to the applicable Federal Funds Rate for three (3) Business Days
         and thereafter at a rate per annum equal to the Default Rate. A
         certificate of the Swing Line Lender submitted to any Revolving Lender
         (through the Administrative Agent) with respect to any amounts owing
         under this Section 2.05(c) shall be conclusive absent manifest error.

                                       52
<PAGE>

                  (iv) Each Revolving Lender's obligation to make Revolving
         Loans or to purchase and fund risk participations in Swing Line Loans
         pursuant to this Section 2.05(c) shall be absolute and unconditional
         and shall not be affected by any circumstance, including (A) any
         set-off, counterclaim, recoupment, defense or other right which such
         Revolving Lender may have against the Swing Line Lender, the Borrower
         or any other Person for any reason whatsoever, (B) the occurrence or
         continuance of a Default or Event of Default, or (C) any other
         occurrence, event or condition, whether or not similar to any of the
         foregoing; provided, however, that each Revolving Lender's obligation
         to make Revolving Loans pursuant to this Section 2.05(c) is subject to
         the conditions set forth in Section 4.02 (other than the delivery by
         the Borrower of a Revolving Loan Notice). Any such purchase of risk
         participations by each Revolving Lender from the Swing Line Lender
         shall not relieve or otherwise impair the obligation of the Borrower to
         repay Swing Line Loans, together with interest as provided herein.

         (d) Repayment of Participations.

                  (i) At any time after any Revolving Lender has purchased and
         funded a risk participation in a Swing Line Loan, if the Swing Line
         Lender receives any payment on account of such Swing Line Loan, the
         Swing Line Lender will distribute in Dollars to such Revolving Lender
         its Pro Rata Revolving Share of such payment (appropriately adjusted,
         in the case of interest payments, to reflect the period of time during
         which such Revolving Lender's risk participation was outstanding and
         funded).

                  (ii) If any payment received by the Swing Line Lender in
         respect of principal or interest on any Swing Line Loan is required to
         be returned by the Swing Line Lender, each Revolving Lender shall pay
         to the Swing Line Lender in Dollars its Pro Rata Revolving Share of
         such amount on demand of the Administrative Agent, plus interest
         thereon from the date of such demand to the date such amount is
         returned (including pursuant to any settlement entered into by the
         Swing Line Lender in its discretion), at a rate per annum equal to the
         applicable Federal Funds Rate. The Administrative Agent will make such
         demand only upon the request of the Swing Line Lender.

         (e) Interest for Account of Swing Line Lender. The Swing Line Lender
shall be responsible for invoicing the Borrower for interest on the Swing Line
Loans. Until each Revolving Lender funds its Revolving Loan or risk
participation pursuant to this Section 2.05, interest in respect of such
Revolving Lender's Pro Rata Revolving Share shall be solely for the account of
the Swing Line Lender.

         (f) Payments Directly to Swing Line Lender. The Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly
to the Swing Line Lender.

                                       53
<PAGE>

         2.06 PREPAYMENTS.

         (a) The Borrower may, upon irrevocable notice to the Administrative
Agent, at any time or from time to time voluntarily prepay Revolving Loans in
whole or in part without premium or penalty; provided that (i) such notice must
be received by the Administrative Agent not later than 12:00 noon, New York
time, (A) one Business Day prior to any date of prepayment of Eurodollar Rate
Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment
of Eurodollar Rate Loans shall be in a principal amount of $2,500,000 or a whole
multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate
Loans shall be in a principal amount of $2,500,000 or a whole multiple of
$500,000 in excess thereof. Each such notice shall specify the date and amount
of such prepayment and the Type(s) of Revolving Loans to be prepaid. The
Responsible Officer of the Borrower shall provide the Administrative Agent
written confirmation of each such telephonic notice but failure to provide such
confirmation shall not affect the validity of such telephonic notice. The
Administrative Agent will promptly notify each Revolving Lender of its receipt
of each such notice, and of such Revolving Lender's Pro Rata Revolving Share of
such prepayment. If such notice is given by the Borrower, the Borrower shall
make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein. Any prepayment of a Eurodollar
Rate Loan shall be accompanied by all accrued interest thereon, together with
any additional amounts required pursuant to Section 3.05. Each such prepayment
shall be applied to the Revolving Loans of the Revolving Lenders in accordance
with their respective Pro Rata Revolving Shares.

         (b) In addition to the required payments of principal of the Term Loans
set forth in Section 2.08(c) and (d) and any mandatory prepayments of principal
of the Term Loans effected under subsection (e) below, the Borrower may, upon
irrevocable notice to the Administrative Agent, voluntarily prepay the Term
Loans in whole or in part from time to time on any Business Day, without penalty
or premium; provided that (i) such notice must be received by the Administrative
Agent not later than 12:00 noon, New York time, three Business Days prior to any
date of prepayment of such Loans, (ii) any prepayment of Eurodollar Rate Loans
shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in
excess thereof (or in the entire remaining principal balance of the Term Loans),
(iii) any prepayment of Base Rate Loans shall be in a principal amount of
$2,500,000 or a whole multiple of $500,000 in excess thereof (or in the entire
remaining principal balance of the Term Loans), and (iv) any such prepayment
will be applied pro rata between Term Loan A and Term Loan B (and, within the
share allocated to Term Loan B, pro rata among the Segments of such Term Loan),
and (within the share allocated to Term Loan A or Term Loan B) pro rata among
the Lenders in such Term Loan; provided further that any Term Loan B Lender may
(by written notice received by the Administrative Agent not less than one
Business Day prior to the date of such prepayment) decline to accept any such
prepayment in whole (but not in part), and thereupon such amount will be applied
to the Outstanding Amount of the Term Loan A (pro rata among the Term Loan A
Lenders) until the Term Loan A is paid in full, after which no Term Loan B
Lender shall have any further such option to decline a prepayment under this
subsection (b), it being understood that if the aggregate amount declined by all
Term Loan B Lenders with respect to any one prepayment exceeds the Outstanding
Amount of the Term Loan A (after giving effect to the amount of such prepayment
to be applied directly to the Term Loan A), the excess will be applied to reduce
the Outstanding Amount of the Term Loan B pro rata among the Term Loan B
Lenders. Each such notice shall specify the date and amount of such prepayment
and the



                                       54

<PAGE>


Type(s) of Segment to be prepaid. The Responsible Officer of the Borrower
shall provide the Administrative Agent written confirmation of each
such telephonic notice but failure to provide such confirmation shall not affect
the validity of such telephonic notice. The Administrative Agent will promptly
notify each applicable Lender of its receipt of each such notice, and such
Lender's pro rata share of such prepayment (calculated in accordance with the
first sentence of this subsection (b)). If such notice is given by the Borrower,
the Borrower shall make such prepayment and the payment amount specified in such
notice shall be due and payable on the date specified therein. Any prepayment of
a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon,
together with any additional amounts required pursuant to Section 3.05. All
prepayments of principal under this Section 2.06(b) shall be applied to
installments of principal of the Term Loan A and of the Term Loan B,
respectively, in inverse order of their maturities.

         (c) The Borrower may, upon irrevocable notice to the Swing Line Lender
(with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the Swing Line Lender
and the Administrative Agent not later than 4:00 p.m., New York time, on the
date of the prepayment, and (ii) any such prepayment shall be in a minimum
principal amount of $50,000 or a whole multiple of $10,000 in excess thereof.
Each such notice shall specify the date and amount of such prepayment. If such
notice is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein.

         (d) If for any reason the Outstanding Amount of all Revolving Loans,
Swing Line Loans and L/C Obligations at any time exceeds the Aggregate Revolving
Credit Commitments then in effect, the Borrower shall immediately prepay
Revolving Loans and/or Swing Line Loans, and/or Cash Collateralize the L/C
Obligations, as it shall select, in an aggregate amount equal to such excess.

         (e) In addition to the required payments of principal of the Term Loans
set forth in Section 2.08(c) and (d) and any optional payments of principal of
the Term Loans and the Revolving Loans effected under subsections (a) and (b)
above, the Borrower shall make the following required prepayments of the Term
Loans and the Revolving Loans, each such payment to be made to the
Administrative Agent for the benefit of the Lenders within the time period
specified below.

                  (i) In the event that the Total Leverage Ratio is greater than
         3.00 to 1.00 as of the end of any fiscal year of the Borrower,
         beginning with the fiscal year ending December 31, 2004, the Borrower
         shall make a prepayment in an amount equal to fifty percent (50%) of
         the amount of Excess Cash Flow, each such prepayment to be made on the
         date financial statements of the Borrower and its Subsidiaries for such
         fiscal year are required to be delivered (or if earlier, the date such
         financial statements are delivered) pursuant to Section 6.01, which
         payment shall be accompanied by a certificate of a Responsible Officer
         of the Borrower (which may be incorporated within the Compliance
         Certificate otherwise required to be delivered under Section 6.02(b))
         setting forth in reasonable detail the calculations utilized in
         computing Excess Cash Flow and the amount of such prepayment.

                                       55
<PAGE>

                  (ii) The Borrower shall make, or shall cause each applicable
         Subsidiary to make, a prepayment with respect to each private or public
         offering of Equity Securities of the Borrower or any Subsidiary (other
         than the Scheduled Acquisition B Equity Issuance and Equity Securities
         issued to the Borrower or a Guarantor) in an amount equal to fifty
         percent (50%) of the Net Proceeds of each issuance of Equity Securities
         of the Borrower or any Subsidiary (or, in the case of the Non-Scheduled
         Acquisition B Equity Issuance, (A) one hundred percent (100%) of the
         first $50,000,000 of the Non-Exempt Net Proceeds thereof and (B) fifty
         percent (50%) of any remaining Non-Exempt Net Proceeds thereof), each
         such prepayment to be made within ten (10) Business Days of receipt of
         such proceeds (or, in the case of Non-Exempt Net Proceeds, within ten
         (10) Business Days of the expiration of the 180-day period following
         the initial Non-Scheduled Acquisition B Equity Issuance) and upon not
         less than five (5) Business Days' prior written notice to the
         Administrative Agent, which notice shall include a certificate of a
         Responsible Officer of the Borrower setting forth in reasonable detail
         the calculations utilized in computing the Net Proceeds of such
         issuance and the amount of such prepayment; provided that no prepayment
         shall be required hereunder of the first $20,000,000 of Net Proceeds in
         each fiscal year of the Borrower realized from (x) the issuance of
         Equity Securities in connection with the exercise of any option,
         warrant or other convertible security of the Borrower or any Subsidiary
         or (y) the issuance, award or grant of Equity Securities to eligible
         participants under a stock plan of the Borrower.

                  (iii) Subject to the proviso in Section 7.05(f), the Borrower
         shall make, or shall cause each applicable Subsidiary to make, a
         prepayment in an amount equal to one hundred percent (100%) of the Net
         Proceeds from each Disposition other than Dispositions permitted under
         Section 7.05(a), (b), (c), (d) and (e), each such prepayment to be made
         within ten (10) Business Days of receipt of the Net Proceeds thereof
         and upon not less than five (5) Business Days' prior written notice to
         the Administrative Agent, which notice shall include a certificate of a
         Responsible Officer of the Borrower setting forth in reasonable detail
         the calculations utilized in computing the Net Proceeds of such
         Disposition and the amount of such prepayment; provided, that despite
         the application of this Section 2.06(e)(iii) to any Disposition that is
         not otherwise permitted under this Agreement, nothing in this Section
         2.06(e)(iii) shall be deemed to permit any Disposition not expressly
         permitted under this Agreement or to constitute a waiver or cure of any
         Default or Event of Default that arises as a result of a Disposition
         that is not permitted under this Agreement.

                  (iv) In the event that the Net Proceeds received from
         insurance carried with respect to the Collateral pursuant to this
         Credit Agreement and the Security Agreement and the other Loan
         Documents is not completely and fully utilized for the repair or
         replacement of Collateral as provided in the Security Agreement or any
         other Loan Document, the Borrower shall make, or shall cause each
         applicable Subsidiary to make, a prepayment in an amount equal to one
         hundred percent (100%) of the Net Proceeds received with respect to
         such insurance that is not so utilized.

         Prepayments made under this Section 2.06(e) shall be applied (a) first,
subject to the first proviso to this sentence, to outstanding principal of the
Term Loan A and Term Loan B, pro rata between the Term Loans (and, within the
share allocated to Term Loan B, pro rata among the



                                       56




<PAGE>


Segments of such Term Loan) and (within the share allocated to Term Loan A or
Term Loan B) pro rata among the Lenders in such Term Loan, and (b) then, upon
payment in full of all Outstanding Amounts under the Term Loans, to repay the
Outstanding Amount under the Revolving Credit Facility, with a permanent
reduction in the Aggregate Revolving Credit Commitment in the amount of such
prepayment required under this Section 2.06(e) after payment in full of the Term
Loans, notwithstanding the Outstanding Amount under the Revolving Credit
Facility, and corresponding permanent reductions in each Revolving Lender's
Revolving Credit Commitment; provided that any Term Loan B Lender may (by
written notice received by the Administrative Agent not less than one Business
Day prior to the date of such prepayment) decline to accept any prepayment
provided for in this Section 2.06(e) in whole (but not in part), and thereupon
such amount will be applied to installments of principal of the Term Loan A (pro
rata among the Term Loan A Lenders) until the Term Loan A is paid in full, after
which no Term Loan B Lender shall have any further such option to decline a
prepayment under this Section 2.06(e), it being understood that if the aggregate
amount declined by all Term Loan B Lenders with respect to any one prepayment
exceeds the Outstanding Amount of the Term Loan A (after giving effect to the
amount of such prepayment to be applied directly to the Term Loan A), the excess
will be applied to reduce the Outstanding Amount of the Term Loan B pro rata
among the Term Loan B Lenders; provided, further, that after determining the pro
rata allocations (pursuant to clause (a) above) of any prepayment under this
Section 2.06(e), such allocated amounts shall be applied in each case to the
outstanding installments of the respective Term Loan (as set forth in Section
2.08) in inverse order of maturity; and provided further that in the event of a
prepayment pursuant to Section 2.06(e)(ii), so long as all Outstanding Amounts
under the Term Loans have been paid in full, no prepayment made under subpart
(b) of this sentence shall include any associated permanent reduction in either
the Aggregate Revolving Credit Commitment or the Revolving Credit Commitment of
any Revolving Lender so long as, both before and after giving effect to such
prepayment, (x) no Default or Event of Default shall have occurred and be
continuing, (y) the Total Leverage Ratio shall be less than 2.25 to 1.00, and
(z) the Senior Leverage Ratio shall be less than 0.75 to 1.00.

         2.07 REDUCTION OR TERMINATION OF REVOLVING CREDIT COMMITMENTS. The
Borrower may, upon irrevocable notice to the Administrative Agent, terminate the
Aggregate Revolving Credit Commitments, or permanently reduce the Aggregate
Revolving Credit Commitments to an amount not less than the then aggregate
Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations;
provided that (i) any such notice shall be received by the Administrative Agent
not later than 11:00 a.m., New York time, five Business Days prior to the date
of termination or reduction, and (ii) any such partial reduction shall be in an
aggregate amount of $2,500,000 or any whole multiple of $500,000 in excess
thereof. The Responsible Officer of the Borrower shall provide the
Administrative Agent written confirmation of each such telephonic notice but
failure to provide such confirmation shall not affect the validity of such
telephonic notice. The Administrative Agent shall promptly notify the Revolving
Lenders of any such notice of reduction or termination of the Aggregate
Revolving Credit Commitments. Once reduced in accordance with this Section 2.07,
the Aggregate Revolving Credit Commitments may not be increased. Any reduction
of the Aggregate Revolving Credit Commitments shall be applied to the Revolving
Credit Commitment of each Revolving Lender according to its Pro Rata Revolving
Share. All Commitment Fees accrued until the effective date of any termination
of the Aggregate Revolving Credit Commitments shall be paid on the effective
date of such termination.

                                       57

<PAGE>

         2.08 REPAYMENT OF LOANS. The Borrower shall repay:

         (a) to the Revolving Lenders on the Revolving Credit Maturity Date the
aggregate principal amount of Revolving Loans outstanding on such date;

         (b) each Swing Line Loan on the earlier to occur of (i) demand (by
telephonic or written notice) by the Administrative Agent and (ii) the Revolving
Credit Maturity Date; and

         (c) the Term Loan A in quarterly installments on the dates (or, in the
event that the date set forth below is not a Business Day, on the immediately
preceding Business Day) and in the amounts set forth below, subject to
adjustments (i) for prepayments made pursuant to Section 2.06 and (ii) as
specified in Section 2.15:

<TABLE>
<CAPTION>
         Date                                                                            Amount
         ----                                                                            ------
<S>                                                                                   <C>
         September 30, 2003                                                           $2,269,736.84
         December 31, 2003                                                            $2,269,736.84
         March 31, 2004                                                               $2,269,736.84
         June 30, 2004                                                                $2,269,736.84
         September 30, 2004                                                           $3,026,315.79
         December 31, 2004                                                            $3,026,315.79
         March 31, 2005                                                               $3,026,315.79
         June 30, 2005                                                                $3,026,315.79
         September 30, 2005                                                           $3,782,894.74
         December 31, 2005                                                            $3,782,894.74
         March 31, 2006                                                               $3,782,894.74
         June 30, 2006                                                                $3,782,894.74
         September 30, 2006                                                           $4,539,473.68
         December 31, 2006                                                            $4,539,473.68
         March 31, 2007                                                               $4,539,473.68
         Stated Maturity Date                                                   All remaining Outstanding
                                                                               Amounts of the Term Loan A
</TABLE>

         (d) the Term Loan B in quarterly installments on the dates (or, in the
event that the date set forth below is not a Business Day, on the immediately
preceding Business Day) and in the amounts determined at each such date as the
percentage set forth below of the original Outstanding Amount of the Term Loan B
on the Closing Date (adjusted for any increase in the Term Loan B pursuant to
Section 2.15), subject to adjustments for prepayments made pursuant to Section
2.06:

                                       58
<PAGE>

<TABLE>
<CAPTION>
         Date                                                                   Percentage of Outstanding
         ----                                                                      Amount of Term Loan B
                                                                                   ---------------------
<S>                                                                             <C>
         December 31, 2003                                                                0.25%
         March 31, 2004                                                                   0.25%
         June 30, 2004                                                                    0.25%
         September 30, 2004                                                               0.25%
         December 31, 2004                                                                0.25%
         March 31, 2005                                                                   0.25%
         June 30, 2005                                                                    0.25%
         September 30, 2005                                                               0.25%
         December 31, 2005                                                                0.25%
         March 31, 2006                                                                   0.25%
         June 30, 2006                                                                    0.25%
         September 30, 2006                                                               0.25%
         December 31, 2006                                                                0.25%
         March 31, 2007                                                                   0.25%
         June 30, 2007                                                                    0.25%
         September 30, 2007                                                              24.00%
         December 31, 2007                                                               24.00%
         March 31, 2008                                                                  24.00%
         Stated Term Loan B Maturity Date                                       All remaining Outstanding
                                                                               Amounts of the Term Loan B
</TABLE>

         2.09 INTEREST.

         (a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar
Rate for such Interest Period plus the Applicable Margin; (ii) each Base Rate
Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate; and (iii)
each Swing Line Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing date at a rate per annum equal to the Base
Rate.

         (b) If any amount payable by the Borrower under any Loan Document is
not paid when due (without regard to any applicable grace periods), such amount
shall thereafter bear interest at a fluctuating interest rate per annum at all
times until paid equal to the Default Rate. Furthermore, while any Event of
Default exists or after acceleration, the Borrower shall pay interest on the
principal amount of all outstanding Obligations at a fluctuating interest rate
per annum at all times equal to the Default Rate to the fullest extent permitted
by applicable Law.


                                       59


<PAGE>



Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

         (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

         2.10 FEES. In addition to certain fees described in subsections (i) and
(j) of Section 2.04:

         (a) Commitment Fee. The Borrower shall pay to the Administrative Agent
for the account of each Revolving Lender in accordance with its Pro Rata
Revolving Share, a commitment fee (the "Commitment Fee") equal to the Applicable
Margin times the actual daily amount by which the Aggregate Revolving Credit
Commitments exceed the sum of (i) the Outstanding Amount of Revolving Loans and
(ii) the Outstanding Amount of L/C Obligations. The Commitment Fee shall accrue
at all times from the Closing Date until the Revolving Credit Maturity Date and
shall be calculated as of each Quarterly Fee Calculation Date, commencing with
the first such date to occur after the Closing Date, and shall be due and
payable on the respective Quarterly Fee Payment Date for each such Quarterly Fee
Calculation Date, and on the Revolving Credit Maturity Date. The Commitment Fee
shall be calculated quarterly in arrears, and if there is any change in the
Applicable Margin during any quarter, the actual daily amount shall be computed
and multiplied by the Applicable Margin separately for each period during such
quarter that such Applicable Margin was in effect. The Commitment Fee shall
accrue at all times, including at any time during which one or more of the
conditions in Article IV is not met.

         (b) Other Fees. (i) The Borrower shall pay (i) to the Arrangers and the
Administrative Agent for their own respective accounts fees in the amounts and
at the times specified in the Agent/Arranger Fee Letter, and (ii) to the Lenders
such fees as shall have been separately agreed upon in writing in the amounts
and at the times so specified. All such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever.

         2.11 COMPUTATION OF INTEREST AND FEES. Interest on Base Rate Loans
determined by reference to the Bank of America prime rate shall be calculated on
the basis of a year of 365 or 366 days, as the case may be, and the actual
number of days elapsed. Computation of all other types of interest and all fees
shall be calculated on the basis of a year of 360 days and the actual number of
days elapsed, which results in a higher yield to the payee thereof than a method
based on a year of 365 or 366 days. Interest shall accrue on each Loan for the
day on which the Loan is made, and, subject to Section 2.13(a), shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid, provided that any Loan that is repaid on the same day on which it is
made shall bear interest for one day.

