<PAGE>
                                                                    Exhibit 10.6

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

                      AMENDED AND RESTATED CREDIT AGREEMENT

                        dated as of September [ ], 2003,


                                      among

                            AMI SEMICONDUCTOR, INC.,

                              AMIS HOLDINGS, INC.,

                            THE LENDERS NAMED HEREIN

                                       and

                           CREDIT SUISSE FIRST BOSTON,

                  as Administrative Agent and Collateral Agent

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



                           CREDIT SUISSE FIRST BOSTON

                                       and

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,

                  as Joint Bookrunners and Joint Lead Arrangers

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,

                              as Syndication Agent

                                       and

                          LEHMAN COMMERCIAL PAPER INC.,

                             as Documentation Agent

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

                                                         [CS&M Ref No. 5865-111]
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                           <C>
                                    ARTICLE I

                                   Definitions

SECTION 1.01.  Defined Terms...............................................................................     3
SECTION 1.02.  Terms Generally.............................................................................    27
SECTION 1.03.  Pro Forma Calculations......................................................................    28
SECTION 1.04.  Classification of Loans and Borrowings......................................................    28
SECTION 1.05.  Designation of Obligations..................................................................    28

                                   ARTICLE II

                                   The Credits

SECTION 2.01.  Commitments.................................................................................    28
SECTION 2.02.  Loans ......................................................................................    29
SECTION 2.03.  Borrowing Procedure.........................................................................    30
SECTION 2.04.  Evidence of Debt; Repayment of Loans........................................................    31
SECTION 2.05.  Fees .......................................................................................    32
SECTION 2.06.  Interest on Loans...........................................................................    33
SECTION 2.07.  Default Interest............................................................................    33
SECTION 2.08.  Alternate Rate of Interest..................................................................    33
SECTION 2.09.  Termination and Reduction of Commitments....................................................    34
SECTION 2.10.  Conversion and Continuation of  Borrowings..................................................    34
SECTION 2.11.  Repayment of Term Borrowings................................................................    36
SECTION 2.12.  Prepayment..................................................................................    37
SECTION 2.13.  Mandatory Prepayments.......................................................................    37
SECTION 2.14.  Reserve Requirements; Change in Circumstances...............................................    40
SECTION 2.15.  Change in Legality..........................................................................    41
SECTION 2.16.  Indemnity ..................................................................................    42
SECTION 2.17.  Pro Rata Treatment..........................................................................    43
SECTION 2.18.  Sharing of Setoffs..........................................................................    43
SECTION 2.19.  Payments ...................................................................................    44
SECTION 2.20.  Taxes ......................................................................................    44
SECTION 2.21.  Assignment of Commitments Under Certain Circumstances; Duty to Mitigate.....................    46
SECTION 2.22.  Swingline Loans.............................................................................    48
SECTION 2.23.  Letters of Credit...........................................................................    49
SECTION 2.24.  Increase in Revolving Credit Commitments....................................................    53
</TABLE>


                                       i
<PAGE>
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                                   ARTICLE III

                         Representations and Warranties

SECTION 3.01.  Organization; Powers........................................................................    55
SECTION 3.02.  Authorization...............................................................................    55
SECTION 3.03.  Enforceability..............................................................................    55
SECTION 3.04.  Governmental Approvals......................................................................    56
SECTION 3.05.  Financial Statements........................................................................    56
SECTION 3.06.  No Material Adverse Change..................................................................    56
SECTION 3.07.  Title to Properties; Possession Under Leases................................................    56
SECTION 3.08.  Subsidiaries................................................................................    57
SECTION 3.09.  Litigation; Compliance with Laws............................................................    57
SECTION 3.10.  Agreements..................................................................................    57
SECTION 3.11.  Federal Reserve Regulations.................................................................    58
SECTION 3.12.  Investment Company Act; Public Utility Holding Company Act..................................    58
SECTION 3.13.  Use of Proceeds.............................................................................    58
SECTION 3.14.  Tax Returns.................................................................................    58
SECTION 3.15.  No Material Misstatements...................................................................    58
SECTION 3.16.  Employee Benefit Plans......................................................................    59
SECTION 3.17.  Environmental Matters.......................................................................    59
SECTION 3.18.  Insurance ..................................................................................    60
SECTION 3.19.  Security Documents..........................................................................    60
SECTION 3.20.  Location of Real Property and Leased Premises...............................................    61
SECTION 3.21.  Labor Matters...............................................................................    61
SECTION 3.22.  Solvency ...................................................................................    62
SECTION 3.23.  Certain Treasury Regulation Matters.........................................................    62

                                   ARTICLE IV

                              Conditions of Lending

SECTION 4.01.  All Credit Events...........................................................................    62
SECTION 4.02.  Restatement Date............................................................................    63

                                    ARTICLE V

                              Affirmative Covenants

SECTION 5.01.  Existence; Businesses and Properties........................................................    66
SECTION 5.02.  Insurance ..................................................................................    66
SECTION 5.03.  Obligations and Taxes.......................................................................    68
SECTION 5.04.  Financial Statements, Reports, etc..........................................................    68
SECTION 5.05.  Litigation and Other Notices................................................................    70
SECTION 5.06.  Employee Benefits...........................................................................    70
SECTION 5.07.  Maintaining Records; Access to Properties and Inspections...................................    70
SECTION 5.08.  Use of Proceeds.............................................................................    70
SECTION 5.09.  Compliance with Environmental Laws..........................................................    70
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                                                                                                           <C>
SECTION 5.10.  Preparation of Environmental Reports........................................................    71
SECTION 5.11.  Further Assurances..........................................................................    71
SECTION 5.12.  Existing Notes Redemption...................................................................    72
SECTION 5.13.  Certain Treasury Regulation Matters.........................................................    72

                                   ARTICLE VI

                               Negative Covenants

SECTION 6.01.  Indebtedness................................................................................    72
SECTION 6.02.  Liens ......................................................................................    74
SECTION 6.03.  Sale and Lease-Back Transactions............................................................    76
SECTION 6.04.  Investments, Loans and Advances.............................................................    77
SECTION 6.05.  Mergers, Consolidations, Sales of Assets and Acquisitions...................................    79
SECTION 6.06.  Dividends ..................................................................................    80
SECTION 6.07.  Transactions with Affiliates................................................................    81
SECTION 6.08.  Consolidated Interest Coverage Ratio........................................................    81
SECTION 6.09.  Maximum Senior Leverage Ratio...............................................................    82
SECTION 6.10.  Limitation on Modifications of Indebtedness; Modifications of Certificate of Incorporation,
                         By-laws and Certain Other Agreements, etc.........................................    82
SECTION 6.11.  Limitation on Certain Restrictions on Subsidiaries..........................................    83
SECTION 6.12.  Limitation on Issuance of Capital Stock.....................................................    83
SECTION 6.13.  Limitation on Creation of Subsidiaries; Immaterial Subsidiaries.............................    84
SECTION 6.14.  Business ...................................................................................    84
SECTION 6.15.  Fiscal Year.................................................................................    84
SECTION 6.16.  Capital Expenditures........................................................................    84

                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                The Administrative Agent and the Collateral Agent

                                   ARTICLE IX

                                  Miscellaneous

SECTION 9.01.  Notices ....................................................................................    90
SECTION 9.02.  Survival of Agreement.......................................................................    90
SECTION 9.03.  Binding Effect..............................................................................    91
SECTION 9.04.  Successors and Assigns......................................................................    91
SECTION 9.05.  Expenses; Indemnity.........................................................................    95
SECTION 9.06.  Right of Setoff.............................................................................    96
SECTION 9.07.  Applicable Law..............................................................................    97
SECTION 9.08.  Waivers; Amendment..........................................................................    97
</TABLE>


                                      iii
<PAGE>
<TABLE>
<S>                                                                                                           <C>
SECTION 9.09.  Interest Rate Limitation....................................................................     98
SECTION 9.10.  Entire Agreement............................................................................     98
SECTION 9.11.  WAIVER OF JURY TRIAL........................................................................     99
SECTION 9.12.  Severability................................................................................     99
SECTION 9.13.  Counterparts................................................................................     99
SECTION 9.14.  Headings ...................................................................................     99
SECTION 9.15.  Jurisdiction; Consent to Service of Process.................................................     99
SECTION 9.16.  Confidentiality.............................................................................    100
SECTION 9.17.  Effect of Restatement.......................................................................    101
</TABLE>

Schedule 1.01(a)  Specified Asset Sale
Schedule 1.01(b)  Mortgaged Properties
Schedule 1.01(c)  Subsidiary Guarantors
Schedule 2.01     Lenders and Commitments
Schedule 3.07(a)  Certain Title Matters
Schedule 3.07(c)  Condemnation Proceedings
Schedule 3.08     Subsidiaries
Schedule 3.09     Litigation
Schedule 3.17     Environmental Matters
Schedule 3.18     Insurance
Schedule 3.19(b)  UCC Filing Offices
Schedule 3.19(d)  Mortgage Filing Offices
Schedule 3.20(a)  Real Property Owned In Fee
Schedule 3.20(b)  Leased Real Property
Schedule 6.01     Outstanding Indebtedness on Restatement Date
Schedule 6.02     Liens Existing on Restatement Date

Exhibit A         Form of Administrative Questionnaire
Exhibit B         Form of Assignment and Acceptance
Exhibit C         Form of Borrowing Request
Exhibit D         Form of Deed of Trust
Exhibit E         Parent Guarantee Agreement
Exhibit F         Form of Amended and Restated Pledge Agreement
Exhibit G         Form of Amended and Restated Security Agreement
Exhibit H         Subsidiary Guarantee Agreement
Exhibit I         Form of Opinion of Davis Polk & Wardwell
Exhibit J         Form of Subordination Provisions
Exhibit K         Form of Reaffirmation of Guarantee


                                       iv
<PAGE>
                              AMENDED AND RESTATED CREDIT AGREEMENT dated as of
                        September [ ], 2003, among AMI SEMICONDUCTOR, INC., a
                        Delaware corporation formerly named AMI Spinco, Inc.
                        (the "Borrower"), AMIS HOLDINGS, INC., a Delaware
                        corporation formerly named AMI Holdings, Inc.
                        ("Holdings"), the Lenders (as defined in Article I) and
                        CREDIT SUISSE FIRST BOSTON, as administrative agent (in
                        such capacity, the "Administrative Agent") and
                        collateral agent (in such capacity, the "Collateral
                        Agent") for the Lenders.

      The Borrower (as the surviving corporation of the merger of AMI Merger
Company, Inc. and AMI Spinco, Inc.), Holdings, the Administrative Agent, the
Collateral Agent and certain lenders party thereto (the "Existing Lenders")
previously entered into that certain Credit Agreement dated as of December 21,
2000 (as amended prior to the date hereof, the "Existing Credit Agreement"),
under which (a) the Existing Lenders extended credit or agreed to extend credit
to the Borrower in the form of (i) term loans on the Closing Date (such term and
each other capitalized term used but not defined in this introductory statement
having the meaning given it in Article I), in an aggregate principal amount of
$175,000,000 (of which approximately $39,900,000 aggregate principal amount (the
"Existing Term Loans") is outstanding immediately prior to the Restatement
Date), and (ii) Revolving Loans at any time and from time to time prior to the
Revolving Credit Maturity Date, in an aggregate principal amount at any time
outstanding not in excess of $75,000,000, (b) the Swingline Lender agreed to
extend credit, at any time and from time to time prior to the Revolving Credit
Maturity Date, in the form of Swingline Loans, in an aggregate principal amount
at any time outstanding not in excess of $10,000,000 and (c) the Issuing Bank
agreed to issue Letters of Credit, in an aggregate face amount at any time
outstanding not in excess of $20,000,000, to support payment obligations
incurred in the ordinary course of business by the Borrower and its
Subsidiaries.

      The Borrower has informed the Administrative Agent that, pursuant to a
registration statement filed with the U.S. Securities and Exchange Commission
(the "SEC") on August 15, 2003 (the "Registration Statement"), as the same may
be amended from time to time on or prior to the Restatement Date, Holdings
intends to offer and sell to the public (the "IPO") approximately 25,000,000
shares of its common stock (representing approximately 27.0% of the outstanding
common stock of Holdings, on a fully diluted basis, after giving effect to the
IPO) and to raise approximately $475,000,000 of gross cash proceeds therefrom
(assuming no exercise of the underwriters' over-allotment option). In connection
therewith, (a) the Borrower will prepay all of the Existing Term Loans, together
with accrued interest thereon, (b) Holdings will contribute all or a portion of
the Net Cash Proceeds of the IPO to the Borrower, which will use approximately
$77,500,000 thereof, together with cash on hand, to redeem a portion of its
outstanding Existing Notes, together with accrued interest thereon, pursuant to
the equity clawback provisions of the indenture related thereto on or promptly
after the earliest permissible date thereunder after the giving of notice of
such redemption (the "Existing Notes Redemption" and the date on which such
redemption occurs, the "Existing Notes Redemption Date"), (c) Holdings will use
approximately $449,100,000 (including a portion of the Net Cash Proceeds of the
IPO and a portion of
<PAGE>
                                                                               2


the proceeds of the Term Loans dividended or otherwise distributed by the
Borrower to Holdings for such purpose), together with cash on hand, to redeem
(i) all of its outstanding Series A Preferred Stock, together with accrued and
unpaid dividends thereon, and all outstanding options to purchase shares of its
Series A Preferred Stock and (ii) a portion of its outstanding Series B
Preferred Stock, together with accrued and unpaid dividends thereon, and a
portion of the outstanding options to purchase shares of its Series B Preferred
Stock (with the portion thereof not subject to redemption being converted into
common stock of Holdings or options to purchase common stock of Holdings, as
applicable) (collectively, the "Preferred Stock Redemption") and (d) Holdings,
the Borrower and the Advisors (as such term is defined in the respective
Advisory Agreements) will enter into the Advisory Agreement Amendments and the
Borrower will make a payment in an aggregate amount of $8,500,000 (the "Advisory
Agreement Amendment Payment") from cash on hand in connection therewith.

      In connection with the foregoing, the Borrower has requested that the New
Term Lenders make Term Loans to the Borrower on the Restatement Date, in an
aggregate principal amount of $125,000,000, subject to the terms and conditions
set forth herein, the proceeds of which Term Loans will be used by the Borrower
and Holdings, together with cash on hand, solely (a) to prepay the Existing Term
Loans, together with accrued interest thereon, (b) to finance a portion of the
Existing Notes Redemption and the Preferred Stock Redemption, (c) to pay fees
and expenses incurred in connection with the Transactions ("Transaction Costs")
and (d) to provide excess cash for the Borrower (including cash that will be
dividended or distributed to Holdings to enable Holdings to redeem additional
accretion of its Series A Preferred Stock and Series B Preferred Stock through
the Restatement Date).

      The New Term Lenders are willing to make the Term Loans to the Borrower
for the purposes set forth above on the terms and subject to the conditions set
forth herein.

      The Borrower, Holdings, the Requisite Lenders (as defined in the Amendment
Agreement) and the New Term Lenders desire to amend and restate the Existing
Credit Agreement in the form hereof to, among other things, set forth the terms
and conditions under which the New Term Lenders will make the Term Loans to the
Borrower, to permit the Transactions and to make certain other amendments
thereto.

      The amendment and restatement of the Existing Credit Agreement evidenced
by this Agreement shall become effective as provided in the Amendment Agreement;
provided, however, that if the Restatement Date does not occur on or before
October 15, 2003, then this Agreement shall be of no force or effect and the
Existing Credit Agreement shall continue in full force and effect.
<PAGE>
                                                                               3


                                   ARTICLE I

                                   Definitions

      SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms shall have the meanings specified below:

      "ABR", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

      "Adjusted LIBO Rate" shall mean, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum equal to the product of (a)
the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves.

      "Administrative Agent Fees" shall have the meaning assigned to such term
in Section 2.05(b).

      "Administrative Questionnaire" shall mean an Administrative Questionnaire
in the form of Exhibit A, or such other form as may be supplied from time to
time by the Administrative Agent.

      "Advisory Agreement Amendment Payment" shall have the meaning assigned to
such term in the preamble to this Agreement.

      "Advisory Agreement Amendments" shall mean the collective reference to the
amendment agreements to be entered into and effective upon the consummation of
the IPO, among Holdings, the Borrower and the respective Advisors under the
Advisory Agreements, pursuant to which the Advisory Agreements will be amended
to, among other things, provide for the cessation of annual advisory fees
thereunder.

      "Advisory Agreements" shall mean the collective reference to (a) the
Advisory Agreement dated as of December 21, 2000, among Holdings, the Borrower
and Francisco Partners GP, LLC, as Advisor thereunder, and (b) the Advisory
Agreement dated as of December 21, 2000, among Holdings, the Borrower and CVC
Management LLC (as assignee of TBW LLC), as Advisor thereunder.

      "Affiliate" shall mean, when used 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; provided, however, that for purposes of Section 6.07, the term
"Affiliate" shall also include any person that directly or indirectly owns more
than 5% of any class of Equity Interests of the person specified or that is an
officer or director of the person specified.

      "Aggregate Revolving Credit Exposure" shall mean the aggregate amount of
the Lenders' Revolving Credit Exposures.

      "Alternate Base Rate" shall mean, for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the
Prime Rate in
<PAGE>
                                                                               4


effect on such day and (b) the rate that is 1/2 of 1% in excess of the Federal
Funds Effective Rate in effect on such day. If the Administrative Agent shall
have determined (which determination shall be conclusive absent manifest error)
that it is unable to ascertain the Federal Funds Effective Rate for any reason,
including the inability or failure of the Administrative Agent to obtain
sufficient quotations in accordance with the terms of the definition thereof,
the Alternate Base Rate shall be determined without regard to clause (b) of the
preceding sentence until the circumstances giving rise to such inability no
longer exist. Any change in the Alternate Base Rate due to a change in the Prime
Rate or the Federal Funds Effective Rate shall be effective on the effective
date of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively. The term "Prime Rate" shall mean the rate of interest per annum
determined from time to time by the Administrative Agent as its prime rate in
effect at its principal office in New York City and applicable generally to its
customers; each change in the Prime Rate shall be effective on the date the
Borrower is notified thereof by the Administrative Agent. The term "Federal
Funds Effective Rate" shall mean, for any day, the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average of the quotations for
the day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

      "Amendment Agreement" shall mean the Amendment Agreement dated as of
September [ ], 2003, effecting, among other things, the amendment and
restatement of the Existing Credit Agreement.

      "Amendment Fees" shall have the meaning assigned to such term in the
Amendment Agreement.

      "Applicable Percentage" shall mean, for any day, (a) with respect to any
Eurodollar Term Loan, 2.50%, (b) with respect to any ABR Term Loan, 1.50%, and
(c) with respect to any Eurodollar Revolving Loan or ABR Revolving Loan, as the
case may be, the applicable percentage set forth below under the caption
"Eurodollar Spread--Revolving Loans" or "ABR Spread--Revolving Loans", as the
case may be, based upon the Leverage Ratio as of the relevant date of
determination:

<TABLE>
<CAPTION>
                                          Eurodollar
                                           Spread -
                                          Revolving               ABR Spread -
      Leverage Ratio                        Loans                Revolving Loans
      --------------                        -----                ---------------
<S>                                       <C>                    <C>
Category 1                                  3.50%                     2.50%

Equal to or greater than
2.25 to 1.0

Category 2                                  3.25%                     2.25%
</TABLE>
<PAGE>
                                                                               5


<TABLE>
<CAPTION>
                                          Eurodollar
                                           Spread -
                                          Revolving               ABR Spread -
      Leverage Ratio                        Loans                Revolving Loans
      --------------                        -----                ---------------
<S>                                       <C>                    <C>
Equal to or greater than
2.0 to 1.0, but less than
2.25 to 1.0

Category 3                                  3.00%                     2.00%

Equal to or greater than
1.5 to 1.0, but less than
2.0 to 1.0

Category 4                                  2.75%                     1.75%

Equal to or greater than
1.0 to 1.0, but less than
1.5 to 1.0

Category 5                                  2.50%                     1.50%

Less than 1.0 to 1.0
</TABLE>

      Each change in the Applicable Percentage resulting from a change in the
Leverage Ratio shall be effective with respect to all Loans and Letters of
Credit outstanding on and after the date of delivery to the Administrative Agent
of the financial statements and certificates required by Section 5.04(a) or (b)
and Section 5.04(c), respectively, indicating such change until the date
immediately preceding the next date of delivery of such financial statements and
certificates indicating another such change. Notwithstanding the foregoing, (a)
at any time during which the Borrower has failed to deliver the financial
statements and certificate required by Section 5.04(a) or (b) and Section
5.04(c), respectively, the Leverage Ratio shall be deemed to be in Category 3
for purposes of determining the Applicable Percentage (unless the Leverage Ratio
in effect immediately prior to such failure was in Category 1 or 2, in which
case the Leverage Ratio shall remain in such Category until the delivery of such
financial statements and certificate) and (b) at any time after the occurrence
and during the continuance of an Event of Default, the Leverage Ratio shall be
deemed to be in Category 1 for purposes of determining the Applicable
Percentage.

      "Asset Sale" shall mean the sale, transfer or other disposition (by way of
merger or otherwise and including by way of casualty, condemnation or sale and
leaseback) by Holdings, the Borrower or any of the Subsidiaries to any person
other than the Borrower or any Subsidiary Guarantor of (a) any Equity Interests
of any of the Subsidiaries (other than directors' and national citizen
qualifying shares) or (b) any other assets of Holdings, the Borrower or any of
the Subsidiaries (other than (i) inventory, excess, uneconomical, damaged,
obsolete or worn out assets, scrap and Cash Equivalents, in each case disposed
of in the ordinary course of business, (ii) dispositions consisting of Dividends
with
<PAGE>
                                                                               6


respect to Equity Interests permitted by Section 6.06, (iii) equipment traded in
for equipment with a substantially equal or greater value or (iv) dispositions
between or among Foreign Subsidiaries), provided that any asset sale or series
of related asset sales (x) described on Schedule 1.01(a) or (y) described in
clause (b) above having a value not in excess of $250,000, shall be deemed not
to constitute an "Asset Sale" for purposes of this Agreement.

      "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in the form of Exhibit B, or such other form as shall be approved by the
Administrative Agent.

      "Belgian Subsidiary" shall mean AMI Semiconductor Belgium BVBA, a company
incorporated under the laws of Belgium and an indirect Wholly Owned Subsidiary
of the Borrower.

      "Board" shall mean the Board of Governors of the Federal Reserve System of
the United States of America.

      "Borrower's Portion of Excess Cash Flow" shall mean, at any date of
determination, the cumulative amount of Excess Cash Flow for each fiscal year
commencing on or after January 1, 2003, and ending prior to the date of
determination that (a) was not or is not required to be applied to the
prepayment of Term Loans as described in Section 2.13(d), and (b) has not been
utilized on or prior to the date of determination (i) to make Permitted
Acquisitions pursuant to Section 6.04(m) and clause (iii)(y)(II) of the
definition of "Permitted Acquisition", (ii) to make investments pursuant to
clause (ii) of Section 6.04(o) or (iii) to prepay Indebtedness pursuant to
Section 2.12(a).

      "Borrowing" shall mean a group of Loans of a single Type made, converted
or continued by the Lenders on a single date and, in the case of a Eurodollar
Borrowing, as to which a single Interest Period is in effect.

      "Borrowing Request" shall mean a request by the Borrower in accordance
with the terms of Section 2.03 and substantially in the form of Exhibit C, or
such other form as shall be approved by the Administrative Agent.

      "Business Day" shall mean any day other than a Saturday, Sunday or day on
which banks in New York City are authorized or required by law to close;
provided, however, that when used in connection with a Eurodollar Loan, the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.

      "Capital Expenditures" shall mean, with respect to any person, all
expenditures by such person that should be capitalized in accordance with GAAP,
including all such expenditures with respect to fixed or capital assets
(including expenditures for maintenance and repairs that should be capitalized
in accordance with GAAP) and the amount of Capital Lease Obligations incurred by
such person; provided, however, that the following shall in any event be
excluded from the definition of Capital Expenditures:
<PAGE>
                                                                               7


(a) any expenditures constituting the reinvestment of proceeds from Asset Sales
and other sales of equipment or other productive assets of the Borrower and its
Subsidiaries, so long as such expenditures are made within 330 days of the
receipt of such proceeds, (b) any expenditures made by the Borrower or any of
its Subsidiaries to acquire in a Permitted Acquisition the business, property or
assets of any person, or the Equity Interests of any person that, as a result of
such acquisition, becomes a Subsidiary of the Borrower and (c) any expenditures
funded with the proceeds of the issuance or other disposition of Other Permitted
Subordinated Debt, so long as such expenditures are made within 365 days of the
receipt of such proceeds.

      "Capital Lease Obligations" of any person shall mean the obligations of
such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

      "Cash Equivalents" shall mean, as to any person, (a) securities issued or
directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) having maturities of not more than one
year from the date of acquisition by such person, (b) time deposits and
certificates of deposit of any Lender or any commercial bank having, or which is
the principal banking subsidiary of a bank holding company organized under the
laws of the United States, any State thereof or the District of Columbia, having
capital, surplus and undivided profits aggregating in excess of $500,000,000
(each Lender and each such commercial bank being herein referred to as a "Cash
Equivalent Bank"), with maturities of not more than one year from the date of
acquisition by such person, (c) repurchase obligations with a term of not more
than 30 days for underlying securities of the types described in clause (a)
above entered into with any Cash Equivalent Bank, (d) commercial paper issued by
any person incorporated in the United States rated at least A-1 or the
equivalent thereof by Standard & Poor's Rating Service or at least P-1 or the
equivalent thereof by Moody's Investors Service, Inc., and in each case maturing
not more than one year after the date of acquisition by such person, (e)
investments in money market funds substantially all of whose assets are
comprised of securities of the types described in clauses (a) through (d) above,
(f) Eurodollar time deposits having a maturity of less than one year purchased
directly from any Cash Equivalent Bank (provided such deposit is with such Cash
Equivalent Bank or any other Cash Equivalent Bank), (g) demand deposit accounts
maintained in the ordinary course of business and (h) other short-term
investments utilized by Foreign Subsidiaries in accordance with normal
investment practices for cash management in investments of a type and with
financial institutions analogous to the foregoing.

      A "Change in Control" shall be deemed to have occurred if (a) Holdings
shall at any time cease to own 100% of the capital stock of the Borrower, (b) at
any time, a "Change of Control" shall have occurred under and as defined in any
indenture or other agreement pursuant to which Material Indebtedness of Holdings
or the Borrower is outstanding, (c) at any time any "Person" or "group" (as such
terms are used in
<PAGE>
                                                                               8


Sections 13(d) and 14(d) of the Exchange Act), excluding the Permitted Holders,
is or shall become the "beneficial owner" (as defined in Rules 13(d)-3 and
13(d)-5 under the Exchange Act), directly or indirectly, of more than 35% of the
outstanding Voting Stock, or (d) at any time the Board of Directors of Holdings
shall cease to consist of a majority of Continuing Directors. Notwithstanding
the foregoing, a transaction in which any Equity Interest or Voting Stock is
ultimately transferred to a person otherwise permitted to hold such Equity
Interest or Voting Stock pursuant to this definition shall not constitute a
"Change in Control" solely as a result of such Equity Interest or Voting Stock
being held momentarily by a person not permitted to hold such Equity Interest or
Voting Stock pursuant to this definition in the course of a multiple-step
transaction in which all the steps occur substantially simultaneously (or which
occur over such longer period as may be consented to by the Administrative
Agent).

      "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Term Loans and, when used in reference to any Commitment, refers to whether
such Commitment is a Revolving Credit Commitment or a Term Loan Commitment.

      "Closing Date" shall mean December 21, 2000.

      "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

      "Collateral" shall mean all the "Collateral" as defined in any Security
Document and shall also include the Mortgaged Properties.

      "Commitment" shall mean, with respect to any Lender, such Lender's
Revolving Credit Commitment, Term Loan Commitment and Swingline Commitment.

      "Commitment Fee" shall have the meaning assigned to such term in Section
2.05(a).

      "Consolidated Current Assets" shall mean, at any time, the consolidated
current assets (other than cash and Cash Equivalents) of Holdings and its
consolidated Subsidiaries determined in accordance with GAAP.

      "Consolidated Current Liabilities" shall mean, at any time, the
consolidated current liabilities of Holdings and its consolidated Subsidiaries
at such time (other than, without duplication, (a) the current portion of any
Indebtedness under this Agreement and any other long-term Indebtedness which
would otherwise be included therein, (b) accrued but unpaid interest with
respect to the Indebtedness described in clause (a), and (c) the current portion
of Indebtedness constituting Capital Lease Obligations) determined in accordance
with GAAP.

      "Consolidated EBITDA" shall mean, for any period, Consolidated Operating
Income, adjusted by adding thereto the amount of all amortization of intangibles
and depreciation, in each case that were deducted in arriving at Consolidated
Operating Income for such period.
<PAGE>
                                                                               9


      "Consolidated Indebtedness" shall mean, as at any date of determination,
the aggregate stated balance sheet amount of all Indebtedness (but including in
any event the then outstanding principal amount of all Loans and all Capital
Lease Obligations and all L/C Exposure) of Holdings and its Subsidiaries on a
consolidated basis as determined in accordance with GAAP.

      "Consolidated Interest Coverage Ratio" shall mean, for any period, the
ratio of (i) Consolidated EBITDA for such period to (ii) Consolidated Interest
Expense for such period.

      "Consolidated Interest Expense" shall mean, for any period, the total
consolidated interest expense of Holdings and its consolidated Subsidiaries for
such period (calculated without regard to any limitations on the payment
thereof) determined in accordance with GAAP plus, without duplication, the
portion of Capital Lease Obligations of Holdings and its consolidated
Subsidiaries representing the interest factor for such period, but excluding the
amortization of any deferred financing costs incurred in connection with this
Agreement or the entering into of any Interest Rate Protection Agreements in
connection with this Agreement pursuant to Section 6.01(c).

      "Consolidated Net Income" shall mean, for any period, the consolidated net
after tax income of Holdings and its consolidated Subsidiaries determined in
accordance with GAAP.

      "Consolidated Operating Income" shall mean, for any period, the
Consolidated Net Income for such period, before interest expense and provision
for taxes based on income and without giving effect to (a) any extraordinary
gains or losses, (b) gains or losses from sales of assets other than inventory
sold in the ordinary course of business, (c) foreign currency gains or losses,
(d) noncash restructuring charges, (e) other restructuring charges not to exceed
$5,000,000 in any fiscal year, (f) Transaction Costs, (g) the Advisory Agreement
Amendment Payment, (h) a charge relating to redemption premium in connection
with the Existing Notes Redemption not to exceed $7,500,000, (i) a charge
relating to the redemption of options to purchase shares of Series A Preferred
Stock and Series B Preferred Stock as part of the Preferred Stock Redemption not
to exceed $2,900,000, (j) aggregate charges relating to the write-off of
deferred financing costs associated with the Existing Term Loans and the
Existing Notes being redeemed in the Existing Notes Redemption not to exceed
$4,400,000 and (k) other nonrecurring noncash charges.

      "Consolidated Senior Indebtedness" shall mean, as at any date of
determination, the aggregate Consolidated Indebtedness at such date less, to the
extent included therein, all Existing Notes and Other Permitted Subordinated
Debt outstanding at such date.

      "Contingent Obligation" shall mean, as to any person, any obligation of
such person guaranteeing or intended to guarantee any Indebtedness ("primary
obligations") of any other person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of such
person, whether or not contingent, (a) to purchase any such primary obligation
or any property constituting direct or indirect security therefor, (b) to
advance or supply funds (i) for the purchase or payment of any
<PAGE>
                                                                              10


such primary obligation or (ii) to maintain working capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation or (d)
otherwise to assure or hold harmless the holder of such primary obligation
against loss in respect thereof; provided, however, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business and any products warranties for
deposit or collection in the ordinary course of business. The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made (or, if less, the maximum amount of such primary
obligation for which such person may be liable pursuant to the terms of the
instrument evidencing such Contingent Obligation) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such person is required to perform thereunder) as determined by such
person in good faith.

      "Continuing Directors" shall mean (a) the directors of Holdings on the
Restatement Date and (b) each other director, if (i) such director's nomination
for election to the Board of Directors of Holdings is recommended by a majority
of then Continuing Directors or (ii) such director became a director of the
Board of Directors pursuant to, and in accordance with Section 2.01 or 2.03 of
the Shareholders Agreement.

      "Control" shall mean 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 ownership of voting securities, by contract or otherwise,
and the terms "Controlling" and "Controlled" shall have meanings correlative
thereto.

      "Credit Event" shall have the meaning assigned to such term in Section
4.01.

      "CVC" shall mean Citigroup Venture Capital Equity Partners, L.P. and its
successors.

      "Default" shall mean any event or condition which upon notice, lapse of
time or both would constitute an Event of Default.

      "Disqualified Stock" shall mean any capital stock which, by its terms (or
by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, (a) matures (excluding any
maturity as the result of an optional redemption by the issuer thereof) or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, or
requires the payment of any cash dividend, in each case at any time on or prior
to the first anniversary of the Term Loan Maturity Date, or (b) is convertible
into or exchangeable (unless at the sole option of the issuer thereof) for (i)
debt securities or (ii) any capital stock referred to in (a) above, in each case
at any time prior to the first anniversary of the Term Loan Maturity Date.
<PAGE>
                                                                              11


      "Dividend" with respect to any person shall mean that such person has
declared or paid a dividend or returned any equity capital to its equity holders
or authorized or made any other distribution, payment or delivery of property
(other than Equity Interests of such person) or cash to its equity holders as
such, or redeemed, retired, purchased or otherwise acquired, directly or
indirectly, for a consideration any shares of any of its capital Equity
Interests outstanding on or after the Closing Date (or any options or warrants
issued by such person with respect to its Equity Interests), or set aside any
funds for any of the foregoing purposes, or shall have permitted any of its
Subsidiaries to purchase or otherwise acquire for a consideration any of the
Equity Interests of such person outstanding on or after the Closing Date (or any
options or warrants issued by such person with respect to its capital stock).
Without limiting the foregoing, "Dividends" with respect to any person shall
also include all payments made or required to be made by such person with
respect to any stock appreciation rights, plans, equity incentive or achievement
plans or any similar plans or setting aside of any funds for the foregoing
purposes.

      "dollars" or "$" shall mean lawful money of the United States of America.

      "Domestic Subsidiaries" shall mean all Subsidiaries incorporated or
organized under the laws of the United States of America, any State thereof or
the District of Columbia.

      "Domestic Wholly Owned Subsidiary" shall mean any Domestic Subsidiary that
is a Wholly Owned Subsidiary.

      "environment" shall mean ambient air, surface water and groundwater
(including potable water, navigable water and wetlands), the land surface or
subsurface strata, the workplace or as otherwise defined in any Environmental
Law.

      "Environmental Claim" shall mean any accusation, allegation, notice of
violation, claim, demand, order, directive, cost recovery action or other cause
of action by, or on behalf of, any Governmental Authority or any person for
damages, injunctive or equitable relief, personal injury (including sickness,
disease or death), Remedial Action costs, tangible or intangible property
damage, natural resource damages, nuisance, pollution, any adverse effect on the
environment caused by any Hazardous Material, or for fines, penalties or
restrictions, resulting from or based upon (a) the existence, or the
continuation of the existence, of a Release (including sudden or non-sudden,
accidental or non-accidental Releases), (b) exposure to any Hazardous Material,
(c) the presence, use, handling, transportation, storage, treatment or disposal
of any Hazardous Material or (d) the violation or alleged violation of any
Environmental Law or Environmental Permit.

      "Environmental Law" shall mean any and all applicable present and future
treaties, laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment,
preservation or reclamation of natural resources, the management, Release or
threatened Release of any Hazardous Material or to health and safety matters,
including the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended by the
<PAGE>
                                                                              12


Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. Sections 9601 et
seq. (collectively "CERCLA"), the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste
Amendments of 1984, 42 U.S.C. Sections 6901 et seq., the Federal Water Pollution
Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. Sections 1251
et seq., the Clean Air Act of 1970, as amended 42 U.S.C. Sections 7401 et seq.,
the Toxic Substances Control Act of 1976, 15 U.S.C. Sections 2601 et seq., the
Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. Sections 651
et seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42
U.S.C. Sections 11001 et seq., the Safe Drinking Water Act of 1974, as amended,
42 U.S.C. Sections 300(f) et seq., the Hazardous Materials Transportation Act,
49 U.S.C. Sections 5101 et seq., and any similar or implementing state, local or
foreign law, and all amendments or regulations promulgated under any of the
foregoing.

      "Environmental Permit" shall mean any permit, approval, authorization,
certificate, license, variance, filing or permission required by or from any
Governmental Authority pursuant to any Environmental Law.

      "Equity Interests" shall mean shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a person.

      "Equity Issuance" shall mean any issuance or sale by Holdings, the
Borrower or any of their respective Subsidiaries of any Equity Interests of such
person or any obligations convertible into or exchangeable for, or giving any
person a right, option or warrant to acquire such Equity Interests or such
convertible or exchangeable obligations, as applicable, except in each case for
(a) any issuance or sale to any Permitted Holder (other than any such person
acting in the capacity of an underwriter or placement agent with regard to such
Equity Issuance), Holdings, the Borrower or any Subsidiary, (b) any issuance or
sale, to the extent the Net Cash Proceeds thereof are used to finance a
Permitted Acquisition, (c) any issuance of directors' or national citizen
qualifying shares, (d) sales or issuances of common stock of Holdings or options
to purchase common stock of Holdings to directors, officers, employees or
consultants of Holdings, the Borrower or any Subsidiary under any employee stock
option or stock purchase plan or employee benefit plan or agreement in existence
from time to time, (e) any issuance pursuant to the exercise of any warrants
issued and outstanding on the Restatement Date, (f) the IPO (including any
exercise of the underwriters' over-allotment option) and (g) any issuance of
rights (and the issuance of any preferred or common shares upon exercise of such
rights) pursuant to a stockholder rights plan that may be in existence from time
to time.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
the same may be amended from time to time.

      "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code, or solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.
<PAGE>
                                                                              13


      "ERISA Event" shall mean (a) any "reportable event", as defined in Section
4043(c) of ERISA or the regulations issued thereunder, with respect to a Plan
(other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any of its ERISA
Affiliates from the PBGC or a plan administrator of any notice relating to the
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability with respect to the withdrawal from any Plan or Multiemployer
Plan; (g) the receipt by the Borrower or any of its ERISA Affiliates of any
notice, or the receipt by any Multiemployer Plan from the Borrower or any of its
ERISA Affiliates of any notice, concerning the imposition of Withdrawal
Liability or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA; and (h)
any Foreign Benefit Event.

      "Eurodollar", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.

      "Event of Default" shall have the meaning assigned to such term in Article
VII.

      "Excess Cash Flow" shall mean, for any fiscal year of Holdings, the amount
by which (a) the sum, without duplication, of (i) Consolidated EBITDA for such
fiscal year, (ii) extraordinary cash receipts of Holdings and its consolidated
Subsidiaries, if any, during such fiscal year and not included in Consolidated
EBITDA and (iii) reductions to noncash working capital of Holdings and its
consolidated Subsidiaries for such fiscal year (i.e., the decrease, if any, in
Consolidated Current Assets minus Consolidated Current Liabilities from the
beginning to the end of such fiscal year) exceeds (b) the sum, without
duplication, of (i) the amount of any cash income taxes payable by Holdings and
its consolidated Subsidiaries with respect to such fiscal year, (ii) cash
interest paid (net of cash interest received) by Holdings and its consolidated
Subsidiaries during such fiscal year, (iii) Capital Expenditures made in cash
during such fiscal year and cash expenditures in connection with Permitted
Acquisitions during such fiscal year, in each case except to the extent financed
with the proceeds of Indebtedness or Equity Interests, (iv) permanent repayments
of Indebtedness made by Holdings and its consolidated Subsidiaries during such
fiscal year, (v) optional and mandatory prepayments of the principal of Loans
during such fiscal year, but only to the extent that such prepayments by their
terms cannot be reborrowed or redrawn and do not occur in connection with a
refinancing of all or any portion of the Loans, (vi) extraordinary cash expenses
and cash restructuring charges paid by Holdings and its consolidated
Subsidiaries, if any, during such fiscal year and not included in Consolidated
EBITDA, (vii) additions to noncash working capital for such fiscal year (i.e.,
the increase, if any, in Consolidated Current Assets minus Consolidated Current
Liabilities from the beginning to the end of such
<PAGE>
                                                                              14


fiscal year) and (viii) cash severance and similar payments made during such
fiscal year, to the extent not deducted in determining Consolidated EBITDA for
such fiscal year.

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

      "Excluded Taxes" shall mean, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which the Borrower is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under
Section 2.21(a)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Foreign Lender's
failure to comply with Section 2.20(e), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a
new lending office (or assignment), to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section 2.20(a).

      "Existing Credit Agreement" shall have the meaning assigned to such term
in the preamble to this Agreement.

      "Existing Notes" shall mean the Borrower's 10-3/4% senior subordinated
notes due 2013 issued under an Indenture dated as of January 29, 2003, among the
Borrower, Holdings, the subsidiary guarantors from time to time party thereto
and J.P. Morgan Trust Company, N.A., as trustee.

      "Existing Notes Redemption" shall have the meaning assigned to such term
in the preamble to this Agreement.

      "Existing Notes Redemption Date" shall have the meaning assigned to such
term in the preamble to this Agreement.

      "Fee Letter" shall mean the AMI Spinco, Inc. $250,000,000 Senior Secured
Credit Facilities Fee Letter dated December 4, 2000, among FP, Court Square
Capital, Ltd., Credit Suisse First Boston and The Chase Manhattan Bank.

      "Fees" shall mean the Commitment Fee, the Administrative Agent Fees, the
L/C Participation Fees, the Issuing Bank Fees and the Amendment Fees.

      "Financial Covenants" shall mean the financial covenants contained in
Sections 6.08 and 6.09.

      "Financial Officer" of any person shall mean the chief financial officer,
principal accounting officer, Treasurer or Controller of such person.
<PAGE>
                                                                              15


      "Foreign Benefit Event" shall mean, with respect to any Foreign Pension
Plan, (a) the existence of unfunded liabilities in excess of the amount
permitted under any applicable law, or in excess of the amount that would be
permitted absent a waiver from a Governmental Authority, (b) the failure to make
the required contributions or payments, under any applicable law, on or before
the due date (including any remedial period thereafter) for such contributions
or payments, (c) the receipt of a notice by a Governmental Authority relating to
the intention to terminate any such Foreign Pension Plan or to appoint a trustee
or similar official to administer any such Foreign Pension Plan, or alleging the
insolvency of any such Foreign Pension Plan and (d) the incurrence of any
liability in excess of $5,000,000 (or the equivalent thereof in another
currency) by Holdings or any of its Subsidiaries under applicable law on account
of the complete or partial termination of such Foreign Pension Plan or the
complete or partial withdrawal of any participating employer therein, or (e) the
occurrence of any transaction that is prohibited under any applicable law and
could reasonably be expected to result in the incurrence of any liability by
Holdings or any of its Subsidiaries, or the imposition on Holdings or any of its
Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance
with any applicable law, in each case in excess of $5,000,000 (or the equivalent
thereof in another currency).

      "Foreign Lender" shall mean any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

      "Foreign Pension Plan" shall mean any plan, fund (including any
superannuation fund) or other similar program established or maintained outside
the United States by Holdings or any one or more of its Subsidiaries primarily
for the benefit of employees of Holdings or such Subsidiaries residing outside
the United States, which plan, fund or other similar program provides, or
results in, retirement income, a deferral of income in contemplation of
retirement or payments to be made upon termination of employment, and which plan
is not subject to ERISA or the Code.

      "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.

      "FP" shall mean Francisco Partners, L.P. and its successors.

      "GAAP" shall mean generally accepted accounting principles applied on a
consistent basis.

      "Governmental Authority" shall mean any Federal, state, local or foreign
court or governmental agency, authority, instrumentality or regulatory body.

      "Granting Lender" has the meaning specified in Section 9.04(i).

      "Guarantee Agreements" shall mean the Parent Guarantee Agreement and the
Subsidiary Guarantee Agreement.
<PAGE>
                                                                              16


      "Guarantors" shall mean Holdings and the Subsidiary Guarantors.

      "Hazardous Materials" shall mean all explosive or radioactive substances
or wastes, hazardous or toxic substances or wastes, pollutants, solid, liquid or
gaseous wastes, including petroleum or petroleum distillates, asbestos or
asbestos containing materials, polychlorinated biphenyls ("PCBs") or
PCB-containing materials or equipment, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

      "Immaterial Subsidiary" means, at any time, any Subsidiary that (a) has
assets with an aggregate fair market value less than $1,000,000, (b) has
conducted no business activity within the previous twelve months and (c) has no
outstanding Indebtedness.

      "Incremental Revolving Facility Amount" shall mean, at any time, the
excess, if any, of $20,000,000 over the aggregate increase in the Revolving
Credit Commitments established prior to such time pursuant to Section 2.24.

      "Indebtedness" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or with respect to deposits or
advances of any kind (other than deposits or advances constituting a portion of
the purchase price for goods to be delivered), (b) all obligations of such
person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such person upon which interest charges are customarily paid
(excluding trade accounts payable and accrued obligations incurred in the
ordinary course of business), (d) all obligations of such person under
conditional sale or other title retention agreements relating to property or
assets purchased by such person, (e) all obligations of such person issued or
assumed as the deferred purchase price of property or services (excluding trade
accounts payable and accrued obligations incurred in the ordinary course of
business), (f) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such person, whether or not the
obligations secured thereby have been assumed, (g) all Contingent Obligations of
such person, (h) all Capital Lease Obligations of such person, (i) all
obligations of such person in respect of interest rate protection agreements,
foreign currency exchange agreements or other interest or exchange rate hedging
arrangements and (j) all obligations of such person as an account party in
respect of letters of credit and bankers' acceptances. The Indebtedness of any
person shall include the Indebtedness of any partnership in which such person is
a general partner.

      "Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

      "Indemnitee" shall have the meaning assigned to it in Section 9.05(b).

      "Interest Payment Date" shall mean (a) with respect to any ABR Loan, the
last Business Day of each March, June, September and December, and (b) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, each day
that would have been an Interest Payment
<PAGE>
                                                                              17


Date had successive Interest Periods of three months' duration been applicable
to such Borrowing.

      "Interest Period" shall mean, with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day (or, if there is no numerically corresponding day,
on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter,
as the Borrower may elect; provided, however, that if any Interest Period would
end on a day other than a Business Day, such Interest Period shall be extended
to the next succeeding Business Day unless such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall
end on the next preceding Business Day. Interest shall accrue from and including
the first day of an Interest Period to but excluding the last day of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.

      "Interest Rate Protection Agreement" shall mean any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or
similar agreement or arrangement designed to protect Holdings or any of its
Subsidiaries against fluctuations in interest rates, and not entered into for
speculation.

      "IPO" shall have the meaning assigned to such term in the preamble to this
Agreement.

      "Issuing Bank" shall mean, as the context may require, (a) Credit Suisse
First Boston, with respect to Letters of Credit issued by it, (b) any other
Lender that may become an Issuing Bank pursuant to Section 2.23(i) or (k), with
respect to Letters of Credit issued by such Lender, or (c) collectively, all the
foregoing.

      "Issuing Bank Fees" shall have the meaning assigned to such term in
Section 2.05(c).

      "Joint Venture" shall mean any person in which Holdings, the Borrower and
its Subsidiaries own, directly or indirectly, at least 20% but 50% or less of
the equity interests.

      "L/C Commitment" shall mean the commitment of the Issuing Bank to issue
Letters of Credit pursuant to Section 2.23.

      "L/C Disbursement" shall mean a payment or disbursement made by the
Issuing Bank pursuant to a Letter of Credit.

      "L/C Exposure" shall mean at any time the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
principal amount of all L/C Disbursements that have not yet been reimbursed at
such time. The L/C Exposure of any Revolving Credit Lender at any time shall
mean its Pro Rata Percentage of the aggregate L/C Exposure at such time.

<PAGE>
                                                                              18


      "L/C Participation Fee" shall have the meaning assigned to such term in
Section 2.05(c).

      "Lenders" shall mean (a) the financial institutions listed on Schedule
2.01 (other than any such financial institution that has ceased to be a party
hereto pursuant to an Assignment and Acceptance) and (b) any financial
institution that has become a party hereto pursuant to an Assignment and
Acceptance. Unless the context clearly indicates otherwise, the term "Lenders"
shall include the Swingline Lender.

      "Letter of Credit" shall mean any letter of credit issued pursuant to
Section 2.23.

      "Leverage Ratio" shall mean, at any date of determination, the ratio of
Consolidated Indebtedness on such date to Consolidated EBITDA for the period of
four consecutive fiscal quarters of the Borrower most recently ended as of such
date.

      "LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for any
Interest Period, the rate per annum determined by the Administrative Agent at
approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the beginning of the relevant Interest Period by reference to the
British Bankers' Association Interest Settlement Rates for deposits in dollars
(as set forth by the Bloomberg Information Service or any successor thereto or
any other service selected by the Administrative Agent which has been nominated
by the British Bankers' Association as an authorized information vendor for the
purpose of displaying such rates) for a period equal to such Interest Period;
provided that, to the extent that an interest rate is not ascertainable pursuant
to the foregoing provisions of this definition, the "LIBO Rate" shall be the
interest rate per annum determined by the Administrative Agent to be the average
of the rates per annum at which deposits in dollars are offered for such
relevant Interest Period to major banks in the London interbank market in
London, England by the Administrative Agent at approximately 11:00 a.m. (London
time) on the date that is two Business Days prior to the beginning of such
Interest Period.

      "Lien" shall mean, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.

      "Loan Documents" shall mean this Agreement, the Letters of Credit, the
Guarantee Agreements, the Security Documents, the Amendment Agreement and the
Reaffirmation of Guarantee.

      "Loan Parties" shall mean the Borrower and the Guarantors.

      "Loans" shall mean the Revolving Loans, the Term Loans and the
Swingline Loans.

      "Margin Stock" shall have the meaning assigned to such term in Regulation
U.