         2.12 EVIDENCE OF DEBT.

         (a) The Credit Extensions made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each



                                       60


<PAGE>


Lender shall be conclusive absent manifest error of the amount of the
Credit Extensions made by the Lenders to the Borrower and the interest and
payments thereon. Any failure to so record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Borrower hereunder to
pay any amount owing with respect to the Obligations. In the event of any
conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of
manifest error. Upon the request of any Lender made through the Administrative
Agent, such Lender's Loans shall be evidenced by a Revolving Loan Note, a Term
Loan A Note, a Term Loan B Note and/or a Swing Line Note, as applicable, in
addition to such accounts or records. Each Lender may attach schedules to its
Note(s) and endorse thereon the date, Type (if applicable), amount and maturity
of the applicable Loans and payments with respect thereto.

         (b) In addition to the accounts and records referred to in subsection
(a), each Lender and the Administrative Agent shall maintain in accordance with
its usual practice accounts or records evidencing the purchases and sales by
such Lender of participations in Letters of Credit and Swing Line Loans. In the
event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent, in the
absence of manifest error, shall control.

         2.13 PAYMENTS GENERALLY.

         (a) All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable
Administrative Agent's Office in Dollars and in Same Day Funds not later than
2:00 p.m., New York time, on the date specified herein. The Administrative Agent
will promptly distribute to each such Lender its Pro Rata Revolving Share, its
Pro Rata Term A Share or its Pro Rata Term B Share, as applicable, of such
payment in like funds as received by wire transfer to such Lender's Lending
Office. All payments received by the Administrative Agent after 2:00 p.m., New
York time, shall be deemed received on the next succeeding Business Day and any
applicable interest or fee shall in each case continue to accrue.

         (b) Subject to the definition of "Interest Period," if any payment to
be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.

         (c) Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in Same Day Funds,
then:

                                       61
<PAGE>

                  (i) if the Borrower failed to make such payment, each
         applicable Lender shall forthwith on demand repay to the Administrative
         Agent the portion of such assumed payment that was made available to
         such Lender in Same Day Funds, together with interest thereon in
         respect of each day from and including the date such amount was made
         available by the Administrative Agent to such Lender to the date such
         amount is repaid to the Administrative Agent in Same Day Funds, at the
         applicable Federal Funds Rate from time to time in effect; and

                  (ii) if any Lender failed to make such payment, such Lender
         shall forthwith on demand pay to the Administrative Agent the amount
         thereof in Same Day Funds, together with interest thereon for the
         period from the date such amount was made available by the
         Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent (the "Compensation Period") at a
         rate per annum equal to the applicable Federal Funds Rate from time to
         time in effect. If such Lender pays such amount to the Administrative
         Agent, then such amount shall constitute such Lender's Loan included in
         the applicable Borrowing. If such Lender does not pay such amount
         forthwith upon the Administrative Agent's demand therefor, the
         Administrative Agent may make a demand therefor upon the Borrower, and
         the Borrower shall pay such amount to the Administrative Agent,
         together with interest thereon for the Compensation Period at a rate
         per annum equal to the rate of interest applicable to the applicable
         Borrowing. Nothing herein shall be deemed to relieve any Lender from
         its obligation to fulfill its Revolving Credit Commitment or its
         obligation to fund its Pro Rata Term A Share of the Term Loan A or its
         Pro Rata Term B Share of the Term Loan B Facility or to prejudice any
         rights which the Administrative Agent or the Borrower may have against
         any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or the Borrower with respect
to any amount owing under this subsection (c) shall be conclusive, absent
manifest error.

         (d) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Credit Extension
set forth in Article IV are not satisfied or waived in accordance with the terms
hereof, the Administrative Agent, except to the extent such funds do not
constitute the funding of a risk participation under Article II, shall return
such funds (in like funds as received from such Lender) to such Lender, without
interest.

         (e) The obligations of the Revolving Lenders hereunder to make
Revolving Loans and to fund participations in Letters of Credit and Swing Line
Loans are several and not joint. The failure of any Revolving Lender to make any
Revolving Loan or to fund any risk participations in Letters of Credit and Swing
Line Loans on any date required hereunder shall not relieve any other Revolving
Lender of its corresponding obligation to do so on such date, and no Revolving
Lender shall be responsible for the failure of any other Revolving Lender so to
make its Revolving Loan or to purchase its risk participations in Letters of
Credit and Swing Line Loans.

         (f) The obligations of the Term Loan B Lenders to fund each of their
respective Pro Rata Term B Shares of the Term Loan B Facility are several and
not joint. The failure of any



                                       62



<PAGE>



Term Loan B Lender to fund its Pro Rata Term B Share of the Term Loan B
Facility on the Closing Date shall not relieve any other Term Loan B Lender of
its corresponding obligation to do so on the Closing Date, and no Term Loan B
Lender shall be responsible for the failure of any other Term Loan B Lender so
to fund its Pro Rata Term B Share of the Term Loan B Facility.

         (g) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

         2.14 SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Revolving Loans or
portion of the Term Loans made by it or the risk participations in L/C
Obligations or in Swing Line Loans held by it (but not including any amounts
applied by the Swing Line Lender to outstanding Swing Line Loans prior to the
funding of risk participations therein), any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) in
excess of its ratable share (or other share contemplated hereunder) thereof,
such Lender shall immediately (a) notify the Administrative Agent of such fact,
and (b) purchase from the other applicable Lenders such participations in the
Revolving Loans and/or portion of the applicable Term Loans made by them and/or
such subparticipations in the risk participations in L/C Obligations or Swing
Line Loans held by them, as the case may be, as shall be necessary to cause such
purchasing Lender to share the excess payment in respect of such Revolving
Loans, Term Loans or such risk participations, as the case may be, pro rata with
the Revolving Lenders, Term Loan A Lenders or Term Loan B Lenders, as
applicable; provided, however, that if all or any portion of such excess payment
is thereafter recovered from the purchasing Lender (including pursuant to any
settlement entered into by the Administrative Agent or any Lender in its
discretion), such purchase shall to that extent be rescinded and each other
Lender receiving any payment relating to such excess payment shall repay to the
purchasing Lender the purchase price paid therefor, together with an amount
equal to such paying Lender's ratable share (according to the proportion of (i)
the amount of such paying Lender's required repayment to (ii) the total amount
so recovered from the purchasing Lender) of any interest or other amount paid or
payable by the purchasing Lender in respect of the total amount so recovered,
without further interest thereon. The Borrower agrees that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off), but subject to Section 10.09, with respect to such participation as
fully as if such Lender were the direct creditor of the Borrower in the amount
of such participation. The Administrative Agent will keep records (which shall
be conclusive and binding in the absence of manifest error) of participations
purchased under this Section 2.14 and will in each case notify the applicable
Lenders following any such purchases or repayments. Each Lender that purchases a
participation pursuant to this Section shall from and after such purchase have
the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

         2.15 INCREASE IN COMMITMENTS.

         (a) Provided there exists no Default or Event of Default and prior to
the date thereof the Borrower has not made any voluntary reduction of the
Aggregate Revolving Credit Commitments, upon not less than five Business Days'
prior notice to the Administrative Agent


                                       63



<PAGE>


(which shall promptly notify the Lenders), the Borrower may, on a
one-time basis on any Business Day prior to the date that is the second
anniversary of the Closing Date, increase the Aggregate Commitments by a
principal amount not exceeding the Maximum Increase Amount, provided that such
increase with respect to any Facility must be made in a minimum amount of
$5,000,000 or integral multiples of $1,000,000 in excess thereof. Such notice
shall indicate (i) the amount of such increase, (ii) whether such increase is to
be to the Revolving Credit Facility, the Term Loan A Facility, the Term Loan B
Facility, or a specified combination thereof (and if to more than one Facility,
the amount of the aggregate increase to be allocated to each such Facility),
(iii) the identity of those Persons, each of whom meets the definition of an
Eligible Assignee (the Borrower's approval being deemed given by inclusion of
such Person in such notice), who will be accepting the increase in the Aggregate
Commitments (the "Increase Lenders"), (iv) the Facility and the amount of each
such Person's commitment, and (v) the proposed effective date of such increase
(all of which must occur on the same date, the "Increase Effective Date"). The
Borrower may, but is not required to, offer the existing Lenders an opportunity
to commit to any such increase, it being understood that no existing Lender will
have any obligation to commit to any such increase. In the event that the
aggregate commitments from the Increase Lenders exceed either the aggregate
proposed increase or the proposed increase for any Facility, the Borrower and
the Administrative Agent will mutually determine the identity of those Persons
who will become Increase Lenders and the final allocation to each of them. Each
Increase Lender that is not a Lender hereunder prior to such time will become a
Lender hereunder pursuant to a joinder agreement in form and substance
satisfactory to the Administrative Agent and its counsel. The Credit Extension
of any increase in the Term Loan A Facility or the Term Loan B Facility
hereunder will be made in a manner, and upon the satisfaction of conditions,
reasonably similar to those required for the Credit Extension of the Term Loan B
Facility with appropriate adjustments, determined by the Administrative Agent in
its reasonable judgment.

         (b) As a condition precedent to such increase, the Borrower shall
deliver to the Administrative Agent a certificate of each Loan Party dated as of
the Increase Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer of such Loan Party (i) certifying and attaching the
resolutions adopted by such Loan Party approving or consenting to such increase,
and (ii) in the case of the Borrower, certifying that, before and after giving
effect to such increase, (A) the representations and warranties contained in
Article V and the other Loan Documents are true and correct on and as of the
Increase Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this
Section 2.15, the representations and warranties contained in subsections (a)
and (b) of Section 5.05 shall be deemed to refer to the most recent statements
furnished pursuant to subsections (a) and (b), respectively, of Section 6.01,
and (B) no Default or Event of Default exists or would result from such increase
(giving pro forma effect thereto).

         (c) Upon the exercise of this Section 2.15, and as conditions to the
effectiveness thereof, (i) a revised Schedule 1.02(a) will be provided
reflecting such exercise (and all assignments since the Closing Date), (ii) each
Increase Lender will make those representations and warranties made by an
Eligible Assignee in connection with an assignment pursuant to Section 10.07, in
a manner acceptable to the Administrative Agent, (iii) each Guarantor will
reaffirm its obligations under the applicable Guaranty in connection with the
increased principal



                                       64




<PAGE>


amount of the applicable Facilities, and (iv) the amortization of the
Term Loan A Facility pursuant to Section 2.08 will be adjusted as necessary to
provide at each date set forth therein for a payment of principal in an amount
which is a percentage of the Outstanding Amount of the Term Loan A after its
increase as provided in this Section 2.15 that is equal to the ratio determined
by the payment set forth opposite such date as of the Closing Date to the
Outstanding Amount of the Term Loan A on the Closing Date.

         (d) In the event that any amount of the increase in the Aggregate
Commitments is to be to the Term Loan B Facility (the "TLB Increase Amount"),
the Applicable Margin for Eurodollar Rate Segments and Base Rate Segments of the
TLB Increase Amount shall be equivalent to the Applicable Margin then applicable
to Eurodollar Rate Segments and Base Rate Segments of the initial Term Loan B
advanced on the Closing Date; provided, however, in the event the Applicable
Margin required successfully to arrange the TLB Increase Amount (the "TLB
Increase Amount Applicable Margin") is greater than the Applicable Margin then
applicable to the Term Loan B, then the Applicable Margin with respect to the
entire Term Loan B, including the TLB Increase Amount, shall be increased to
equal the TLB Increase Amount Applicable Margin effective as of the effective
date of the TLB Increase Amount; provided further that if the TLB Increase
Amount is issued at a discount or with payment of fees, the Term Loan B Lenders
of the initial Term Loan B advanced on the Closing Date shall be compensated in
an economically equivalent manner. It is understood that any increase in the
Applicable Margin pursuant to the first proviso in the preceding sentence and
any compensation to be made in connection with a discount or fee paid with
respect to the TLB Increase Amount shall only apply to the Term Loan B Facility
on and after the Increase Effective Date.

         (e) This Section 2.15 shall supersede any provisions in Sections 2.14
or 10.01 to the contrary.

         2.16 REVOLVING LOAN RATABILITY; CERTAIN COSTS. On both the Closing Date
and on the Increase Effective Date, the Borrower shall prepay to certain
Revolving Lenders an Outstanding Amount of such Revolving Loans outstanding
(including any additional amounts required pursuant to Section 3.05) as are
necessary so that, after giving effect to such prepayments and any Borrowings on
each such date of all or any portion of the relevant increase of the Aggregate
Revolving Credit Commitments, the Outstanding Amount of all Revolving Loans
owing to each Revolving Lender is equivalent to its Pro Rata Revolving Share of
the Aggregate Revolving Credit Commitment after giving effect to any nonratable
increase in the Aggregate Revolving Credit Commitments resulting from either (a)
the upsize of the Revolving Credit Facility from the Existing Agreement as of
the Closing Date, or (b) the exercise of the increase option pursuant to Section
2.15. Upon the increase of either the Term Loan A Facility or the Term Loan B
Facility, or both, pursuant to Section 2.15, if necessary the Outstanding
Amounts of each such Facility will be adjusted among the Term Loan A Lenders or
Term Loan B Lenders, as applicable, such that the Outstanding Amounts of all
such Lenders are pro rata across the Segments of the Term Loan A or the Term
Loan B, as applicable, and the Borrower shall pay any amounts required pursuant
to Section 3.05 in connection therewith.

                                  ARTICLE II A

                                    SECURITY

                                       65
<PAGE>

         2A.01 SECURITY. As security for the full and timely payment and
performance of all Obligations, any other obligation arising under any Loan
Document and any obligation or liability arising under any Related Swap
Contract, the Borrower shall, and shall cause all other Loan Parties (including
the Lehigh Companies) to, on or before the Closing Date, do or cause to be done
all things reasonably necessary in the opinion of the Administrative Agent and
its counsel to grant to the Administrative Agent for the benefit of the Secured
Parties a duly perfected first priority security interest in all Collateral
subject to no prior Lien or other encumbrance or restriction on transfer except
as expressly permitted hereunder. Without limiting the foregoing, to the extent
not previously delivered in connection with the Existing Agreement in the
Administrative Agent's reasonable judgment, on the Closing Date the Borrower
shall deliver, and shall cause each Guarantor (including the Lehigh Companies on
and after the date of the consummation of the Lehigh Acquisition) to deliver, to
the Administrative Agent, in form and substance reasonably acceptable to the
Administrative Agent, (a) in the event such Guarantor has rights in any
Subsidiary Securities of a Domestic Subsidiary or Direct Foreign Subsidiary, (i)
the Pledge Agreement (or Pledge Joinder Agreement) which shall pledge to the
Administrative Agent for the benefit of the Secured Parties the Pledged
Interests of each Domestic Subsidiary and Direct Foreign Subsidiary, (ii) if
such Pledged Interests are in the form of certificated securities, such
certificated securities, together with undated stock powers or other appropriate
transfer documents endorsed in blank pertaining thereto, (b) the Security
Agreement (or Security Joinder Agreement) and the IP Security Agreement (or IP
Security Joinder Agreement), (c) Uniform Commercial Code financing statements in
form, substance and number as requested by the Administrative Agent, reflecting
the Lien in favor of the Secured Parties on the Pledged Interests and all other
Collateral, (d) documents in form, substance and number as requested by the
Administrative Agent for filing with the Federal Patent and Trademark Office,
the Federal Copyright Office, or such other places as requested by the
Administrative Agent, reflecting the Lien in favor of the Secured Parties in the
Intellectual Property, and (e) Qualifying Control Agreements (as defined in the
Security Agreement) as provided in the Security Agreement. In addition, and
without limiting the foregoing, the Borrower shall take and cause the Guarantors
to take such further action, and deliver or cause to be delivered such further
documents, as required by the Security Instruments or otherwise as the
Administrative Agent may reasonably request to effect the transactions
contemplated by this Article IIA and each of the Security Instruments. The
Borrower shall also, and shall cause each Subsidiary to also, pledge to the
Administrative Agent for the benefit of the Secured Parties (and as appropriate
to reaffirm its prior pledge of) all of the Pledged Interests of any Domestic
Subsidiary or Direct Foreign Subsidiary acquired or created on or after the
Closing Date (including the Lehigh Companies), or otherwise acquired by any
Subsidiary and not theretofore pledged to the Administrative Agent for the
benefit of the Secured Parties, and to deliver to the Administrative Agent all
of the documents and instruments in connection therewith as are required
pursuant to the terms of Section 6.14 and of the Security Instruments.

         2A.02 FURTHER ASSURANCES. At the request of the Administrative Agent
from time to time, the Borrower will or will cause all other Loan Parties, as
the case may be, to execute, by their respective Responsible Officers, alone or
with the Administrative Agent, any certificate, instrument, financing statement,
control agreement, statement or document, or to procure any such certificate,
instrument, statement or document, or to take such other action (and pay all
connected costs) which the Administrative Agent reasonably deems necessary from
time to time to create, continue or preserve the Liens in Collateral (and the
perfection and priority thereof) of





                                       66



<PAGE>


the Administrative Agent contemplated hereby and by the other Loan Documents
and specifically including all Collateral acquired by the Borrower or
other Loan Party after the Closing Date and all Collateral moved to or from time
to time located at locations owned by third parties, including without
limitation all leased locations, bailees, warehousemen and third party
processors. The Administrative Agent is hereby irrevocably authorized to execute
and file or cause to be filed, with or if permitted by applicable law without
the signature of the Borrower or any Loan Party appearing thereon, all Uniform
Commercial Code financing statements reflecting the Borrower or any other Loan
Party as "debtor" and the Administrative Agent as "secured party", and
continuations thereof and amendments thereto, as the Administrative Agent
reasonably deems necessary or advisable to give effect to the transactions
contemplated hereby and by the other Loan Documents.

         2A.03 INFORMATION REGARDING COLLATERAL. The Borrower represents,
warrants and covenants that:

                  (a) the exact legal name, jurisdiction of formation and chief
         executive office of the Borrower and each other Person providing
         Collateral pursuant to a Security Instrument (each, a "Grantor") at the
         Closing Date (after giving effect to the Lehigh Acquisition), along
         with each location in which goods constituting Collateral are located
         as of the Closing Date, whether owned, leased or third-party locations
         (together with the name of each owner of the property located at such
         address if not the applicable Grantor, and a summary description of the
         relationship between the applicable Grantor and such Person), are
         specified on Schedule 2A.03;

                  (b) other than as provided in (a) above, with respect to each
         Grantor Schedule 2A.03 contains a true and complete list as of the
         Closing Date of (i) each exact legal name, jurisdiction of formation,
         and each location of the chief executive office of such Grantor at any
         time since April 1, 1997, (ii) each location owned or leased by a
         Grantor in which goods constituting Collateral having an aggregate
         value in excess of $100,000 are or have been located since August 1,
         2002 (together with the name of each owner of the property located at
         such address if not the applicable Grantor), and (iii) each trade name,
         trademark or other trade style used by such Grantor on the Closing Date
         since April 1, 2001 and the purposes for which it was used; and

                  (c) with respect to each Person (other than a Grantor) that
         has effected any merger or consolidation with a Grantor or contributed
         or transferred to a Grantor (including by virtue of the Transaction or
         the Lehigh Acquisition) any property constituting Collateral at any
         time from August 1, 1998 to the Closing Date (excluding Persons making
         sales in the ordinary course of their businesses to a Grantor of
         property constituting inventory in the hands of such seller), Schedule
         2A.03 contains a true and complete list of the exact legal name,
         jurisdiction of formation, and chief executive office, and each address
         where Collateral was located, of each such Person at the time such
         merger, consolidation, contribution or transfer occurred.

The Borrower further covenants that it shall not change, and shall not permit
any other Grantor to change, its name, type of entity, jurisdiction of formation
(whether by reincorporation, merger or otherwise), the location of its chief
executive office, or use or permit any other Grantor to use,


                                       67

<PAGE>


any additional trade name, trademark or other trade style, except upon giving
not less than fifteen (15) days' prior written notice to the Administrative
Agent and taking or causing to be taken all such action at Borrower's or such
other Grantor's expense as may be reasonably requested by the Administrative
Agent to perfect or maintain the perfection of the Lien of the Administrative
Agent in Collateral.

                                  ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01     TAXES.

         (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its net
income, and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of which the
Administrative Agent or such Lender, as the case may be, is organized or
maintains a lending office (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be
required by any Laws to deduct any Taxes from or in respect of any sum payable
under any Loan Document to the Administrative Agent or any Lender, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section), the Administrative Agent and such Lender receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within 30 days after the date of such
payment, the Borrower shall furnish to the Administrative Agent (which shall
forward the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof.

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

         (c) If the Borrower shall be required to deduct or pay any Taxes or
Other Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender specifies is
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) such Lender would have
received if such Taxes or Other Taxes had not been imposed.

                                       68
<PAGE>

         (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, in each case
whether or not such Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. Payment under this subsection
(d) shall be made within 30 days after the date the applicable Lender or the
Administrative Agent makes a demand therefor together with appropriate
supporting documentation.