<PAGE>
                                                                              19

      "Material Adverse Effect" shall mean (a) a materially adverse effect on
the business, results of operations, prospects or financial condition of
Holdings and its Subsidiaries, taken as a whole, (b) material impairment of the
ability of the Loan Parties to perform any of their obligations under the Loan
Documents or (c) material impairment of the rights of or benefits available to
the Lenders or the Collateral Agent under any Loan Document.

      "Material Indebtedness" shall mean Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Interest Rate
Protection or Other Hedging Agreements, of any one or more of Holdings, the
Borrower and the Subsidiaries in an aggregate principal amount exceeding
$5,000,000. For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of Holdings, the Borrower or any Subsidiary in
respect of any Interest Rate Protection Agreement or Other Hedging Agreement at
any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that Holdings, the Borrower or such Subsidiary would be required to
pay if such hedging agreement were terminated at such time.

      "Mortgaged Properties" shall mean the owned real properties of the Loan
Parties specified on Schedule 1.01(b).

      "Mortgages" shall mean the mortgages, deeds of trust, assignments of
leases and rents, modifications and other security documents delivered pursuant
to the Existing Credit Agreement, pursuant to clause (i) of Section 4.02(j) or
pursuant to Section 5.11, each substantially in the form of Exhibit D.

      "Multiemployer Plan" shall mean a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

      "Net Cash Proceeds" shall mean (a) with respect to any Asset Sale, the
cash proceeds (including cash proceeds subsequently received (but only as and
when received) in respect of noncash consideration initially received), net of
(i) selling expenses (including reasonable broker's fees or commissions, legal
fees, transfer and similar taxes and Holdings' good faith estimate of income
taxes paid or payable in connection with such sale), (ii) amounts provided as a
reserve, in accordance with GAAP, against any liabilities under any
indemnification obligations associated with such Asset Sale (provided that, to
the extent and at the time any such amounts are released from such reserve, such
amounts shall constitute Net Cash Proceeds), (iii) Holdings' good faith estimate
of payments required to be made with respect to unassumed liabilities relating
to the assets sold within 90 days of such Asset Sale (provided that, to the
extent such cash proceeds are not used to make payments in respect of such
unassumed liabilities within 90 days of such Asset Sale, such cash proceeds
shall constitute Net Cash Proceeds) and (iv) the principal amount, premium or
penalty, if any, interest and other amounts on any Indebtedness for borrowed
money which is secured by the asset sold in such Asset Sale and which is repaid
with such proceeds (other than any such Indebtedness assumed by the purchaser of
such asset), (b) with respect to any issuance or disposition of Indebtedness,
the cash proceeds thereof, net of all taxes and customary fees, commissions,
costs and other expenses incurred in connection therewith and (c) with respect
to any Equity
<PAGE>
                                                                              20


Issuance, the cash proceeds thereof, net of all customary fees, commissions,
costs and other expenses incurred in connection therewith.

      "New Term Lenders" shall mean those Lenders that have a Term Loan
Commitment.

      "Obligations" shall mean all obligations defined as "Obligations" in the
Guarantee Agreements and the Security Documents.

      "Other Hedging Agreement" shall mean any foreign exchange contracts,
currency swap agreements, commodity agreements or other similar agreements or
arrangements designed to protect against the fluctuations in currency or
commodity values.

      "Other Permitted Subordinated Debt" shall mean unsecured subordinated
Indebtedness of Holdings or the Borrower that (a) is not guaranteed by any
Subsidiary other than a Subsidiary Guarantor (on a subordinated basis, as
provided below), (b) does not mature or amortize or require any payment of
principal, and is not subject to any sinking fund requirement, prior to the
first anniversary of the Term Loan Maturity Date (other than pursuant to a
prepayment obligation), (c) is not convertible into or exchangeable into any
Indebtedness (other than Other Permitted Subordinated Debt exchanged therefor
pursuant to a registered exchange offer) or Equity Interest other than Qualified
Capital Stock and (d) is subordinated to the Obligations on terms customary in
the high yield debt market at the time of the incurrence thereof.

      "Other Taxes" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

      "Parent Guarantee Agreement" shall mean the Parent Guarantee Agreement
dated as of December 21, 2000, made by Holdings in favor of the Collateral Agent
for the benefit of the Secured Parties, a copy of which is attached as Exhibit
E.

      "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to and
defined in ERISA.

      "Perfection Certificate" shall mean the Perfection Certificate
substantially in the form of Annex 1 to the Security Agreement.

      "Permitted Acquisition" shall mean the acquisition by the Borrower or a
Wholly Owned Subsidiary of 100% of the Equity Interests of, or all or
substantially all the assets of, a person or line of business of such person
(referred to herein as the "Acquired Entity"); provided that (a) the Acquired
Entity shall be a going concern and shall be in a similar line of business as
that of the Borrower and its Subsidiaries as conducted during the current and
most recent calendar year and (b) at the time of such transaction and after
giving effect thereto, (i) no Event of Default or Default shall have occurred
and be continuing or shall exist, (ii) Holdings and the Borrower are in Pro
Forma Compliance and (iii) the aggregate consideration for all such acquisitions
consummated on or after the
<PAGE>
                                                                              21


Restatement Date (except to the extent the consideration therefor consists of
Equity Interests of Holdings, or is financed with the proceeds of the issuance
or sale of Equity Interests of Holdings (in each case, other than Disqualified
Stock)), shall not exceed (x) $100,000,000 for acquisitions financed with the
proceeds of the issuance or other disposition of Other Permitted Subordinated
Debt (provided that, immediately after giving effect to any acquisition effected
pursuant to this clause (x), there is at least $50,000,000 of unused Revolving
Credit Commitments) and (y) for all other acquisitions, the sum of (I)
$15,000,000 and (II) the Borrower's Portion of Excess Cash Flow.

      "Permitted Holders" shall mean (a)(i) FP, any FP fund or co-investment
partnership, (ii) any general or limited partner of any FP fund or co-investment
partnership (collectively, an "FP Partner"), and any corporation, partnership or
other entity that is an Affiliate of any FP Partner (collectively, "FP
Affiliates"), (iii) any managing director, general partner, director, limited
partner, officer or employee of an FP fund, any FP Partner or any FP Affiliate,
or any spouse, lineal descendant, sibling, parent, heir, executor,
administrator, testamentary trustee, legatee or beneficiary of any of the
foregoing persons described in this clause (iii) (collectively, "FP Associates")
and (iv) any trust, the beneficiaries of which, any charitable trust, the
grantor of which, or any corporation, limited liability company or partnership,
the stockholders, members or general or limited partners of which include only
FP, FP Partners, FP Affiliates, FP Associates, their spouses or their lineal
descendants; (b)(i) CVC, CVC/SSB Employee Fund, L.P., CVC Executive Fund LLC,
Natasha Foundation, Citicorp Venture Capital Ltd., any CVC fund or co-investment
partnership, Citigroup Inc. ("Citigroup"), any affiliate of Citigroup or any
general or limited partner of any CVC fund or co-investment partnership
(collectively, a "CVC Partner"), and any corporation, partnership or other
entity that is an Affiliate of Citigroup or any CVC Partner (collectively, "CVC
Affiliates"), (ii) any managing director, general partner, director, limited
partner, officer or employee of any CVC fund, any CVC Partner or any CVC
Affiliate, or any spouse, lineal descendant, sibling, parent, heir, executor,
administrator, testamentary trustee, legatee or beneficiary of any of the
foregoing persons described in this clause (ii) (collectively, "CVC Associates")
and (iii) any trust, the beneficiaries of which, any charitable trust, the
grantor of which, or any corporation, limited liability company or partnership,
the stockholders, members or general or limited partners of which include only
CVC, CVC Partners, CVC Affiliates, CVC Associates, their spouses or their lineal
descendants; and (c) officers and directors of the Borrower on the Restatement
Date.

      "person" shall mean any natural person, corporation, business trust, joint
venture, association, company, limited liability company, partnership or
government, or any agency or political subdivision thereof.

      "Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 307 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

      "Pledge Agreement" shall mean the Pledge Agreement dated as of December
21, 2000, as amended and restated as of the Restatement Date, between the
Borrower,
<PAGE>
                                                                              22


Holdings, the Subsidiaries party thereto and the Collateral Agent for the
benefit of the Secured Parties, the form of which is attached as Exhibit F.

      "Preferred Stock Redemption" shall have the meaning assigned to such term
in the preamble to this Agreement.

      "Pro Forma Basis" shall mean, with respect to compliance with any test or
covenant hereunder, compliance with such covenant or test after giving effect to
any proposed Permitted Acquisition (including pro forma adjustments arising out
of events which are directly attributable to the proposed Permitted Acquisition,
are factually supportable and are expected to have a continuing impact, in each
case determined on a basis consistent with Article 11 of Regulation S-X of the
Securities Act and as interpreted by the Staff of the Securities and Exchange
Commission which (to the extent consistent therewith) may include cost savings
resulting from head count reductions, closure of facilities and similar
restructuring charges or integration activities or other adjustments certified
by a Financial Officer of the Borrower, together with such other pro forma
adjustments certified by a Financial Officer of the Borrower as being reasonable
and having been made in good faith as may be reasonably acceptable to the
Administrative Agent) using, for purposes of determining such compliance, the
historical financial statements of all entities or assets so acquired or to be
acquired and the consolidated financial statements of Holdings and its
Subsidiaries which shall be reformulated as if such Permitted Acquisition, and
any other Permitted Acquisitions that have been consummated during the period,
and any Indebtedness or other liabilities incurred in connection with any such
Permitted Acquisitions had been consummated at the beginning of such period and
assuming that such Indebtedness bears interest during any portion of the
applicable measurement period prior to the relevant acquisition at the weighted
average of the interest rates applicable to outstanding Loans during such
period.

      "Pro Forma Compliance" shall mean, at any date of determination, that
Holdings and the Borrower shall be in pro forma compliance with the Financial
Covenants as of the last day of the most recent fiscal quarter-end (computed on
the basis of (a) balance sheet amounts as of the most recently completed fiscal
quarter, and (b) income statement amounts for the most recently completed period
of four consecutive fiscal quarters, in each case, for which financial
statements shall have been delivered to the Administrative Agent and calculated
on a Pro Forma Basis in respect of the event giving rise to such determination).

      "Pro Rata Percentage" of any Revolving Credit Lender at any time shall
mean the percentage of the Total Revolving Credit Commitment represented by such
Lender's Revolving Credit Commitment.

      "Properties" shall have the meaning given such term in Section 3.17.

      "Qualified Capital Stock" of any person shall mean any capital stock of
such person that is not Disqualified Stock.

      "Reaffirmation of Guarantee" shall mean the Reaffirmation of Guarantee to
be dated as of the Restatement Date, among the Guarantors and the Collateral
Agent,
<PAGE>
                                                                              23


pursuant to which Holdings and the Subsidiary Guarantors shall reaffirm their
respective obligations under the Parent Guarantee Agreement and the Subsidiary
Guarantee Agreement, the form of which is attached as Exhibit K.

      "Recapitalization Agreement" shall mean the Agreement and Plan of Merger
and Recapitalization, dated as of December 5, 2000, as amended as of December
21, 2000, by and among FP - McCartney, LLC, a Delaware limited liability
company, TBW LLC, a Delaware limited liability company, Japan Energy
Corporation, a corporation organized under the laws of Japan, GA-TEK Inc., an
Ohio corporation, Holdings, AMI Merger Company, Inc. and AMI Spinco, Inc.

      "Register" shall have the meaning given such term in Section 9.04(d).

      "Registration Statement" shall have the meaning assigned to such term in
the preamble to this Agreement.

      "Regulation T" shall mean Regulation T of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

      "Regulation U" shall mean Regulation U of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

      "Regulation X" shall mean Regulation X of the Board as from time to time
in effect and all official rulings and interpretations thereunder or thereof.

      "Related Fund" shall mean, with respect to any Lender that is a fund that
invests in bank loans, any other fund that invests in bank loans and is advised
or managed by the same investment advisor as such Lender or by an Affiliate of
such investment advisor.

      "Related Parties" shall mean, with respect to any specified person, such
person's Affiliates and the respective directors, officers, employees, agents
and advisors of such person and such person's Affiliates.

      "Release" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposing,
depositing, dispersing, emanating or migrating of any Hazardous Material in,
into, onto or through the environment.

      "Remedial Action" shall mean (a) "remedial action" as such term is defined
in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions required by any
Governmental Authority to: (i) clean up, remove, treat, abate or in any other
way address any Hazardous Material in the environment; (ii) prevent the Release
or threat of Release, or minimize the further Release of any Hazardous Material
so it does not migrate or endanger or threaten to endanger public health,
welfare or the environment; or (iii) perform studies and investigations in
connection with, or as a precondition to, (i) or (ii) above.

      "Required Lenders" shall mean, at any time, Lenders having Loans
(excluding Swingline Loans), L/C Exposure, Swingline Exposure and unused
Revolving Credit and
<PAGE>
                                                                              24


Term Loan Commitments representing more than 50% of the sum of all Loans
(excluding Swingline Loans) outstanding, L/C Exposure, Swingline Exposure and
unused Revolving Credit and Term Loan Commitments at such time.

      "Responsible Officer" of any person shall mean any executive officer or
Financial Officer of such person and any other officer or similar official
thereof responsible for the administration of the obligations of such
corporation in respect of this Agreement.

      "Restatement Date" shall mean the date on which the IPO is consummated and
each of the other conditions specified in Section 4.02 is satisfied.

      "Revolving Credit Borrowing" shall mean a Borrowing comprised of
Revolving Loans.

      "Revolving Credit Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Revolving Loans hereunder as set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Revolving Credit Commitment, as applicable, as the same may be (a)
reduced from time to time pursuant to Section 2.09, (b) increased from time to
time pursuant to Section 2.24 and (c) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04.

      "Revolving Credit Exposure" shall mean, with respect to any Lender at any
time, the aggregate principal amount at such time of all outstanding Revolving
Loans of such Lender, plus the aggregate amount at such time of such Lender's
L/C Exposure plus the aggregate amount at such time of such Lender's Swingline
Exposure.

      "Revolving Credit Lender" shall mean a Lender with a Revolving Credit
Commitment or outstanding Revolving Credit Exposure.

      "Revolving Credit Maturity Date" shall mean December 21, 2006.

      "Revolving Loans" shall mean the revolving loans made by the Lenders to
the Borrower pursuant to clause (b) of Section 2.01. Each Revolving Loan shall
be a Eurodollar Revolving Loan or an ABR Revolving Loan.

      "Secured Parties" shall have the meaning assigned to such term in the
Security Agreement.

      "Securities Act" shall mean the Securities Act of 1933, as amended.

      "Security Agreement" shall mean the Security Agreement dated as of
December 21, 2000, as amended and restated as of the Restatement Date, among the
Borrower, the Subsidiaries party thereto and the Collateral Agent for the
benefit of the Secured Parties, the form of which is attached as Exhibit G.

      "Security Documents" shall mean the Mortgages, the Security Agreement, the
Pledge Agreement and each of the security agreements, mortgages and other
instruments
<PAGE>
                                                                              25


and documents executed and delivered pursuant to any of the foregoing or
pursuant to Section 5.11.

      "Senior Leverage Ratio" shall mean, at any date of determination, the
ratio of Consolidated Senior Indebtedness on such date to Consolidated EBITDA
for the period of four consecutive fiscal quarters of the Borrower most recently
ended as of such date.

      "Series A Preferred Stock" shall mean the preferred stock designated as
"Series A Senior Preferred Stock" in the Restated Certificate of Incorporation
of Holdings (as in effect immediately prior to the Restatement Date).

      "Series B Preferred Stock" shall mean the preferred stock designated as
"Series B Junior Preferred Stock" in the Restated Certificate of Incorporation
of Holdings (as in effect immediately prior to the Restatement Date).

      "Shareholders Agreement" shall mean the Shareholders' Agreement dated as
of December 21, 2000, as the same may be amended from time to time, by and among
Holdings, FP-McCartney L.L.C., TBW LLC (as assigned to CVC, CVC/SSB Employee
Fund, L.P. and CVC Executive Fund LLC), Natasha Foundation, Merchant Capital,
Inc., GA-TEK Inc. (as assigned to Japan Energy Electronic Materials Inc.), and
any party that signs a joinder agreement thereto and the Permitted Transferees
(as defined in the Shareholders' Agreement) of any of the foregoing persons.

      "SPC" has the meaning specified in Section 9.04(i).

      "Statutory Reserves" shall mean a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board and any other banking authority, domestic or foreign,
to which the Administrative Agent or any Lender (including any branch,
Affiliate, or other fronting office making or holding a Loan) is subject for
Eurocurrency Liabilities (as defined in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities and to
be subject to such reserve requirements without benefit of or credit for
proration, exemptions or offsets that may be available from time to time to any
Lender under such Regulation D. Statutory Reserves shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

      "subsidiary" shall mean, with respect to any person (herein referred to as
the "parent"), any corporation, partnership, association or other business
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests are, at the time any determination
is being made, owned, controlled or held, or (b) that is, at the time any
determination is made, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.
<PAGE>
                                                                              26


      "Subsidiary" shall mean any subsidiary of Holdings or the Borrower.

      "Subsidiary Guarantee Agreement" shall mean the Subsidiary Guarantee
Agreement dated as of June 26, 2002, made by the Subsidiary Guarantors in favor
of the Collateral Agent for the benefit of the Secured Parties, a copy of which
is attached as Exhibit H.

      "Subsidiary Guarantor" shall mean each Subsidiary listed on Schedule
1.01(c), and each other Subsidiary that is or becomes a party to a Subsidiary
Guarantee Agreement.

      "Swingline Commitment" shall mean the commitment of the Swingline Lender
to make loans pursuant to Section 2.22, as the same may be reduced from time to
time pursuant to Section 2.09 or Section 2.22.

      "Swingline Exposure" shall mean at any time the aggregate principal amount
at such time of all outstanding Swingline Loans. The Swingline Exposure of any
Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the
aggregate Swingline Exposure at such time.

      "Swingline Lender" shall mean Credit Suisse First Boston, in its capacity
as lender of Swingline Loans.

      "Swingline Loan" shall mean any loan made by the Swingline Lender pursuant
to Section 2.22.

      "Taxes" shall mean any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

      "Tax Sharing Agreement" means any tax sharing agreement between the
Borrower and Holdings or any other person pursuant to which the Borrower is
required to, or is permitted to, file a consolidated tax return or pursuant to
which the Borrower is or could be part of a consolidated group for tax purposes.

      "Term Borrowing" shall mean a Borrowing comprised of Term Loans.

      "Term Loan Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Term Loans hereunder as set forth on Schedule
2.01, or in the Assignment and Acceptance pursuant to which such Lender assumed
its Term Loan Commitment, as applicable, as the same may be (a) reduced from
time to time pursuant to Section 2.09 and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 9.04.

      "Term Loan Maturity Date" shall mean September [  ], 2008.

      "Term Loan Repayment Date" shall have the meaning assigned to such term in
Section 2.11(a).
<PAGE>
                                                                              27


      "Term Loans" shall mean the term loans made by the New Term Lenders to the
Borrower pursuant to clause (a) of Section 2.01. Each Term Loan shall be either
a Eurodollar Term Loan or an ABR Term Loan.

      "Total Revolving Credit Commitment" shall mean, at any time, the aggregate
amount of the Revolving Credit Commitments, as in effect at such time. The
initial Total Revolving Credit Commitment is $75,000,000.

      "Transaction Costs" shall have the meaning assigned to such term in the
preamble to this Agreement.

      "Transactions" shall mean, collectively, the transactions to occur on the
Restatement Date (or, in the case of the Existing Notes Redemption, on the
Existing Notes Redemption Date), including (a) the consummation of the IPO, (b)
the borrowing of the Term Loans hereunder, (c) the prepayment of the Existing
Term Loans, together with accrued interest thereon, (d) the Existing Notes
Redemption, (e) the Preferred Stock Redemption, (f) the execution and delivery
of the Advisory Agreement Amendments and the making of the Advisory Agreement
Amendment Payment and (g) the payment of all Transaction Costs to be paid on or
prior to the Restatement Date and owing in connection with the foregoing.

      "Type", when used in respect of any Loan or Borrowing, shall refer to the
Rate by reference to which interest on such Loan or on the Loans comprising such
Borrowing is determined. For purposes hereof, the term "Rate" shall include the
Adjusted LIBO Rate and the Alternate Base Rate.

      "Voting Stock" shall mean any class or classes of, or any securities or
instruments convertible into any class or classes of, capital stock of Holdings
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the Board of Directors of
Holdings.

      "Wholly Owned Subsidiary" shall mean, as to any person, (a) any
corporation 100% of whose capital stock (other than director's and national
citizen qualifying shares) is at the time owned by such person and/or one or
more Wholly Owned Subsidiaries of such person and (b) any partnership,
association, joint venture, limited liability company or other entity in which
such person and/or one or more Wholly Owned Subsidiaries of such person has a
100% equity interest at such time.

      "Withdrawal Liability" shall mean liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

      SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". All references
herein to Articles, Sections, Exhibits and Schedules shall be deemed references
to Articles and Sections of, and Exhibits and
<PAGE>
                                                                              28


Schedules to, this Agreement unless the context shall otherwise require. Except
as otherwise expressly provided herein, (a) any reference in this Agreement to
any Loan Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time and (b) all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from
time to time; provided, however, that if the Borrower notifies the
Administrative Agent that the Borrower wishes to amend any covenant in Article
VI or any related definition to eliminate the effect of any change in GAAP
occurring after the date of this Agreement on the operation of such covenant (or
if the Administrative Agent notifies the Borrower that the Required Lenders wish
to amend Article VI or any related definition for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Lenders.

      SECTION 1.03. Pro Forma Calculations. With respect to any period during
which any Permitted Acquisition occurs as permitted pursuant to the terms
hereof, for purposes of determining compliance or Pro Forma Compliance with the
Financial Covenants, Consolidated EBITDA and Consolidated Interest Expense shall
be calculated with respect to such periods and such Permitted Acquisition on a
Pro Forma Basis.

      SECTION 1.04. Classification of Loans and Borrowings. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a "Revolving
Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g., a
"Eurodollar Revolving Loan"). Borrowings also may be classified and referred to
by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a "Eurodollar
Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving Borrowing").

      SECTION 1.05. Designation of Obligations. The Obligations hereunder,
including the Obligations in respect of the Term Loans, are hereby designated as
"Designated Senior Indebtedness" for all purposes of the Existing Notes and the
indenture related thereto, and shall be so designated in any indenture or other
definitive documentation for any Other Permitted Subordinated Debt.


                                   ARTICLE II

                                   The Credits

      SECTION 2.01. Commitments. Subject to the terms and conditions and relying
upon the representations and warranties herein set forth, each Lender agrees,
severally and not jointly, (a) to make a Term Loan to the Borrower on the
Restatement Date in a principal amount not to exceed its Term Loan Commitment,
and (b) to make Revolving Loans to the Borrower, at any time and from time to
time on or after the Business Day following the Closing Date, and until the
earlier of the Revolving Credit Maturity Date and the termination of the
Commitment of such Lender in accordance with the terms hereof, in an aggregate
principal amount at any time outstanding that will not result in such Lender's
Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment.
Within the limits set forth in clause (b) of the preceding sentence and
<PAGE>
                                                                              29


subject to the terms, conditions and limitations set forth herein, the Borrower
may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid
in respect of Term Loans may not be reborrowed. Holdings, the Borrower and the
Lenders acknowledge the making of Revolving Loans prior to the Restatement Date
in accordance with the terms of the Existing Credit Agreement and agree that
such Revolving Loans, if any, outstanding on the Restatement Date shall continue
to be outstanding pursuant to the terms and conditions of this Agreement and the
other Loan Documents.

      SECTION 2.02. Loans. (a) Each Loan (other than Swingline Loans) shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their applicable Commitments; provided, however, that the
failure of any Lender to make any Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that
no Lender shall be responsible for the failure of any other Lender to make any
Loan required to be made by such other Lender). Except for Loans deemed made
pursuant to Section 2.02(f), the Loans comprising any Borrowing shall be in an
aggregate principal amount that is (i) an integral multiple of $1,000,000 and
not less than $3,000,000 or (ii) equal to the remaining available balance of the
applicable Commitments.

      (b) Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant
to Section 2.03. Each Lender may at its option make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this
Agreement. Borrowings of more than one Type may be outstanding at the same time;
provided, however, that the Borrower shall not be entitled to request any
Borrowing that, if made, would result in more than 8 Eurodollar Borrowings
outstanding hereunder at any time. For purposes of the foregoing, Borrowings
having different Interest Periods, regardless of whether they commence on the
same date, shall be considered separate Borrowings.

      (c) Except with respect to Loans made pursuant to Section 2.02(f), each
Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds to such account in New
York City as the Administrative Agent may designate not later than 1:00 p.m.,
New York City time, and the Administrative Agent shall promptly credit the
amounts so received to an account as directed by the Borrower in the applicable
Borrowing Request or, if a Borrowing shall not occur on such date because any
condition precedent herein specified shall not have been met, return the amounts
so received to the respective Lenders.