         3.02 ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans as it would otherwise be obligated hereunder to make,
maintain or fund, or materially restricts the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the applicable Eurodollar
interbank market, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation existing hereunder of such Lender to
make or Continue Eurodollar Rate Loans or to Convert Base Rate Loans to
Eurodollar Rate Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the Borrower shall,
upon demand from such Lender (with a copy to the Administrative Agent), prepay
or, if applicable, Convert all Eurodollar Rate Loans of such Lender to Base Rate
Loans, either on the last day of the Interest Period thereof, if such Lender may
lawfully continue to maintain such Eurodollar Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans. Upon any such prepayment or Conversion, the Borrower
shall also pay accrued interest on the amount so prepaid or Converted. Each
Lender agrees to designate a different Lending Office if such designation will
avoid the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.

         3.03 INABILITY TO DETERMINE RATES. If the Administrative Agent or the
Required Lenders determine in connection with any request for a Eurodollar Rate
Loan or a Conversion to or Continuation thereof that (a) deposits in Dollars are
not being offered to banks in the London eurodollar interbank market for the
applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate
and reasonable means do not exist for determining the Eurodollar Base Rate for
such Eurodollar Rate Loan, or (c) the Eurodollar Base Rate for such Eurodollar
Rate Loan does not adequately and fairly reflect the cost to the Lenders of
funding such Eurodollar Rate Loan, the Administrative Agent (following notice
from the Required Lenders if they make such determination) will promptly notify
the Borrower and all Lenders. Thereafter, the obligation of the Lenders to make
or maintain Eurodollar Rate Loans shall be suspended until the Administrative
Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke
any pending request for a Borrowing, Conversion or Continuation of Eurodollar
Rate Loans or, failing that, will be deemed to have converted such request into
a request for a Borrowing of Base Rate Loans in the amount specified therein.

         3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON
EURODOLLAR RATE LOANS.

                                       69
<PAGE>

         (a) If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurodollar Rate Loans or (as the case may
be) issuing or participating in Letters of Credit, or a reduction in the amount
received or receivable by such Lender in connection with any of the foregoing
(excluding for purposes of this subsection (a) any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section
3.01 shall govern), (ii) changes in the basis of taxation of overall net income
or overall gross income by the United States or any foreign jurisdiction or any
political subdivision of either thereof under the Laws of which such Lender is
organized or has its Lending Office, and (iii) reserve requirements utilized, as
to Eurodollar Rate Loans, in the determination of the Eurodollar Rate), then
from time to time upon demand of such Lender together with appropriate
supporting documentation (with a copy of such demand and documentation to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such increased cost or reduction.

         (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time upon demand of
such Lender together with appropriate supporting documentation (with a copy of
such demand and documentation to the Administrative Agent), the Borrower shall
pay to such Lender such additional amounts as will compensate such Lender for
such reduction.

         3.05 FUNDING LOSSES. Upon demand of any Lender together with
appropriate supporting documentation (with a copy of such demand and
documentation to the Administrative Agent) from time to time, the Borrower shall
promptly compensate such Lender for and hold such Lender harmless from any loss,
cost or expense incurred by it as a result of:

         (a) any Continuation, Conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); or

         (b) any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, Continue or Convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

         For purposes of calculating amounts payable by the Borrower to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Interbank Offered Rate used in
determining the Eurodollar Rate for such Loan by a matching deposit or other
borrowing in the applicable Eurodollar interbank market for Dollars


                                       70

<PAGE>



for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.

         3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION. A certificate
of the Administrative Agent or any Lender claiming compensation under this
Article III and setting forth with specificity the additional amount or amounts
to be paid to it hereunder shall be conclusive in the absence of manifest error.
In determining such amount, the Administrative Agent or such Lender may use any
reasonable averaging and attribution methods.

         3.07 SURVIVAL. All of the Borrower's obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
Obligations.


                                   ARTICLE IV

                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of each
Term Loan B Lender to make any Credit Extension hereunder, of each Revolving
Lender to continue to make Credit Extensions hereunder, and of each Lender to
execute and deliver this Agreement are all subject to satisfaction of the
following conditions precedent (in addition to any applicable conditions
precedent contained in Section 4.02):

         (a) Unless either (x) waived by (A) the Administrative Agent with
respect to immaterial matters or items specified in clause (iv) or (xvii) below
with respect to which the Borrower has given assurances satisfactory to the
Administrative Agent that such items shall be delivered promptly following the
Closing Date, or (B) all the Lenders in all other cases, or (y) deferred to a
reasonable later date after the Closing Date at the reasonable discretion of the
Administrative Agent pursuant to the post-closing agreement (the "Post-Closing
Agreement") entered into between the Borrower and the Administrative Agent as of
the Closing Date, a copy of which will be delivered to each of the Lenders, the
Administrative Agent's receipt of the following, each of which shall be
originals or facsimiles (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent and its legal counsel:

                  (i) executed counterparts of (A) this Agreement, (B) a
         Guaranty Joinder Agreement from each Lehigh Company that is (after
         giving effect to the Lehigh Acquisition) a Domestic Subsidiary, (C) a
         Security Joinder Agreement from each Lehigh Company that is (after
         giving effect to the Lehigh Acquisition) a Domestic Subsidiary, (D) a
         Pledge Joinder Agreement from each Lehigh Company that is (after giving
         effect to the Lehigh Acquisition) a Domestic Subsidiary and owns
         Pledged Interests, (E) a Pledge Agreement Supplement or Pledge Joinder
         Agreement, as applicable, from the Borrower and each Domestic
         Subsidiary not described in clause (D) that owns any Subsidiary
         Securities of any Lehigh Company that is (after giving effect to the
         Lehigh Acquisition) a Domestic Subsidiary or a Direct Foreign
         Subsidiary, (F) the Consolidated Security Instrument Amendment, (G) an
         IP Security Joinder Agreement from each Lehigh



                                       71




<PAGE>


         Company that is (after giving effect to the Lehigh
         Acquisition) a Domestic Subsidiary and owns any Intellectual Property,
         and (H) each other Security Instrument required to be delivered in
         connection herewith, in each case sufficient in number for distribution
         to the Administrative Agent, each Lender and the Borrower;

                  (ii) (A) Revolving Loan Notes executed by the Borrower in
         favor of each Revolving Lender requesting such a Note or to whom a
         Revolving Loan Note (in this instance, as defined in the Existing
         Agreement) was issued under the Existing Agreement (in substitution
         thereof in such case), (B) if requested by the Swing Line Lender, a
         Swing Line Note executed by the Borrower in favor of the Swing Line
         Lender in substitution of the Swing Loan Note (as defined in the
         Existing Agreement) issued to the Swing Line Lender under the Existing
         Agreement, (C) Term Loan A Notes executed by the Borrower in favor of
         each Tem Loan A Lender requesting such a Note or to whom a Term Loan
         Note (in this instance, as defined in the Existing Agreement) was
         issued under the Existing Agreement (in substitution thereof in such
         case), and (D) Term Loan B Notes executed by the Borrower in favor of
         each Term Loan B Lender requesting such a Note;

                  (iii) such certificates of resolutions or other Organizational
         Action, incumbency certificates (including specimen signatures) and/or
         other certificates of Responsible Officers of the signing Loan Parties
         as the Administrative Agent may reasonably require to evidence the
         identities of and the authority and capacity of each Responsible
         Officer thereof authorized to act as a Responsible Officer in
         connection with this Agreement and the other Loan Documents to which
         such Loan Party is a party;

                  (iv) with respect to each of the Loan Parties (determined
         after giving effect to the Lehigh Acquisition and the Closing Date),
         such documents and certifications as the Administrative Agent may
         reasonably require to evidence that each such Loan Party is duly
         organized or formed, validly existing, in good standing in its
         jurisdiction of formation and (with respect to the Lehigh Company that
         is a Loan Party) qualified to engage in business in each jurisdiction
         in which it is required to be qualified to engage in business except
         where the failure to be so qualified could not reasonably be expected
         to have a Material Adverse Effect, including certified copies of each
         such Loan Parties' Organization Documents, certificates of good
         standing and/or qualification to engage in business;

                  (v) a certificate signed by a Responsible Officer of the
         Borrower certifying (A) that the conditions specified in Sections
         4.02(a) and (b) have been satisfied, (B) that there is no event,
         circumstance, action, suit, investigation or proceeding pending or, to
         the best of the Borrower's knowledge, threatened in any court or before
         any arbitrator or Governmental Authority since the date of the Audited
         Financial Statements which has or could reasonably be expected to have
         a Material Adverse Effect, (C) that (I) the Lehigh Acquisition has been
         consummated, or is being consummated substantially simultaneously
         herewith, in accordance in all material respects with the terms of the
         Lehigh Acquisition Documents and in material compliance with applicable
         law and regulatory approvals, (II) all material governmental,
         shareholder, director and third party consents and approvals necessary
         in connection with the Lehigh Acquisition shall have been obtained,
         (III) all such consents and approvals shall be in force and effect,
         (IV) all applicable waiting periods shall have expired (including the
         expiration or early



                                       72





<PAGE>



         termination of any Hart-Scott-Rodino waiting period) without any action
         being taken by any Governmental Authority that could restrain, prevent
         or impose any material adverse conditions on the Lehigh Acquisition or
         that could seek or threaten any of the foregoing, (V) the Lehigh Debt
         Assumption and/or Release has been successfully consummated or is being
         consummated substantially simultaneously herewith, including the
         receipt of all necessary releases of the appropriate Lehigh Companies
         and consents from creditors of such Lehigh Indebtedness with respect
         thereto, (VI) all Lehigh Indebtedness not subject to the Lehigh Debt
         Assumption and/or Release has been paid in full and terminated or is
         being paid in full and terminated substantially simultaneously
         herewith, (VII) the aggregate purchase price of the Lehigh Acquisition
         does not exceed the sum of (x) $155,000,000 (including any amounts
         deposited into any escrow account for payment of indemnities or other
         amounts under any of the Lehigh Acquisition Documents, but excluding
         the Lehigh Earn-Out and transaction expenses), and (y) the Lehigh
         Earn-Out (which shall not exceed $25,000,000 in the aggregate), and
         (VIII) except those conditions set forth on Schedule 5.17(b), each of
         which is subject to the terms of the Post-Closing Agreement, all
         conditions precedent to the consummation of the Lehigh Acquisition have
         been satisfied without waiver (except to the extent such waiver is not
         material or detrimental to the Lenders, or is set forth on Schedule
         5.17(a)), (D) as to the matters described in Section 4.01(d), (E) that
         as of the Closing Date the Consolidated EBITDA of the Borrower and its
         Subsidiaries (computed pro forma for the consummation of the Lehigh
         Acquisition and all prior acquisitions included in the relevant period
         and adjusted to exclude up to $5,000,000 of net non-recurring expenses
         associated with the Lehigh Acquisition) for the most recently ended
         Four-Quarter Period of the Borrower is not less than $120,000,000, (F)
         the person to whom the Lehigh Indebtedness is owed, the amount thereof,
         and whether such portion of the Lehigh Indebtedness is to be paid in
         full and terminated or assumed or released pursuant to the Lehigh Debt
         Assumption and/or Release, and (G) after giving effect to the Lehigh
         Acquisition, the payment in full or full assignment of all amounts
         owing under the Lehigh Indebtedness (such that none of the Borrower,
         any of its Subsidiaries or any Lehigh Company is obligated on any such
         Lehigh Indebtedness), the occurrence of the Closing Date and all Credit
         Extensions to be made on the Closing Date, and the repayment of all
         Loans repaid on the Closing Date, (W) the Borrower and each of its
         Subsidiaries (other than Immaterial Subsidiaries) shall be Solvent,
         both individually and collectively, (X) the difference of the Aggregate
         Revolving Credit Commitments over the aggregate Outstanding Amount of
         all Revolving Loans, Swing Line Loans and L/C Obligations is not less
         than $30,000,000, and (Y) Consolidated Net Worth is not less than the
         amount set forth in Section 7.13(a)(A), together with such other
         evidence of or documentation relating to any matters described in (A)
         through (G) above as the Administrative Agent may request;

                  (vi) an opinion or opinions of counsel to each Loan Party in
         form and substance satisfactory to the Administrative Agent;

                  (vii) with respect to each opinion delivered in connection
         with the Lehigh Acquisition, either (A) reliance letters from
         applicable counsel to the Lehigh Companies or the Lehigh Seller or
         both, as applicable, or the Borrower entitling the Administrative Agent
         and the Lenders to rely on such opinion, or (B) inclusion of the
         Administrative Agent and the Lenders as reliance parties in such
         opinion;

                                       73
<PAGE>

                  (viii) (A) the consolidated financial statements of Lehigh and
         its Subsidiaries for the fiscal years ended December 31, 2001 and 2002,
         including balance sheets and related statements of income,
         stockholders' equity and comprehensive income, and cash flows, all
         audited and opined on by PriceWaterhouseCoopers LLP and prepared in
         conformity with GAAP, (B) interim quarterly financial statements of the
         Borrower and its subsidiaries, and of Lehigh and its subsidiaries,
         respectively, dated the end of the most recent fiscal quarter for which
         financial statements are available, (C) a balance sheet of the Borrower
         and its Subsidiaries, prepared by management of the Borrower on a pro
         forma combined basis for the consummation of the Lehigh Acquisition and
         the occurrence of the Closing Date, as of June 30, 2003, (D) income
         statements of the Borrower and its Subsidiaries, prepared by management
         of the Borrower on a pro forma combined basis for the consummation of
         the Lehigh Acquisition and the occurrence of the Closing Date, for the
         fiscal year ended December 31, 2002, for the six-month period ended
         June 30, 2003 and for the Four-Quarter Period most recently ended prior
         to the Closing Date, (E) projected balance sheets, income statements
         and cash flow statements of the Borrower and its Subsidiaries prepared
         on a quarterly basis through December 31, 2004 and annually for the
         four fiscal years thereafter, (F) such other financial information and
         information relating to the Lehigh Acquisition as the Administrative
         Agent may reasonably request, and (G) a Compliance Certificate for the
         Borrower and its subsidiaries, prepared as of the last day of the
         fiscal quarter most recently ended prior to the Closing Date, pro forma
         for the Lehigh Acquisition and all prior acquisitions included in the
         relevant period and the occurrence of the Closing Date;

                  (ix) evidence of all insurance required by the Loan Documents
         on the Closing Date;

                  (x) a Revolving Loan Notice or Swing Line Revolving Loan
         Notice, or both, if any;

                  (xi) an initial Term Loan Interest Rate Selection Notice with
         respect to the Term Loan B Facility;

                  (xii) certified copies of each of the Lehigh Acquisition
         Documents (executed, if applicable), with all amendments thereto, each
         of which shall be in form and substance satisfactory to the
         Administrative Agent and shall not have been amended, altered or
         otherwise changed or supplemented from the drafts thereof most recently
         delivered to and reviewed by the Administrative Agent, except as the
         Administrative Agent may consent (such consent not to be unreasonably
         withheld);

                  (xiii) to the extent not previously delivered in connection
         with the Existing Agreement, delivery of Uniform Commercial Code
         financing statements suitable in form and substance for filing in all
         places required by applicable law to perfect the Liens of the
         Administrative Agent under the Security Instruments as a first priority
         Lien as to items of Collateral in which a security interest may be
         perfected by the filing of financing statements, including, if
         applicable, amendments to Uniform Commercial Code financing statements
         previously filed, and such other documents and/or evidence of other
         actions as may be necessary under applicable law to perfect the Liens
         of the Administrative Agent under the Security Instruments as a first
         priority Lien in and to such other Collateral as




                                       74




<PAGE>

         the Administrative Agent may require, including without limitation the
         delivery by the Borrower of all documents required under Article IIA
         and certificates evidencing Pledged Interests, accompanied in each case
         by duly executed stock powers (or other appropriate transfer documents)
         in blank affixed thereto;

                  (xiv) evidence of payment in full of all of the Lehigh
         Indebtedness not subject to the Lehigh Debt Assumption and/or Release,
         including payoff letters, UCC-3 Termination Statements, and all other
         evidence of cancellation of all liens and all such Lehigh Indebtedness
         and termination of the related credit facilities as the Administrative
         Agent may request;

                  (xv) Uniform Commercial Code search results with respect to
         the Lehigh Companies showing only those Liens as are acceptable to the
         Lenders;

                  (xvi) to the extent not previously delivered in connection
         with the Existing Agreement, waivers with respect to the Collateral and
         such other matters as the Administrative Agent may require, in form and
         substance satisfactory to the Administrative Agent, executed by (A) the
         owner of each location required by the Administrative Agent leased by
         the Borrower or any Loan Party, and (B) the owner or operator, as
         applicable, of each location required by the Administrative Agent at
         which Collateral is located (including without limitation each
         independent warehouse) but which is neither owned nor leased by any
         Loan Party;

                  (xvii) a certificate of the chief financial officer or other
         Responsible Officer of the Borrower, or such other Person as is
         permitted under the terms of the Subordinated Indenture and the
         Subordinated Notes, certifying that the Obligations qualify as "Senior
         Debt" and "Designated Senior Debt" (each as defined in the Subordinated
         Indenture);

                  (xviii) a waiver and consent with respect to intellectual
         property collateral as the Administrative Agent may require, in form
         and substance satisfactory to the Administrative Agent, executed by
         each Person who licenses intellectual property to any Loan Party; and

                  (xix) such other assurances, certificates, documents, consents
         or opinions as the Administrative Agent, the L/C Issuers, the Swing
         Line Lender or the Required Lenders reasonably may require.

         (b) (i) Any fees required to be paid on or before the Closing Date
         shall have been paid; and

                  (ii) (A) all Commitment Fees accrued through the Closing Date,
          (B) all Letter of Credit Fees accrued through the Closing Date and (C)
          all interest accrued on Loans through the Closing Date shall, in each
          case, have been paid on the Closing Date (regardless of whether such
          Commitment Fees, Letter of Credit Fees or interest would otherwise be
          payable on such date).

         (c) Unless waived by the Administrative Agent, the Borrower shall have
paid all Attorney Costs of the Administrative Agent to the extent invoiced prior
to or on the Closing




                                       75



<PAGE>


Date, plus such additional amounts of Attorney Costs as shall constitute its
reasonable estimate of Attorney Costs incurred or to be incurred by it through
the closing proceedings (provided that such estimate shall not thereafter
preclude a final settling of accounts between the Borrower and the
Administrative Agent).

         (d) In the good faith judgment of the Administrative Agent and the
Lenders:

                  (i) there shall not have occurred or become known to the
         Administrative Agent or the Lenders any event, condition, situation or
         status since the date of the Audited Financial Statements that has had
         or could reasonably be expected to result in a Material Adverse Effect;

                  (ii) there shall not exist (A) any order, decree, judgment,
         ruling or injunction which restrains the consummation of the Lehigh
         Acquisition in the manner contemplated by the Lehigh Acquisition
         Documents, or (B) any pending or, to the knowledge of the Borrower or
         any Guarantor or to the Administrative Agent, threatened action, suit,
         investigation or other arbitral, administrative or judicial proceeding,
         which, if adversely determined, could reasonably be expected to result
         in a Material Adverse Effect; and

                  (iii) the Borrower shall have received all approvals, consents
         and waivers, and shall have made or given all necessary filings and
         notices as shall be required to consummate those transactions
         contemplated hereby to be consummated on the Closing Date without the
         occurrence of any default under, conflict with or violation of (A) any
         applicable law, rule, regulation, order or decree of any Governmental
         Authority or arbitral authority or (B) any agreement, document or
         instrument to which the Borrower or any Subsidiary is a party or by
         which any of them or their properties is bound.

         4.02 CONDITIONS TO ALL CREDIT EXTENSIONS AND CONVERSIONS AND
CONTINUATIONS. The obligation of each applicable Lender to honor any Revolving
Loan Notice, Swing Line Revolving Loan Notice or Term Loan Interest Rate
Selection Notice (other than a Revolving Loan Notice or Term Loan Interest Rate
Selection Notice requesting only a Conversion of Eurodollar Rate Loans to Base
Rate Loans) is subject to the following conditions precedent:

         (a) The representations and warranties of the Borrower contained in
Article V or in any other Loan Documents shall be true and correct on and as of
the date of such Credit Extension, Conversion or Continuation, except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct as of such earlier date.

         (b) No Default or Event of Default shall exist, or would result from
such proposed Credit Extension, Conversion or Continuation.

         (c) The Administrative Agent and, if applicable, the applicable L/C
Issuer or the Swing Line Lender shall have received a Revolving Loan Notice,
Swing Line Revolving Loan Notice, a Letter of Credit Application or a Term Loan
Interest Rate Selection Notice, as applicable, in accordance with the
requirements hereof.

                                       76
<PAGE>

         (d) The Administrative Agent shall have received, in form and substance
reasonably satisfactory to it, such other assurances, certificates, documents or
consents related to the foregoing as the Administrative Agent or the Required
Lenders reasonably may require.

         Each Revolving Loan Notice, Swing Line Revolving Loan Notice, Letter of
Credit Application and Term Loan Interest Rate Selection Notice submitted by the
Borrower under this Section 4.02 shall be deemed to be a representation and
warranty that the conditions specified in Sections 4.02(a) and (b) have been
satisfied on and as of the date of the applicable Credit Extension.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants (each of such representations and
warranties as made or reaffirmed as of and at all times after the Closing Date
to be deemed made giving effect to the Lehigh Acquisition) to the Administrative
Agent and the Lenders that:

         5.01 EXISTENCE, QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. Each
Loan Party (a) is a corporation, limited partnership, partnership or limited
liability company duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all governmental
licenses, authorizations, consents and approvals to own its assets, carry on its
business and to execute and deliver, and perform its obligations under, the
Transaction Documents, the Lehigh Acquisition Documents and the Loan Documents
to which it is a party, (c) is duly qualified and is licensed and in good
standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such
qualification or license, except where the failure so to qualify or be licensed
could not reasonably be expected to have a Material Adverse Effect, and (d) is
in compliance with all Laws, except to the extent any non-compliance could not
reasonably be expected to have a Material Adverse Effect.

         5.02 AUTHORIZATION; NO CONTRAVENTION.

                  (a) Except as set forth on Schedule 5.02(a), the execution,
         delivery and performance by each Loan Party of each Lehigh Acquisition
         Document to which such Person is party, have been duly authorized by
         all necessary corporate or other Organizational Action, and do not and
         will not (i) contravene the terms of any of the Person's Organization
         Documents; (ii) conflict with or result in any breach or contravention
         of, or the creation or imposition of any Lien (other than Permitted
         Liens) under, any material Contractual Obligation to which the Person
         is a party or any order, injunction, writ or decree of any Governmental
         Authority or arbitral award to which such Person or its property is
         subject, except any Liens in favor of the Administrative Agent and the
         Lenders created by the Loan Documents; or (iii) violate any Law the
         violation of which could reasonably be expected to have a Material
         Adverse Effect.

                  (b) The execution, delivery and performance by each Loan Party
         of each Loan Document to which such Person is party, have been duly
         authorized by all necessary



                                       77


<PAGE>




         corporate or other Organizational Action, and do not and will
         not (i) contravene the terms of any of the Person's Organization
         Documents; (ii) conflict with or result in any breach or contravention
         of, or the creation or imposition of any Lien under, any Contractual
         Obligation to which the Person is a party or any order, injunction,
         writ or decree of any Governmental Authority or arbitral award to which
         such Person or its property is subject, except any Liens in favor of
         the Administrative Agent and the Lenders created by the Loan Documents;
         or (iii) violate any Law.

         5.03 GOVERNMENTAL AND THIRD-PARTY AUTHORIZATION. No further approval,
consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement, any other Loan Document or any Lehigh
Acquisition Document which has not been obtained or effected or with respect to
which the failure so to obtain or effect could not reasonably be expected to
have a Material Adverse Effect.

         5.04 BINDING EFFECT. This Agreement, each Transaction Document and each
Lehigh Acquisition Document has been, and each other Loan Document, when
delivered hereunder, will have been, duly executed and delivered by each Loan
Party that is party thereto. This Agreement, each Transaction Document and each
Lehigh Acquisition Document constitutes, and each other Loan Document when so
delivered will constitute, a legal, valid and binding obligation of such Loan
Party, enforceable against each Loan Party that is party thereto in accordance
with its terms, except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization and other similar Laws
relating to or affecting creditors' rights generally and by the application of
general equitable principles (whether considered in proceedings at law or in
equity).

         5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

         (a) Each of the Audited Financial Statements (i) was prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present in all material
respects the financial condition of the Borrower and its Subsidiaries as of the
date thereof and their results of operations for the period covered thereby; and
(iii) show all material indebtedness and other liabilities, direct or
contingent, of the Borrower and its Subsidiaries, including liabilities for
taxes, material commitments and Indebtedness to the extent disclosure of the
same (including disclosure in the notes to financial statements) would be
required to be disclosed under GAAP.

         (b) Each of the Lehigh Financial Statements (i) was prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present in all material
respects the financial condition of Lehigh and its Subsidiaries as of the date
thereof and their results of operations for the period covered thereby; and
(iii) show all material indebtedness and other liabilities, direct or
contingent, of Lehigh and its Subsidiaries as of the date thereof, including
liabilities for taxes, material commitments and Indebtedness to the extent
disclosure of the same (including disclosure in the notes to financial
statements) would be required to be disclosed under GAAP.

                                       78
<PAGE>

         (c) (i) The financial reports delivered pursuant to Sections
4.01(a)(viii)(B) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein and except, in the case of the interim financial statements provided
therewith, no footnoted disclosures required by GAAP were provided; and (ii)
each of the pro forma balance sheet and the pro forma income statement, giving
effect to the Lehigh Acquisition, delivered pursuant to Section 4.01(a)(viii)(C)
and (D) (I) fairly presents in all material respects the pro forma financial
condition of the Borrower and its Subsidiaries as of the date thereof on a pro
forma basis, and (II) shows all direct, non-contingent material indebtedness and
other liabilities of the Borrower and its Subsidiaries as of the date thereof,
including direct, non-contingent liabilities for taxes, material commitments and
Indebtedness, pro forma for the Lehigh Acquisition.

         (d) Since the date of the Audited Financial Statements, there has been
no event or circumstance that has had or could reasonably be expected to have a
Material Adverse Effect.

         5.06 LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Borrower or any of the Guarantors,
threatened, at law, in equity, in arbitration or before any Governmental
Authority, by or against the Borrower or any of its Subsidiaries or against any
of their properties or revenues that (a) purport to affect or pertain to this
Agreement, any other Loan Document, any Transaction Document or any Lehigh
Acquisition Document, or the Transaction, the Lehigh Acquisition or any of the
transactions contemplated hereby, or (b) if determined adversely, could
reasonably be expected to have a Material Adverse Effect.

         5.07 NO DEFAULT. Neither the Borrower nor any Subsidiary is in default
under or with respect to any Contractual Obligation that could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan Document.

         5.08 OWNERSHIP OF PROPERTY; LIENS. Each of the Borrower and its
Subsidiaries has good record and marketable title in fee simple to, or valid
leasehold interests in, all real property necessary or used in the ordinary
conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. As of the Closing Date, and giving effect to the application of
the proceeds of the Subordinated Notes, the Tilia Seller Note, the Term Loans
and any Revolving Loans made or outstanding on the Closing Date, and the
consummation of the Lehigh Acquisition as of the Closing Date, the property of
the Borrower and its Subsidiaries is subject to no Liens, other than Liens
permitted by Section 7.01.

         5.09 ENVIRONMENTAL COMPLIANCE. (a) The Borrower and each Subsidiary is
in compliance in all material respects with all applicable Environmental Laws
and has been issued and currently maintains all required federal, state and
local permits, licenses, certificates and approvals, except to the extent the
failure to have so been issued and maintain any such permit, license,
certificate or approval could not reasonably be expected to have a Material
Adverse Effect, and (b) neither the Borrower nor any Subsidiary has been
notified of any pending or threatened action, suit, proceeding or investigation,
and neither the Borrower nor any Subsidiary is aware of any facts, which (i)
calls into question, or could reasonably be expected to call into



                                       79


<PAGE>


question, compliance by the Borrower or any Subsidiary with any Environmental
Laws, (ii) seeks, or could reasonably be expected to form the basis of a
meritorious proceeding, to suspend, revoke or terminate any license, permit or
approval necessary for the operation of the Borrower's or any Subsidiary's
business or facilities or for the generation, handling, storage, treatment or
disposal of any Hazardous Materials, or (iii) seeks to cause, or could
reasonably be expected to form the basis of a meritorious proceeding to cause,
any property of the Borrower or any Subsidiary or other Loan Party to be subject
to any restrictions on ownership, use, occupancy or transferability under any
Environmental Law, any of which could reasonably be expected to have a Material
Adverse Effect.

         5.10 INSURANCE. The properties of the Borrower and its Subsidiaries are
insured with financially sound and reputable insurance companies not Affiliates
of the Borrower, in such amounts (after giving effect to any self-insurance
compatible with the following standards), with such deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the Borrower or its
Subsidiaries operate. In addition to, and without being limited by, the
foregoing, the Borrower and its Subsidiaries are currently maintaining the
insurance required by each of the Security Instruments, and all premiums payable
in respect of such insurance are current and all such insurance is in force.

         5.11 TAXES. The Borrower and its Subsidiaries have filed all Federal,
state and other material tax returns and reports required to be filed, and have
paid all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP. After giving effect to the
issuance of the Subordinated Notes, the Tilia Seller Note and (if it occurs) the
Scheduled Acquisition B Equity Issuance, there is no proposed tax assessment
against the Borrower or any Subsidiary, including any such assumed by any Loan
Party under the Transaction Documents or the Lehigh Acquisition Documents, that
would, if made, have a Material Adverse Effect.

         5.12 ERISA COMPLIANCE.

         (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws, except
for any required amendment for which the remedial amendment period as defined in
Section 401(b) of the Code has not yet expired. Each Plan that is intended to
qualify under Section 401(a) of the Code has received a favorable determination
letter from the IRS or an application for such a letter is currently being
processed by the IRS with respect thereto and, to the best knowledge of the
Borrower, nothing has occurred which would prevent, or cause the loss of, such
qualification. The Borrower and each ERISA Affiliate have made all required
contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any Plan.

         (b) There are no pending or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could reasonably be expected to have a Material
Adverse Effect. There has been no



                                       80


<PAGE>



prohibited transaction or violation of the fiduciary responsibility rules with
respect to any Plan that has resulted or could reasonably be expected to result
in a Material Adverse Effect.

         (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the
Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur,
any liability under Title IV of ERISA with respect to any Pension Plan (other
than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under Sections 4201
or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the
Borrower nor any ERISA Affiliate has engaged in a transaction that could be
subject to Sections 4069 or 4212(c) of ERISA.

         5.13 SUBSIDIARIES. The Borrower (i) has no Subsidiaries other than
those specifically disclosed in Part (a) of Schedule 5.13 (prepared giving
effect to the Lehigh Acquisition) and additional Subsidiaries created or
acquired after the Closing Date in compliance with Section 6.14; and (ii) has no
equity investments in any other corporation or entity other than those
specifically disclosed in Part (b) of Schedule 5.13 and additional equity
investments made after the Closing Date in accordance with the terms of this
Agreement.

         5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

         (a) The Borrower is not engaged and will not engage, principally or as
one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.

         (b) None of the Borrower, any Person controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

         5.15 DISCLOSURE. No statement, information, report, representation, or
warranty made by any Loan Party in any Loan Document or furnished to the
Administrative Agent or any Lender by or on behalf of any Loan Party in
connection with any Loan Document (a) except with respect to financial
projections concerning the Borrower and its Subsidiaries, contains any untrue
statement of a material fact or omits any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or (b) in the case of
financial projections concerning the Borrower and its Subsidiaries, have been
prepared in good faith based upon assumptions the Borrower believes to be
reasonable.

         5.16 INTELLECTUAL PROPERTY; LICENSES, ETC. The Borrower and its
Subsidiaries own, or possess the right to use, all Intellectual Property that is
currently used for the operation of their respective businesses, without known
conflict with the rights of any other Person. To the best knowledge of the
Borrower, no slogan or other advertising device, product, process, method,


                                       81


<PAGE>


substance, part or other material now employed, or now contemplated to be
employed, by the Borrower or any Subsidiary infringes upon any rights held by
any other Person. No claim or litigation regarding any of the foregoing is
pending or, to the best knowledge of the Borrower, threatened, and no patent,
invention, device, application, principle or any statute, law, rule, regulation,
standard or code is pending or, to the knowledge of the Borrower, proposed,
which, in either case, could reasonably be expected to have a Material Adverse
Effect.

         5.17 CONSUMMATION OF THE LEHIGH ACQUISITION.

         (a) The Lehigh Acquisition has been consummated as of, or is being
consummated substantially simultaneously with, the Closing Date in accordance in
all material respects with the terms of the Lehigh Acquisition Documents and in
material compliance with applicable law and regulatory approvals.

         (b) As of the Closing Date, all conditions to the consummation of the
Lehigh Acquisition have been satisfied, including the obtaining of all material
governmental, shareholder and third party consents and approvals necessary in
connection with the Lehigh Acquisition, and all such consents and approvals are
in full force and effect, except (i) as set forth in Schedule 5.17(a), each of
which closing conditions has been waived by the parties to the Lehigh
Acquisition, and (ii) as set forth on Schedule 5.17(b), each of which closing
conditions is subject to the terms of the Post-Closing Agreement.

         (c) As of the Closing Date, all applicable waiting periods with respect
to the Lehigh Acquisition have expired (including the expiration or early
termination of any Hart-Scott Rodino waiting period) without any action being
taken by any authority that could restrain, prevent or impose any material
adverse conditions on the Lehigh Acquisition.

         (d) The aggregate purchase price of the Lehigh Acquisition (including
any amounts deposited into any escrow account for payment of indemnities or
other amounts under any of the Lehigh Acquisition Documents, but excluding the
Lehigh Earn-Out and assumed liabilities and transaction expenses), does not
exceed $155,000,000.

         (e) Assuming the occurrence of the Closing Date, (i) each of the
agreements, documents and instruments evidencing or governing the Lehigh
Indebtedness has either been terminated or assumed (or the Lehigh Companies have
been released from all obligations thereunder) pursuant to the Lehigh Debt
Assumption and/or Release, (ii) all indebtedness and obligations of the Lehigh
Companies incurred thereunder, and under the other documents executed and
delivered in connection therewith, have either been repaid, assumed or released
pursuant to the Lehigh Debt Assumption and/or Release, (iii) each of the Lehigh
Companies has been released from all liability thereunder, and (iv) all Liens on
any assets of any of the Lehigh Companies securing obligations under the Lehigh
Indebtedness have been released.

         (f) On the Closing Date only, the excess of the Aggregate Revolving
Credit Commitment over the aggregate Outstanding Amount of Revolving Loans,
Swing Line Loans and L/C Obligations is not less than $30,000,000, computed
after giving effect to (i) the occurrence of the Closing Date, (ii) the
consummation of the Lehigh Acquisition, (iii) all Credit Extensions on the
Closing Date, (iv) the Lehigh Debt Assumption and/or Release, (v) the repayment
of all Revolving Loans and Swing Line Loans on the Closing Date, and (vi) the


                                       82


<PAGE>


payment in full of all amounts owing under, and the cancellation of, all Lehigh
Indebtedness not assumed pursuant to the Lehigh Debt Assumption and/or Release.

         5.18 SOLVENCY. On and after the Closing Date, the Borrower and each of
the Subsidiaries (other than Immaterial Subsidiaries, as to which no
representation is made) are Solvent, both individually and collectively,
measured after giving effect to (i) the consummation of the Lehigh Acquisition
(ii) the Credit Extension of the Term Loan B Facility hereunder on the Closing
Date, (iii) all other Borrowings and repayments of the Revolving Credit Facility
and the Term Loans on the Closing Date, (iv) the Lehigh Debt Assumption and/or
Release, and (v) the payment in full of all amounts owing under, and the
cancellation of, all Lehigh Indebtedness not assumed (or released) pursuant to
the Lehigh Debt Assumption and/or Release.

         5.19 OFF-BALANCE SHEET LIABILITIES. Neither the Borrower nor any
Subsidiary has any Off-Balance Sheet Liabilities.

         5.20 TAX SHELTER REGULATIONS. The Borrower does not intend to treat the
Revolving Loans, the Swing Line Loans, the Term Loans and/or the Letters of
Credit and related transactions as being a "reportable transaction" (within the
meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower
determines to take any action inconsistent with such intention, it will promptly
notify the Administrative Agent thereof. If the Borrower so notifies the
Administrative Agent, the Borrower acknowledges that one or more of the Lenders
may treat its Revolving Loans, its Pro Rata Term A Share of the Term Loan A, its
Pro Rata Term B Share of the Term Loan B, and/or its interest in Swing Line
Loans and/or Letters of Credit as part of a transaction that is subject to
Treasury Regulation Section 301.6112-1, and such Lender or Lenders, as
applicable, will maintain the lists and other records required by such Treasury
Regulation.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Revolving Credit Commitment
hereunder, any Loan or other Obligation shall remain unpaid or unsatisfied, or
any Letter of Credit shall remain outstanding (other than contingent Obligations
consisting of continuing indemnities and other contingent Obligations of the
Borrower or any Guarantor that may be owing to the Lenders pursuant to the Loan
Documents and expressly survive termination of this Agreement), the Borrower
shall, and shall (except in the case of the covenants set forth in Sections
6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to:

         6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each
Lender, in form and detail reasonably satisfactory to the Administrative Agent
and the Required Lenders:

         (a) as soon as available, but in any event within 90 days after the end
of each fiscal year of the Borrower, a consolidated and consolidating balance
sheet of the Borrower and its Subsidiaries as at the end of such fiscal year,
and the related consolidated and consolidating statements of income or
operations, cash flows and (as to consolidated statements only) stockholders'
equity for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with


                                       83



<PAGE>


GAAP, and (except with respect to consolidating balance sheets and related
consolidating statements) audited and accompanied by a report and
opinion of an independent certified public accountant of nationally recognized
standing reasonably acceptable to the Required Lenders, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and
shall not be subject to any qualifications or exceptions as to the scope of the
audit or the going concern status of the Borrower nor to any other
qualifications and exceptions not reasonably acceptable to the Required Lenders;
and

         (b) as soon as available, but in any event within 45 days after the end
of each of the first three fiscal quarters of each fiscal year of the Borrower,
a consolidated and consolidating balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal quarter, and the related consolidated
and consolidating statements of income or operations, cash flows and (as to
consolidated statements only) stockholders' equity for such fiscal quarter and
for the portion of the Borrower's fiscal year then ended, setting forth in each
case in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail and certified by a Responsible Officer of the Borrower
as fairly presenting the financial condition, results of operations and cash
flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only
to normal, recurring year end audit adjustments and the absence of footnotes.

         6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative
Agent and each Lender, in form and detail reasonably satisfactory to the
Administrative Agent and the Required Lenders:

         (a) concurrently with the delivery of the financial statements referred
to in Section 6.01(a), a certificate of its independent certified public
accountants certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default or Event
of Default under the financial covenants set forth herein or, if any such
Default or Event of Default shall exist, stating the nature and status of such
event;

         (b) concurrently with the delivery of the financial statements referred
to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed
by a Responsible Officer of the Borrower;

         (c) concurrently with the delivery of the financial statements referred
to in Sections 6.01(a), quarterly projected financial statements, and quarterly
projected working capital detail, for the next fiscal year of the Borrower, all
prepared by management of the Borrower.

         (d) promptly after any request by the Administrative Agent or any
Lender, copies of any detailed audit reports, management letters or
recommendations submitted to the board of directors (or the audit committee of
the board of directors) of the Borrower by independent accountants in connection
with the accounts or books of the Borrower or any Subsidiary, or any audit of
any of them;

         (e) promptly after the same are available, copies of each annual
report, proxy or financial statement or other report or communication sent to
the stockholders of the Borrower, and copies of all annual, regular, periodic
and special reports and registration statements which the Borrower may file or
be required to file with the Securities and Exchange Commission under


                                       84


<PAGE>


Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise
required to be delivered to the Administrative Agent pursuant hereto;

         (f) promptly after the Borrower has notified the Administrative Agent
of any intention by the Borrower to treat the Revolving Loans, the Swing Line
Loans, the Term Loans and/or the Letters of Credit and related transactions as
being a "reportable transaction" (within the meaning of Treasury Regulation
Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form;
and

         (g) promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Subsidiary as the
Administrative Agent, at the reasonable request of any Lender, may from time to
time request.

         Each document required to be delivered pursuant to Section 6.01(a) or
(b) or Section 6.02(e) shall be deemed to have been delivered on the date on
which the Borrower posts such document on the Borrower's website on the Internet
at the website address listed on Schedule 10.02 hereof, or when such document is
posted on the Securities and Exchange Commission's website at www.sec.gov (the
"SEC Website") or on an Internet website established by the Administrative Agent
with Intralinks, Inc. or other similarly available electronic media (each of the
foregoing an "Informational Website"); provided that (i) the Borrower shall
deliver paper copies of all such documents to the Administrative Agent or any
Lender that requests the Borrower to deliver such paper copies until a request
to cease delivering paper copies is given by the Administrative Agent or such
Lender and (ii) the Administrative Agent and each Lender shall be notified by
electronic mail of the applicable Informational Website and of the posting of
each such document. The Administrative Agent shall have no obligation to request
the delivery or to maintain copies of the documents referred to above in this
paragraph, and in any event shall have no responsibility to monitor compliance
by the Borrower with any such request for delivery, and each Lender shall be
solely responsible for requesting delivery to it or maintaining its copies of
such documents.

         6.03 NOTICES. Promptly notify the Administrative Agent and each Lender:

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

         (b) of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including (i) breach or non-performance of,
or any default under, any of the Transaction Documents, the Lehigh Acquisition
Documents or any other Contractual Obligation of the Borrower or any Subsidiary;
or (ii) any dispute, litigation, investigation, proceeding or suspension between
the Borrower or any Subsidiary and any Governmental Authority;

         (c) of any litigation, investigation or proceeding affecting the
Borrower or any Subsidiary in which the amount involved (excluding amounts
covered by applicable insurance as to which no reservation of rights is in
effect) exceeds the Threshold Amount, or in which injunctive relief or similar
relief is sought, which relief, if granted, could reasonably be expected to have
a Material Adverse Effect;

         (d) of the occurrence of any material ERISA Event;

                                       85
<PAGE>

         (e) of any material change in accounting policies or financial
reporting practices by the Borrower or any Subsidiary; and

         (f) of any (i) violation or alleged violation by the Borrower or any
Subsidiary of any applicable Environmental Laws; (ii) release or threatened
release by the Borrower or any Subsidiary, or by any Person handling,
transporting or disposing of any Hazardous Materials on behalf of the Borrower
or any Subsidiary, or at any facility or property owned or leased or operated by
the Borrower or any Subsidiary, of any Hazardous Materials, except where
occurring legally; (iii) liability or alleged liability of the Borrower or any
Subsidiary for the costs of cleaning up, removing, remediating or responding to
a release of Hazardous Materials; or (iv) the commencement of, or any material
development in, any litigation or proceeding affecting the Borrower or any
Subsidiary, including pursuant to any applicable Environmental Laws except to
the extent such litigation or proceeding could not reasonably be expected to
have a Material Adverse Effect.