      (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available then, to the extent that such Lender shall not
<PAGE>
                                                                              30


have made such portion available to the Administrative Agent, such Lender and
the Borrower severally agree to repay to the Administrative Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent at (i) in the case of the Borrower,
the interest rate applicable at the time to the Loans comprising such Borrowing
and (ii) in the case of such Lender, a rate determined by the Administrative
Agent to represent its cost of overnight or short-term funds (which
determination shall be conclusive absent manifest error). If such Lender shall
repay to the Administrative Agent such corresponding amount, such amount shall
constitute such Lender's Loan as part of such Borrowing for purposes of this
Agreement.

      (e) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request any Revolving Credit Borrowing if the Interest
Period requested with respect thereto would end after the Revolving Credit
Maturity Date.

      (f) If the Issuing Bank shall not have received from the Borrower the
payment required to be made by Section 2.23(e) within the time specified in such
Section, the Issuing Bank will promptly notify the Administrative Agent of the
L/C Disbursement and the Administrative Agent will promptly notify each
Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage
thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately
available funds to the Administrative Agent on such date (or, if such Revolving
Credit Lender shall have received such notice later than 12:00 (noon), New York
City time, on any day, not later than 10:00 a.m., New York City time, on the
immediately following Business Day), an amount equal to such Lender's Pro Rata
Percentage of such L/C Disbursement (it being understood that such amount shall
be deemed to constitute an ABR Revolving Loan of such Lender and such payment
shall be deemed to have reduced the L/C Exposure), and the Administrative Agent
will promptly pay to the Issuing Bank amounts so received by it from the
Revolving Credit Lenders. The Administrative Agent will promptly pay to the
Issuing Bank any amounts received by it from the Borrower pursuant to Section
2.23(e) prior to the time that any Revolving Credit Lender makes any payment
pursuant to this paragraph (f); any such amounts received by the Administrative
Agent thereafter will be promptly remitted by the Administrative Agent to the
Revolving Credit Lenders that shall have made such payments and to the Issuing
Bank, as their interests may appear. If any Revolving Credit Lender shall not
have made its Pro Rata Percentage of such L/C Disbursement available to the
Administrative Agent as provided above, such Lender and the Borrower severally
agree to pay interest on such amount, for each day from and including the date
such amount is required to be paid in accordance with this paragraph to but
excluding the date such amount is paid, to the Administrative Agent for the
account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum
equal to the interest rate applicable to Revolving Loans pursuant to Section
2.06(a), and (ii) in the case of such Lender, for the first such day, the
Federal Funds Effective Rate, and for each day thereafter, the Alternate Base
Rate.

      SECTION 2.03. Borrowing Procedure. In order to request a Borrowing (other
than a Swingline Loan or deemed Borrowing pursuant to Section 2.02(f), as to
which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax
to the Administrative
<PAGE>
                                                                              31


Agent a duly completed Borrowing Request (a) in the case of a Eurodollar
Borrowing, not later than 11:00 a.m., New York City time, three Business Days
before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later
than 11:00 a.m., New York City time, on the day of a proposed Borrowing (or,
with respect to the Borrowing of Term Loans of any Type on the Restatement Date,
such shorter notice as is reasonably acceptable to the Administrative Agent).
Each Borrowing Request shall be irrevocable (other than any Borrowing Request
with respect to the Borrowing of Term Loans on the Restatement Date), shall be
signed by or on behalf of the Borrower and shall specify the following
information: (i) whether the Borrowing then being requested is to be a Term
Borrowing or a Revolving Credit Borrowing, and whether such Borrowing is to be a
Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which
shall be a Business Day), (iii) the number and location of the account to which
funds are to be disbursed (which shall be an account that complies with the
requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if
such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect
thereto; provided, however, that, notwithstanding any contrary specification in
any Borrowing Request, each requested Borrowing shall comply with the
requirements set forth in Section 2.02. If no election as to the Type of
Borrowing is specified in any such notice, then the requested Borrowing shall be
an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing
is specified in any such notice, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration. The Administrative Agent
shall promptly advise the applicable Lenders of any notice given pursuant to
this Section 2.03 (and the contents thereof), and of each Lender's portion of
the requested Borrowing.

      SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent (i) for the
account of each Lender holding Term Loans, the principal amount of each Term
Loan of such Lender as provided in Section 2.11 and (ii) for the account of each
Revolving Credit Lender, the then unpaid principal amount of each Revolving Loan
of such Lender on the Revolving Credit Maturity Date. The Borrower hereby
unconditionally promises to pay to the Swingline Lender the then unpaid
principal amount of each Swingline Loan on the earlier of the Revolving Credit
Maturity Date and the first date after such Swingline Loan is made that is the
15th day or the last day of a calendar month and is at least three Business Days
after such Swingline Loan is made.

      (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender from time to time, including the
amounts of principal and interest payable and paid such Lender from time to time
under this Agreement.

      (c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower or any Guarantor and each Lender's share thereof.
<PAGE>
                                                                              32


      (d) The entries made in the accounts maintained pursuant to paragraphs (b)
and (c) above shall be prima facie evidence of the existence and amounts of the
obligations therein recorded; provided, however, that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligations of the Borrower to repay the Loans in
accordance with their terms.


      (e) Any Lender may request that the Loans made by it hereunder be
evidenced by a promissory note. In such event, the Borrower shall execute and
deliver to such Lender a promissory note payable to such Lender and its
registered assigns and in a form and substance reasonably acceptable to the
Administrative Agent and the Borrower. Notwithstanding any other provision of
this Agreement, in the event any Lender shall request and receive such a
promissory note, the interests represented by such note shall at all times
(including after any assignment of all or part of such interests pursuant to
Section 9.04) be represented by one or more promissory notes payable to the
payee named therein or its registered assigns.

      SECTION 2.05. Fees. (a) The Borrower agrees to pay to each Lender, through
the Administrative Agent, on the last Business Day of March, June, September and
December in each year and on each date on which the Revolving Credit Commitment
of such Lender shall expire or be terminated as provided herein, a commitment
fee (a "Commitment Fee") equal to 1/2 of 1% per annum on the daily unused amount
of the Revolving Credit Commitment of such Lender during the preceding quarter
(or other period commencing with the Closing Date or the first date on which
such Lender shall have a Revolving Credit Commitment and ending with the
Revolving Credit Maturity Date or the date on which the Revolving Credit
Commitment of such Lender shall expire or be terminated). All Commitment Fees
shall be computed on the basis of the actual number of days elapsed in a year of
360 days. The Commitment Fee due to each Lender shall commence to accrue on the
Closing Date (or if later, the first date on which such Lender shall have a
Revolving Credit Commitment) and shall cease to accrue on the date on which the
Revolving Credit Commitment of such Lender shall expire or be terminated as
provided herein. For purposes of calculating Commitment Fees only, no portion of
the Revolving Credit Commitments shall be deemed utilized under Section 2.17 as
a result of outstanding Swingline Loans.

      (b) The Borrower agrees to pay to the Administrative Agent, for its own
account, the administrative fees separately agreed to by the Borrower and the
Administrative Agent (the "Administrative Agent Fees").

      (c) The Borrower agrees to pay (i) to each Revolving Credit Lender,
through the Administrative Agent, on the last Business Day of March, June,
September and December of each year and on the date on which the Revolving
Credit Commitment of such Lender shall be terminated as provided herein, a fee
(an "L/C Participation Fee") calculated on such Lender's Pro Rata Percentage of
the daily aggregate L/C Exposure (excluding the portion thereof attributable to
unreimbursed L/C Disbursements) during the preceding quarter (or shorter period
commencing with the Closing Date or ending with the Revolving Credit Maturity
Date or the date on which all Letters of Credit have been canceled or have
expired and the Revolving Credit Commitments of all Lenders
<PAGE>
                                                                              33


shall have been terminated) at a rate equal to the Applicable Percentage from
time to time used to determine the interest rate on Revolving Credit Borrowings
comprised of Eurodollar Loans pursuant to Section 2.06, and (ii) to the Issuing
Bank with respect to each Letter of Credit, on the last Business Day of March,
June, September and December of each year and on the Revolving Credit Maturity
Date, a fronting fee equal to a rate per annum to be agreed upon on the
aggregate outstanding face amount of such Letter of Credit (the "Issuing Bank
Fees"). All L/C Participation Fees and Issuing Bank Fees shall be computed on
the basis of the actual number of days elapsed in a year of 360 days.

      (d) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that the Issuing Bank Fees shall be paid directly to
the Issuing Bank. Once paid, none of the Fees shall be refundable under any
circumstances.

      SECTION 2.06. Interest on Loans. (a) Subject to the provisions of Section
2.07, the Loans comprising each ABR Borrowing, including each Swingline Loan,
shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate
is determined by reference to the Prime Rate and over a year of 360 days at all
other times) at a rate per annum equal to the Alternate Base Rate plus the
Applicable Percentage in effect from time to time.

      (b) Subject to the provisions of Section 2.07, the Loans comprising each
Eurodollar Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 360 days) at a rate per annum equal to the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Percentage in effect from time to time.

      (c) Interest on each Loan shall be payable on the Interest Payment Dates
applicable to such Loan except as otherwise provided in this Agreement. The
applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or
day within an Interest Period, as the case may be, shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

      SECTION 2.07. Default Interest. If the Borrower shall default in the
payment of the principal of or interest on any Loan or any other amount becoming
due hereunder, by acceleration or otherwise, or under any other Loan Document,
the Borrower shall on demand from time to time pay interest, to the extent
permitted by law, on such defaulted amount to but excluding the date of actual
payment (after as well as before judgment) (a) in the case of overdue principal,
at the rate otherwise applicable to such Loan pursuant to Section 2.06 plus
2.00% per annum and (b) in all other cases, at a rate per annum (computed on the
basis of the actual number of days elapsed over a year of 365 or 366 days, as
the case may be, when determined by reference to the Prime Rate and over a year
of 360 days at all other times) equal to the rate that would be applicable to an
ABR Revolving Loan plus 2.00%.

      SECTION 2.08. Alternate Rate of Interest. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined that dollar
<PAGE>
                                                                              34


deposits in the principal amounts of the Loans comprising such Borrowing are not
generally available in the London interbank market, or that the rates at which
such dollar deposits are being offered will not adequately and fairly reflect
the cost to any Lender of making or maintaining its Eurodollar Loan during such
Interest Period, or that reasonable means do not exist for ascertaining the
Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable
thereafter, give written or fax notice of such determination to the Borrower and
the Lenders. In the event of any such determination, until the Administrative
Agent shall have advised the Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist, any request by the Borrower for a
Eurodollar Borrowing pursuant to Section 2.03 or 2.10 shall be deemed to be a
request for an ABR Borrowing. Each determination by the Administrative Agent
hereunder shall be conclusive absent manifest error.

      SECTION 2.09. Termination and Reduction of Commitments. (a) The Term Loan
Commitments shall automatically terminate upon the earlier to occur of (i) the
making of the Term Loans on the Restatement Date and (ii) 5:00 p.m., New York
City time, on October 15, 2003. The Revolving Credit Commitments, the L/C
Commitment and the Swingline Commitment shall automatically terminate on the
Revolving Credit Maturity Date.

      (b) Upon at least three Business Days' prior irrevocable written or fax
notice to the Administrative Agent, the Borrower may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the Term
Loan Commitments or the Revolving Credit Commitments; provided, however, that
(i) each partial reduction of the Term Loan Commitments or the Revolving Credit
Commitments shall be in an integral multiple of $1,000,000 and in a minimum
amount of $5,000,000 and (ii) the Total Revolving Credit Commitment shall not be
reduced to an amount that is less than the Aggregate Revolving Credit Exposure
at the time.

      (c) Each reduction in the Term Loan Commitments or the Revolving Credit
Commitments hereunder shall be made ratably among the Lenders in accordance with
their respective applicable Commitments. The Borrower shall pay to the
Administrative Agent for the account of the applicable Lenders, on the date of
each termination or reduction, the Commitment Fees on the amount of the
Commitments so terminated or reduced accrued to but excluding the date of such
termination or reduction.

      SECTION 2.10. Conversion and Continuation of Borrowings. The Borrower
shall have the right at any time upon prior irrevocable notice to the
Administrative Agent (a) not later than 11:00 am., New York City time, on the
day of conversion, to convert any Eurodollar Borrowing into an ABR Borrowing,
(b) not later than 10:00 a.m., New York City time, three Business Days prior to
conversion or continuation, to convert any ABR Borrowing into a Eurodollar
Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for
an additional Interest Period, and (c) not later than 10:00 a.m., New York City
time, three Business Days prior to conversion, to convert the Interest Period
with respect to any Eurodollar Borrowing to another permissible Interest Period,
subject in each case to the following:
<PAGE>
                                                                              35


            (i) each conversion or continuation shall be made pro rata among the
      Lenders in accordance with the respective principal amounts of the Loans
      comprising the converted or continued Borrowing;

            (ii) if less than all the outstanding principal amount of any
      Borrowing shall be converted or continued, then each resulting Borrowing
      shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b)
      regarding the principal amount and maximum number of Borrowings of the
      relevant Type;

            (iii) each conversion shall be effected by each Lender and the
      Administrative Agent by recording for the account of such Lender the new
      Loan of such Lender resulting from such conversion and reducing the Loan
      (or portion thereof) of such Lender being converted by an equivalent
      principal amount; accrued interest on any Eurodollar Loan (or portion
      thereof) being converted shall be paid by the Borrower at the time of
      conversion;

            (iv) if any Eurodollar Borrowing is converted at a time other than
      the end of the Interest Period applicable thereto, the Borrower shall pay,
      upon demand, any amounts due to the Lenders pursuant to Section 2.16;

            (v)   any portion of a Borrowing maturing or required to be
      repaid in less than one month may not be converted into or
      continued as a Eurodollar Borrowing;

            (vi) any portion of a Eurodollar Borrowing that cannot be converted
      into or continued as a Eurodollar Borrowing by reason of the immediately
      preceding clause shall be automatically converted at the end of the
      Interest Period in effect for such Borrowing into an ABR Borrowing;

            (vii) no Interest Period may be selected for any Eurodollar Term
      Borrowing that would end later than a Term Loan Repayment Date occurring
      on or after the first day of such Interest Period if, after giving effect
      to such selection, the aggregate outstanding amount of (A) the Eurodollar
      Term Borrowings with Interest Periods ending on or prior to such Term Loan
      Repayment Date and (B) the ABR Term Borrowings would not be at least equal
      to the principal amount of Term Borrowings to be paid on such Term Loan
      Repayment Date; and

            (viii) upon notice to the Borrower from the Administrative Agent
      given at the request of the Required Lenders, after the occurrence and
      during the continuance of a Default or Event of Default, no outstanding
      Loan may be converted into, or continued as, a Eurodollar Loan.

      Each notice pursuant to this Section 2.10 shall be irrevocable and shall
refer to this Agreement and specify (i) the identity and amount of the Borrowing
that the Borrower requests be converted or continued, (ii) whether such
Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR
Borrowing, (iii) if such notice requests a conversion, the date of such
conversion (which shall be a Business Day) and (iv) if such Borrowing is to be
converted to or continued as a Eurodollar Borrowing, the Interest Period with
respect thereto. If no Interest Period is specified in any such
<PAGE>
                                                                              36


notice with respect to any conversion to or continuation as a Eurodollar
Borrowing, the Borrower shall be deemed to have selected an Interest Period of
one month's duration. The Administrative Agent shall advise the Lenders of any
notice given pursuant to this Section 2.10 and of each Lender's portion of any
converted or continued Borrowing. If the Borrower shall not have given notice in
accordance with this Section 2.10 to continue any Borrowing into a subsequent
Interest Period (and shall not otherwise have given notice in accordance with
this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end
of the Interest Period applicable thereto (unless repaid pursuant to the terms
hereof), automatically be continued into an ABR Borrowing.

      SECTION 2.11. Repayment of Term Borrowings. (a) The Borrower shall pay to
the Administrative Agent, for the account of the Lenders, on the dates set forth
below, or if any such date is not a Business Day, on the next preceding Business
Day (each such date being a "Term Loan Repayment Date"), a principal amount of
the Term Loans (as adjusted from time to time pursuant to Sections 2.11(b), 2.12
and 2.13(f)) equal to the amount set forth below for such date, together in each
case with accrued and unpaid interest on the principal amount to be paid to but
excluding the date of such payment:

<TABLE>
<CAPTION>
Date                                 Amount
----                                 ------
<S>                               <C>
December 31, 2003                 $    312,500
March 31, 2004                    $    312,500
June 30, 2004                     $    312,500
September 30, 2004                $    312,500
December 31, 2004                 $    312,500
March 31, 2005                    $    312,500
June 30, 2005                     $    312,500
September 30, 2005                $    312,500
December 31, 2005                 $    312,500
March 31, 2006                    $    312,500
June 30, 2006                     $    312,500
September 30, 2006                $    312,500
December 31, 2006                 $    312,500
March 31, 2007                    $    312,500
June 30, 2007                     $    312,500
September 30, 2007                $    312,500
December 31, 2007                 $    312,500
March 31, 2008                    $    312,500
June 30, 2008                     $    312,500
Term Loan Maturity Date           $119,062,500
</TABLE>

      (b) In the event and on each occasion that any Term Loan Commitment shall
be reduced or shall expire or terminate other than as a result of the making of
a Term Loan, the installments payable on each Term Loan Repayment Date shall be
reduced pro rata by an aggregate amount equal to the amount of such reduction,
expiration or termination.
<PAGE>
                                                                              37


      (c) To the extent not previously paid, all Term Loans shall be due and
payable on the Term Loan Maturity Date, together with accrued and unpaid
interest on the principal amount to be paid to but excluding the date of
payment.

      (d) All repayments pursuant to this Section 2.11 shall be subject to
Section 2.16, but shall otherwise be without premium or penalty.

      SECTION 2.12. Prepayment. (a) The Borrower shall have the right at any
time and from time to time to prepay any Borrowing, in whole or in part, upon at
least three Business Days' prior written or fax notice (or telephone notice
promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or
written or fax notice (or telephone notice promptly confirmed by written or fax
notice) on or prior to the date of prepayment in the case of ABR Loans, to the
Administrative Agent before 11:00 a.m., New York City time; provided, however,
that each partial prepayment shall be in an amount that is an integral multiple
of $1,000,000 and not less than $3,000,000.

      (b) Optional prepayments of Term Loans shall be applied pro rata against
the remaining scheduled installments of principal due in respect of the Term
Loans under Section 2.11(a).

      (c) Each notice of prepayment shall specify the prepayment date and the
principal amount of each Borrowing (or portion thereof) to be prepaid, shall be
irrevocable and shall commit the Borrower to prepay such Borrowing by the amount
stated therein on the date stated therein. All prepayments under this Section
2.12 shall be subject to Section 2.16 but otherwise without premium or penalty.
All prepayments of Eurodollar Loans under this Section 2.12 shall be accompanied
by accrued interest on the principal amount being prepaid to the date of
payment. Interest on any ABR Loan prepaid under this Section 2.12 shall be paid
on the next Interest Payment Date applicable to such Loan that follows the date
of such prepayment.

      SECTION 2.13. Mandatory Prepayments. (a) In the event of any termination
of all the Revolving Credit Commitments, the Borrower shall, on the date of such
termination, repay or prepay all its outstanding Revolving Credit Borrowings and
all outstanding Swingline Loans and replace all outstanding Letters of Credit
and/or deposit an amount equal to the L/C Exposure in cash in a cash collateral
account established with the Collateral Agent for the benefit of the Secured
Parties. In the event of any partial reduction of the Revolving Credit
Commitments, then (i) at or prior to the effective date of such reduction, the
Administrative Agent shall notify the Borrower and the Revolving Credit Lenders
of the Aggregate Revolving Credit Exposure after giving effect thereto and (ii)
if the Aggregate Revolving Credit Exposure would exceed the Total Revolving
Credit Commitment after giving effect to such reduction or termination, then the
Borrower shall, on the date of such reduction or termination, repay or prepay
Revolving Credit Borrowings or Swingline Loans (or a combination thereof) and/or
replace or cash collateralize outstanding Letters of Credit in an amount
sufficient to eliminate such excess.

      (b) Not later than the tenth day following the receipt of any Net Cash
Proceeds of any Asset Sale, the Borrower shall apply 100% of the Net Cash
Proceeds received with
<PAGE>
                                                                              38


respect thereto to prepay outstanding Term Loans in accordance with Section
2.13(f); provided that, if the Borrower shall deliver to the Administrative
Agent a certificate of a Financial Officer of the Borrower to the effect that
the Borrower and the Subsidiaries intend to apply the Net Cash Proceeds from
such Asset Sale (or a portion thereof specified in such certificate) within 330
days after receipt thereof, to acquire real property, equipment or other assets
to be used in the business of the Borrower and the Subsidiaries, and certifying
that no Default has occurred and is continuing, then no prepayment shall be
required pursuant to this paragraph in respect of the Net Cash Proceeds of such
Asset Sale (or the portion thereof specified in such certificate, if applicable)
except to the extent of any such Net Cash Proceeds that have not been so applied
by the end of such 330-day period, at which time a prepayment shall be required
in an amount equal to such Net Cash Proceeds that have not been so applied.

      (c) In the event and on each occasion that an Equity Issuance occurs, the
Borrower shall, substantially simultaneously with (and in any event not later
than the third Business Day next following) the occurrence of such Equity
Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding
Term Loans in accordance with Section 2.13(f).

      (d) No later than the earlier of (i) 90 days after the end of each fiscal
year of the Borrower (commencing with the fiscal year ending on December 31,
2004) and (ii) the date on which the financial statements with respect to such
fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall prepay
outstanding Term Loans in accordance with Section 2.13(f) in an aggregate
principal amount equal to 50% of Excess Cash Flow for such fiscal year;
provided, however, that such prepayment shall not be required if the Senior
Leverage Ratio at the end of such fiscal year shall be less than 1.25 to 1.00.

      (e) In the event that any Loan Party or any subsidiary of a Loan Party
shall receive Net Cash Proceeds from the issuance or other disposition of
Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan
Party (including Other Permitted Subordinated Debt, but excluding all other
Indebtedness for money borrowed permitted pursuant to Section 6.01), the
Borrower shall, substantially simultaneously with (and in any event not later
than the first Business Day next following) the receipt of such Net Cash
Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of
such Net Cash Proceeds to prepay outstanding Term Loans in accordance with
Section 2.13(f) (and if, in the case of any issuance or other disposition of
Other Permitted Subordinated Debt, there are no Term Loans outstanding after
giving effect to any such prepayment, the remaining Net Cash Proceeds thereof,
if any, shall be applied to repay outstanding Revolving Loans to the extent
thereof); provided that, if the Borrower shall deliver to the Administrative
Agent a certificate of a Financial Officer of the Borrower to the effect that
the Borrower and the Subsidiaries intend to apply the Net Cash Proceeds from the
issuance or disposition of any Other Permitted Subordinated Debt (or a portion
thereof specified in such certificate) (x) to finance the cash consideration
payable in a Permitted Acquisition to be consummated substantially
contemporaneously with the receipt thereof or (y) to fund Capital Expenditures
within 365 days after the receipt thereof, and in either case certifying that no
Default has occurred and is continuing, then
<PAGE>
                                                                              39


no prepayment shall be required pursuant to this paragraph in respect of the Net
Cash Proceeds of such issuance or other disposition of Other Permitted
Subordinated Debt (or the portion thereof specified in such certificate, if
applicable) except to the extent of any such Net Cash Proceeds that have not
been so applied (I) within 15 days, in the case of clause (x) above, or (II) by
the end of such 365-day period, in the case of clause (y) above, at which time a
prepayment shall be required in an amount equal to such Net Cash Proceeds that
have not been so applied.

      (f) Mandatory prepayments of outstanding Term Loans under this Agreement
shall be applied pro rata against the remaining scheduled installments of
principal due in respect of the Term Loans under Section 2.11(a); provided,
however, that any such mandatory prepayment pursuant to Section 2.13(d) shall be
applied first, to the scheduled installments due in respect of the Term Loans
within the 12 months following such prepayment and then pro rata against the
remaining scheduled installments of principal due in respect to the Term Loans.

      (g) The Borrower shall deliver to the Administrative Agent, at the time of
each prepayment required under this Section 2.13, (i) a certificate signed by a
Financial Officer of the Borrower setting forth in reasonable detail the
calculation of the amount of such prepayment and (ii) to the extent practicable,
at least three days prior written notice of such prepayment. Each notice of
prepayment shall specify the prepayment date, the Type of each Loan being
prepaid and the principal amount of each Loan (or portion thereof) to be
prepaid, and if such notice relates to a mandatory prepayment pursuant to
Section 2.13(d), that fact shall be conspicuously indicated in such notice. All
prepayments of Borrowings under this Section 2.13 shall be subject to Section
2.16, but shall otherwise be without premium or penalty.

      (h) Amounts to be applied pursuant to this Section 2.13 or Section 2.11(a)
to the prepayment or repayment of Term Loans and Revolving Loans shall be
applied, as applicable, first to reduce outstanding ABR Term Loans and ABR
Revolving Loans. Any amounts remaining after each such application shall, at the
option of the Borrower, be applied to prepay Eurodollar Term Loans or Eurodollar
Revolving Loans, as the case may be, immediately and/or shall be deposited in
the Prepayment Account (as defined below). The Administrative Agent shall apply
any cash deposited in the Prepayment Account (i) allocable to Term Loans to
prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans to prepay
Eurodollar Revolving Loans, in each case on the last day of their respective
Interest Periods (or, at the direction of the Borrower, on any earlier date)
until all outstanding Term Loans or Revolving Loans, as the case may be, have
been prepaid or until all the allocable cash on deposit with respect to such
Loans has been exhausted. For purposes of this Agreement, the term "Prepayment
Account" shall mean an account established by the Borrower with the
Administrative Agent and over which the Administrative Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal for
application in accordance with this paragraph (h). The Administrative Agent
will, at the request of the Borrower, invest amounts on deposit in the
Prepayment Account in Cash Equivalents that mature prior to the last day of the
applicable Interest Periods of the Eurodollar Term Borrowings or Eurodollar
Revolving Borrowings to be prepaid, as the case may be; provided, however, that
(i) the
<PAGE>
                                                                              40


Administrative Agent shall not be required to make any investment that, in its
sole judgment, would require or cause the Administrative Agent to be in, or
would result in any, violation of any law, statute, rule or regulation and (ii)
the Administrative Agent shall have no obligation to invest amounts on deposit
in the Prepayment Account if a Default or Event of Default shall have occurred
and be continuing. The Borrower shall indemnify the Administrative Agent for any
losses relating to the investments so that the amount available to prepay
Eurodollar Borrowings on the last day of the applicable Interest Period is not
less than the amount that would have been available had no investments been made
pursuant thereto. Other than any interest earned on such investments, the
Prepayment Account shall not bear interest. Interest or profits, if any, on such
investments shall be deposited in the Prepayment Account and reinvested and
disbursed as specified above. If the maturity of the Loans has been accelerated
pursuant to Article VII, the Administrative Agent may, in its sole discretion,
apply all amounts on deposit in the Prepayment Account to satisfy any of the
Obligations. The Borrower hereby grants to the Administrative Agent, for its
benefit and the benefit of the Issuing Bank and the Lenders, a security interest
in the Prepayment Account to secure the Obligations.

      SECTION 2.14. Reserve Requirements; Change in Circumstances. (a)
Notwithstanding any other provision of this Agreement, if after the Closing Date
(or, in the case of any New Term Lender, the Restatement Date) any change in
applicable law or regulation or in the interpretation or administration thereof
by any Governmental Authority charged with the interpretation or administration
thereof (whether or not having the force of law) shall impose, modify or deem
applicable any reserve, special deposit or similar requirement against assets
of, deposits with or for the account of or credit extended by any Lender or the
Issuing Bank (except any such reserve requirement which is reflected in the
Adjusted LIBO Rate) or shall impose on such Lender or the Issuing Bank or the
London interbank market any other condition affecting this Agreement or
Eurodollar Loans made by such Lender or any Letter of Credit or participation
therein, and the result of any of the foregoing shall be to increase the cost to
such Lender or the Issuing Bank of making or maintaining any Eurodollar Loan or
increase the cost to any Lender of issuing or maintaining any Letter of Credit
or purchasing or maintaining a participation therein or to reduce the amount of
any sum received or receivable by such Lender or the Issuing Bank hereunder
(whether of principal, interest or otherwise) by an amount deemed by such Lender
or the Issuing Bank to be material, then the Borrower will pay to such Lender or
the Issuing Bank, as the case may be, upon demand such additional amount or
amounts as will compensate such Lender or the Issuing Bank, as the case may be,
for such additional costs incurred or reduction suffered.

      (b) If any Lender or the Issuing Bank shall have determined that the
adoption after the Closing Date (or, in the case of any New Term Lender, the
Restatement Date) of any law, rule, regulation, agreement or guideline regarding
capital adequacy, or any change after the Closing Date (or in the case of any
New Term Lender, the Restatement Date) in any such law, rule, regulation,
agreement or guideline (whether such law, rule, regulation, agreement or
guideline has been adopted) or in the interpretation or administration thereof
by any Governmental Authority charged with the interpretation or
<PAGE>
                                                                              41


administration thereof, or compliance by any Lender (or any lending office of
such Lender) or the Issuing Bank or any Lender's or the Issuing Bank's holding
company with any request or directive regarding capital adequacy (whether or not
having the force of law) of any Governmental Authority has or would have the
effect of reducing the rate of return on such Lender's or the Issuing Bank's
capital or on the capital of such Lender's or the Issuing Bank's holding
company, if any, as a consequence of this Agreement or the Loans made or
participations in Letters of Credit purchased by such Lender pursuant hereto or
the Letters of Credit issued by the Issuing Bank pursuant hereto to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company could have achieved but for such applicability, adoption,
change or compliance (taking into consideration such Lender's or the Issuing
Bank's policies and the policies of such Lender's or the Issuing Bank's holding
company with respect to capital adequacy) by an amount deemed by such Lender or
the Issuing Bank to be material, then from time to time the Borrower shall pay
to such Lender or the Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or the Issuing Bank or such Lender's
or the Issuing Bank's holding company for any such reduction suffered.

      (c) A certificate of a Lender or the Issuing Bank, setting forth in
reasonable detail the reason therefor, the amount or amounts necessary to
compensate such Lender or the Issuing Bank or its holding company, as
applicable, as specified in paragraph (a) or (b) above, and the calculation
thereof, shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender or the Issuing Bank the
amount shown as due on any such certificate delivered by it within 10 days after
its receipt of the same.

      (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be under any obligation to compensate any Lender or
the Issuing Bank under paragraph (a) or (b) above with respect to increased
costs or reductions with respect to any period prior to the date that is six
months prior to such request if such Lender or the Issuing Bank knew or could
reasonably have been expected to be aware of the circumstances giving rise to
such increased costs or reductions and of the fact that such circumstances would
in fact result in a claim for increased compensation by reason of such increased
costs or reductions; provided further that the foregoing limitation shall not
apply to any increased costs or reductions arising out of the retroactive
application of any law, regulation, rule, guideline or directive as aforesaid
within such six-month period. The protection of this Section shall be available
to each Lender and the Issuing Bank regardless of any possible contention of the
invalidity or inapplicability of the law, rule, regulation, agreement, guideline
or other change or condition that shall have occurred or been imposed.

      SECTION 2.15. Change in Legality. (a) Notwithstanding any other provision
of this Agreement, if, after the Closing Date (or, in the case of any New Term
Lender, the Restatement Date), any change in any law or regulation or in the
interpretation thereof by
<PAGE>
                                                                              42


any Governmental Authority charged with the administration or interpretation
thereof shall make it unlawful for any Lender to make or maintain any Eurodollar
Loan or to give effect to its obligations as contemplated hereby with respect to
any Eurodollar Loan, then, by written notice to the Borrower and to the
Administrative Agent:

            (i) such Lender may declare that Eurodollar Loans will not
      thereafter (for the duration of such unlawfulness) be made by such Lender
      hereunder (or be continued for additional Interest Periods and ABR Loans
      will not thereafter (for such duration) be converted into Eurodollar
      Loans), whereupon any request for a Eurodollar Borrowing (or to convert an
      ABR Borrowing to a Eurodollar Borrowing or to continue a Eurodollar
      Borrowing for an additional Interest Period) shall, as to such Lender
      only, be deemed a request for an ABR Loan (or a request to continue an ABR
      Loan as such for an additional Interest Period or to convert a Eurodollar
      Loan into an ABR Loan, as the case may be), unless such declaration shall
      be subsequently withdrawn; and

            (ii) such Lender may require that all outstanding Eurodollar Loans
      made by it be converted to ABR Loans, in which event all such Eurodollar
      Loans shall be automatically converted to ABR Loans as of the effective
      date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting from the conversion of,
such Eurodollar Loans.

      (b) For purposes of this Section 2.15, a notice to the Borrower by any
Lender shall be effective as to each Eurodollar Loan made by such Lender, if
lawful, on the last day of the Interest Period currently applicable to such
Eurodollar Loan; in all other cases such notice shall be effective on the date
of receipt by the Borrower.

      SECTION 2.16. Indemnity. The Borrower shall indemnify each Lender against
any loss or expense that such Lender may sustain or incur as a consequence of
(a) any event, other than a default by such Lender in the performance of its
obligations hereunder, which results in (i) such Lender receiving or being
deemed to receive any amount on account of the principal of any Eurodollar Loan
prior to the end of the Interest Period in effect therefor, (ii) the conversion
of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period
with respect to any Eurodollar Loan, in each case other than on the last day of
the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made
by such Lender (including any Eurodollar Loan to be made pursuant to a
conversion or continuation under Section 2.10) not being made after notice of
such Loan shall have been given by the Borrower hereunder (any of the events
referred to in this clause (a) being called a "Breakage Event") or (b) any
default in the making of any payment or prepayment required to be made
hereunder. In the case of any Breakage Event, such loss shall include an amount
equal to the excess, as reasonably determined by such Lender, of (i) its cost of
obtaining funds for the Eurodollar Loan that is the subject of such Breakage
Event for the period from the date of such Breakage Event to the last
<PAGE>
                                                                              43


day of the Interest Period in effect (or that would have been in effect) for
such Loan over (ii) the amount of interest likely to be realized by such Lender
in redeploying the funds released or not utilized by reason of such Breakage
Event for such period. A certificate of any Lender setting forth any amount or
amounts which such Lender is entitled to receive pursuant to this Section 2.16
shall be delivered to the Borrower and shall be conclusive absent manifest
error.

      SECTION 2.17. Pro Rata Treatment. Except as provided below in this Section
2.17 with respect to Swingline Loans and as required under Section 2.15, each
Borrowing, each payment or prepayment of principal of any Borrowing, each
payment of interest on the Loans, each payment of the Commitment Fees and the
L/C Participation Fees, each reduction of the Term Loan Commitments or the
Revolving Credit Commitments and each conversion of any Borrowing to or
continuation of any Borrowing as a Borrowing of any Type shall be allocated pro
rata among the Lenders in accordance with their respective applicable
Commitments (or, if such Commitments shall have expired or been terminated, in
accordance with the respective principal amounts of their outstanding Loans).
For purposes of determining the available Revolving Credit Commitments of the
Lenders at any time, each outstanding Swingline Loan shall be deemed to have
utilized the Revolving Credit Commitments of the Lenders (including those
Lenders which shall not have made Swingline Loans) pro rata in accordance with
such respective Revolving Credit Commitments. Each Lender agrees that in
computing such Lender's portion of any Borrowing to be made hereunder, the
Administrative Agent may, in its discretion, round each Lender's percentage of
such Borrowing to the next higher or lower whole dollar amount.

      SECTION 2.18. Sharing of Setoffs. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower or any other Loan Party, or pursuant to a secured claim under
Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by
any other means, obtain payment (voluntary or involuntary) in respect of any
Loan or Loans or L/C Disbursement as a result of which the unpaid principal
portion of its Term Loans and Revolving Loans and participations in L/C
Disbursements shall be proportionately less than the unpaid principal portion of
the Term Loans and Revolving Loans and participations in L/C Disbursements of
any other Lender, it shall be deemed simultaneously to have purchased from such
other Lender at face value, and shall promptly pay to such other Lender the
purchase price for, a participation in the Term Loans and Revolving Loans and
L/C Exposure, as the case may be, of such other Lender, so that the aggregate
unpaid principal amount of the Term Loans and Revolving Loans and L/C Exposure
and participations in Term Loans and Revolving Loans and L/C Exposure held by
each Lender shall be in the same proportion to the aggregate unpaid principal
amount of all Term Loans and Revolving Loans and L/C Exposure then outstanding
as the principal amount of its Term Loans and Revolving Loans and L/C Exposure
prior to such exercise of banker's lien, setoff or counterclaim or other event
was to the principal amount of all Term Loans and Revolving Loans and L/C
Exposure outstanding prior to such exercise of banker's lien, setoff or
counterclaim or other event; provided, however, that if any such purchase or
purchases or adjustments
<PAGE>
                                                                              44


shall be made pursuant to this Section 2.18 and the payment giving rise thereto
shall thereafter be recovered, such purchase or purchases or adjustments shall
be rescinded to the extent of such recovery and the purchase price or prices or
adjustment restored without interest. The Borrower and Holdings expressly
consent to the foregoing arrangements and agree that any Lender holding a
participation in a Term Loan or Revolving Loan or L/C Disbursement deemed to
have been so purchased may, to the fullest extent permitted by law, exercise any
and all rights of banker's lien, setoff or counterclaim with respect to any and
all moneys owing by the Borrower and Holdings to such Lender by reason thereof
as fully as if such Lender had made a Loan directly to the Borrower in the
amount of such participation.

      SECTION 2.19. Payments. (a) The Borrower shall make each payment
(including principal of or interest on any Borrowing or any L/C Disbursement or
any Fees or other amounts) hereunder and under any other Loan Document not later
than 12:00 (noon), New York City time, on the date when due in immediately
available dollars, without setoff, defense or counterclaim. Each such payment
(other than (i) Issuing Bank Fees, which shall be paid directly to the Issuing
Bank, and (ii) principal of and interest on Swingline Loans, which shall be paid
directly to the Swingline Lender except as otherwise provided in Section
2.22(e)) shall be made to the Administrative Agent at its offices at Eleven
Madison Avenue, New York, New York.

      (b) Except as otherwise expressly provided herein, whenever any payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder or under any other Loan Document shall become due, or
otherwise would occur, on a day that is not a Business Day, such payment may be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of interest or Fees, if applicable.

      SECTION 2.20. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower or any Loan Party hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the Borrower or any Loan
Party shall be required to deduct any Indemnified Taxes or Other Taxes from such
payments, then (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 or such Lender (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower or such Loan Party shall make such
deductions and (iii) the Borrower or such Loan Party shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

      (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

      (c) The Borrower shall indemnify the Administrative Agent and each Lender,
within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower
<PAGE>
                                                                              45


or any Loan Party hereunder or under any other Loan Document (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender, or by the
Administrative Agent on its behalf or on behalf of a Lender, shall be conclusive
absent manifest error.

      (d) As soon as practicable after any payment of Indemnified Taxes or Other
Taxes by the Borrower or any other Loan Party to a Governmental Authority, the
Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

      (e) Any Foreign Lender that is entitled to an exemption from or reduction
of withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate, it being agreed by the parties hereto,
without limitation, that in the case of a Foreign Lender which is not a "bank"
(within the meaning of Section 881(c)(3)(A) of the Code) and intends to claim
exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of
the Code with respect to payments of "portfolio interest," the delivery of the
following documents are sufficient for such Foreign Lender currently to obtain
the benefits of Section 2.20: (i) a Form W-8BEN (or any subsequent version(s)
thereof or successor(s) thereto), and (ii) a certificate representing that such
Foreign Lender is not any of the following: (x) a "bank" for purposes of Section
881(c) of the Code, (y) a "10-percent shareholder" (within the meaning of
Section 871(h)(3)(B) or 881(c)(3)(B) of the Code) of the Borrower or (z) a
controlled foreign corporation related to the Borrower (within the meaning of
Section 864(d)(4)), properly completed and duly executed by such Foreign Lender
claiming complete exemption from U.S. Federal withholding tax on payments of
interest by the Borrower under this Agreement and the other Loan Documents.
Notwithstanding the foregoing, each Foreign Lender agrees that (i) on or before
the date that any predecessor documentation described in this Section 2.20(e)
expires or becomes obsolete, (ii) after the occurrence of any event requiring a
change in the most recent documentation previously delivered to the Borrower, or
(iii) after any change in circumstances which renders the previous documentation
obsolete or inaccurate in any respect, such Foreign Lender shall deliver to the
Borrower (with a copy to the Administrative Agent) such properly completed and
executed new documentation prescribed by applicable law or reasonably requested
by Borrower as will permit payments under this Agreement to be made without
withholding or at a reduced rate.


<PAGE>
                                                                              46



         (f) If the Administrative Agent or any Lender receives a refund in
respect of Indemnified Taxes or Other Taxes paid by the Borrower, which in the
good faith judgment of the Administrative Agent or such Lender is allocable to
such payment, it shall promptly pay such refund (together with any amounts
received solely attributable to such refund) to the Borrower, net of all
out-of-pocket expenses (including any Taxes to which such Lender has become
subject as a result of its receipt of such refund) of the Administrative Agent
or such Lender incurred in obtaining such refund and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided, however, that the Borrower agrees to promptly return
such refund (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or the applicable
Lender, as the case may be, if it receives notice from the Administrative Agent
or the applicable Lender that the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority. Nothing contained
in this Section 2.20(f) shall require the Administrative Agent or any Lender to
make available its tax returns (or any other information relating to its taxes
which it deems to be confidential) to the Borrower or any other person.

         (g) Notwithstanding anything to the contrary in this Section, if the
Internal Revenue Service determines that a Lender is participating in a conduit
financing arrangement as defined in Section 7701(l) of the Code and the
regulations thereunder (a "Conduit Financing Arrangement") to which the Borrower
has not given its consent, then (i) any Taxes that the Borrower is required to
withhold from payments to such Lender, to the extent any such Taxes are in
excess of Taxes that the Borrower would otherwise have been required to withhold
had such Lender not been determined to be participating in a Conduit Financing
Arrangement, shall be excluded from the definition of "Indemnified Taxes" and
(ii) such Lender shall indemnify the Borrower in full for any and all Taxes
described in subparagraph (i) above for which the Borrower is held directly
liable under Section 1461 of the Code by virtue of such Conduit Financing
Arrangement. Each Lender represents that it is not participating in a Conduit
Financing Arrangement.

         SECTION 2.21. Assignment of Commitments Under Certain Circumstances;
Duty to Mitigate. (a) In the event (i) any Lender or the Issuing Bank delivers a
certificate requesting compensation pursuant to Section 2.14, (ii) any Lender or
the Issuing Bank delivers a notice described in Section 2.15, (iii) the Borrower
is required to pay any additional amount to any Lender or the Issuing Bank or
any Governmental Authority on account of any Lender or the Issuing Bank pursuant
to Section 2.20, or (iv) any Lender refuses to consent to any amendment, waiver
or other modification of any Loan Document requested by the Borrower that
requires the consent of a greater percentage of the Lenders than the Required
Lenders and such amendment, waiver or other modification is consented to by the
Required Lenders, the Borrower may, at its sole expense and effort (including
with respect to the processing and recordation fee referred to in Section
9.04(b)), upon notice to such Lender or the Issuing Bank and the Administrative
Agent, require such Lender or the Issuing Bank to transfer and assign, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all of its interests, rights and obligations under this Agreement
to an assignee that shall assume such assigned obligations and, with respect to
clause (iv)
<PAGE>
                                                                              47


above, shall consent to such requested amendment, waiver or other modification
of any Loan Document (which assignee may be another Lender, if a Lender accepts
such assignment); provided that (x) such assignment shall not conflict with any
law, rule or regulation or order of any court or other Governmental Authority
having jurisdiction, (y) the Borrower shall have received the prior written
consent of the Administrative Agent (and, if a Revolving Credit Commitment is
being assigned, of the Issuing Bank and the Swingline Lender), which consent
shall not unreasonably be withheld, and (z) the Borrower or such assignee shall
have paid to the affected Lender or the Issuing Bank in immediately available
funds an amount equal to the sum of the principal of and interest accrued to the
date of such payment on the outstanding Loans or L/C Disbursements of such
Lender or the Issuing Bank and the Swingline Lender, respectively, plus all Fees
and other amounts accrued for the account of such Lender or the Issuing Bank
hereunder (including any amounts under Section 2.14 and Section 2.16); provided
further that, if prior to any such transfer and assignment the circumstances or
event that resulted in such Lender's or the Issuing Bank's claim for
compensation under Section 2.14 or notice under Section 2.15 or the amounts paid
pursuant to Section 2.20, as the case may be, cease to cause such Lender or the
Issuing Bank to suffer increased costs or reductions in amounts received or
receivable or reduction in return on capital, or cease to have the consequences
specified in Section 2.15, or cease to result in amounts being payable under
Section 2.20, as the case may be (including as a result of any action taken by
such Lender or the Issuing Bank pursuant to paragraph (b) below), or if such
Lender or the Issuing Bank shall waive its right to claim further compensation
under Section 2.14 in respect of such circumstances or event or shall withdraw
its notice under Section 2.15 or shall waive its right to further payments under
Section 2.20 in respect of such circumstances or event, as the case may be, then
such Lender or the Issuing Bank shall not thereafter be required to make any
such transfer and assignment hereunder. Each Lender hereby grants to the
Administrative Agent an irrevocable power of attorney (which power is coupled
with an interest) to execute and deliver, on behalf of such Lender as assignor,
any Assignment and Acceptance necessary to effectuate any assignment of such
Lender's interests hereunder in the circumstances contemplated by this Section
2.21(a).

         (b) If (i) any Lender or the Issuing Bank shall request compensation
under Section 2.14, (ii) any Lender or the Issuing Bank delivers a notice
described in Section 2.15 or (iii) the Borrower is required to pay any
additional amount to any Lender or the Issuing Bank or any Governmental
Authority on account of any Lender or the Issuing Bank, pursuant to Section
2.20, then such Lender or the Issuing Bank shall use reasonable efforts (which
shall not require such Lender or the Issuing Bank to incur an unreimbursed loss
or unreimbursed cost or expense or otherwise take any action inconsistent with
its internal policies or legal or regulatory restrictions or suffer any
disadvantage or burden deemed by it to be significant) (x) to file any
certificate or document reasonably requested in writing by the Borrower or (y)
to assign its rights and delegate and transfer its obligations hereunder to
another of its offices, branches or affiliates, if such filing or assignment
would reduce its claims for compensation under Section 2.14 or enable it to
withdraw its notice pursuant to Section 2.15 or would reduce amounts payable
pursuant to Section 2.20, as the case may be, in the future. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender
<PAGE>
                                                                              48


or the Issuing Bank in connection with any such filing or assignment, delegation
and transfer.

         SECTION 2.22. Swingline Loans. (a) Swingline Commitment. Subject to the
terms and conditions and relying upon the representations and warranties herein
set forth, the Swingline Lender agrees to make loans to the Borrower at any time
and from time to time on and after the Closing Date and until the earlier of the
Revolving Credit Maturity Date and the termination of the Revolving Credit
Commitments in accordance with the terms hereof, in an aggregate principal
amount at any time outstanding that will not result in (i) the aggregate
principal amount of all Swingline Loans exceeding $10,000,000 or (ii) the
Aggregate Revolving Credit Exposure, after giving effect to any Swingline Loan,
exceeding the Total Revolving Credit Commitment. Each Swingline Loan shall be in
a principal amount that is an integral multiple of $250,000. The Swingline
Commitment may be terminated or reduced from time to time as provided herein.
Within the foregoing limits, the Borrower may borrow, pay or prepay and reborrow
Swingline Loans hereunder, subject to the terms, conditions and limitations set
forth herein.

         (b) Swingline Loans. The Borrower shall notify the Administrative Agent
by fax, or by telephone (confirmed by fax), not later than 1:00 p.m., New York
City time, on the day of a proposed Swingline Loan. Such notice shall be
delivered on a Business Day, shall be irrevocable and shall refer to this
Agreement and shall specify the requested date (which shall be a Business Day)
and amount of such Swingline Loan. The Administrative Agent will promptly advise
the Swingline Lender of any notice received from the Borrower pursuant to this
paragraph (b). The Swingline Lender shall make each Swingline Loan available to
the Borrower by means of a credit to an account as directed by the Borrower in
the notice requesting such Swingline Loan on the date such Swingline Loan is so
requested.

         (c) Prepayment. The Borrower shall have the right at any time and from
time to time to prepay any Swingline Loan, in whole or in part, upon giving
written or fax notice (or telephone notice promptly confirmed by written, or fax
notice) to the Swingline Lender and to the Administrative Agent before 12:00
(noon), New York City time on the date of prepayment at the Swingline Lender's
address for notices specified in Schedule 2.01. Interest on any Swingline Loan
being prepaid under this Section 2.22(c) shall be paid on the next Interest
Payment Date applicable to such Loan that follows the date of such prepayment.

         (d) Interest. Each Swingline Loan shall be an ABR Loan and, subject to
the provisions of Section 2.07, shall bear interest as provided in Section
2.06(a).

         (e) Participations. The Swingline Lender may by written notice given to
the Administrative Agent not later than 11:00 a.m., New York City time, on any
Business Day require the Revolving Credit Lenders to acquire participations on
such Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate amount of Swingline Loans in which the
Revolving Credit Lenders will participate. The Administrative Agent will,
promptly upon receipt of such notice, give notice to each Revolving Credit
Lender, specifying in such notice such Lender's Pro Rata Percentage of such
Swingline Loan or Loans. In furtherance of the foregoing, each
<PAGE>
                                                                              49


Revolving Credit Lender hereby absolutely and unconditionally agrees, upon
receipt of notice as provided above, to pay to the Administrative Agent, for the
account of the Swingline Lender, such Revolving Credit Lender's Pro Rata
Percentage of such Swingline Loan or Loans. Each Revolving Credit Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or an Event of Default, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Revolving Credit Lender shall comply with its obligation under
this paragraph by wire transfer of immediately available funds, in the same
manner as provided in Section 2.02(c) with respect to Loans made by such Lender
(and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations
of the Lenders) and the Administrative Agent shall promptly pay to the Swingline
Lender the amounts so received by it from the Lenders. The Administrative Agent
shall notify the Borrower of any participations in any Swingline Loan acquired
pursuant to this paragraph and thereafter payments in respect of such Swingline
Loan shall be made to the Administrative Agent and not to the Swingline Lender.
Any amounts received by the Swingline Lender from the Borrower (or other party
on behalf of the Borrower) in respect of a Swingline Loan after receipt by the
Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Lenders that shall have made their payments pursuant to this paragraph and
to the Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower (or other party liable for obligations of the Borrower) of any
default in the payment thereof.