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of
a Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes
to take with respect thereto, and with respect to matters in subsection (f),
copies of all related notices, complaints, orders, directives, claims and
citations. Each notice pursuant to Section 6.03(a) shall describe with
particularity any and all provisions of this Agreement or other Loan Document
that have been breached.

         6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Subsidiary; (b) all
lawful claims which, if unpaid, would by law become a Lien (other than during
the period in which such Lien may be a Permitted Lien) upon its property, unless
the same are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by
the Borrower or such Subsidiary and foreclosure or other enforcement of such
Liens in respect of the Collateral have not commenced or have been effectively
stayed; and (c) all Indebtedness, as and when due and payable, but subject to
any subordination provisions contained in any instrument or agreement evidencing
such Indebtedness and subject to any provision of this Agreement.

         6.05 PRESERVATION OF EXISTENCE, ETC. Except in a transaction permitted
by Section 7.04 or 7.05, preserve, renew and maintain in full force and effect
its legal existence and good standing under the Laws of the jurisdiction of its
organization; take all reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct of
its business, and preserve or renew all of its registered Intellectual Property,
except in each case to the extent failure to do so could not reasonably be
expected to have a Material Adverse Effect.

         6.06 MAINTENANCE OF PROPERTIES. (a) Maintain, preserve and protect all
of its material properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear excepted;
and (b) make all necessary repairs thereto and




                                       86

<PAGE>


renewals and replacements thereof except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

         6.07 MAINTENANCE OF INSURANCE. In the event compliance with the
insurance requirements set forth in the Security Instruments does not satisfy
the following requirements, maintain with financially sound and reputable
insurance companies not Affiliates of the Borrower, insurance with respect to
its properties and business against loss or damage of the kinds customarily
insured against by Persons engaged in the same or similar business, of such
types and in such amounts (after giving effect to any self-insurance compatible
with the following standards) as are customarily carried under similar
circumstances by such other Persons and providing for not less than 30 days
prior notice to the Administrative Agent of termination, lapse or cancellation
of such insurance.

         6.08 COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS.

         (a) Comply in all material respects with the requirements of all Laws
(including Environmental Laws) and Contractual Obligations applicable to it or
to its business or property, except (other than with respect to those matters
covered in subsection (b) below) in such instances in which (i) such requirement
of Law or Contractual Obligation is being contested in good faith by appropriate
proceedings diligently conducted or a bona fide dispute exists with respect
thereto; or (ii) with respect to Contractual Obligations only, the failure to
comply therewith could not reasonably be expected to have a Material Adverse
Effect.

         (b) In addition to the foregoing, if the Borrower or any Subsidiary
shall receive any letter, notice, complaint, order, directive, claim or citation
alleging that the Borrower or any Subsidiary has violated any Environmental Law,
has released any Hazardous Material, or is liable for the costs of cleaning up,
removing, remediating or responding to a release of Hazardous Materials, the
Borrower and any Subsidiary shall, within the time period permitted and to the
extent required by applicable Laws or the Governmental Authority responsible for
enforcing such Environmental Law, remove or remedy, or cause the applicable
Subsidiary to remove or remedy, such violation or release or satisfy such
liability unless such requirement is being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Subsidiary and such
contest effectively stays any requirement to effect such removal or remedy.

         6.09 BOOKS AND RECORDS. (a) Maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of the Borrower or such Subsidiary, as the
case may be; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrower or such Subsidiary, as the case may
be.

         6.10 INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, all at reasonable times during normal business hours as often as
may be reasonably desired, and upon reasonable advance notice to the Borrower,
and (subject to the following


                                       87


<PAGE>


proviso) (a) at the expense of the Borrower one time per year in the case of
inspection by the Administrative Agent or such other Lender as it may designate,
and (b) otherwise at the expense of the Lenders; provided, however, that when a
Default or Event of Default has occurred and is continuing the Administrative
Agent or any Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the sole expense of the Borrower at
any time during normal business hours and without advance notice.

         6.11 COMPLIANCE WITH ERISA. Do, and cause each of its ERISA Affiliates
to do, each of the following: (a) maintain each Plan in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
Federal or state law; (b) cause each Plan which is qualified under Section
401(a) of the Code to maintain such qualification; and (c) make all required
contributions to any Plan subject to Section 412 of the Code.

         6.12 USE OF PROCEEDS. Use the proceeds of the Credit Extensions (i) for
working capital, Capital Expenditures, and other general corporate purposes of
the Borrower and its Subsidiaries not in contravention of any Law or of any Loan
Document, and (ii) with respect only to the Term Loan B Facility, together with
available cash, to pay the cash portion of the purchase price of the Lehigh
Acquisition, and to pay fees and expenses incurred in connection with the Lehigh
Acquisition.

         6.13 MAINTAIN PRINCIPAL LINE OF BUSINESS. Continue at all times to
conduct its business and engage principally in the Permitted Business.

         6.14 NEW SUBSIDIARIES AND PLEDGORS. (a) As soon as practicable but in
any event within 30 days following the acquisition or creation of any Subsidiary
that is a Domestic Subsidiary or Direct Foreign Subsidiary, but excluding the
Lehigh Acquisition (with respect to which the provisions of Section 4.01 will
govern and must be satisfied as of the Closing Date), cause to be delivered to
the Administrative Agent each of the following:

                  (i) if such Subsidiary is a Domestic Subsidiary, a Guaranty
         Joinder Agreement duly executed by such Subsidiary;

                  (ii) if such Subsidiary is a Domestic Subsidiary, a Security
         Joinder Agreement duly executed by such Subsidiary (with all schedules
         thereto appropriately completed);

                  (iii) if such Subsidiary is a Domestic Subsidiary or a Direct
         Foreign Subsidiary, and any of the Subsidiary Securities issued by such
         Subsidiary are owned by a Subsidiary who has not then executed and
         delivered to the Administrative Agent the Pledge Agreement or a Pledge
         Joinder Agreement granting a Lien to the Administrative Agent, for the
         benefit of the Secured Parties, in such Pledged Interests, a Pledge
         Joinder Agreement (with all schedules thereto appropriately completed)
         duly executed by the Subsidiary that directly owns such Pledged
         Interest (and, as to Pledged Interests issued by any Direct Foreign
         Subsidiary, a pledge agreement or comparable document pursuant to the
         laws of the jurisdiction of formation of such Subsidiary in form and
         substance acceptable to the Administrative Agent, unless otherwise
         agreed to by the Administrative Agent in its sole discretion);

                                       88
<PAGE>

                  (iv) if such Subsidiary is a Domestic Subsidiary or a Direct
         Foreign Subsidiary, and any of the Subsidiary Securities issued by such
         Subsidiary are owned by the Borrower or a Subsidiary who has previously
         executed a Pledge Agreement or a Pledge Joinder Agreement, a Pledge
         Agreement Supplement by each Borrower and Subsidiary that owns any of
         such Pledged Interests with respect to such Pledged Interests in the
         form required by the Pledge Agreement;

                  (v) if the Pledged Interests issued or owned by such
         Subsidiary constitute securities under Article 8 of the Uniform
         Commercial Code (A) the certificates representing 100% of such Pledged
         Interests and (B) duly executed, undated stock powers or other
         appropriate powers of assignment in blank affixed thereto;

                  (vi) if such Subsidiary is a Domestic Subsidiary and itself
         owns any Subsidiary Securities issued by any Subsidiary that is, or
         after such acquisition or transaction will be, a Domestic Subsidiary or
         Direct Foreign Subsidiary, a Pledge Joinder Agreement (with all
         schedules thereto appropriately completed) duly executed by such
         Subsidiary (and, as to Pledged Interests issued by any Direct Foreign
         Subsidiary, a pledge agreement or comparable document pursuant to the
         laws of the jurisdiction of formation of such Subsidiary in form and
         substance reasonably acceptable to the Administrative Agent, unless
         otherwise agreed to by the Administrative Agent in its sole
         discretion);

                  (vii) if such Subsidiary is a Domestic Subsidiary and owns any
         Intellectual Property, (A) an IP Security Joinder Agreement duly
         executed by such Subsidiary (with all schedules thereto appropriately
         completed) and (B) with respect to any Intellectual Property owned by
         the Borrower or a Domestic Subsidiary that is registered in a
         jurisdiction outside the United States, to the extent deemed necessary
         by the Administrative Agent in its reasonable discretion, an
         intellectual property security agreement or comparable document
         pursuant to the laws of the jurisdiction in which such Intellectual
         Property is registered, in form and substance reasonably acceptable to
         the Administrative Agent;

                  (viii) with respect to any Person that has executed a Pledge
         Joinder Agreement, a Pledge Agreement Supplement, a Security Joinder
         Agreement or an IP Security Joinder Agreement hereunder, Uniform
         Commercial Code financing statements naming such Person as "Debtor" and
         naming the Administrative Agent for the benefit of the Secured Parties
         as "Secured Party," in form, substance and number sufficient in the
         reasonable opinion of the Administrative Agent and its special counsel
         to be filed in all Uniform Commercial Code filing offices and in all
         jurisdictions in which filing is necessary or advisable to perfect in
         favor of the Administrative Agent for the benefit of the Secured
         Parties the Lien on the Collateral conferred under such Security
         Instrument to the extent such Lien may be perfected by Uniform
         Commercial Code filing;

                  (ix) unless the Administrative Agent expressly waives such
         requirement, an opinion or opinions of counsel to each Subsidiary
         executing any Joinder Agreement or Pledge Supplement, and the Borrower
         if it executes a Pledge Supplement, provided for in this Section 6.14
         dated as of the date of delivery of such applicable Joinder Agreements
         (and other Loan Documents) provided for in this Section 6.14 and
         addressed to the Administrative Agent and the Lenders, in form and
         substance reasonably acceptable to




                                       89


<PAGE>


         the Administrative Agent, each of which opinions may be in form and
         substance, including assumptions and qualifications contained therein,
         substantially similar to those opinions of counsel delivered pursuant
         to Section 4.01(a)).

                  (x) current copies of the Organizational Documents and
         Operating Documents of each such Subsidiary that is a Domestic
         Subsidiary, minutes of duly called and conducted meetings (or duly
         effected consent actions) of the Board of Directors, partners, or
         appropriate committees thereof (and, if required by such Organizational
         Documents, Operating Documents or applicable law, of the shareholders,
         members or partners) of such Domestic Subsidiary authorizing the
         actions and the execution and delivery of documents described in this
         Section 6.14, all certified by the applicable Governmental Authority or
         appropriate officer as the Administrative Agent may elect.

         (b) As soon as practicable but in any event within 30 days following
the acquisition of any Pledged Interests by any Subsidiary who has not
theretofore executed the Pledge Agreement or a Pledge Joinder Agreement and who
is not required to deliver a Pledge Joinder Agreement pursuant to the preceding
provisions of this Section 6.14, cause to be delivered to the Administrative
Agent a Pledge Joinder Agreement (with all schedules thereto appropriately
completed) duly executed by the Subsidiary (and, as to Pledged Interests issued
by any Direct Foreign Subsidiary, a pledge agreement or comparable document
pursuant to the laws of the jurisdiction of formation of such Subsidiary in form
and substance reasonably acceptable to the Administrative Agent, unless
otherwise agreed to by the Administrative Agent in its sole discretion), and the
documents, stock certificates, stock powers, financing statements, opinions,
Organizational Documents, Operating Documents, and Organizational Action
relating thereto and to the pledge contained therein and described in clauses
(v), (viii), (ix) and (x) of Section 6.14(a).

         (c) Notwithstanding anything contained in Sections 6.14(a) and (b), so
long as no Default or an Event of Default has occurred and is continuing,
nothing contained in Section 6.14(a) or (b) shall apply to any Immaterial
Subsidiary (or to the pledge of Pledged Interests of any Direct Foreign
Subsidiary that would be an Immaterial Subsidiary if it were a Domestic
Subsidiary) acquired or created after the Closing Date, provided that in the
event any Subsidiary ceases at any time to be an Immaterial Subsidiary (or as to
any Direct Foreign Subsidiary whose Pledged Interests have not been pledged by
virtue of the preceding sentence, such Subsidiary would no longer be an
Immaterial Subsidiary if it were a Domestic Subsidiary) it shall, not later than
thirty days after ceasing to be an Immaterial Subsidiary, comply with the
provisions of Section 6.14(a) and (b).

         6.15 FURTHER ASSURANCES. At the Borrower's cost and expense, upon
request of the Administrative Agent, duly execute and deliver or cause to be
duly executed and delivered, to the Administrative Agent such further
instruments, documents, certificates, financing and continuation statements, and
do and cause to be done such further acts that may be reasonably necessary or
advisable in the reasonable opinion of the Administrative Agent to carry out
more effectively the provisions and purposes of this Agreement, the Guaranty,
the Security Instruments and the other Loan Documents.

         6.16 TILIA SELLER NOTE.

                                       90
<PAGE>

         (a) Determine and take all actions necessary to provide at all times
that the Administrative Agent and the Lenders are the "senior most Designated
Senior Debt" under the terms of the Tilia Seller Note.

         (b) Provide written notice to the payee of the Tilia Seller Note, on
the same Business Day on which a Responsible Officer has knowledge, of any
subordination and prohibition of any payment under the Tilia Seller Note.

         (c) Take all commercially reasonable action to provide that the payee
of the Tilia Seller Note (i) will not declare a default under or in connection
with the Tilia Seller Note or take, sue for, ask or demand from the Borrower
payment of all or any portion of the Tilia Seller Note unless at least 10 days'
prior written notice of such action is given to the Administrative Agent and
(ii) will not commence, or join with any creditor other than the Lenders and the
Administrative Agent in commencing, directly or indirectly, or cause the
Borrower to commence, or assist the Borrower in commencing, any proceeding
referred to in Section 4.2(a) of each Seller Note.

         6.17 ACCOUNTS RECEIVABLE PURCHASE AGREEMENT AND WILBERT NOTE. All
obligations of any Person under the Accounts Receivable Purchase Agreement and
all obligations of any Person under the Wilbert Note have been paid in full, and
each of the Accounts Receivable Purchase Agreement and the Wilbert Note has been
terminated.

                                  ARTICLE VII

                               NEGATIVE COVENANTS

         So long as any Lender shall have any Revolving Credit Commitment
hereunder, any Loan or other Obligation shall remain unpaid or unsatisfied
(other than contingent Obligations consisting of continuing indemnities and
other contingent Obligations of the Borrower or any Guarantor that may be owing
to the Lenders pursuant to the Loan Documents and expressly survive termination
of this Agreement), or any Letter of Credit shall remain outstanding, the
Borrower shall not, nor shall it permit any Subsidiary to, directly or
indirectly:

         7.01 LIENS. Create, incur, assume or suffer to exist, any Lien upon any
of its property, assets or revenues, whether now owned or hereafter acquired,
other than the following (collectively, the "Permitted Liens"):

         (a) Liens created or arising pursuant to the Security Instruments or
any other Loan Document;

         (b) Liens existing on the date hereof and listed on Schedule 7.01 and
any renewals or extensions thereof, provided that the property covered thereby
is not increased and any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.03(b);

         (c) Liens for taxes not yet due or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;

                                       91
<PAGE>

         (d) statutory Liens of landlords who are not subject to a Landlord
Waiver, carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 30 days or which are being contested in good
faith and by appropriate proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person in
accordance with GAAP;

         (e) pledges or deposits in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other social
security legislation, other than any Lien imposed by ERISA;

         (f) deposits to secure the performance of bids, trade contracts and
leases (other than Indebtedness), statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature, or arising as a
result of process payments under government contracts to the extent required or
imposed by applicable Laws, all to the extent incurred in the ordinary course of
business;

         (g) easements, rights-of-way, restrictions and other similar
encumbrances affecting real property which, in the aggregate, are not
substantial in amount, and which do not in any case materially detract from the
value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the applicable Person;

         (h) Liens securing judgments for the payment of money in an aggregate
amount not in excess of the Threshold Amount (except to the extent covered by
independent third-party insurance as to which the insurer has acknowledged in
writing its obligation to cover), unless any such judgment remains undischarged
for a period of more than 30 consecutive days during which execution is not
effectively stayed;

         (i) Liens securing Indebtedness of any Subsidiary that is not a
Guarantor to the Borrower or any Subsidiary;

         (j) Liens securing Indebtedness permitted under Section 7.03(e);
provided that (i) such Liens do not at any time encumber any property other than
the property financed by such Indebtedness and (ii) the Indebtedness secured
thereby (x) is not less than 75% of the cost of property acquired on the date of
acquisition and (y) does not exceed the cost or fair market value, whichever is
lower, of the property being acquired on the date of acquisition; and

         (k) Liens on assets other than equity interests in any Subsidiary
securing Indebtedness (including Indebtedness committed to the Borrower or any
Subsidiary but not advanced) in aggregate outstanding principal amount not to
exceed $10,000,000 at any time.

         7.02 INVESTMENTS. Make any Investments, except:

         (a) Investments that are existing on the date hereof and listed on
Schedule 7.02, including the Tilia Seller Note and any Investment in connection
with the Tilia Escrow Agreement;

                                       92
<PAGE>

         (b) Investments held by the Borrower or such Subsidiary in the form of
Eligible Securities and cash equivalents;

         (c) advances to officers, directors and employees of the Borrower and
Subsidiaries in an aggregate amount not to exceed $500,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary
business purposes;

         (d) Investments of (i) any Subsidiary in the Borrower, (ii) of the
Borrower or any Subsidiary in a Guarantor, (iii) of any Subsidiary that is not a
Guarantor in another Subsidiary that is not a Guarantor, or (iv) of the Borrower
or any Guarantor in any Subsidiary that is not a Guarantor in an amount not to
exceed $11,000,000 in the aggregate at any time outstanding;

         (e) Investments consisting of extensions of credit in the nature of
accounts receivable or notes receivable arising from the sale or lease of goods
or services in the ordinary course of business, and Investments received in
satisfaction or partial satisfaction thereof from financially troubled account
debtors to the extent reasonably necessary in order to prevent or limit loss;

         (f)      Investments permitted by Section 7.04;

         (g) Permitted Acquisitions, the Lehigh Acquisition and, so long as all
other provisions of this Agreement with respect thereto are satisfied, the
Scheduled Acquisition B; and

         (h) other Investments in aggregate outstanding principal amount not to
exceed, at any time, $5,000,000.

         7.03 INDEBTEDNESS. Allow or permit any Subsidiary to create, incur,
assume or suffer to exist any Indebtedness other than:

         (a) Indebtedness under the Loan Documents;

         (b) Indebtedness outstanding on the date hereof under the Subordinated
Notes and the Tilia Seller Note, and any refinancings, refundings, renewals or
extensions thereof; provided that (i) the amount of such Indebtedness is not
increased at the time of such refinancing, refunding, renewal or extension
except by an amount equal to the fees and expenses reasonably incurred in
connection with such refinancing and by an amount equal to any existing
commitments unutilized thereunder, (ii) none of the instruments and agreements
evidencing or governing such Indebtedness shall be amended, modified or
supplemented after the Closing Date, including in connection with any
refinancing, refunding, renewal or extension, to change any terms of
subordination, repayment or rights of enforcement, conversion, put or exchange,
or to make any covenants or events of default materially more restrictive or in
any event more restrictive than as set forth herein, from such terms and rights
as in effect on the Closing Date;

         (c) Contingent Obligations of (i) the Borrower or any Guarantor in
respect of Indebtedness otherwise permitted hereunder of the Borrower or any
Guarantor, (ii) any Subsidiary that is not a Guarantor in respect of
Indebtedness otherwise permitted hereunder of any Subsidiary, provided that with
respect to each of (i) and (ii) such Contingent Obligations with respect to
Indebtedness that is subordinated to the Obligations shall be subordinated to
the same or greater extent, and (iii) the Borrower or any Subsidiary in the form
of customary and




                                       93


<PAGE>

commercially reasonable indemnification obligations incurred in good faith in
connection with the Lehigh Acquisition, the Scheduled Acquisition B or any
Permitted Acquisition;

         (d) obligations (contingent or otherwise) of the Borrower or any
Subsidiary existing or arising under any Swap Contract, provided that (i) such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such
Person and not for purposes of speculation or taking a "market view;" and (ii)
such Swap Contract does not contain any provision exonerating the non-defaulting
party from its obligation to make payments on outstanding transactions to the
defaulting party;

         (e) Indebtedness in respect of Capital Leases, Synthetic Lease
Obligations and purchase money obligations for fixed or capital assets within
the limitations set forth in Section 7.01(j); provided, however, that the
aggregate amount of all such Indebtedness at any one time outstanding shall not
exceed $10,000,000;

         (f) Indebtedness (i) of the Borrower or any Guarantor owing to the
Borrower or any Guarantor, (ii) of any Subsidiary that is not a Guarantor owing
to the Borrower or any Subsidiary, and (iii) of the Borrower or any Guarantor
owing to any Subsidiary that is not a Guarantor in an aggregate principal amount
not to exceed $10,000,000 at any time outstanding for all such Indebtedness
permitted under this subclause (iii);

         (g) Unsecured Indebtedness (i) of the Borrower and the Guarantors in an
aggregate principal amount not to exceed $10,000,000 at any time outstanding,
and (ii) of Subsidiaries that are not Guarantors in an aggregate principal
amount not to exceed $5,000,000 at any time outstanding;

         (h) Unsecured Indebtedness subordinated in payment to the Obligations
hereunder in an aggregate principal amount not to exceed $100,000,000 at any
time outstanding, the terms and conditions of which Indebtedness are acceptable
to the Administrative Agent; and

         (i) the Tilia Earn-Out, the Lehigh Earn-Out, the Scheduled Acquisition
B Earn-Out and any Permitted Acquisition Earn-Out.