         SECTION 2.23. Letters of Credit. (a) General. The Borrower may request
the issuance of a Letter of Credit for its own account, in a form reasonably
acceptable to the Administrative Agent and the Issuing Bank, at any time and
from time to time while the Revolving Credit Commitments remain in effect. This
Section shall not be construed to impose an obligation upon the Issuing Bank to
issue any Letter of Credit that is inconsistent with the terms and conditions of
this Agreement.

         (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. In order to request the issuance of a Letter of Credit (or to amend,
renew or extend an existing Letter of Credit), the Borrower shall hand deliver
or fax to the Issuing Bank and the Administrative Agent (reasonably in advance
of the requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, the date of issuance, amendment,
renewal or extension, the date on which such Letter of Credit is to expire
(which shall comply with paragraph (c) below), the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare such Letter of Credit. A Letter of
Credit shall be issued, amended, renewed or extended only if, and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that, after giving effect to such issuance,
amendment, renewal or extension (i) the L/C
<PAGE>
                                                                              50


Exposure shall not exceed $20,000,000 and (ii) the Aggregate Revolving Credit
Exposure shall not exceed the Total Revolving Credit Commitment.

         (c) Expiration Date. Each Letter of Credit shall expire at the close of
business on the earlier of the date one year after the date of the issuance of
such Letter of Credit and the date that is five Business Days prior to the
Revolving Credit Maturity Date, unless such Letter of Credit expires by its
terms on an earlier date; provided, however, that a Letter of Credit may, upon
request of the Borrower, include a provision whereby such Letter of Credit shall
be renewed automatically for additional consecutive periods of 12 months or less
(but not beyond the date that is five Business Days prior to the Revolving
Credit Maturity Date) unless the Issuing Bank notifies the beneficiary thereof
at least 30 days prior to the then-applicable expiration date that such Letter
of Credit will not be renewed.

         (d) Participations. By the issuance of a Letter of Credit and without
any further action on the part of the Issuing Bank or the Lenders, the Issuing
Bank hereby grants to each Revolving Credit Lender, and each such Lender hereby
acquires from the applicable Issuing Bank, a participation in such Letter of
Credit equal to such Lender's Pro Rata Percentage of the aggregate amount
available to be drawn under such Letter of Credit, effective upon the issuance
of such Letter of Credit. In consideration and in furtherance of the foregoing,
each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay
to the Administrative Agent, for the account of the Issuing Bank, such Lender's
Pro Rata Percentage of each L/C Disbursement made by the Issuing Bank and not
reimbursed by the Borrower (or, if applicable, another party pursuant to its
obligations under any other Loan Document) forthwith on the date due as provided
in Section 2.02(f). Each Revolving Credit Lender acknowledges and agrees that
its obligation to acquire participations pursuant to this paragraph in respect
of Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including the occurrence and continuance of a
Default or an Event of Default, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

         (e) Reimbursement. If the Issuing Bank shall make any L/C Disbursement
in respect of a Letter of Credit, the Borrower shall pay to the Administrative
Agent an amount equal to such L/C Disbursement not later than the end of the day
on which the Borrower shall have received notice from the Issuing Bank that
payment of such draft will be made, or, if the Borrower shall have received such
notice later than 10:00 a.m., New York City time, on any Business Day, not later
than 10:00 a.m., New York City time, on the immediately following Business Day.

         (f) Obligations Absolute. The Borrower's obligations to reimburse L/C
Disbursements as provided in paragraph (e) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under any and all circumstances whatsoever,
and irrespective of:

                  (i) any lack of validity or enforceability of any Letter of
         Credit or any Loan Document, or any term or provision therein;
<PAGE>
                                                                              51



                  (ii) any amendment or waiver of or any consent to departure
         from all or any of the provisions of any Letter of Credit or any Loan
         Document (other than an amendment to this Section 2.23(f) consented to
         by each Lender having any Revolving Credit Exposure at the time of such
         amendment);

                  (iii) the existence of any claim, setoff, defense or other
         right that the Borrower, any other party guaranteeing, or otherwise
         obligated with, the Borrower, any Subsidiary or other Affiliate thereof
         or any other person may at any time have against the beneficiary under
         any Letter of Credit, the Issuing Bank, the Administrative Agent or any
         Lender or any other person, whether in connection with this Agreement,
         any other Loan Document or any other related or unrelated agreement or
         transaction;

                  (iv) any draft or other document presented under a 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;

                  (v) payment by the Issuing Bank under a Letter of Credit
         against presentation of a draft or other document that does not comply
         with the terms of such Letter of Credit; and

                  (vi) any other act or omission to act or delay of any kind of
         the Issuing Bank, the Lenders, the Administrative Agent or any other
         person or any other event or circumstance whatsoever, whether or not
         similar to any of the foregoing, that might, but for the provisions of
         this Section, constitute a legal or equitable discharge of the
         Borrower's obligations hereunder.

         Without limiting the generality of the foregoing, it is expressly
understood and agreed that the absolute and unconditional obligation of the
Borrower hereunder to reimburse L/C Disbursements will not be excused by the
gross negligence or wilful misconduct of the Issuing Bank. However, the
foregoing shall not be construed to excuse the Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Bank's gross negligence or wilful misconduct in determining whether
drafts and other documents presented under a Letter of Credit comply with the
terms thereof; it is understood that the Issuing Bank 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, in
making any payment under any Letter of Credit (i) the Issuing Bank's exclusive
reliance on the documents presented to it under such Letter of Credit as to any
and all matters set forth therein, including reliance on the amount of any draft
presented under such Letter of Credit, whether or not the amount due to the
beneficiary thereunder equals the amount of such draft and whether or not any
document presented pursuant to such Letter of Credit proves to be insufficient
in any respect, if such document on its face appears to be in order, and whether
or not any other statement or any other document presented pursuant to such
Letter of Credit proves to be forged or invalid or any statement therein proves
to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance
in any immaterial respect of the documents
<PAGE>
                                                                              52


presented under such Letter of Credit with the terms thereof shall, in each
case, be deemed not to constitute wilful misconduct or gross negligence of the
Issuing Bank.

         (g) Disbursement Procedures. The Issuing Bank shall, promptly following
its receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. The Issuing Bank shall as promptly as possible
give telephonic notification, confirmed by fax, to the Administrative Agent and
the Borrower of such demand for payment and whether the Issuing Bank has made or
will make an L/C Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Credit Lenders with respect to any
such L/C Disbursement. The Administrative Agent shall promptly give each
Revolving Credit Lender notice thereof.

         (h) Interim Interest. If the Issuing Bank shall make any L/C
Disbursement in respect of a Letter of Credit, then, unless the Borrower shall
reimburse such L/C Disbursement in full on such date, the unpaid amount thereof
shall bear interest for the account of the Issuing Bank, for each day from and
including the date of such L/C Disbursement, to but excluding the earlier of the
date of payment by the Borrower or the date on which interest shall commence to
accrue thereon as provided in Section 2.02(f), at the rate per annum that would
apply to such amount if such amount were an ABR Revolving Loan.

         (i) Resignation or Removal of the Issuing Bank. The Issuing Bank may
resign at any time by giving 180 days' prior written notice to the
Administrative Agent, the Lenders and the Borrower, and may be removed at any
time by the Borrower by notice to the Issuing Bank, the Administrative Agent and
the Lenders. Subject to the next succeeding paragraph, upon the acceptance of
any appointment as the Issuing Bank hereunder by a Lender that shall agree to
serve as successor Issuing Bank, such successor shall succeed to and become
vested with all the interests, rights and obligations of the retiring Issuing
Bank and the retiring Issuing Bank shall be discharged from its obligations to
issue additional Letters of Credit hereunder. At the time such removal or
resignation shall become effective, the Borrower shall pay all accrued and
unpaid fees pursuant to Section 2.05(c)(ii). The acceptance of any appointment
as the Issuing Bank hereunder by a successor Lender shall be evidenced by an
agreement entered into by such successor, in a form satisfactory to the Borrower
and the Administrative Agent, and, from and after the effective date of such
agreement, (i) such successor Lender shall have all the rights and obligations
of the previous Issuing Bank under this Agreement and the other Loan Documents
and (ii) references herein and in the other Loan Documents to the term "Issuing
Bank" shall be deemed to refer to such successor or to any previous Issuing
Bank, or to such successor and all previous Issuing Banks, as the context shall
require. After the resignation or removal of the Issuing Bank hereunder, the
retiring Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement and the other
Loan Documents with respect to Letters of Credit issued by it prior to such
resignation or removal, but shall not be required to issue additional Letters of
Credit.

         (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, the Borrower shall, on the Business Day it receives notice from the
Administrative Agent
<PAGE>
                                                                              53


or the Required Lenders (or, if the maturity of the Loans has been accelerated,
Revolving Credit Lenders holding participations in outstanding Letters of Credit
representing greater than 50% of the aggregate undrawn amount of all outstanding
Letters of Credit) thereof and of the amount to be deposited, deposit in an
account with the Collateral Agent, for the benefit of the Revolving Credit
Lenders, an amount in cash equal to the L/C Exposure as of such date. Such
deposit shall be held by the Collateral Agent as collateral for the payment and
performance of the Obligations. The Collateral Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such
account. Other than any interest earned on the investment of such deposits in
Permitted Investments, which investments shall be made at the option and sole
discretion of the Collateral Agent, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall (i) automatically be applied by the
Administrative Agent to reimburse the Issuing Bank for L/C Disbursements for
which it has not been reimbursed, (ii) be held for the satisfaction of the
reimbursement obligations of the Borrower for the L/C Exposure at such time and
(iii) if the maturity of the Loans has been accelerated (but subject to the
consent of Revolving Credit Lenders holding participations in outstanding
Letters of Credit representing greater than 50% of the aggregate undrawn amount
of all outstanding Letters of Credit), be applied to satisfy the Obligations. If
the Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower within three Business
Days after all Events of Default have been cured or waived.

         (k) Additional Issuing Banks. The Borrower may, at any time and from
time to time with the consent of the Administrative Agent (which consent shall
not be unreasonably withheld) and such Lender, designate one or more additional
Lenders to act as an issuing bank under the terms of this Agreement. Any Lender
designated as an issuing bank pursuant to this paragraph (k) shall be deemed (in
addition to being a Lender) to be the Issuing Bank with respect to Letters of
Credit issued or to be issued by such Lender, and all references herein and in
the other Loan Documents to the term "Issuing Bank" shall, with respect to such
Letters of Credit, be deemed to refer to such Lender in its capacity as Issuing
Bank, as the context shall require.

         SECTION 2.24. Increase in Revolving Credit Commitments. (a) The
Borrower may, by written notice to the Administrative Agent, request that the
Total Revolving Credit Commitment be increased by an amount not to exceed the
Incremental Revolving Facility Amount at such time. Upon the receipt of such
request by the Administrative Agent, the Administrative Agent shall deliver a
copy thereof to each Revolving Credit Lender. Such notice shall set forth the
amount of the requested increase in the Total Revolving Credit Commitment (which
shall be in minimum increments of $1,000,000 and a minimum amount of $3,000,000
or equal to the remaining Incremental Revolving Facility Amount) and the date on
which such increase is requested to become effective (which shall be not less
than 10 days nor more than 60 days after the date of such notice (other than in
connection with any such increase that is requested to become effective on the
Restatement Date, with respect to which such shorter notice as may be reasonably
acceptable to the Administrative Agent shall suffice) and which, in any event,
must be on
<PAGE>
                                                                              54


or prior to the Revolving Credit Maturity Date), and shall offer each Revolving
Credit Lender the opportunity to increase its Revolving Credit Commitment by its
Pro Rata Percentage of the proposed increased amount. Each Revolving Credit
Lender shall, by notice to the Borrower and the Administrative Agent given not
more than 10 days after the date of the Administrative Agent's notice, either
agree to increase its Revolving Credit Commitment by all or a portion of the
offered amount (each Revolving Credit Lender so agreeing being an "Increasing
Revolving Lender") or decline to increase its Revolving Credit Commitment (and
any Revolving Credit Lender that does not deliver such a notice within such
period of 10 days shall be deemed to have declined to increase its Revolving
Credit Commitment) (each Revolving Credit Lender so declining or being deemed to
have declined being a "Non-Increasing Revolving Lender"). In the event that, on
the 10th day after the Administrative Agent shall have delivered a notice
pursuant to the second sentence of this paragraph, the Revolving Credit Lenders
shall have agreed pursuant to the preceding sentence to increase their Revolving
Credit Commitments by an aggregate amount less than the increase in the Total
Revolving Credit Commitment requested by the Borrower, the Borrower may arrange
for one or more banks or other entities (any such bank or other entity being
called an "Augmenting Revolving Lender"), which may include any Lender, to
extend Revolving Credit Commitments or increase their existing Revolving Credit
Commitments in an aggregate amount equal to the unsubscribed amount; provided
that each Augmenting Revolving Lender, if not already a Revolving Credit Lender
hereunder, shall be subject to the approval of the Administrative Agent, the
Swingline Lender and the Issuing Bank (which approvals shall not be unreasonably
withheld) and the Borrower and each Augmenting Revolving Lender shall execute
all such documentation as the Administrative Agent shall reasonably specify to
evidence its Revolving Credit Commitment and/or its status as a Revolving Credit
Lender hereunder. Any increase in the Total Revolving Credit Commitment may be
made in an amount which is less than the increase requested by the Borrower if
the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting
Revolving Lenders.

         (b) Each of the parties hereto hereby agrees that the Administrative
Agent may take any and all actions as may be reasonably necessary to ensure
that, after giving effect to any increase in the Total Revolving Credit
Commitment pursuant to this Section 2.24, the outstanding Revolving Loans (if
any) are held by the Revolving Credit Lenders in accordance with their new Pro
Rata Percentages. This may be accomplished at the discretion of the
Administrative Agent, following consultation with the Borrower, (i) by requiring
the outstanding Revolving Loans to be prepaid with the proceeds of a new
Revolving Credit Borrowing, (ii) by causing Non-Increasing Revolving Lenders to
assign portions of their outstanding Revolving Loans to Increasing Revolving
Lenders and Augmenting Revolving Lenders, or (iii) by any combination of the
foregoing. Any prepayment or assignment described in this paragraph (b) shall be
subject to Section 2.16, but otherwise without premium or penalty.

         (c) Notwithstanding the foregoing, no increase in the Total Revolving
Credit Commitment (or in the Revolving Credit Commitment of any Revolving Credit
Lender) or addition of a new Revolving Credit Lender shall become effective
under this Section 2.24 unless, (i) on the date of such increase, the conditions
set forth in paragraphs (b) and (c) of Section 4.01 shall be satisfied and the
Administrative Agent shall have received a
<PAGE>
                                                                              55


certificate to that effect dated such date and executed by a Financial Officer
of the Borrower, and (ii) if requested, the Administrative Agent shall have
received legal opinions and board resolutions consistent with those delivered on
the Restatement Date under clauses (a), and (c)(ii)(B) of Section 4.02.

                                   ARTICLE III

                         Representations and Warranties

         Each of Holdings and the Borrower represents and warrants to the
Administrative Agent, the Collateral Agent and each of the Lenders that:

         SECTION 3.01. Organization; Powers. Each of Holdings, the Borrower and
each of the Subsidiaries (other than Immaterial Subsidiaries) (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has all requisite power and authority to
own its property and assets and to carry on its business as now conducted and as
proposed to be conducted, (c) is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required, except
where the failure so to qualify could not reasonably be expected to result in a
Material Adverse Effect, and (d) has the power and authority to execute, deliver
and perform its obligations under each of the Loan Documents and each other
agreement or instrument contemplated hereby to which it is or will be a party
and, in the case of the Borrower, to borrow hereunder.

         SECTION 3.02. Authorization. The execution, delivery and performance by
each Loan Party of each of the Loan Documents to which it is a party and the
consummation by the Loan Parties of the Transactions (including the borrowings
hereunder) contemplated thereby (a) have been duly authorized by all requisite
corporate or other comparable and, if required, stockholder action and (b) will
not (i) violate (A) any provision of law, statute, rule or regulation, or of the
certificate or articles of incorporation or other constitutive documents or
by-laws of Holdings, the Borrower or any Subsidiary, (B) any order of any
Governmental Authority or (C) any provision of any indenture, agreement or other
instrument to which Holdings, the Borrower or any Subsidiary is a party or by
which any of them or any of their property is or may be bound, except to the
extent that could not reasonably be expected to have a Material Adverse Effect,
(ii) be in conflict with, result in a breach of or constitute (alone or with
notice or lapse of time or both) a default under, or give rise to any right to
accelerate or to require the prepayment, repurchase or redemption of any
obligation under any such indenture, agreement or other instrument (except for
the Existing Notes Redemption after the giving of notice thereof) or (iii)
result in the creation or imposition of any Lien upon or with respect to any
property or assets now owned or hereafter acquired by Holdings, the Borrower or
any Subsidiary (other than any Lien created hereunder or under the Security
Documents).

         SECTION 3.03. Enforceability. This Agreement has been duly executed and
delivered by Holdings and the Borrower and constitutes, and each other Loan
Document when executed and delivered by each Loan Party party thereto will
constitute, a legal,
<PAGE>
                                                                              56


valid and binding obligation of such Loan Party enforceable against such Loan
Party in accordance with its terms.

         SECTION 3.04. Governmental Approvals. No action, consent or approval
of, registration or filing with or any other action by any Governmental
Authority is or will be required in connection with the Transactions, except to
the extent that the lack thereof could not reasonably be expected to result in a
Material Adverse Effect, or in connection with the execution and delivery of the
Loan Documents and the initial borrowings hereunder, except in each case for (a)
the filing of Uniform Commercial Code financing statements and filings with the
United States Patent and Trademark Office and the United States Copyright
Office, (b) recordation of the Mortgages and (c) such as have been made or
obtained and are in full force and effect.

         SECTION 3.05. Financial Statements. (a) Holdings has heretofore
delivered to the Lenders (i) its consolidated balance sheets, statements of
operations and cash flows, and statements of stockholders' deficit and
comprehensive income as of and for the fiscal years ended December 31, 2002 and
2001, audited by and accompanied by the opinion of Ernst & Young LLP,
independent public accountants, and (ii) its unaudited consolidated balance
sheets, statements of operations and cash flows as of and for the fiscal quarter
and the portion of the fiscal year ended June 28, 2003, certified by one of its
Financial Officers. Such financial statements present fairly the financial
condition and results of operations and cash flows of Holdings and its
consolidated Subsidiaries as of such dates and for such periods. Such balance
sheets and the notes thereto disclose all material liabilities, direct or
contingent, of Holdings and its consolidated Subsidiaries as of the dates
thereof. Such financial statements were prepared in accordance with GAAP applied
on a consistent basis.

         (b) The Borrower has heretofore delivered to the Lenders its unaudited
pro forma consolidated balance sheet and related statement of income as of, and
for the period of 12 consecutive months ended, June 28, 2003, prepared giving
effect to the Transactions as if they had occurred, with respect to such balance
sheet, on such date, and with respect to such income statement, on the first day
of such period. Such pro forma financial statements have been prepared in good
faith by the Borrower, based on assumptions believed by the Borrower on the
Restatement Date to be reasonable, are based on the best information available
to the Borrower as of the date of delivery thereof, accurately reflect all
adjustments required to be made to give effect to the Transactions and present
fairly on a pro forma basis the estimated consolidated financial position of the
Borrower and its consolidated Subsidiaries as of such dates, assuming that the
Transactions had actually occurred at such dates.

         SECTION 3.06. No Material Adverse Change. There has been no material
adverse change in the business, results of operations, prospects, financial
condition or material agreements of Holdings, the Borrower and the Subsidiaries,
taken as a whole, since December 31, 2002.

         SECTION 3.07. Title to Properties; Possession Under Leases. (a) Except
as set forth on Schedule 3.07(a), each of Holdings, the Borrower and the
Subsidiaries has good and marketable title to, or valid leasehold interests in,
all its
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                                                                              57


material properties and assets (including all Mortgaged Property), except for
minor defects in title and, with respect to each Mortgaged Property,
encumbrances permitted by Section 6.02, in each case that do not materially
interfere with its ability to conduct its business as currently conducted or to
utilize such properties and assets for their intended purposes. All such
material properties and assets are free and clear of Liens, other than Liens
expressly permitted by Section 6.02.

         (b) Each of Holdings, the Borrower and the Subsidiaries has complied in
all material respects with all obligations under all material leases to which it
is a party and all such leases are in full force and effect. Each of Holdings,
the Borrower and the Subsidiaries enjoys peaceful and undisturbed possession
under all such material leases.

         (c) Except as set forth on Schedule 3.07(c), neither Holdings nor the
Borrower has received any written notice of, nor has any actual knowledge of,
any pending or contemplated condemnation proceeding affecting the Mortgaged
Properties or any sale or disposition thereof in lieu of condemnation.

         (d) None of Holdings, the Borrower or any of the Subsidiaries is
obligated under any right of first refusal, option or other contractual right to
sell, assign or otherwise dispose of any Mortgaged Property or any interest
therein.

         SECTION 3.08. Subsidiaries. Schedule 3.08 sets forth as of the
Restatement Date a list of all Subsidiaries and the percentage ownership
interest of Holdings or the Borrower therein. The Equity Interests so indicated
on Schedule 3.08 are fully paid and non-assessable and, as of the Restatement
Date, are owned by Holdings or the Borrower, directly or indirectly, free and
clear of all Liens other than Liens created by the Pledge Agreement or Liens
listed on Schedule 6.02.

         SECTION 3.09. Litigation; Compliance with Laws. (a) Except as set forth
on Schedule 3.09 or Schedule 3.17, there are not any actions, suits or
proceedings at law or in equity or by or before any Governmental Authority now
pending or, to the knowledge of Holdings or the Borrower, threatened against or
affecting Holdings or the Borrower or any Subsidiary or any business, property
or rights of any such person (i) that involve any Loan Document or the
Transactions or (ii) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect.

         (b) Except for matters covered by Section 3.17, none of Holdings, the
Borrower or any of the Subsidiaries or any of their respective material
properties or assets is in violation of, nor will the continued operation of
their material properties and assets as currently conducted violate, any law,
rule or regulation (including any zoning or building ordinance, code or approval
or any building permits) or any restrictions of record or agreements affecting
the Mortgaged Property, or is in default with respect to any judgment, writ,
injunction, decree or order of any Governmental Authority, where such violation
or default could reasonably be expected to result in a Material Adverse Effect.

         SECTION 3.10. Agreements. (a) None of Holdings, the Borrower or any of
the Subsidiaries is a party to any agreement or instrument or subject to any
corporate
<PAGE>
                                                                              58


restriction that has resulted or could reasonably be expected to result in a
Material Adverse Effect.

         (b) None of Holdings, the Borrower or any of the Subsidiaries is in
default in any manner under any provision of any indenture or other agreement or
instrument evidencing Indebtedness, or any other material agreement or
instrument to which it is a party or by which it or any of its properties or
assets are or may be bound, where such default could reasonably be expected to
result in a Material Adverse Effect.

         SECTION 3.11. Federal Reserve Regulations. (a) None of Holdings, the
Borrower or any of the Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
buying or carrying Margin Stock.

         (b) No part of the proceeds of any Loan or any Letter of Credit will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, for any purpose that entails a violation of, or that is inconsistent
with, the provisions of the Regulations of the Board, including Regulation T, U
or X.

         SECTION 3.12. Investment Company Act; Public Utility Holding Company
Act. None of Holdings, the Borrower or any Subsidiary Guarantor is (a) an
"investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940 or (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.

         SECTION 3.13. Use of Proceeds. The Borrower will (a) use the proceeds
of the Term Loans only for the purposes specified in the preamble to this
Agreement and (b) use the proceeds of the Revolving Loans and the Swingline
Loans and will request the issuance of Letters of Credit solely for general
corporate purposes.

         SECTION 3.14. Tax Returns. Each of Holdings, the Borrower and the
Subsidiaries has filed or caused to be filed all Federal Tax returns and all
material state, local and foreign Tax returns or materials required to have been
filed by it and has paid or caused to be paid all material Taxes due and payable
by it and all assessments received by it, except Taxes that are being contested
in good faith by appropriate proceedings and for which Holdings, the Borrower or
such Subsidiary, as applicable, shall have set aside on its books adequate
reserves with respect thereto in accordance with GAAP.

         SECTION 3.15. No Material Misstatements. No information, report,
financial statement, exhibit or schedule furnished by or on behalf of Holdings
or the Borrower to the Administrative Agent or any Lender in connection with the
negotiation of any Loan Document or included therein or delivered pursuant
thereto contained, contains or will contain, in each case when taken as a whole,
any material misstatement of fact or omitted, omits or will omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were, are or will be made, not misleading as of
the date such information is dated or certified; provided that to the extent any
such information, report, financial statement, exhibit or schedule was based
upon or constitutes a forecast or projection, each of Holdings and the Borrower
represents
<PAGE>
                                                                              59


only that it acted in good faith and utilized reasonable assumptions and due
care in the preparation of such information, report, financial statement,
exhibit or schedule.

         SECTION 3.16. Employee Benefit Plans. (a) Each of the Borrower and its
ERISA Affiliates is in compliance in all respects with the applicable provisions
of ERISA and the Code and the regulations and published interpretations
thereunder, except to the extent that such non-compliance could not reasonably
be expected to result in a Material Adverse Effect. No ERISA Event has occurred
or is reasonably expected to occur that, when taken together with all other such
ERISA Events, could reasonably be expected to result in a Material Adverse
Effect. The present value of all benefit liabilities under all underfunded Plans
(based on those assumptions used to fund each such Plan) did not, as of the last
annual valuation date applicable thereto, exceed the fair market value of the
assets of all such underfunded Plans by an amount that could reasonably be
expected to have a Material Adverse Effect.

         (b) Each Foreign Pension Plan is in compliance in all respects with all
requirements of law applicable thereto and the respective requirements of the
governing documents for such plan except to the extent such non-compliance could
not reasonably be expected to result in a Material Adverse Effect. With respect
to each Foreign Pension Plan, none of Holdings, its Affiliates or any of its
directors, officers, employees or agents has engaged in a transaction that
subject Holdings or any of its Subsidiaries, directly or indirectly, to a tax or
civil penalty, except to the extent that could not reasonably be expected to
result in a Material Adverse Effect. With respect to each Foreign Pension Plan,
reserves have been established in the financial statements furnished to Lenders
in respect of any unfunded liabilities in accordance with applicable law and
prudent business practice or, where required, in accordance with ordinary
accounting practices in the jurisdiction in which such Foreign Pension Plan is
maintained, except to the extent that such failure to do so could not reasonably
be expected to result in a Material Adverse Effect. The aggregate unfunded
liabilities, with respect to such Foreign Pension Plans could not reasonably be
expected to result in a Material Adverse Effect. There are no actions, suits or
claims (other than routine claims for benefits) pending or threatened against
Holdings or any of its Affiliates with respect to any Foreign Pension Plan which
could reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect.

         SECTION 3.17. Environmental Matters. Except as set forth in Schedule
3.17:

         (a) The properties owned or operated by Holdings, the Borrower and the
Subsidiaries (the "Properties") do not contain any Hazardous Materials in
amounts or concentrations which (i) constitute, or constituted a violation of,
(ii) require Remedial Action under, or (iii) could give rise to liability under,
Environmental Laws, which violations, Remedial Actions and liabilities, in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;

         (b) The Properties and all operations of the Borrower and the
Subsidiaries are in compliance, and, to the knowledge of Holdings, the Borrower
and the Subsidiaries have, for the last five years, been in compliance, with all
Environmental Laws and all necessary Environmental Permits have been obtained
and are in effect (or applications for renewals
<PAGE>
                                                                              60


have been submitted entitling Holdings, the Borrower, and the Subsidiaries to a
permit shield), except to the extent that such non-compliance or failure to
obtain any necessary permits, in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect;

         (c) There have been no Releases or threatened Releases by the Borrower
or any Subsidiary or, to their knowledge, by any other party, at, from, under or
proximate to the Properties or otherwise in connection with the operations of
the Borrower or the Subsidiaries, which Releases or threatened Releases, in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;

         (d) None of Holdings, the Borrower or any of the Subsidiaries has
received any written notice of an Environmental Claim in connection with the
Properties or the operations of the Borrower or the Subsidiaries or with regard
to any person whose liabilities for environmental matters Holdings, the Borrower
or the Subsidiaries has retained or assumed, in whole or in part, contractually
or, by operation of law, which, in the aggregate, could reasonably be expected
to result in a Material Adverse Effect; and

         (e) Hazardous Materials have not been transported from the Properties
by or on behalf of Holdings, the Borrower or any Subsidiary, nor have Hazardous
Materials been generated, treated, stored or disposed of at, on or under any of
the Properties in a manner that could reasonably be expected to give rise to
liability to Holdings, the Borrower or the Subsidiaries under any Environmental
Law, nor have the Borrower or the Subsidiaries retained or assumed any
liability, contractually or by operation of law, with respect to the generation,
treatment, storage or disposal of Hazardous Materials, which transportation,
generation, treatment, storage or disposal, or retained or assumed liabilities,
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect.

         SECTION 3.18. Insurance. Schedule 3.18 sets forth a true, complete and
correct description of all insurance maintained by the Borrower or by the
Borrower for its Subsidiaries as of the Restatement Date. As of such date, such
insurance is in full force and effect and all premiums required to be paid have
been duly paid. The Borrower and its Subsidiaries have insurance in such amounts
and covering such risks and liabilities as are in accordance with normal
industry practice.

         SECTION 3.19. Security Documents. (a) The Pledge Agreement is effective
to create in favor of the Collateral Agent, for the ratable benefit of the
Secured Parties, a legal, valid and enforceable security interest in the
Collateral (as defined in the Pledge Agreement) and, when the Collateral is
delivered to the Collateral Agent, the Pledge Agreement shall constitute a fully
perfected first priority Lien on, and security interest in, all right, title and
interest of the pledgors thereunder in such Collateral, in each case prior and
superior in right to any other person.

         (b) The Security Agreement is effective to create in favor of the
Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid
and enforceable security interest in the Collateral (as defined in the Security
Agreement), to the extent that a security interest can be created in such
property under the Uniform Commercial Code, and, when (x) financing statements
in appropriate form were filed in the offices specified
<PAGE>
                                                                              61


on Schedule 6 to the Perfection Certificate executed and delivered by the
Borrower to the Collateral Agent on the Closing Date, the Security Agreement
commenced to constitute, and when (y) "in lieu" continuation statements and
amended and restated financing statements are filed in the offices specified on
Schedule 3.19(b), the Security Agreement shall continue to constitute, a fully
perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in such Collateral (other than as expressly set forth in
the Security Agreement and the Intellectual Property, as defined in the Security
Agreement), to the extent that a security interest may be perfected by filing
under the Uniform Commercial Code, in each case prior and superior in right to
any other person, other than with respect to Liens expressly permitted by
Section 6.02.

         (c) When the Security Agreement (prior to the amendment and restatement
thereof) was filed in the United States Patent and Trademark Office and the
United States Copyright Office and the filings in clause (x) of paragraph (b)
were made, the Security Agreement commenced to constitute, and when the Security
Agreement is filed in such Offices and the filings in clause (y) of paragraph
(b) have been made, the Security Agreement shall continue to constitute, a fully
perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in the Intellectual Property (as defined in the Security
Agreement), in each case prior and superior in right to any other person (it
being understood that subsequent recordings in the United States Patent and
Trademark Office and the United States Copyright Office may be necessary to
perfect a lien on registered trademarks, trademark applications and copyrights
acquired by the grantors after the date hereof), subject to Liens permitted by
Section 6.02.

         (d) The Mortgages are effective to create in favor of the Collateral
Agent, for the ratable benefit of the Secured Parties, a legal, valid and
enforceable Lien on all of the Loan Parties' right, title and interest in and to
the Mortgaged Property thereunder and the proceeds thereof, and when
modifications thereto reflecting the extension of the Term Loans are filed in
the offices specified on Schedule 3.19(d), the Mortgages shall constitute a
fully perfected Lien on, and security interest in, all right, title and interest
of the Loan Parties in such Mortgaged Property and the proceeds thereof, in each
case prior and superior in right to any other person, other than with respect to
the rights of persons pursuant to Liens expressly permitted by Section 6.02.

         SECTION 3.20. Location of Real Property and Leased Premises. (a)
Schedule 3.20(a) lists completely and correctly as of the Restatement Date all
real property owned by the Borrower and the Subsidiaries and the addresses
thereof. The Borrower and the Subsidiaries own in fee all the real property set
forth on Schedule 3.20(a).

         (b) Schedule 3.20(b) lists completely and correctly as of the
Restatement Date all real property leased by the Borrower and the Subsidiaries
and the addresses thereof. The Borrower and the Subsidiaries have valid leases
in all the real property set forth on Schedule 3.20(b).

         SECTION 3.21. Labor Matters. As of the Restatement Date, there are no
strikes, lockouts or slowdowns against Holdings, the Borrower or any Subsidiary
pending or, to the knowledge of Holdings or the Borrower, threatened. The hours
worked by and
<PAGE>
                                                                              62


payments made to employees of Holdings, the Borrower and the Subsidiaries have
not been in violation of the Fair Labor Standards Act or any other applicable
Federal, state, local or foreign law dealing with such matters in any manner
which could reasonably be expected to have a Material Adverse Effect. All
payments due from Holdings, the Borrower or any Subsidiary, or for which any
claim may be made against Holdings, the Borrower or any Subsidiary, on account
of wages and employee health and welfare insurance and other benefits, have been
paid or accrued as a liability on the books of Holdings, the Borrower or such
Subsidiary except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect. The consummation of the Transactions will not
give rise to any right of termination or right of renegotiation on the part of
any union under any collective bargaining agreement to which Holdings, the
Borrower or any Subsidiary is bound.

         SECTION 3.22. Solvency. Immediately after the consummation of the
Transactions to occur on the Restatement Date and immediately following the
making of each Loan and after giving effect to the application of the proceeds
of each Loan, (a) the fair value of the assets of the Loan Parties taken as a
whole, at a fair valuation, will exceed their debts and liabilities,
subordinated, contingent or otherwise; (b) the present fair saleable value of
the property of the Loan Parties taken as a whole will be greater than the
amount that will be required to pay the probable liability of their debts and
other liabilities, subordinated, contingent or otherwise, as such debts and
other liabilities become absolute and matured; (c) the Loan Parties taken as a
whole will be able to pay their debts and liabilities, subordinated, contingent
or otherwise, as such debts and liabilities become absolute and matured; and (d)
the Loan Parties taken as a whole will not have unreasonably small capital with
which to conduct the businesses in which they are engaged as such businesses are
now conducted and are proposed to be conducted following the Restatement Date.

         SECTION 3.23. Certain Treasury Regulation Matters. The Borrower does
not intend to treat the Loans and related transactions as being a "reportable"
transaction (within the meaning of Treasury Regulation 1.6011-4).


                                   ARTICLE IV

                              Conditions of Lending

         The obligations of the Lenders to make Loans and of the Issuing Bank to
issue Letters of Credit hereunder are subject to the satisfaction of the
following conditions:

         SECTION 4.01. All Credit Events. On the date of each Borrowing,
including each Borrowing of a Swingline Loan, and on the date of each issuance,
amendment, extension or renewal of a Letter of Credit (each such event being
called a "Credit Event"):

         (a) The Administrative Agent shall have received a notice of such
Borrowing as required by Section 2.03 (or such notice shall have been deemed
given in accordance with Section 2.03) or, in the case of the issuance,
amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the
Administrative Agent shall have received a
<PAGE>
                                                                              63


notice requesting the issuance, amendment, extension or renewal of such Letter
of Credit as required by Section 2.23(b) or, in the case of the Borrowing of a
Swingline Loan, the Swingline Lender and the Administrative Agent shall have
received a notice requesting such Swingline Loan as required by Section 2.22(b).

         (b) The representations and warranties set forth in Article III hereof
or in any other Loan Document shall be true and correct in all material respects
on and as of the date of such Credit Event with the same effect as though made
on and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date.

         (c) The Borrower and each other Loan Party shall be in compliance in
all material respects with all the terms and provisions set forth herein and in
each other Loan Document on its part to be observed or performed, and at the
time of and immediately after such Credit Event, no Event of Default or Default
shall have occurred and be continuing.

         Each Credit Event shall be deemed to constitute a representation and
warranty by the Borrower and Holdings on the date of such Credit Event as to the
matters specified in paragraphs (b) and (c) of this Section 4.01.

         SECTION 4.02. Restatement Date. On the Restatement Date:

         (a) The Administrative Agent shall have received, on behalf of itself,
the Lenders and the Issuing Bank, a favorable written opinion of Davis Polk &
Wardwell, special counsel for Holdings and the Borrower, substantially to the
effect set forth in Exhibit I (A) dated the Restatement Date, (B) addressed to
the Administrative Agent and the Lenders, and (C) covering such other matters
relating to the Loan Documents and the Transactions as the Administrative Agent
shall reasonably request, and Holdings and the Borrower hereby request such
counsel to deliver such opinion.

         (b) All legal matters incident to this Agreement, the Borrowings and
extensions of credit hereunder and the other Loan Documents shall be
satisfactory to the Lenders and to the Administrative Agent.

         (c) The Administrative Agent shall have received (i) a copy of the
certificate or articles of incorporation or other equivalent document, including
all amendments thereto, of each Loan Party, certified as of a recent date by the
Secretary of State of the state of its organization, and a certificate as to the
good standing of each Loan Party as of a recent date, from such Secretary of
State; (ii) a certificate of the Secretary or Assistant Secretary of each Loan
Party dated the Restatement Date and certifying (A) that attached thereto is a
true and complete copy of the by-laws or other equivalent document of such Loan
Party as in effect on the Restatement Date and (other than with respect to
Holdings and the Borrower, each of which will adopt new by-laws effective on the
Restatement Date) at all times since a date prior to the date of the resolutions
described in clause (B) below, (B) that attached thereto is a true and complete
copy of resolutions duly adopted by the Board of Directors or other equivalent
body of such Loan Party authorizing the execution, delivery and performance of
the Loan Documents to which such person is a party and, in the case of the
Borrower, the borrowings hereunder, and that such
<PAGE>
                                                                              64


resolutions have not been modified, rescinded or amended and are in full force
and effect, (C) that the certificate or articles of incorporation or other
equivalent document of such Loan Party have not been amended since the date of
the last amendment thereto shown on the certificate of good standing furnished
pursuant to clause (i) above (other than with respect to Holdings, which will
adopt a new certificate of incorporation effective on the Restatement Date, the
form of which (or, if available, a copy certified by the Secretary of State)
shall be attached to such certificate), and (D) as to the incumbency and
specimen signature of each officer executing any Loan Document or any other
document delivered in connection herewith on behalf of such Loan Party; (iii) a
certificate of another officer as to the incumbency and specimen signature of
the Secretary or Assistant Secretary executing the certificate pursuant to (ii)
above; and (iv) such other documents as the Lenders, the Issuing Bank or the
Administrative Agent may reasonably request.

         (d) The Administrative Agent shall have received a certificate, dated
the Restatement Date and signed by a Financial Officer of the Borrower,
confirming compliance with the conditions precedent set forth in paragraphs (b)
and (c) of Section 4.01.

         (e) The Administrative Agent shall have received, or shall receive
substantially simultaneously with the initial Borrowing of the Term Loans
hereunder, all Fees and other amounts due and payable on or prior to the
Restatement Date, including, to the extent invoiced, reimbursement or payment of
all out-of-pocket expenses required to be reimbursed or paid by the Borrower
hereunder or under any other Loan Document.

         (f) The Amendment Agreement shall have become effective in accordance
with its terms.

         (g) The Reaffirmation of Guarantee shall have been duly executed by the
parties thereto and delivered to the Collateral Agent and shall be in full force
and effect.

         (h) Each of (i) the Pledge Agreement, (ii) the Deed and Agreement of
Pledge dated June 27, 2002, among AMI Acquisition LLC, AMI Acquisition II LLC
and the Collateral Agent, (iii) the Chattel Mortgage dated January 20, 2001,
between the Borrower and the Collateral Agent and (iv) the Share Mortgage dated
October 31, 2002, between the Borrower and the Collateral Agent, shall be in
full force and effect, and all the outstanding Equity Interests of the Borrower
and the Subsidiaries (other than Immaterial Subsidiaries) shall have been duly
and validly pledged thereunder to the Collateral Agent for the ratable benefit
of the Secured Parties and certificates representing such shares and interests,
accompanied by instruments of transfer and stock powers endorsed in blank, shall
be in the actual possession of the Collateral Agent; provided that (i) neither
the Borrower nor any Domestic Subsidiary shall be required to pledge more than
65% of the voting stock of any Foreign Subsidiary and (ii) no Foreign Subsidiary
or Immaterial Subsidiary shall be required to pledge the capital stock of any of
its Subsidiaries.

         (i) The Security Agreement shall be in full force and effect and each
document (including each Uniform Commercial Code financing statement) required
by law or reasonably requested by the Administrative Agent to be filed,
registered or recorded in
<PAGE>
                                                                              65


order to create in favor of the Collateral Agent for the benefit of the Secured
Parties a valid, legal and perfected first-priority security interest in and
lien on the Collateral (subject to any Lien expressly permitted by Section 6.02)
described in such agreement shall have been delivered to the Collateral Agent.

         (j) (i) Each of the Security Documents, in form and substance
satisfactory to the Lenders, relating to each of the Mortgaged Properties shall
have been duly executed by the parties thereto and delivered to the Collateral
Agent and shall be in full force and effect, (ii) each of such Mortgaged
Properties shall not be subject to any Lien other than those permitted under
Section 6.02, (iii) each of such Security Documents shall have been filed and
recorded in the recording office as specified on Schedule 3.19(d) (or a lender's
title insurance policy (or a date down endorsement thereto), in form and
substance acceptable to the Collateral Agent, insuring such Security Document as
a first lien on such Mortgaged Property (subject to any Lien permitted by
Section 6.02) shall have been received by the Collateral Agent) and, in
connection therewith, the Collateral Agent shall have received evidence
satisfactory to it of each such filing and recordation or arrangements therefor
and (iv) the Collateral Agent shall have received such other documents,
including a policy or policies of title insurance issued by a nationally
recognized title insurance company (or a date down endorsement to any such
policies previously issued and delivered to the Collateral Agent) as may be
reasonably requested by the Collateral Agent and the Lenders, insuring the
Mortgages as valid first liens on the Mortgaged Properties, free of Liens other
than those permitted under Section 6.02.

         (k) The Parent Guarantee Agreement shall be in full force and effect.

         (l) The IPO and the Preferred Stock Redemption shall have been
consummated or shall be consummated simultaneously with the initial Borrowing of
the Term Loans hereunder on the Restatement Date, in each case in accordance
with applicable law and in all material respects in accordance with the terms
hereof.

         (m) The Existing Term Loans, together with accrued interest thereon,
shall have been repaid, or shall be repaid simultaneously with the initial
Borrowing of the Term Loans hereunder.

         (n) The Lenders shall have received copies of the Registration
Statement and each amendment thereto filed with the SEC (in each case, without
exhibits thereto).

         (o) The Lenders shall have received (i) the consolidated historical and
pro forma financial statements described in Section 3.05 and (ii) unaudited
consolidated balance sheets and related statements of operations, stockholders'
equity and cash flows of Holdings for each fiscal quarter ended after the date
of the latest financial statements included in the Registration Statement and at
least 45 days before the Restatement Date, which financial statements shall not
be materially inconsistent with the financial statements or forecasts previously
provided to the Lenders.

         (p) All requisite material governmental authorities and material third
parties shall have approved or consented to the Transactions and the other
transactions contemplated hereby to the extent required, all applicable appeal
periods shall have expired and there
<PAGE>
                                                                              66


shall be no litigation, governmental, administrative or judicial action, actual
or threatened, that could reasonably be expected to restrain, prevent or impose
burdensome conditions on the Transactions or the other transactions contemplated
hereby.

                                    ARTICLE V

                              Affirmative Covenants

         Each of Holdings and the Borrower covenants and agrees with each Lender
that so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document shall have
been paid in full and all Letters of Credit have been canceled or have expired
and all amounts drawn thereunder have been reimbursed in full, unless the
Required Lenders shall otherwise consent in writing, each of Holdings and the
Borrower will, and will cause each of its Subsidiaries (other than Immaterial
Subsidiaries) to:

         SECTION 5.01. Existence; Businesses and Properties. (a) Do or cause to
be done all things necessary to preserve, renew and keep in full force and
effect its legal existence, except as otherwise expressly permitted under
Section 6.05.

         (b) Do or cause to be done all things necessary to obtain, preserve,
renew, extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business; maintain and operate such business in
substantially the manner in which it is presently conducted and operated; comply
in all material respects with all applicable laws, rules, regulations (including
any zoning, building, Environmental Law, ordinance, code or approval or any
building permits or any restrictions of record or agreements affecting the
Mortgaged Properties) and decrees and orders of any Governmental Authority,
whether now in effect or hereafter enacted, except where the failure to comply
could not reasonably be expected to have a Material Adverse Effect; and at all
times maintain and preserve all property material to the conduct of such
business and keep such property in good repair, working order and condition and
from time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith may be properly conducted
at all times; provided, however, that nothing in this Section 5.01(b) shall
prevent (i) sales of assets, consolidations or mergers by or involving Holdings,
the Borrower or any of their respective Subsidiaries in accordance with Section
6.05, (ii) the withdrawal by Holdings, the Borrower or any of their respective
Subsidiaries of their qualification as a foreign corporation in any jurisdiction
where such withdrawal could not reasonably be expected to have a Material
Adverse Effect or (iii) the abandonment by Holdings, the Borrower or any of
their respective Subsidiaries of any rights, franchises, licenses and patents
that the Borrower reasonably determines are not useful to its business.

         SECTION 5.02. Insurance. (a) Keep its insurable properties adequately
insured at all times by financially sound and reputable insurers; maintain such
other insurance, to such extent and against such risks, including fire and other
risks insured against by
<PAGE>
                                                                              67


extended coverage, as is customary with companies in the same or similar
businesses operating in the same or similar locations, including public
liability insurance against claims for personal injury or death or property
damage occurring upon, in, about or in connection with the use of any properties
owned, occupied or controlled by it; and maintain such other insurance as may be
required by law.

         (b) Cause all such policies covering any Collateral to be endorsed or
otherwise amended to include a "standard" or "New York" lender's loss payable
endorsement, in form and substance satisfactory to the Administrative Agent and
the Collateral Agent, which endorsement shall provide that, from and after the
Closing Date, if the insurance carrier shall have received written notice from
the Administrative Agent or the Collateral Agent of the occurrence of an Event
of Default which is continuing, the insurance carrier shall pay all proceeds
otherwise payable to the Borrower or the Loan Parties under such policies
directly to the Collateral Agent; cause all such policies to provide that
neither the Borrower, the Administrative Agent, the Collateral Agent nor any
other party shall be a coinsurer thereunder and to contain a "Replacement Cost
Endorsement", without any deduction for depreciation, and such other provisions
as the Administrative Agent or the Collateral Agent may reasonably require from
time to time to protect their interests; deliver certificates of insurance
evidencing all such policies to the Collateral Agent; cause each such policy to
provide that it shall not be canceled, modified or not renewed (i) by reason of
nonpayment of premium upon not less than 10 days' prior written notice thereof
by the insurer to the Administrative Agent and the Collateral Agent (giving the
Administrative Agent and the Collateral Agent the right to cure defaults in the
payment of premiums) or (ii) for any other reason upon not less than 30 days'
prior written notice thereof by the insurer to the Administrative Agent and the
Collateral Agent; deliver to the Administrative Agent and the Collateral Agent,
prior to the cancellation, material modification or nonrenewal of any such
policy of insurance, a copy of a renewal or replacement policy (or other
evidence of renewal of a policy previously delivered to the Administrative Agent
and the Collateral Agent) together with evidence satisfactory to the
Administrative Agent and the Collateral Agent of payment of the premium
therefor.

         (c) If at any time the area in which the Premises (as defined in the
Mortgages) are located is designated (i) a "flood hazard area" in any Flood
Insurance Rate Map published by the Federal Emergency Management Agency (or any
successor agency), obtain flood insurance in such total amount as the
Administrative Agent, the Collateral Agent or the Required Lenders may from time
to time require, and otherwise comply with the National Flood Insurance Program
as set forth in the Flood Disaster Protection Act of 1973, as it may be amended
from time to time, or (ii) a "Zone" 1 area, obtain earthquake insurance in such
total amount as the Administrative Agent, the Collateral Agent or the Required
Lenders may from time to time require.

         (d) With respect to any Mortgaged Property, carry and maintain
comprehensive general liability insurance including the "broad form CGL
endorsement" and coverage on an occurrence basis against claims made for
personal injury (including bodily injury, death and property damage) and
comprehensive umbrella liability insurance, in no event for a combined single
limit of less than $25,000,000, naming the Collateral Agent as an additional
insured, on forms satisfactory to the Collateral Agent.
<PAGE>
                                                                              68



         (e) Notify the Administrative Agent and the Collateral Agent
immediately whenever any separate insurance concurrent in form or contributing
in the event of loss with that required to be maintained under this Section 5.02
is taken out by the Borrower; and promptly deliver to the Administrative Agent
and the Collateral Agent a duplicate original copy of such policy or policies.

         SECTION 5.03. Obligations and Taxes. Pay its Material Indebtedness and
other material obligations promptly and in accordance with their terms and pay
and discharge promptly when due all Taxes, assessments and governmental charges
or levies imposed upon it or upon its income or profits or in respect of its
property, before the same shall become delinquent or in default, as well as all
lawful claims for labor, materials and supplies or otherwise that, if unpaid,
might give rise to a Lien upon such properties or any part thereof; provided,
however, that such payment and discharge shall not be required with respect to
any such Tax, assessment, charge, levy or claim so long as the validity or
amount thereof shall be contested in good faith by appropriate proceedings and
the Borrower shall have set aside on its books adequate reserves with respect
thereto in accordance with GAAP and such contest operates to suspend collection
of the contested obligation, Tax, assessment or charge and enforcement of a Lien
and, in the case of a Mortgaged Property, there is no risk of forfeiture of such
property.