         7.04 FUNDAMENTAL CHANGES. Merge, consolidate with or into, or convey,
transfer, lease or otherwise Dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that, so long
as no Default or Event of Default exists or would result therefrom and subject
to Section 7.20:

         (a) any Subsidiary may merge with or transfer substantially all its
assets (upon voluntary liquidation or otherwise) to any Guarantor, provided
that, if a merger, the applicable Guarantor shall be the continuing or surviving
Person, and provided further that if a transfer of assets in the form of a sale
by a Subsidiary that is not a Guarantor, the sale shall be at fair market value
and the aggregate amount of all such sales shall not exceed $10,000,000;

                                       94
<PAGE>

         (b) any Subsidiary substantially all of whose assets consist of
Subsidiary Securities or other Equity Securities in any Person may merge with or
transfer substantially all its assets (upon voluntary liquidation or otherwise)
to the Borrower, provided that, if a merger, the Borrower shall be the
continuing or surviving Person, and provided further that if a transfer of
assets in the form of a sale by a Subsidiary that is not a Guarantor, the sale
shall be at fair market value and the aggregate amount of all such sales shall
not exceed $10,000,000;

         (c) any Subsidiary that is not a Guarantor may merge with or sell
substantially all its assets (upon voluntary liquidation or otherwise) to any
one or more Subsidiaries that is not a Guarantor; and

         (d) any Subsidiary may, upon not less than fifteen (15) days prior
written notice to the Administrative Agent, be reincorporated in another
jurisdiction or reorganized as a limited liability company, provided that the
Borrower shall, and shall cause the applicable Subsidiary to (i) provide
appropriate supplements to the information furnished with respect to such
Subsidiary and otherwise comply with the requirements of Section 2A.03, and (ii)
provide such further agreements, documents and assurances, and take such other
action, as may be reasonably requested by the Administrative Agent to perfect or
maintain the perfection and priority (and receive assurances thereof) of the
Lien of the Administrative Agent in the Collateral; provided, however, no
Domestic Subsidiary may reincorporate to a jurisdiction that would render it not
a Domestic Subsidiary.

         7.05 DISPOSITIONS. In each case subject to Section 7.20, make any
Disposition or enter into any agreement to make any Disposition, except:

         (a) Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;

         (b) Dispositions of inventory in the ordinary course of business;

         (c) Dispositions by the Borrower or any Subsidiary of equipment or real
property which is replaced by equipment or real property of substantially
equivalent or greater utility and value within ninety (90) days of the date of
disposition thereof, provided that if the fair market value of the property so
disposed of is greater than $6,000,000, the Administrative Agent shall have
received notice of such disposition from the Borrower not less than twenty (20)
days prior to the consummation of such disposition;

         (d) Dispositions of property (i) by any Subsidiary to a Guarantor, (ii)
by the Borrower or any Guarantor to any Guarantor, and (iii) by any Subsidiary
that is not a Guarantor to any other Subsidiary that is not a Guarantor; and

         (e) Dispositions permitted by Section 7.04; and

         (f) Dispositions not otherwise permitted by (a) through (e) above, so
long as the aggregate fair market value of all such property so disposed in any
fiscal year of the Borrower does not exceed $50,000,000 and the Net Proceeds
therefrom are applied as provided in Section 2.06(e); provided that, without
increasing the $50,000,000 limit provided in this Section 7.05(f), the first
$3,000,000 of aggregate Net Proceeds in each fiscal year of the Borrower
realized from

                                       95

<PAGE>


the Disposition of Excluded Accounts (as defined in the Security Agreement)
under all Factoring Agreements shall not be required to be applied as a
prepayment as would otherwise be required under Section 2.06(e).

         7.06 LEASE OBLIGATIONS. Create or suffer to exist any obligations for
the payment of rent for any property under lease or agreement to lease, except:

         (a) leases in existence on the date hereof and listed on Schedule 7.06,
and any renewal, refunding, extension or refinancing thereof; provided that with
respect to Capital Leases and Synthetic Leases (i) the amount of such Capital
Lease or Synthetic Lease is not increased at the time of such refinancing,
refunding, renewal or extension except by an amount equal to the fees and
expenses reasonably incurred in connection with such refinancing, and (ii) none
of the instruments and agreements evidencing or governing such Capital Lease or
Synthetic Lease shall be amended, modified or supplemented after the Closing
Date, including in connection with any refinancing, refunding, renewal or
extension, to change any terms of subordination, repayment or rights of
enforcement, conversion, put, exchange or other rights, or to make any covenants
or events of default materially more restrictive or in any event more
restrictive than as set forth herein, from such terms and rights as in effect on
the Closing Date; and

         (b) operating leases (other than those constituting Synthetic Lease
Obligations) entered into or assumed by the Borrower or any Subsidiary after the
date hereof in the ordinary course of business.

         7.07 RESTRICTED PAYMENTS. Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that:

         (a) (i) each Guarantor may make Restricted Payments to the Borrower and
to other Guarantors, and (ii) each Subsidiary that is not a Guarantor may make
Restricted Payments to other Subsidiaries and the Borrower;

         (b) the Borrower and each Subsidiary may declare and make dividend
payments or other distributions payable solely in the common stock of such
Person; and

         (c) the Borrower may repurchase shares of its own stock at any time so
long as both immediately before and after the making of any such repurchase, and
pro forma for each such stock repurchase, (i) the Available Repurchase Amount is
not less than $0, (ii) the Total Leverage Ratio is less than or equal to 1.75 to
1.00, (iii) the excess of the Aggregate Revolving Credit Commitments over the
aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C
Obligations shall equal or exceed $15,000,000, and (iv) no Default or Event of
Default shall have occurred and be continuing.

         7.08 ERISA. At any time engage in a transaction which could be subject
to Section 4069 or 4212(c) of ERISA, or permit any Plan to (a) engage in any
non-exempt "prohibited transaction" (as defined in Section 4975 of the Code);
(b) fail to comply with ERISA or any other applicable Laws; or (c) incur any
material "accumulated funding deficiency" (as defined in Section 302 of ERISA),
which, with respect to each event listed above, could reasonably be expected to
have a Material Adverse Effect.

                                       96
<PAGE>

         7.09 CHANGE IN NATURE OF BUSINESS. Engage in any material line of
business other than the Permitted Business.

         7.10 TRANSACTIONS WITH AFFILIATES. Enter into any transaction of any
kind with any Affiliate of the Borrower, other than for compensation and upon
fair and reasonable terms with Affiliates in transactions that are otherwise
permitted hereunder no less favorable to the Borrower or Subsidiary than would
be obtained in a comparable arm's-length transaction with a Person other than an
Affiliate.

         7.11 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation that
limits the ability (a) of any Subsidiary to make Restricted Payments, loans or
advances to the Borrower or any Guarantor or to otherwise transfer property to
the Borrower or any Guarantor, or (b) of the Borrower or any Subsidiary to
create, incur, assume or suffer to exist Liens on property of such Person, other
than standard and customary negative pledge provisions in property acquired with
the proceeds of any Capital Lease or purchase money financing that extend and
apply only to such acquired property.

         7.12 USE OF PROCEEDS. Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose, provided
that to the extent permitted by Section 7.07(c), the proceeds of one or more
Credit Extensions may be used by the Borrower to purchase stock of the Borrower
so long as such purchase is made in compliance with Regulation U of the FRB and
all other applicable Laws.

         7.13 FINANCIAL COVENANTS.

         (a) Consolidated Net Worth. Permit Consolidated Net Worth of the
Borrower at any time to be less than the sum of (A) $62,000,000, (B) an amount
equal to 50% of the Consolidated Net Income earned in each fiscal quarter ending
after June 30, 2003 (with no deduction for a net loss in any such fiscal
quarter) and (C) an amount equal to 100% of the aggregate increases in
Stockholders' Equity of the Borrower and its Subsidiaries after the date hereof
by reason of the issuance and sale of capital stock of the Borrower (including
upon any conversion of debt securities of the Borrower into such capital stock).

         (b) Total Leverage Ratio. At any time permit the Total Leverage Ratio
as of the end of any Four-Quarter Period of the Borrower to be greater than the
ratio set forth below opposite such Four-Quarter Period:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Four-Quarter Period ending closest to:                                    Maximum Total Leverage Ratio
--------------------------------------                                    ----------------------------
---------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>
June 30, 2003;
September 30, 2003;
December 31, 2003;                                                                 3.50 to 1.00
March 31, 2004;
June 30, 2004; and
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       97



<PAGE>



<TABLE>
<CAPTION>
<S>                                                             <C>
---------------------------------------------------------------------------------------------------------------------
September 30, 2004

---------------------------------------------------------------------------------------------------------------------

December 31, 2004;
March 31, 2005;
June 30, 2005; and                                                                3.25 to 1.00
September 30, 2005

---------------------------------------------------------------------------------------------------------------------

December 31, 2005 and thereafter                                                  3.00 to 1.00
---------------------------------------------------------------------------------------------------------------------
</TABLE>

         (c) Senior Leverage Ratio. At any time permit the Senior Leverage Ratio
as of the end of any Four-Quarter Period of the Borrower to be greater than the
ratio set forth below opposite such Four-Quarter Period:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Four-Quarter Period ending closest to:                                   Maximum Senior Leverage Ratio
--------------------------------------                                   -----------------------------

---------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>
June 30, 2003;
September 30, 2003;
December 31, 2003;
March 31, 2004;
June 30, 2004; and                                                                2.25 to 1.00
September 30, 2004

---------------------------------------------------------------------------------------------------------------------

December 31, 2004;
March 31, 2005;                                                                   2.00 to 1.00
June 30, 2005; and
September 30, 2005

---------------------------------------------------------------------------------------------------------------------

December 31, 2005 and thereafter                                                  1.75 to 1.00

----------------------------------------------------------- ---------------------------------------------------------
</TABLE>

         (d) Fixed Charge Ratio. Permit the Fixed Charge Ratio as of the end of
any applicable period of the Borrower to be less than 1.25 to 1.00.

         7.14 ACQUISITIONS. Enter into any agreement, contract, binding
commitment or other arrangement providing for any Acquisition, or take any
action to solicit the tender of securities or proxies in respect thereof in
order to effect any Acquisition, other than the Lehigh Acquisition (which shall
not be subject to the terms of this Section 7.14), unless (i) the Person to be
(or whose assets are to be) acquired does not oppose such Acquisition and the
line or lines of business of the Person to be acquired are a Permitted Business,
(ii) no Default or Event of Default shall have occurred and be continuing either
immediately prior to or immediately after giving effect to such Acquisition and,
if the Cost of Acquisition is in excess of $25,000,000, the Borrower shall have
furnished to the Administrative Agent (A) pro forma historical financial
statements as of the end of the most recently completed fiscal year of the
Borrower and most recent interim fiscal quarter, if applicable giving effect to
such Acquisition and (B) a certificate in the form of Exhibit D prepared on a
historical pro forma basis as of the date of the Audited Financial Statements
or, if later, as of the most recent date for which financial statements have




                                       98




<PAGE>


been furnished pursuant to Section 6.01(a) or (b) giving effect to such
Acquisition, which certificate shall demonstrate that no Default or Event of
Default would exist immediately after giving effect thereto, (iii) the Person
acquired shall be a wholly-owned Subsidiary, or be merged into a wholly-owned
Subsidiary, immediately upon consummation of the Acquisition (or if assets are
being acquired, the acquiror shall be a wholly-owned Subsidiary), (iv) after the
consummation of the Acquisition each Subsidiary that is a Domestic Subsidiary or
Direct Foreign Subsidiary shall have complied with the provisions of Section
6.14, including with respect to any new assets acquired, and (v) after giving
effect to such Acquisition, the aggregate Costs of Acquisition incurred in any
fiscal year (on a noncumulative basis, with the effect that amounts not incurred
in any fiscal year may not be carried forward to a subsequent period), together
with the aggregate amount of cash payments during such fiscal year in respect of
Permitted Acquisition Earn-Outs (which, for the avoidance of doubt, does not
include the Lehigh Earn-Out or the Scheduled Acquisition B Earn-Out), shall not
exceed in the aggregate $50,000,000; provided that, (x) from the Closing Date
through December 31, 2003, the "$50,000,000" in subpart (v) above shall be
deemed to read "$25,000,000," and (y) so long as all other provisions of this
Section 7.14 are satisfied with respect thereto, the Cost of Acquisition of
Scheduled Acquisition B, up to $30,000,000 of the Cost of Acquisition of
Scheduled Acquisition A, and up to $15,500,000 of the Cost of Acquisition of the
OWD Acquisition shall not count against the annual aggregate limit set forth in
subpart (v) above.

         7.15 CAPITAL EXPENDITURES. Make or become legally obligated to make
Capital Expenditures which exceed in the aggregate in any fiscal year of the
Borrower described below, the amount set forth opposite each such period:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------

Fiscal Year Ending                                                        Maximum Capital Expenditures
------------------                                                        ----------------------------
---------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>
December 31, 2003                                                                 $24,000,000
---------------------------------------------------------------------------------------------------------------------
December 31, 2004                                                                 $26,000,000
---------------------------------------------------------------------------------------------------------------------
December 31, 2005                                                                 $28,000,000
---------------------------------------------------------------------------------------------------------------------
December 31, 2006 and 2007                                                        $30,000,000
---------------------------------------------------------------------------------------------------------------------
</TABLE>

         ; provided that (i) up to $5 million of the amount of Capital
Expenditures permitted but not used in any fiscal year (without regard to any
carryover from the preceding fiscal year) may be carried forward to the
immediately succeeding fiscal year, (ii) Capital Expenditures made by any of
Diamond Brands, Inc., Diamond Brands Operating Corp., Diamond Brands Kansas,
Inc. and Forster, Inc. on or after January 1, 2003 but prior to the consummation
of the Diamond Brands Acquisition, with respect to assets acquired by the
Borrower or one of its Subsidiaries pursuant to the Diamond Acquisition, shall
constitute Capital Expenditures made by the Borrower and its Subsidiaries in the
fiscal year of the Borrower ending December 31, 2003, and (iii) Capital
Expenditures made by any of the Lehigh Companies on or after January 1, 2003 but
prior to the Closing Date shall constitute Capital Expenditures made by the
Borrower and its Subsidiaries in the fiscal year of the Borrower in which such
Capital Expenditures were made.

         7.16 CHANGE IN FISCAL YEAR. Change its fiscal year.

                                       99
<PAGE>

         7.17 LIMITATION ON CASH PAYMENT OF EARN-OUTS. Pay any Tilia Earn-Out,
any Lehigh Earn-Out, any Scheduled Acquisition B Earn-Out or any other Permitted
Acquisition Earn-Out in cash, including any such payment into escrow, unless
both before and after the payment of such Tilia Earn-Out, Lehigh Earn-Out,
Scheduled Acquisition B Earn-Out or Permitted Acquisition Earn-Out in cash (a)
no Default or Event of Default shall have occurred and be continuing, (b) the
Borrower is in pro forma compliance with the terms of the Credit Agreement,
including the financial covenants in Section 7.13, after giving effect thereto,
(c) the excess of (i) the Aggregate Revolving Credit Commitments over (ii) the
Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations,
shall not be less than $20,000,000, and (d) the Borrower delivers to the
Administrative Agent and the Lenders a certificate certifying as to the matters
in (a), (b) and (c) above, and setting forth the pro forma calculation of each
of the financial covenants in Section 7.13 in substantially the same manner as
set forth in a Compliance Certificate.

         7.18 FOREIGN SUBSIDIARIES. Permit more than ten percent (10%) of
Consolidated Total Assets, in the aggregate, either to be owned by the
Subsidiaries of the Borrower that are not Domestic Subsidiaries or to be located
outside of the United States.

         7.19 SUBORDINATED INDEBTEDNESS. Unless consented to by the Required
Lenders:

         (a) prepay, redeem, purchase, repurchase, defease or otherwise satisfy
prior to the scheduled maturity thereof in any manner, or make any payment in
violation of any subordination terms of, any Subordinated Indebtedness, in each
case including pursuant to any change of control, sale of assets, issuance of
any equity or otherwise as may be set forth in the terms therefor or available
to the Borrower at its option, except such actions taken with respect to the
Tilia Seller Note to the extent specifically required by the terms thereof
(subject to the subordination terms thereof); or

         (b) amend, modify or change in any manner any term or condition of any
Subordinated Indebtedness (including without limitation any of the documents
evidencing such Subordinated Indebtedness) so that the terms and conditions
thereof are less favorable to the Administrative Agent and the Lenders than the
terms and conditions of such Indebtedness as of the Original Closing Date;

provided that (x) to the extent the issuance of the Exchange Notes in accordance
with the terms of the Subordinated Indenture would otherwise violate any part of
Section 7.19(a) or (b) above, such issuance of the Exchange Notes in accordance
with the terms of the Subordinated Indenture is expressly permitted, and (y) at
any time the Borrower may prepay, redeem, purchase, repurchase, defease or
otherwise satisfy prior to the scheduled maturity thereof (each such event a
"Bond Repurchase") a principal amount of Subordinated Indebtedness so long as
both immediately before and after the making of any such Bond Repurchase, and
pro forma for each such Bond Repurchase, (i) the Available Repurchase Amount is
not less than $0, (ii) the Total Leverage Ratio is less than or equal to 1.75 to
1.00, (iii) the excess of the Aggregate Revolving Credit Commitments over the
aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C
Obligations shall equal or exceed $15,000,000, and (iv) no Default or Event of
Default shall have occurred and be continuing.

                                      100
<PAGE>

         7.20 STATUS OF BORROWER. The Borrower shall not at any time operate any
of its lines of business other than through its Subsidiaries, or own any assets
other than (i) equity interests in Subsidiaries, (ii) cash and cash equivalents
and investments permitted under Sections 7.02(b), (c) and (d), and (iii) such
other property consistent with its sole function as a holding company.

         7.21 INTROPACK AGREEMENT. Make payments in excess of $7,500,000 in the
aggregate pursuant to Section 2.2 of the Intropack Agreement (excluding any
payments made prior to this Section 7.21 becoming an effective part of the
Credit Agreement); provided that so long as such payments do not exceed
$7,500,000 in the aggregate over the life of the Intropack Agreement (excluding
any payments made prior to this Section 7.21 becoming an effective part of the
Credit Agreement), such payments shall be deemed permitted under this Agreement
and shall not be deemed to be Investments or Capital Expenditures hereunder.

         7.22 IMMATERIAL SUBSIDIARIES. Permit any Immaterial Subsidiary to own
any Subsidiary Securities.

                                  ARTICLE VIII

                         EVENTS OF DEFAULT AND REMEDIES

         8.01 EVENTS OF DEFAULT. Any of the following shall constitute an Event
of Default:

         (a) Non-Payment. The Borrower fails to pay (i) when and as required to
be paid herein, any amount of principal of any Loan, or any L/C Obligation, or
(ii) within three days after the same becomes due interest on any Loan or on any
L/C Obligation, or any commitment or other fee due hereunder, or (iii) within
five days after the same becomes due, any other amount payable hereunder or
under any other Loan Document; or

         (b) Specific Covenants. The Borrower fails to perform or observe any
term, covenant or agreement (i) contained in any of Section 6.05, 6.10, 6.12,
6.13 or 6.16 or Article VII, or (ii) contained in any of Section 6.01, 6.02 or
6.03 and such failure continues for 5 days; or

         (c) Other Defaults. Any Loan Party fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days; or

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

         (e) Cross-Default. (i) The Borrower or any Subsidiary (A) fails to make
any payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness or Contingent
Obligation (other than Indebtedness hereunder and Indebtedness under Swap
Contracts) having an aggregate principal amount (including undrawn committed or
available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than the Threshold Amount, or
(B) fails to observe or perform any other agreement or condition relating to any
such


                                      101



<PAGE>

Indebtedness or Contingent Obligation or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event occurs,
the effect of which default or other event is to cause, or to permit the holder
or holders of such Indebtedness or the beneficiary or beneficiaries of such
Contingent Obligation (or a trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the giving of notice if
required, such Indebtedness to be demanded or to become due or to be repurchased
or redeemed (automatically or otherwise) prior to its stated maturity, or such
Contingent Obligation to become payable or cash collateral in respect thereof to
be demanded; or (ii) there occurs under any Swap Contract an Early Termination
Date (as defined in such Swap Contract) resulting from (A) any event of default
under such Swap Contract as to which the Borrower or any Subsidiary is the
Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event
(as so defined) under such Swap Contract as to which the Borrower or any
Subsidiary is an Affected Party (as so defined) and, in either event, the Swap
Termination Value owed by the Borrower or such Subsidiary as a result thereof is
greater than the Threshold Amount; or (iii) there occurs any Event of Default
under the Subordinated Notes, Subordinated Indenture or Tilia Seller Note; or
(iv) the Borrower becomes obligated to prepay any Seller Note prior to its
maturity for any reason, including the occurrence of any Change of Control or
Leverage Ratio greater than 3.5 to 1.0, each as defined and calculated in the
Tilia Seller Note; or

         (f) Insolvency Proceedings, Etc. The Borrower or any of its
Subsidiaries institutes or consents to the institution of any proceeding under
any Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any part of its
property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

         (g) Inability to Pay Debts; Attachment. (i) The Borrower or any
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment
or execution or similar process is issued or levied against all or any material
part of the property of any such Person and is not released, vacated or fully
bonded within 30 days after its issue or levy; or

         (h) Judgments. There is entered against the Borrower or any Subsidiary
(i) a final judgment or order for the payment of money in an aggregate amount
exceeding $3,000,000 (to the extent not covered by independent third-party
insurance as to which the insurer does not dispute coverage), or (ii) any
non-monetary final judgment that has, or could reasonably be expected to have, a
Material Adverse Effect and, in either case, (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a period
of 10 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or

         (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in


                                      102


<PAGE>

an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or
any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate
amount in excess of the Threshold Amount; or

         (j) Invalidity of Loan Documents. Any Loan Document, at any time after
its execution and delivery and for any reason other than the agreement of all
the Lenders or satisfaction in full of all the Obligations, ceases to be in full
force and effect, or is declared by a court of competent jurisdiction to be null
and void, invalid or unenforceable in any respect; or any Loan Party denies that
it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document; or

         (k) Change of Control. There occurs any Change of Control with respect
to the Borrower.

         8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs,
the Administrative Agent shall, at the request of, or may, with the consent of,
the Required Lenders,

         (a) declare the commitment of each Lender to make Loans, the commitment
of the Swing Line Lender to make Swing Line Loans, and any obligation of any L/C
Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;

         (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower;

         (c) require that the Borrower Cash Collateralize the L/C Obligations
(in an amount equal to the then Outstanding Amount thereof) plus the Letter of
Credit fees payable with respect to such Letter of Credit (calculated at the
Applicable Margin with respect to Revolving Loans that are Eurodollar Rate Loans
then in effect for the period from the date of such cash collateralization until
the expiry date of such Letter of Credit); and

         (d) exercise on behalf of itself and the Lenders all rights and
remedies available to it and the Lenders under the Loan Documents or applicable
law;

provided, however, that upon the occurrence of any event specified in subsection
(f) of Section 8.01, the obligation of each Revolving Lender to make Revolving
Loans and any obligation of any L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due
and payable, and the obligation of the Borrower to Cash Collateralize the L/C
Obligations as aforesaid shall automatically become effective, in each case
without further act of the Administrative Agent or any Lender.

         8.03 APPLICATION OF FUNDS. After the exercise of any rights or remedies
provided for in Section 8.02 (or after the Loans have automatically become
immediately due and payable and the L/C Obligations have automatically been
required to be Cash Collateralized as set forth in the


                                      103


<PAGE>

proviso to Section 8.02), any amounts received on account of the Obligations
shall be applied by the Administrative Agent in the following order:

         First, to the reasonable expenses incurred in connection with retaking,
holding, preserving, processing, maintaining or preparing for sale, lease or
other disposition of, any Collateral, including reasonable attorney's fees and
legal expenses pertaining thereto;

         Second, to payment of that portion of the Obligations constituting
fees, indemnities, expenses and other amounts (including Attorney Costs and
amounts payable under Article III) payable to the Administrative Agent in its
capacity as such;

         Third, to payment of that portion of the Obligations constituting fees,
indemnities and other amounts (other than principal and interest) payable to the
Lenders (including Attorney Costs and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Third
payable to them;

         Fourth, to payment of that portion of the Obligations constituting
accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the
Lenders in proportion to the respective amounts described in this clause Fourth
payable to them;

         Fifth, ratably among the Lenders in proportion to the respective
amounts described in this clause Fifth held by them, to (i) the payment of that
portion of the Obligations constituting unpaid principal of the Loans and L/C
Borrowings, (ii) the Administrative Agent for the account of the L/C Issuers to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit; provided that if the amounts available are
insufficient to make all payments provided for in this clause Fifth, that
portion allocable to clause (ii) shall be applied first to pay Outstanding
Amounts of Loans and L/C Borrowings under clause (i) before being utilized to
Cash Collateralize L/C Obligations and (iii) to the payment of Swap Termination
Values owing to any Lender or any Affiliate of any Lender arising under Related
Swap Contracts that shall have been terminated and as to which the
Administrative Agent shall have received notice of such termination and the Swap
Termination Value thereof from the applicable Lender or Affiliate of a Lender;

         Sixth, to the payment of all other Obligations of the Loan Parties
owing under or in respect of the Loan Document that are due and payable to the
Administrative Agent and the other Secured Parties, or any of them, on such
date, ratably based on the respective aggregate amounts of all such Obligations
owing to the Administrative Agent and the other Secured Parties on such date;
and

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

Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied to
the other Obligations, if any, in the order set forth above.

                                      104
<PAGE>

                                   ARTICLE IX

                              ADMINISTRATIVE AGENT

         9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

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

         (b) Each L/C Issuer shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith, and
each L/C Issuer shall have all of the benefits and immunities (i) provided to
the Administrative Agent in this Article IX with respect to any acts taken or
omissions suffered by such L/C Issuer in connection with Letters of Credit
issued by it or proposed to be issued by it and the Letter of Credit
Applications pertaining to such Letters of Credit as fully as if the term
"Administrative Agent" as used in this Article IX and in the definition of
"Agent-Related Person" included such L/C Issuer with respect to such acts or
omissions, and (ii) as additionally provided herein with respect to any L/C
Issuer.

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

         9.03 LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person shall
(a) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by any Loan Party or any officer
thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any
other Loan Document, or the validity, effectiveness, genuineness,



                                      105



<PAGE>

enforceability or sufficiency of this Agreement or any other Loan Document, or
for any failure of any Loan Party or any other party to any Loan Document to
perform its obligations hereunder or thereunder. No Agent-Related Person shall
be under any obligation to any Lender or participant to ascertain or to inquire
as to the observance or performance of any of the agreements contained in, or
conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of any Loan Party or any Affiliate thereof.

         9.04 RELIANCE BY ADMINISTRATIVE AGENT.

         (a) The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, electronic mail message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any Loan
Party), independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent shall be fully justified in failing or refusing
to take any action under any Loan Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if it
so requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders (or such greater or other number or group of
Lenders as may be expressly required hereby in any instance) and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders and participants.

         (b) For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

         9.05 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender
or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders (or such greater or
other number or group of Lenders as may be expressly required hereby in any
instance) in accordance with Article VIII; provided, however, that unless and
until the Administrative Agent has received any such direction, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Lenders.

                                      106
<PAGE>

         9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
AGENT. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Loan Parties. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent herein, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

         9.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of any Loan Party and without limiting the obligation of any Loan Party
to do so), pro rata, and hold harmless each Agent-Related Person from and
against any and all Indemnified Liabilities incurred by it; provided, however,
that no Lender shall be liable for the payment to any Agent-Related Person of
any portion of such Indemnified Liabilities to the extent determined in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Agent-Related Person's own gross negligence or willful misconduct;
provided, however, that no action taken in accordance with the directions of the
Required Lenders (or such greater or other number or group of Lenders as may be
expressly required hereby in any instance) shall be deemed to constitute gross
negligence or willful misconduct for purposes of this Section; provided further,
however, that to the extent any L/C Issuer is entitled to indemnification under
this Section 9.07, to the extent such indemnification relates solely to such L/C
Issuer's acting in such capacity the indemnification provided for in this
Section 9.07 will be the obligation solely of the Revolving Lenders. Without
limitation of the foregoing, each Lender shall reimburse the Administrative
Agent upon demand for its ratable share of any costs or out-of-pocket expenses
(including Attorney Costs and the costs and expenses incurred in connection with
the use of Intralinks, Inc. or other comparable information transmission systems
in connection with this Agreement) incurred by the Administrative Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal

                                      107

<PAGE>


proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of the Borrower. The
undertaking in this Section shall survive termination of the Aggregate
Commitments, the payment of all Obligations hereunder and the resignation of the
Administrative Agent.

         9.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of America
and its Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other business
with each of the Loan Parties and their respective Affiliates as though Bank of
America were not the Administrative Agent or an L/C Issuer hereunder and without
notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to
such activities, Bank of America or its Affiliates may receive information
regarding any Loan Party or its Affiliates (including information that may be
subject to confidentiality obligations in favor of such Loan Party or such
Affiliate) and acknowledge that the Administrative Agent shall be under no
obligation to provide such information to them. With respect to its Loans, Bank
of America shall have the same rights and powers under this Agreement as any
other Lender and may exercise such rights and powers as though it were not the
Administrative Agent or an L/C Issuer, and the terms "Lender" and "Lenders"
include Bank of America in its individual capacity.

         9.09 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders; provided
that any such resignation by Bank of America shall also constitute its
resignation as an L/C Issuer and as the Swing Line Lender. If the Administrative
Agent resigns under this Agreement, the Required Lenders shall appoint from
among the Lenders a successor administrative agent for the Lenders which
successor administrative agent shall be consented to by the Borrower at all
times other than during the existence of an Event of Default (which consent of
the Borrower shall not be unreasonably withheld or delayed). If no successor
administrative agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders and the Borrower, a successor administrative agent
from among the Lenders. Upon the acceptance of its appointment as successor
administrative agent hereunder, the Person acting as such successor
administrative agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent, including its rights and powers as an L/C Issuer
and as the Swing Line Lender, and the respective terms "Administrative Agent,"
"L/C Issuer" and "Swing Line Lender" shall mean or include, as applicable, such
successor administrative agent, Letter of Credit issuer and swing line lender,
and the retiring Administrative Agent's appointment, powers and duties as
Administrative Agent shall be terminated and the retiring L/C Issuer's and Swing
Line Lender's rights, powers and duties as such shall be terminated, without any
other or further act or deed on the part of such retiring L/C Issuer or Swing
Line Lender or any other Lender, other than the obligation of the successor L/C
Issuer to issue letters of credit in substitution for the Letters of Credit, if
any, outstanding at the time of such succession or to make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit. After any
retiring Administrative Agent's resignation hereunder as Administrative Agent,
the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.




                                      108


<PAGE>


If no successor administrative agent has accepted appointment as
Administrative Agent by the date which is 30 days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and the
Lenders shall perform all of the duties of the Administrative Agent hereunder
until such time, if any, as the Required Lenders appoint a successor agent as
provided for above.

         9.10 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or otherwise

                  (a) to file and prove a claim for the whole amount of the
         principal and interest owing and unpaid in respect of the Loans, L/C
         Obligations and all other Obligations that are owing and unpaid and to
         file such other documents as may be necessary or advisable in order to
         have the claims of the Lenders and the Administrative Agent (including
         any claim for the reasonable compensation, expenses, disbursements and
         advances of the Lenders and the Administrative Agent and their
         respective agents and counsel and all other amounts due the Lenders and
         the Administrative Agent under Sections 2.04(i) and (j), 2.10 and
         10.04) allowed in such judicial proceeding; and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.10 and 10.04.

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

         9.11 COLLATERAL AND GUARANTY MATTERS. The Lenders irrevocably authorize
the Administrative Agent, at its option and in its discretion,

                  (a) to release any Lien on any property granted to or held by
         the Administrative Agent under any Loan Document (i) upon termination
         of the Aggregate Commitments and payment in full of all Obligations
         (other than contingent indemnification obligations) and the expiration
         or termination of all Letters of Credit, (ii) that is sold or to be
         sold as part of or in connection with any sale permitted hereunder or

                                      109
<PAGE>

         under any other Loan Document, or (iii) subject to Section 10.01, if
         approved, authorized or ratified in writing by the Required Lenders;

                  (b) to subordinate any Lien on any property granted to or held
         by the Administrative Agent under any Loan Document to the holder of
         any Lien on such property that is permitted by Section 7.01(j); and

                  (c) to release any Guarantor from its obligations under the
         Guaranty if such Person ceases to be a Subsidiary as a result of a
         transaction permitted hereunder.

         Upon request by the Administrative Agent at any time, the Required
Lenders will confirm in writing the Administrative Agent's authority to release
or subordinate its interest in particular types or items of property, or to
release any Guarantor from its obligations under the Guaranty pursuant to this
Section 9.11.

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

                                   ARTICLE X

                                  MISCELLANEOUS

         10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower or any other Loan Party therefrom, shall be effective unless in writing
signed by the Required Lenders and the Borrower or the applicable Loan Party, as
the case may be, and acknowledged by the Administrative Agent, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such amendment,
waiver or consent:

         (a) shall waive any condition set forth in Section 4.01(a) without the
written consent of each Lender except to the extent otherwise provided for in
Section 4.01(a);

         (b) shall extend or increase (i) the Revolving Credit Commitment (or
reinstate any Revolving Credit Commitment terminated pursuant to Section 2.06 or
8.02) of any Revolving Lender without the written consent of such Revolving
Lender, (ii) the Pro Rata Term A Share (measured in Dollars) of the Outstanding
Amount of the Term Loan A of any Term Loan A Lender without the written consent
of such Term Loan A Lender, or (iii) the Pro Rata Term B Share (measured in
Dollars) of the Outstanding Amount of the Term Loan B of any Term Loan B Lender
without the written consent of such Term Loan B Lender;

                                      110
<PAGE>

         (c) shall waive or postpone any date fixed by this Agreement or any
other Loan Document for any payment or mandatory prepayment of principal,
interest, fees or other amounts due to the Lenders (or any of them) or any
scheduled or mandatory reduction of the Aggregate Revolving Credit Commitments
hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby; provided, however, that only the consent of
the Required Lenders shall be necessary to waive or extend or postpone the date
fixed for any mandatory prepayment or reduction of the Aggregate Revolving
Credit Commitments required under Section 2.06(e);

         (d) shall reduce the principal of, or the rate of interest specified
herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second
proviso to this Section 10.01) any fees or other amounts payable hereunder or
under any other Loan Document without the written consent of each Lender
directly affected thereby; provided, however, that only the consent of the
Required Lenders shall be necessary to amend the definition of "Default Rate" or
to waive any obligation of the Borrower to pay interest at the Default Rate;

         (e) shall change Section 2.14 or Section 8.03 in a manner that would
alter the sharing of payments required thereby without the written consent of
each Lender directly affected thereby;

         (f) shall change any provision of this Section 10.01, the definition of
any of "Required Lenders," "Required Revolving Lenders," "Required Term Loan A
Lenders" or "Required Term Loan B Lenders," or any other provision hereof, in
each case to the extent such change would alter the number or percentage of
Lenders required to amend, waive or otherwise modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender directly affected thereby;

         (g) shall change the allocation between the Term Loan A Lenders and the
Term Loan B Lenders of the mandatory and optional prepayments of the Term Loan A
and the Term Loan B contained in Sections 2.06(b) and (e) without the written
consent of both the Required Term Loan B Lenders and the Required Term Loan A
Lenders, or change the right of the Term Loan B Lenders to decline prepayments
pursuant to Section 2.06(b) or (e) without the consent of the Required Term Loan
B Lenders;

         (h) which has the effect of enabling the Borrower to satisfy any
condition to a Borrowing contained in Section 4.02 hereof which, but for such
amendment, waiver or consent would not otherwise be satisfied, shall be
effective to require the Revolving Lenders, the Swing Line Lender or any L/C
Issuer to make any additional Revolving Loan or Swing Line Loan, or to issue any
additional or renew any existing Letter of Credit, unless and until the Required
Revolving Lenders shall consent thereto;

         (i) shall release all or substantially all of the Guarantors from the
Guaranty without the written consent of each Lender, except to the extent such
Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder, in which case such release may be made by the Administrative Agent
acting alone as provided in Section 9.11(c); or

         (j) shall release all or substantially all of the Collateral without
the written consent of each Lender, except to the extent such Collateral is sold
or to be sold as part of or in connection



                                      111


<PAGE>


with any sale permitted hereunder or under any other Loan Document, in which
case such release may be made by the Administrative Agent acting alone as
provided in Section 9.11(a);

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by each L/C Issuer in addition to the Lenders otherwise
required under this Section 10.01, affect the rights or duties of the L/C
Issuers under this Agreement or any Letter of Credit Application relating to any
Letter of Credit issued or to be issued by any of them; (ii) no amendment,
waiver or consent shall, unless in writing and signed by the Swing Line Lender
in addition to the Lenders otherwise required under this Section 10.01, affect
the rights or duties of the Swing Line Lender under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders otherwise required under this
Section 10.01, affect the rights or duties of the Administrative Agent under
this Agreement or any other Loan Document; (iv) Section 10.07(h) may not be
amended, waived or otherwise modified without the consent of each Granting
Lender all or any part of whose Loans are being funded by an SPC at the time of
such amendment, waiver or other modification; (v) the Agent/Arranger Fee Letter
may be amended, or rights or privileges thereunder waived, in a writing executed
only by the respective parties thereto and; (vi) notwithstanding subsections (e)
and (f) above, Sections 2.14, 8.03, 10.01 and the definitions of "Required
Lenders," "Required Revolving Lenders," "Required Term Loan A Lenders" and
"Required Term Loan B Lenders," and other related provisions, may be changed in
connection with, and to the extent necessary to accommodate comparable voting
and other rights with the existing Lenders with respect to, the addition of a
new facility or tranche under this Agreement by a vote of the Required Lenders,
and such new facility or tranche may be guaranteed by the Guarantors and be
secured by the Collateral by a vote of the Required Lenders notwithstanding
subsections (i) and (j) above. Notwithstanding anything to the contrary herein,
no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that (A) the Revolving Credit
Commitment of such Lender may not be increased or extended without the consent
of such Lender, and (B) the pro rata portion (measured in Dollars) of the
Outstanding Amount of any Term Loan of such Lender may not be increased without
the consent of such Lender.

         10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

         (a) General. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including
by facsimile transmission) and mailed, faxed or delivered, to the address,
facsimile number or (subject to subsection (c) below) electronic mail address
specified for notices on Schedule 10.02; or, in the case of the Borrower, the
Administrative Agent, each L/C Issuer or the Swing Line Lender, to such other
address as shall be designated by such party in a notice to the other parties,
and in the case of any other party, to such other address as shall be designated
by such party in a notice to the Borrower, the Administrative Agent, each L/C
Issuer and the Swing Line Lender. All such notices and other communications
shall be deemed to be given or made upon the earlier to occur of (i) actual
receipt by the intended recipient and (ii) (A) if delivered by hand or by
courier, when signed for by the intended recipient (which need not be any
natural person to whose attention such communication is directed, in the case of
communications to Persons other than natural Persons); (B) if delivered by mail,
four Business Days after deposit in the mails, postage prepaid; (C) if delivered
by facsimile, when sent and receipt has been confirmed; and (D) if delivered by


                                      112




<PAGE>



electronic mail (which form of delivery is subject to the provisions of
subsection (c) below), when delivered; provided, however, that notices and other
communications to the Administrative Agent, any L/C Issuer and the Swing Line
Lender pursuant to Article II shall not be effective until actually received by
such Person. Any notice or other communication permitted to be given, made or
confirmed by telephone hereunder shall be given, made or confirmed by means of a
telephone call to the intended recipient at the number specified on Schedule
10.02, or to such other number as shall be designated by such party in a notice
to the Borrower, the Administrative Agent, each L/C Issuer and the Swing Line
Lender, it being understood and agreed that a voicemail message shall in no
event be effective as a notice, communication or confirmation hereunder.

         (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

         (c) Limited Use of Electronic Mail. Electronic mail and Internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information as provided in Section 6.02, and to
distribute Loan Documents for execution by the parties thereto, and may not be
used for any other purpose.

         (d) Reliance by Administrative Agent and Lenders. The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Revolving Loan Notices, Swing Line Revolving Loan Notices
and Term Loan Interest Rate Selection Notices) purportedly given by or on behalf
of the Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Borrower shall indemnify
each Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

         10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein or therein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

         10.04 ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees (a) to
pay or reimburse the Administrative Agent, the Arrangers and the Syndication
Agent for all reasonable costs and expenses incurred in connection with the
development, due diligence, preparation, negotiation, syndication and execution
of this Agreement and the other Loan Documents and any


                                      113


<PAGE>


amendment, waiver, consent or other modification of the provisions hereof and
thereof (whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs of the
Administrative Agent and the costs and expenses incurred in connection with the
use of Intralinks, Inc. or other similar information transmission systems in
connection with this Agreement, and (b) to pay or reimburse the Administrative
Agent, the Arrangers, the Syndication Agent and each Lender for all costs and
expenses incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or the other Loan
Documents (including all such costs and expenses incurred during any "workout"
or restructuring in respect of the Obligations and during any legal proceeding,
including any proceeding under any Debtor Relief Law), including all Attorney
Costs of each of them. The foregoing costs and expenses shall include all
search, filing, recording, title insurance and appraisal charges and fees and
taxes related thereto, and other out-of-pocket expenses incurred by the
Administrative Agent and the cost of independent public accountants and other
outside experts retained by the Administrative Agent or any Lender. All amounts
due under this Section 10.04 shall be payable within ten Business Days after
demand therefor. The agreements in this Section 10.04 shall survive the
termination of the Aggregate Commitments and repayment of all other Obligations.

         10.05 INDEMNIFICATION BY THE BORROWER; LIMITATION OF LIABILITY. Whether
or not the transactions contemplated hereby are consummated, the Borrower shall
indemnify and hold harmless each Agent-Related Person, the Arrangers, each
Lender and their respective Affiliates, directors, officers, employees, counsel,
agents, trustees, advisors and attorneys-in-fact (collectively the
"Indemnitees") from and against any and all liabilities, obligations, losses,
damages, penalties, claims, demands, actions, judgments, suits, costs, expenses
and disbursements (including Attorney Costs) of any kind or nature whatsoever
which may at any time be imposed on, incurred by or asserted against any such
Indemnitee in any way relating to or arising out of or in connection with (a)
the execution, delivery, enforcement, performance or administration of any Loan
Document, any Transaction Document, any Lehigh Acquisition Document or any other
agreement, letter or instrument delivered in connection with the transactions
contemplated thereby or the consummation of the transactions contemplated
thereby, including the Transaction and the Lehigh Acquisition, (b) any Revolving
Credit Commitment, Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by any L/C Issuer to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), including any proposed use or use to consummate the Transaction or the
Lehigh Acquisition or to repay any indebtedness in connection with the
Transaction or the Lehigh Acquisition (including without limitation the Tilia
Indebtedness and the Lehigh Indebtedness), (c) any actual or alleged presence or
release of Hazardous Materials on or from any property currently or formerly
owned or operated by the Borrower, any Subsidiary or any other Loan Party, or
any Environmental Liability related in any way to the Borrower, any Subsidiary
or any other Loan Party, or (d) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation
for, or defense of any pending or threatened claim, investigation, litigation or
proceeding) and regardless of whether any Indemnitee is a party thereto (all the
foregoing, collectively, the "Indemnified Liabilities"); provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such



                                      114




<PAGE>



liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements are determined by a court of
competent jurisdiction by final and non-appealable judgment by a court of
competent jurisdiction to have resulted primarily from the gross negligence or
willful misconduct of such Indemnitee. The Borrower agrees that no Indemnitee
shall have any liability (whether direct or indirect, in contract or tort or
otherwise) to it or any of its Subsidiaries, security holders or creditors as a
result for any action taken or not taken by it arising out of, related to or
taken in connection with any Loan Document or the consummation of the
transactions contemplated hereby or the actual or proposed use of Loan or Letter
of Credit proceeds, except to the extent that such liability is found in a final
non-appealable judgment by a court of competent jurisdiction to have directly
resulted from the gross negligence or willful misconduct of such Indemnitee, and
in no event shall any Indemnitee be liable thereto for special, consequential,
punitive or indirect damages. Without limitation of the foregoing, no Indemnitee
shall be liable for any damages arising from the use by others of information or
other materials obtained through Intralinks or other comparable electronic
transmission systems utilized in connection with the credit facilities provided
hereunder. The agreements in this Section shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations. All amounts due under this Section 10.05 shall be payable
within ten Business Days after demand therefor.

         10.06 PAYMENTS SET ASIDE. To the extent that the Borrower makes a
payment to the Administrative Agent or any Lender, or the Administrative Agent
or any Lender exercises its right of set-off, or realizes or receives any
proceeds of security or from enforcement action or otherwise, and such payment
or proceeds or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver, agent or any other Person, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied, including all Indebtedness of the Borrower hereunder,
shall be revived, reinstated, outstanding and continue in full force and effect
as if such payment had not been made or such set-off, enforcement or realization
of security had not occurred, and (b) each Lender severally agrees to pay to the
Administrative Agent upon demand its applicable share of any amount so recovered
from or paid by the Administrative Agent, plus interest thereon from the date of
such demand to the date such payment is made at a rate per annum equal to the
applicable Federal Funds Rate from time to time in effect.

         10.07 SUCCESSORS AND ASSIGNS.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender and no Lender may assign or otherwise transfer any of its rights or
obligations hereunder except (i) to an Eligible Assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of participation in
accordance with the provisions of subsection (d) of this Section, (iii) by way
of pledge or assignment of a security interest subject to the restrictions of
subsection (f) or (i) of this Section, or (iv) to an SPC in accordance with the
provisions of subsection (h) of this Section (and any other attempted



                                      115



<PAGE>


assignment or transfer by any party hereto shall be null and void). Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this
Section and, to the extent expressly contemplated hereby, the Indemnitees) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

         (b) Any Lender may at any time assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Revolving Credit Commitment and the Revolving Loans
(including for purposes of this subsection (b), participations in L/C
Obligations and in Swing Line Loans) at the time owing to it, of its Pro Rata
Term A Share of the Term Loan A, or of its Pro Rata Term B Share of the Term
Loan B at the time owing to it (such Lender's portion of Loans, commitments and
risk participations with respect to each of the Revolving Credit Facility, the
Term Loan A Facility and the Term Loan B Facility (each, an "Applicable
Facility") being referred to in this Section 10.07 as its "Applicable Share");
provided that (i) except in the case of an assignment of the entire remaining
amount of the assigning Lender's Applicable Share of the Applicable Facility or
in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund with respect to a Lender, the aggregate amount of the Applicable
Share with respect to each Applicable Facility of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent or, if
a "Trade Date" is specified in the Assignment and Assumption, as of the Trade
Date) shall not be less than $1,000,000 unless each of the Administrative Agent
and, so long as no Default or Event of Default has occurred and is continuing,
the Borrower otherwise consents (each such consent not to be unreasonably
withheld or delayed), (ii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to the Applicable Facility, except
that this clause (ii) shall not (x) apply to rights in respect of Swing Line
Loans or (y) prohibit any Lender from assigning all or a portion of its rights
and obligations among the Applicable Facilities on a non-pro rata basis, (iii)
any assignment of a Revolving Credit Commitment must be approved by the
Administrative Agent, each L/C Issuer and the Swing Line Lender unless the
Person that is the proposed assignee is itself a Lender (whether or not the
proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
$3,500. Subject to acceptance and recording thereof by the Administrative Agent
pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a
Revolving Lender, Term Loan A Lender or Term Loan B Lender, as applicable, under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05
with respect to facts and circumstances occurring prior to the effective date of
such assignment). Upon request, the Borrower (at its expense) shall execute and
deliver new or replacement Notes to the assigning Lender and the assignee
Lender, and any assigning Lender that shall cease to be a Lender as a result of
such assignment shall return its


                                      116



<PAGE>




Notes to the Borrower, if any. Any assignment or transfer by a Lender of rights
or obligations under this Agreement that does not comply with this subsection
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 subsection (d)
of this Section.

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

         (d) Any Lender may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower's Affiliates
or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Revolving Credit Commitment and/or the Loans (including such Lender's
participations in L/C Obligations and/or Swing Line Loans) owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 10.01 that directly affects such
Participant. Subject to subsection (e) of this Section, the Borrower agrees that
each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and
3.05 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 10.09
as though it were a Lender, provided such Participant agrees to be subject to
Section 2.14 as though it were a Lender.

         (e) A Participant shall not be entitled to receive any greater payment
under Section 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 10.15 as though
it were a Lender.

                                      117
<PAGE>

         (f) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including under its
Notes, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

         (g) As used herein, the following terms have the following meanings:

                  "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; (c) an Approved Fund; and (d) any other Person (other than a
         natural person) approved by (i) the Administrative Agent, each L/C
         Issuer (only with respect to assignments of the Revolving Credit
         Facility) and the Swing Line Lender (only with respect to assignments
         of the Revolving Credit Facility), and (ii) unless an Event of Default
         has occurred and is continuing, the Borrower (each such approval not to
         be unreasonably withheld or delayed); provided that notwithstanding the
         foregoing, "Eligible Assignee" shall not include the Borrower or any of
         the Borrower's Affiliates or Subsidiaries.

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

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

         (h) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower (an "SPC") the option to provide all or
any part of any Loan that such Granting Lender would otherwise be obligated to
make pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects
not to exercise such option or otherwise fails to make all or any part of such
Loan, the Granting Lender shall be obligated to make such Loan pursuant to the
terms hereof. Each party hereto hereby agrees that (i) neither the grant to any
SPC nor the exercise by any SPC of such option shall increase the costs or
expenses or otherwise increase or change the obligations of the Borrower under
this Agreement (including its obligations under Section 3.04), (ii) no SPC shall
be liable for any indemnity or similar payment obligation under this Agreement
for which a Lender would be liable, and (iii) the Granting Lender shall for all
purposes, including the approval of any amendment, waiver or other modification
of any provision of any Loan Document, remain the Lender of record hereunder.
The making of a Revolving Loan by an SPC hereunder shall utilize the Revolving
Credit Commitment of the Granting Lender to the same extent, and as if, such
Revolving Loan were made by such Granting Lender. In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior debt of any SPC, it will not institute against, or join any other Person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency, or liquidation proceeding under the laws of the United States or any
State thereof.


                                      118


<PAGE>


Notwithstanding anything to the contrary contained herein, any SPC may (i)
with notice to, but without prior consent of the Borrower and the
Administrative Agent and with the payment of a processing fee of $1,000, assign
all or any portion of its right to receive payment with respect to any Loan to
the Granting Lender and (ii) disclose on a confidential basis any non-public
information relating to its funding of Loans to any rating agency, commercial
paper dealer or provider of any surety or guarantee or credit or liquidity
enhancement to such SPC.

         (i) Notwithstanding anything to the contrary contained herein, any
Lender that is a Fund may create a security interest in all or any portion of
the advances owing to it and the Note or Notes, if any, held by it to the
trustee for holders of obligations owed, or securities issued, by such Fund as
security for such obligations or securities, provided that unless and until such
trustee actually becomes a Lender in compliance with the other provisions of
this Section 10.07, (i) no such pledge shall release the pledging Lender from
any of its obligations under the Loan Documents and (ii) such trustee shall not
be entitled to exercise any of the rights of a Lender under the Loan Documents
even though such trustee may have acquired ownership rights with respect to the
pledged interest through foreclosure or otherwise.

         (j) Notwithstanding anything to the contrary contained herein, if at
any time Bank of America assigns all of its Revolving Credit Commitment and
Loans (including its pro rata share of the Term Loan A and the Term Loan B, if
any) and its participations in the L/C Obligations or any L/C Borrowing pursuant
to subsection (b) above, Bank of America may, (i) upon 30 days' notice to the
Borrower and the Lenders, resign as an L/C Issuer and/or (ii) upon five Business
Days' notice to the Borrower, resign as Swing Line Lender. In the event of any
such resignation as an L/C Issuer or Swing Line Lender, the Borrower shall be
entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line
Lender hereunder; provided, however, that no failure by the Borrower to appoint
any such successor shall affect the resignation of Bank of America as an L/C
Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as
an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer
hereunder with respect to all Letters of Credit issued by it and outstanding as
of the effective date of its resignation as an L/C Issuer and all L/C
Obligations with respect thereto (including the right to require the Swing Line
Lender to make Swing Line Loans or the Lenders to make Revolving Loans or fund
participations in the manner set forth in Section 2.04(c)). If Bank of America
resigns as Swing Line Lender, it shall retain all the rights of the Swing Line
Lender provided for hereunder with respect to Swing Line Loans made by it and
outstanding as of the effective date of such termination, including the right to
require the Lenders to make Revolving Loans or fund participations in
outstanding Swing Line Loans in the manner set forth in Section 2.05(c).

         (k) Notwithstanding anything to the contrary contained herein, if at
any time Fleet assigns all of its Revolving Credit Commitment and Loans
(including its pro rata share of the Term Loan A and the Term Loan B, if any)
and its participations in the L/C Obligations or any L/C Borrowing pursuant to
subsection (b) above, Fleet may, upon 30 days' notice to the Borrower, the
Lenders and the Administrative Agent, resign as an L/C Issuer. In the event of
any such resignation as an L/C Issuer, the Borrower shall be entitled to appoint
from among the Lenders a successor L/C Issuer hereunder; provided, however, that
no failure by the Borrower to appoint any such successor shall affect the
resignation of Fleet as an L/C Issuer. Fleet shall retain all the rights and
obligations of an L/C Issuer hereunder with respect to all Letters of Credit
outstanding as of the effective date of its resignation as an L/C Issuer and all
L/C


                                      119


<PAGE>


Obligations with respect thereto (including the right to require the Swing
Line Lender to make Swing Line Loans or the Lenders to make Revolving Loans or
fund participations in the manner set forth in Section 2.04(c)).

         10.08 CONFIDENTIALITY. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority (including any self-regulatory authority, such as
the National Association of Insurance Commissioners); (c) to the extent required
by applicable laws or regulations or by any subpoena or similar legal process;
(d) to any other party to this Agreement; (e) in connection with the exercise of
any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder; (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations; (g) with the consent of the
Borrower; or (h) to the extent such Information (1) becomes publicly available
other than as a result of a breach of this Section or (2) becomes available to
the Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower (unless such information became available from such
source in violation of a confidentiality obligation of such source with respect
to such Information, of which obligation the Administrative Agent or applicable
Lender was aware). In addition, the Administrative Agent and the Lenders may
disclose the existence of this Agreement and information about this Agreement to
market data collectors, similar service providers to the lending industry, and
service providers to the Administrative Agent and the Lenders in connection with
the administration and management of this Agreement, the other Loan Documents,
the Aggregate Commitments, and the Credit Extensions. For the purposes of this
Section, "Information" means all information received from any Loan Party
relating to any Loan Party or any of their respective businesses, other than any
such information that is available to the Administrative Agent or any Lender on
a nonconfidential basis prior to disclosure by any Loan Party; provided that, in
the case of information received from a Loan Party after the date hereof, such
information is clearly identified in writing at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information. Notwithstanding anything herein to the
contrary, "Information" shall not include, and the Administrative Agent and each
Lender may disclose without limitation of any kind, any information with respect
to the "tax treatment" and "tax structure" (in each case, within the meaning of
Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby)
and all materials of any kind (including opinions or other tax analyses) that
are provided to the Administrative Agent or such Lender relating to such tax
treatment and tax structure; provided that with respect to any document or
similar item that in either case contains information concerning the tax
treatment or tax structure of the transaction as well as other information, this
sentence shall only apply to such portions of the document or


                                      120


<PAGE>


similar item that relate to the tax treatment or tax structure of the Loans,
Letters of Credit and transactions contemplated hereby.

         10.09 SET-OFF. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Borrower or any other Loan Party, any such notice being
waived by the Borrower (on its own behalf and on behalf of each Loan Party) to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the respective Loan Parties against any and all Obligations owing
to such Lender, now or hereafter existing, irrespective of whether or not the
Administrative Agent or such Lender shall have made demand under this Agreement
or any other Loan Document and although such Obligations may be contingent or
unmatured. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such set-off and application made by such Lender;
provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application.

         10.10 INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the "Maximum Rate"). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if
it exceeds such unpaid principal, refunded to the Borrower. In determining
whether the interest contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations.

         10.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         10.12 INTEGRATION. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.

         10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and





                                      121




<PAGE>


delivery hereof and thereof. Such representations and warranties have been or
will be relied upon by the Administrative Agent and each Lender, regardless of
any investigation made by the Administrative Agent or any Lender or on their
behalf and notwithstanding that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or Event of Default at the time of any
Credit Extension, and shall continue in full force and effect as long as any
Loan or any other Obligation shall remain unpaid or unsatisfied or any Letter of
Credit shall remain outstanding.

         10.14 SEVERABILITY. Any provision of this Agreement and the other Loan
Documents to which the Borrower is a party that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         10.15 TAX FORMS. (a) Each Lender that is not a "United States person"
within the meaning of Section 7701(a)(30) of the Code (a "Foreign Lender") shall
deliver to the Administrative Agent, prior to receipt of any payment subject to
withholding under the Code (or upon accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Person and entitling it to an exemption
from, or reduction of, withholding tax on all payments to be made to such Person
by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Person by the Borrower
pursuant to this Agreement) or such other evidence satisfactory to the Borrower
and the Administrative Agent that such Person is entitled to an exemption from,
or reduction of, U.S. withholding tax. Thereafter and from time to time, each
such Person shall (i) promptly submit to the Administrative Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to the
Borrower and the Administrative Agent of any available exemption from or
reduction of, United States withholding taxes in respect of all payments to be
made to such Person by the Borrower pursuant to this Agreement, (ii) promptly
notify the Administrative Agent of any change in circumstances which would
modify or render invalid any claimed exemption or reduction, and (iii) take such
steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable
Laws that the Borrower make any deduction or withholding for taxes from amounts
payable to such Person. If such Person fails to deliver the above forms or other
documentation, then the Administrative Agent may withhold from any interest
payment to such Person an amount equivalent to the applicable withholding tax
imposed by Sections 1441 and 1442 of the Code, without reduction.

         (b) Upon the request of the Administrative Agent, each Lender that is a
"United States person" within the meaning of Section 7701(a)(30) of the Code
shall deliver to the Administrative Agent two duly signed completed copies of
IRS Form W-9. If such Lender fails to deliver such forms, then the
Administrative Agent may withhold from any interest payment to such Lender an
amount equivalent to the applicable back-up withholding tax imposed by the Code,
without reduction.

                                      122
<PAGE>

         (c) If any Governmental Authority asserts that the Administrative Agent
did not properly withhold or backup withhold, as the case may be, any tax or
other amount from payments made to or for the account of any Lender, such Lender
shall indemnify the Administrative Agent therefor, including all penalties and
interest, any taxes imposed by any jurisdiction on the amounts payable to the
Administrative Agent under this Section, and costs and expenses (including
Attorney Costs) of the Administrative Agent. The obligation of the Lenders under
this Section shall survive the termination of the Aggregate Commitments,
repayment of all Obligations and the resignation of the Administrative Agent.

         10.16 CONSENT OF THE GUARANTORS. Each Guarantor party hereto (each of
which was a guarantor under the Existing Agreement) hereby executes and delivers
this Agreement as a consent, acknowledgement and agreement hereto (including its
amendment and restatement of the Existing Agreement), and does hereby so
consent, acknowledge and agree to this Agreement and the provisions and terms
contained herein, and hereby confirms and ratifies in all respects the Guaranty
to which such Guarantor is a party (including without limitation the
continuation of such Guarantor's payment and performance obligations thereunder
upon and after the effectiveness of this Agreement) and the enforceability of
such Guaranty and all other Loan Documents to which such Guarantor is a party
against such Guarantor in accordance with its terms.

         10.17 GOVERNING LAW.

         (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE PARTIES HERETO SHALL
RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

         (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN THE COUNTY OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO 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 ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH
STATE.

         10.18 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT

                                      123


<PAGE>


OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY 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 TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         10.19 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

                        [Signatures on following pages.]




                                      124

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                    BORROWER:

                                    JARDEN CORPORATION


                                    By:   /s/ Desiree DeStefano
                                          ----------------------------
                                    Name:    Desiree DeStefano
                                          ----------------------------
                                    Title:   Senior Vice President
                                          ----------------------------






<PAGE>


                 GUARANTORS:
                 ----------

                 HEARTHMARK, INC., an Indiana corporation
                 ALLTRISTA PLASTICS CORPORATION, an Indiana corporation
                 ALLTRISTA NEWCO CORPORATION, an  Indiana corporation
                 TILIA, INC. (successor by name change to Alltrista
                      Acquisition I, Inc.), a Delaware corporation
                 TILIA DIRECT, INC. (successor by name change to Alltrista
                      Acquisition II, Inc.), a Delaware corporation
                 TILIA INTERNATIONAL, INC. (successor by name change to
                      Alltrista Acquisition III, Inc.), a Delaware corporation
                 QUOIN CORPORATION, a Delaware corporation


                 By: /s/ Desiree DeStefano
                    ----------------------------------------------
                 Name: Desiree DeStefano
                    ----------------------------------------------
                 Title: Vice President
                    ----------------------------------------------


                 ALLTRISTA ZINC PRODUCTS, L.P., an Indiana limited partnership
                 By:      Alltrista Newco Corporation, a Indiana corporation,
                          its general partner

                          By: /s/ Desiree DeStefano
                              -------------------------------------
                          Name: Desiree DeStefano
                              -------------------------------------
                          Title:   Vice President
                              -------------------------------------



<PAGE>



                          BANK OF AMERICA, N.A., as Administrative Agent



                          By:  /s/ Kimberly D. Williams
                               --------------------------------------
                          Name:    Kimberly D. Williams
                          Title:   Vice President



<PAGE>



                           BANK OF AMERICA, N.A., as a Lender, L/C Issuer and
                           Swing Line Lender



                           By: /s/ Timothy Cassidy
                               --------------------------------------
                           Name:    Timothy E. Cassidy
                           Title:   Vice President


<PAGE>



                           CIBC INC.



                           By: /s/ Dean J. Decker
                               --------------------------------------
                           Name:    Dean J. Decker
                           Title:   Managing Director



<PAGE>



                           NATIONAL CITY BANK OF INDIANA



                           By: /s/ David McNeely
                               --------------------------------------
                           Name:   David G. McNeely
                           Title:  Assistant Vice President




<PAGE>



                          THE BANK OF NEW YORK



                          By: /s/ Maurice Campbell
                              --------------------------------------
                          Name: Maurice A. Campbell
                              --------------------------------------
                          Title: Vice President
                              --------------------------------------


<PAGE>



                          FLEET NATIONAL BANK


                          By: /s/ W. Lincoln Schoff Jr.
                              --------------------------------------
                          Name:   W. Lincoln Schoff Jr.
                              --------------------------------------
                          Title:  Senior Vice President
                              --------------------------------------

<PAGE>



                           HARRIS TRUST AND SAVINGS BANK



                          By: /s/ Kirby Law
                              --------------------------------------
                          Name:  Kirby Law
                              --------------------------------------
                          Title: Vice President
                              --------------------------------------



<PAGE>



                          U.S. BANK NATIONAL ASSOCIATION



                          By: /s/ Daniel R. Kraus
                              --------------------------------------
                          Name:   Daniel R. Kraus
                              --------------------------------------
                          Title:  Assistant Vice President
                              --------------------------------------


<PAGE>



                          SUNTRUST BANK



                          By: /s/ Heidi M. Khambatta
                              --------------------------------------
                          Name:   Heidi M. Khambatta
                              --------------------------------------
                          Title:  Vice President
                              --------------------------------------


<PAGE>



                          TRANSAMERICA BUSINESS CAPITAL CORPORATION



                          By: /s/ Robert Capasso
                              --------------------------------------
                          Name:  Robert Capasso
                              --------------------------------------
                          Title: Senior Vice President
                              --------------------------------------



<PAGE>



                       UNION FEDERAL BANK OF INDIANAPOLIS



                          By: /s/ Julie C. Kitcoff
                              --------------------------------------
                          Name:   Julie C. Kitcoff
                              --------------------------------------
                          Title:  Vice President
                              --------------------------------------