         SECTION 5.04. Financial Statements, Reports, etc. In the case of
Holdings and the Borrower, furnish to the Administrative Agent and each Lender:

                  (a) within 90 days after the end of each fiscal year, its
         consolidated and consolidating balance sheet and related statements of
         income and cash flows showing the financial condition of each of
         Holdings and the Borrower and their respective consolidated
         Subsidiaries as of the close of such fiscal year and the results of its
         operations and the operations of such Subsidiaries during such year,
         all audited by Ernst & Young LLP or other independent public
         accountants of recognized national standing and accompanied by an
         opinion of such accountants (which shall not be qualified in any
         material respect) to the effect that such consolidated financial
         statements fairly present the financial condition and results of
         operations of each of Holdings and the Borrower and their respective
         consolidated Subsidiaries on a consolidated basis in accordance with
         GAAP consistently applied;

                  (b) within 45 days after the end of each of the first three
         fiscal quarters of each fiscal year, its consolidated and consolidating
         balance sheet and related statements of income and cash flows showing
         the financial condition of each of Holdings and the Borrower and their
         respective consolidated Subsidiaries as of the close of such fiscal
         quarter and the results of its operations and the operations of such
         Subsidiaries during such fiscal quarter and the then elapsed portion of
         the fiscal year, all certified by one of its Financial Officers as
         fairly presenting the financial condition and results of operations of
         each of Holdings and the Borrower and their respective consolidated
         Subsidiaries on a consolidated basis in accordance with GAAP
         consistently applied, subject to normal year-end audit adjustments;
<PAGE>
                                                                              69

                  (c) (i) concurrently with any delivery of financial statements
         under sub-paragraph (a) or (b) above, a certificate of a Financial
         Officer opining on or certifying such statements certifying that no
         Event of Default or Default has occurred or, if such an Event of
         Default or Default has occurred, specifying the nature and extent
         thereof and any corrective action taken or proposed to be taken with
         respect thereto, setting forth computations in reasonable detail
         satisfactory to the Administrative Agent demonstrating compliance with
         the Financial Covenants and, in the case of paragraph (a) above,
         setting forth Holdings' calculation of Excess Cash Flow, the Borrower's
         Portion of Excess Cash Flow for such fiscal year and identifying the
         application, if any, of any Borrower's Portion of Excess Cash Flow from
         the immediately preceding fiscal year to Permitted Acquisitions
         pursuant to Section 6.04(m), investments pursuant to Section 6.04(o) or
         the prepayment of Loans pursuant to Section 2.12(a), (iii) in the case
         of paragraph (a) above, a report of the accounting firm opining on or
         certifying such financial statements stating that in the course of its
         regular audit of the financial statements of Holdings, the Borrower and
         their respective Subsidiaries, which audit was conducted in accordance
         with GAAP, such accounting firm obtained no knowledge that any Event of
         Default or Default has occurred or, if in the opinion of such
         accounting firm such an Event of Default or Default has occurred,
         specifying the nature and extent thereof;

                  (d) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         (other than exhibits thereto (unless requested by the Administrative
         Agent) and any registration statements on Form S-8 or its equivalent)
         filed by Holdings or any Subsidiary with the SEC, or any Governmental
         Authority succeeding to any or all of the functions of the SEC, or with
         any national securities exchange, or distributed to holders of any
         Material Indebtedness pursuant to the terms of the documentation
         governing such Indebtedness (or any trustee, agent or other
         representative therefor), as the case may be;

                  (e) promptly after the receipt thereof by Holdings, the
         Borrower or any of their respective Subsidiaries, a copy of any
         "management letter" received by any such person from its certified
         public accountants and the management's responses thereto;

                  (f) no later than 90 days following the first day of each
         fiscal year of Holdings, a budget in form reasonably satisfactory to
         the Administrative Agent (including budgeted statements of income by
         each of the Borrower's business units and sources and uses of cash and
         balance sheets) prepared by Holdings for (i) each of the four quarters
         of such fiscal year prepared in detail and (ii) each of the two years
         immediately following such fiscal year prepared in summary form, in
         each case, of Holdings and its Subsidiaries, accompanied by the
         statement of a Financial Officer of Holdings to the effect that the
         budget is a reasonable estimate for the period covered thereby; and

                  (g) promptly, from time to time, such other information
         regarding the operations, business affairs and financial condition of
         Holdings, the Borrower or
<PAGE>
                                                                              70

         any Subsidiary, or compliance with the terms of any Loan Document, as
         the Administrative Agent or any Lender may reasonably request.

         SECTION 5.05. Litigation and Other Notices. Furnish to the
Administrative Agent, the Issuing Bank and each Lender prompt written notice of
the following:

                  (a) any Event of Default or Default, specifying the nature and
         extent thereof and the corrective action (if any) taken or proposed to
         be taken with respect thereto;

                  (b) the filing or commencement of, or any threat or notice of
         intention of any person to file or commence, any action, suit or
         proceeding, whether at law or in equity or by or before any
         Governmental Authority, against the Borrower or any Affiliate thereof
         that could reasonably be expected to result in a Material Adverse
         Effect; and

                  (c) any development that has resulted in, or could reasonably
         be expected to result in, a Material Adverse Effect.

         SECTION 5.06. Employee Benefits. (a) Comply in all material respects
with the applicable provisions of ERISA and the Code and (b) furnish to the
Administrative Agent (i) as soon as possible after, and in any event within 10
days after any Responsible Officer of Holdings or any ERISA Affiliate knows or
has reason to know that, any ERISA Event has occurred that, alone or together
with any other ERISA Event could reasonably be expected to result in liability
of Holdings in an aggregate amount exceeding $5,000,000, a statement of a
Financial Officer of Holdings setting forth details as to such ERISA Event and
the action, if any, that Holdings proposes to take with respect thereto.

         SECTION 5.07. Maintaining Records; Access to Properties and
Inspections. Keep proper books of record and account in which full, true and
correct entries in conformity with GAAP and all requirements of law are made of
all dealings and transactions in relation to its business and activities. Each
Loan Party will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender to visit
and inspect the financial records and the properties of Holdings, the Borrower
or any Subsidiary at reasonable times and as often as reasonably requested and
to make extracts from and copies of such financial records, and permit any
representatives designated by the Administrative Agent or any Lender to discuss
the affairs, finances and condition of Holdings, the Borrower or any Subsidiary
with the officers thereof and (with the participation of or prior notice to such
officers) independent accountants therefor.

         SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and
request the issuance of Letters of Credit only for the purposes described in
Section 3.13.

         SECTION 5.09. Compliance with Environmental Laws. Comply, and cause all
lessees and other persons occupying its Properties to comply, in all material
respects with all Environmental Laws and Environmental Permits applicable to its
operations and
<PAGE>
                                                                              71

Properties; obtain and renew all material Environmental Permits necessary for
its operations and Properties; and conduct any Remedial Action in accordance
with Environmental Laws; provided, however, that none of Holdings, the Borrower
or any of the Subsidiaries shall be required to undertake any Remedial Action
required by Environmental Laws to the extent that its obligation to do so is
being contested in good faith and by proper proceedings and appropriate reserves
are being maintained with respect to such circumstances in accordance with GAAP.

         SECTION 5.10. Preparation of Environmental Reports. If a Default caused
by reason of a breach of Section 3.17 or 5.09 shall have occurred and be
continuing for more than 20 days without the Borrower or its Subsidiaries
commencing activities reasonably likely to cure such Default, at the written
request of the Required Lenders through the Administrative Agent, provide to the
Lenders within 45 days after such request, at the expense of the Borrower, an
environmental site assessment report regarding the matters which are the subject
of such Default prepared by an environmental consulting firm reasonably
acceptable to the Administrative Agent and indicating the presence or absence of
Hazardous Materials and the estimated cost of any compliance or Remedial Action
in connection with such Default.

         SECTION 5.11. Further Assurances. Execute any and all further
documents, financing statements, agreements and instruments, and take all
further action (including filing Uniform Commercial Code and other financing
statements, mortgages and deeds of trust) that may be required under applicable
law, or that the Required Lenders, the Administrative Agent or the Collateral
Agent may reasonably request, in order to effectuate the transactions
contemplated by the Loan Documents and in order to grant, preserve, protect and
perfect the validity and first priority of the security interests created or
intended to be created by the Security Documents. Holdings will cause any
subsequently acquired or organized Domestic Subsidiary (other than an Immaterial
Subsidiary), or any Immaterial Subsidiary that loses its status as such pursuant
to the definition of Immaterial Subsidiary, promptly to execute a Subsidiary
Guarantee Agreement and each applicable Security Document in favor of the
Collateral Agent. In addition, from time to time, the Borrower will, at its cost
and expense, promptly secure the Obligations by pledging or creating, or causing
to be pledged or created, perfected security interests with respect to such of
its assets and properties as the Administrative Agent or the Required Lenders
shall designate (it being understood that it is the intent of the parties that
the Obligations shall be secured by, among other things, substantially all the
assets of the Loan Parties (including real and other properties acquired
subsequent to the Restatement Date)); provided that not more than 65% of the
voting stock of any Foreign Subsidiary shall be required to be pledged to secure
the Obligations. Such security interests and Liens will be created under the
Security Documents and other security agreements, mortgages, deeds of trust and
other instruments and documents in form and substance satisfactory to the
Collateral Agent, and Holdings or the Borrower shall deliver or cause to be
delivered to the Lenders all such instruments and documents (including legal
opinions, title insurance policies and lien searches) as the Collateral Agent
shall reasonably request to evidence compliance with this Section. The Borrower
agrees to provide such evidence as the Collateral Agent shall reasonably request
as to the perfection and priority status of each such security interest and
Lien.
<PAGE>
                                                                              72

         SECTION 5.12. Existing Notes Redemption. Within five days following the
Restatement Date, the Borrower shall mail to the holders of the Existing Notes
(or any trustee therefor) irrevocable notice of the Existing Notes Redemption,
which notice shall comply with all applicable requirements of the indenture
governing the Existing Notes and shall establish a date not later than 50 days
after the mailing thereof as the Existing Notes Redemption Date; and the
Borrower shall effect the Existing Notes Redemption on the Existing Notes
Redemption Date.

         SECTION 5.13. Certain Treasury Regulation Matters. In the event the
Borrower determines to take any action inconsistent with its intention as set
forth in Section 3.23, it will promptly notify the Administrative Agent thereof.
If the Borrower so notifies the Administrative Agent, the Borrower acknowledges
that the Administrative Agent and one or more of the Lenders may treat its Loans
as part of a transaction that is subject to Treasury Regulation Section
301.6112-1 to the extent that the Borrower's application of the proceeds of the
Loans requires the same and the Administrative Agent and such Lender or Lenders,
as applicable, may, in connection therewith, maintain such lists and other
records as they may determine is required by such Treasury Regulation.

                                   ARTICLE VI

                               Negative Covenants

         Each of Holdings and the Borrower covenants and agrees with each Lender
that, so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document have been paid
in full and all Letters of Credit have been canceled or have expired and all
amounts drawn thereunder have been reimbursed in full, unless the Required
Lenders shall otherwise consent in writing, neither Holdings nor the Borrower
will, nor will they cause or permit any of their respective Subsidiaries to:

         SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist
any Indebtedness, except:

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

                  (b) Indebtedness actually outstanding on the Restatement Date
         and listed on Schedule 6.01;

                  (c) Indebtedness under non-speculative Interest Rate
         Protection Agreements which may be entered into from time to time by
         the Borrower and which the Borrower in good faith believes will provide
         protection against fluctuations in interest rates with respect to
         floating rate Indebtedness then outstanding, and permitted to remain
         outstanding, pursuant to the other provisions of this Section 6.01;
<PAGE>
                                                                              73

                  (d) Indebtedness evidenced by Capital Lease Obligations not in
         excess of $15,000,000 at any time outstanding;

                  (e) Indebtedness subject to Liens permitted under Section
         6.02(f), so long as the outstanding amount of such Indebtedness does
         not exceed the amount provided in said Section 6.02(f);

                  (f) intercompany Indebtedness of the Borrower and its
         Subsidiaries outstanding to the extent permitted by Section 6.04(f) and
         (h);

                  (g) in addition to any Indebtedness permitted by the preceding
         paragraph (f), Indebtedness of any Wholly Owned Subsidiary to the
         Borrower or another Wholly Owned Subsidiary constituting the purchase
         price in respect of intercompany transfers of goods and services made
         in the ordinary course of business to the extent not constituting
         Indebtedness for borrowed money;

                  (h) Indebtedness under performance bonds, surety, appeal or
         similar bonds, completion guaranties, letter of credit obligations to
         provide security for worker's compensation claims and bank overdrafts,
         in each case incurred in the ordinary course of business; provided that
         any obligations arising in connection with such bank overdraft
         Indebtedness is extinguished within five Business Days;

                  (i) Indebtedness evidenced by Other Hedging Agreements entered
         into pursuant to Section 6.04(e);

                  (j) Indebtedness of Foreign Subsidiaries (and subordinated
         guarantees of the Borrower and Holdings thereof) so long as the
         aggregate principal amount of all Indebtedness (including letters of
         credit) incurred pursuant to this paragraph (j) at any time outstanding
         does not exceed $15,000,000;

                  (k) (i) the Existing Notes outstanding on the Restatement Date
         (and senior subordinated guarantees thereof by one or more of the
         Guarantors), and (ii) Other Permitted Subordinated Debt (and senior
         subordinated guarantees thereof by one or more of the Guarantors),
         including any additional Existing Notes issued after the Restatement
         Date under the indenture governing the Existing Notes, in an aggregate
         principal amount under this clause (ii) not in excess of $200,000,000
         at any time outstanding; provided that (A) no Default or Event of
         Default shall have occurred and be continuing at the time of the
         incurrence of such Other Permitted Subordinated Debt or immediately
         after giving effect thereto and the application of proceeds thereof,
         and (B) the Borrower shall be in compliance with the covenant contained
         in Section 6.08 for the most recent fiscal quarter preceding such
         incurrence for which financial statements have been delivered to the
         Administrative Agent pursuant to Section 5.04(a) or (b) on a pro forma
         basis after giving effect to the incurrence of such Other Permitted
         Subordinated Debt and the application of the proceeds thereof (assuming
         such Other Permitted Subordinated Debt had been incurred, and such
         proceeds had been so applied, in each case on the first day of the
         relevant calculation period);
<PAGE>
                                                                              74

                  (l) Indebtedness consisting of (i) industrial revenue or
         industrial development bonds or similar obligations or (ii) Capital
         Lease Obligations, in each case of any Subsidiary that exists at the
         time such person becomes a Subsidiary and that was not incurred in
         contemplation of or in connection with the acquisition by the Borrower
         or a Subsidiary of such person;

                  (m) Indebtedness of any Subsidiary that exists at the time
         such person becomes a Subsidiary and that was not incurred in
         contemplation of or in connection with the acquisition by the Borrower
         or the Subsidiary of such person in an aggregate principal amount not
         to exceed $20,000,000 at any time outstanding;

                  (n) refinancings or renewals of Indebtedness permitted by
         Sections 6.01(b), (e), (k) and (m); provided that (i) any such
         refinancing Indebtedness is in an aggregate principal amount not
         greater than the aggregate amount of the Indebtedness being renewed or
         refinanced, plus the amount of any premiums required to be paid thereon
         and fees and expenses associated therewith, (ii) such refinancing
         Indebtedness has a later or equal final maturity and longer or equal
         weighted average life than the Indebtedness being renewed or refinanced
         and (iii) the covenants, events of default, subordination and other
         provisions thereof (including any guarantees thereof) shall be, in the
         aggregate, no less favorable to the Lenders than those contained in the
         Indebtedness being renewed or refinanced; and

                  (o) additional Indebtedness of the Borrower and its
         Subsidiaries to the extent not permitted by the foregoing clauses of
         this Section 6.01 not to exceed $20,000,000 in aggregate principal
         amount at any time outstanding.

         SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien
on any property or assets (including stock or other securities of any person,
including any Subsidiary) now owned or hereafter acquired by it or on any income
or revenues or rights in respect of any thereof, except:

                  (a) inchoate Liens for taxes, assessments or governmental
         charges or levies not yet due and payable or Liens for taxes,
         assessments or governmental charges or levies being contested in good
         faith and by appropriate proceedings for which adequate reserves have
         been established in accordance with GAAP in the United States (or the
         equivalent thereof in any country in which a Foreign Subsidiary is
         doing business, as applicable);

                  (b) Liens in respect of property or assets of the Borrower or
         any of its Subsidiaries imposed by law, which were incurred in the
         ordinary course of business and do not secure Indebtedness for borrowed
         money, such as carriers', warehousemen's, materialmen's, landlord's and
         mechanics' liens and other similar Liens arising in the ordinary course
         of business, and (i) which do not in the aggregate materially detract
         from the value of the property or assets of Holdings and its
         Subsidiaries, taken as a whole, or the Borrower and do not materially
         impair the use thereof in the operation of the business of Holdings and
<PAGE>
                                                                              75

         its Subsidiaries, taken as a whole, or the Borrower, or (ii) which are
         being contested in good faith by appropriate proceedings, which
         proceedings (or orders entered in connection with such proceedings)
         have the effect of preventing the forfeiture or sale of the property or
         assets subject to any such Lien;

                  (c) Liens and other matters in existence on the Restatement
         Date and set forth on Schedule 6.02 (including Liens and other matters
         set out on any applicable title insurance policy on the Restatement
         Date); provided that (i) the aggregate principal amount of the
         Indebtedness, if any, secured by such Liens does not increase and (ii)
         such Liens do not encumber any additional assets or properties of
         Holdings or any of its Subsidiaries;

                  (d) Liens created pursuant to the Security Documents;

                  (e) Liens upon assets of the Borrower and its Subsidiaries
         subject to Capital Lease Obligations to the extent permitted by Section
         6.01; provided that (i) such Liens only serve to secure the payment of
         Indebtedness arising under such Capital Lease Obligation and (ii) the
         Lien encumbering the asset giving rise to the Capital Lease Obligation
         does not encumber any other asset (other than proceeds thereof) of the
         Borrower or any Subsidiary of the Borrower;

                  (f) Liens placed upon assets used in the ordinary course of
         business of the Borrower or any of its Subsidiaries at the time of
         acquisition thereof by the Borrower or any such Subsidiary or within 90
         days thereafter to secure Indebtedness incurred to pay all or a portion
         of the purchase price thereof; provided that (i) the aggregate
         outstanding principal amount of all Indebtedness secured by Liens
         permitted by this paragraph (f) shall not at any time exceed
         $15,000,000 and (ii) in all events, the Lien encumbering the assets so
         acquired does not encumber any other asset (other than proceeds
         thereof) of the Borrower or such Subsidiary;

                  (g) easements, rights-of-way, restrictions (including zoning
         restrictions), covenants encroachments, protrusions and other similar
         charges or encumbrances, and minor title deficiencies, in each case
         whether now or hereafter in existence, not securing Indebtedness and
         not materially interfering with the conduct of the business of Holdings
         and its Subsidiaries taken as a whole or the Borrower;

                  (h) Liens arising out of judgments or awards in respect of
         which the Borrower or any of its Subsidiaries shall in good faith be
         prosecuting an appeal or proceedings for review in respect of which
         there shall be secured a subsisting stay of execution pending such
         appeal or proceedings; provided that the aggregate amount of all such
         judgments or awards (and any cash and the fair market value of any
         property subject to such Liens) does not exceed $5,000,000 at any time
         outstanding;

                  (i) Liens (other than any Lien imposed by ERISA) (i) incurred
         or deposits made in the ordinary course of business in connection with
         workers' compensation, unemployment insurance and other types of social
         security, (ii) to
<PAGE>
                                                                              76

         secure the performance of tenders, statutory obligations (other than
         excise taxes), surety, stay, customs and appeal bonds, statutory bonds,
         bids, leases, government contracts, trade contracts, performance and
         return of money bonds and other similar obligations (exclusive of
         obligations for the payment of borrowed money) or (iii) arising by
         virtue of deposits made in the ordinary course of business to secure
         liability for premiums to insurance carriers; provided that the
         aggregate amount of deposits at any time pursuant to clause (ii) and
         clause (iii) shall not exceed $1,000,000 in the aggregate;

                  (j) any interest or title of a lessor, sublessor, licensee or
         licensor under any lease or license agreement permitted by this
         Agreement and any interest of any mortgagee or other person claiming
         under any such lessor, sublessor, licensor or licensee;

                  (k) Liens in favor of customs and revenue authorities arising
         as a matter of law to secure the payment of customs duties in
         connection with the importation of goods;

                  (l) Liens arising out of conditional sale, title retention,
         consignment or similar arrangements for the sale of goods entered into
         by the Borrower or any of its Subsidiaries in the ordinary course of
         business in accordance with the past practices of the Borrower and its
         Subsidiaries;

                  (m) Liens on assets of Foreign Subsidiaries; provided that (i)
         such Liens do not extend to, or encumber, assets which constitute
         Collateral or the Equity Interests of the Borrower or any of its
         Subsidiaries, and (ii) such Liens extending to the assets of any
         Foreign Subsidiary secure only Indebtedness incurred by such Foreign
         Subsidiary pursuant to Section 6.01(j);

                  (n) Liens securing Indebtedness permitted by Sections 6.01(l)
         and (m); provided that (i) such Liens were not created in contemplation
         of or in connection with the related acquisition and (ii) such Liens do
         not apply to any property or assets of the Borrower or any Subsidiary
         other than the assets subject thereto prior to the related acquisition;
         and

                  (o) Liens not otherwise permitted by the foregoing paragraphs
         (a) through (n) to the extent attaching to properties and assets with
         an aggregate fair value at the time of attachment not in excess of, and
         securing liabilities not in excess of, (i) on or prior to July 1, 2004,
         $15,000,000 in the aggregate at any time outstanding, and (ii)
         thereafter, $10,000,000 in the aggregate at any time outstanding.

         SECTION 6.03. Sale and Lease-Back Transactions. Enter into any
arrangement, directly or indirectly, with any person whereby it shall sell or
transfer any property, real or personal, used or useful in its business, whether
now owned or hereafter acquired, and thereafter rent or lease such property or
other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred unless (i) the sale of such
property is permitted by Section 6.05 and (ii) any Liens arising in connection
with its use of such property are permitted by Section 6.02(e).
<PAGE>
                                                                              77

         SECTION 6.04. Investments, Loans and Advances. Directly or indirectly,
lend money or credit or make advances to any person, or purchase or acquire any
stock, obligations or securities of, or any other interest in, or make any
capital contribution to, any other person, or purchase or own a futures contract
or otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, except that
the following shall be permitted:

                  (a) the Borrower and its Subsidiaries may acquire and hold
         accounts receivable owing to any of them;

                  (b) the Borrower and its Subsidiaries may make loans and
         advances in the ordinary course of business to their respective
         employees so long as the aggregate principal amount thereof at any time
         outstanding (determined without regard to any write-downs or write-offs
         of such loans and advances) shall not exceed $5,000,000;

                  (c) the Borrower may enter into Interest Rate Protection
         Agreements to the extent permitted in Section 6.01(c);

                  (d) Holdings, the Borrower and the Subsidiaries may consummate
         the Transactions;

                  (e) the Borrower and it Subsidiaries may enter into and
         perform its obligations under Other Hedging Agreements entered into in
         the ordinary course of business and so long as any such Other Hedging
         Agreement is not speculative in nature and is (i) related to income
         derived from foreign operations of the Borrower or any Subsidiary or
         otherwise related to purchases permitted hereunder from foreign
         suppliers or (ii) entered into to protect the Borrower and/or its
         Subsidiaries against fluctuations in the prices of raw materials used
         in their businesses;

                  (f) any Wholly Owned Subsidiary may make intercompany loans to
         the Borrower or any Wholly Owned Subsidiary and the Borrower may make
         intercompany loans and advances to any Wholly Owned Subsidiary;
         provided that any promissory notes evidencing such intercompany loans
         made by the Borrower or a Domestic Wholly Owned Subsidiary shall be
         pledged (and delivered) by the Borrower or such Domestic Wholly Owned
         Subsidiary as Collateral pursuant to the Pledge Agreement, provided
         further that (i) neither the Borrower nor any Domestic Subsidiaries of
         the Borrower may make loans to any Foreign Subsidiaries of the Borrower
         pursuant to this paragraph (f) and (ii) any loans made by any Foreign
         Subsidiaries to the Borrower or any of its Domestic Subsidiaries
         pursuant to this paragraph (f) shall be subordinated to the obligations
         of the Loan Parties pursuant to subordination provisions in
         substantially the form of Exhibit J;

                  (g) Holdings, the Borrower and its Subsidiaries may hold the
         investments in their respective Subsidiaries existing on the
         Restatement Date and may make
<PAGE>
                                                                              78

         additional investments in Domestic Wholly Owned Subsidiaries following
         the Restatement Date;

                  (h) the Borrower and its Domestic Wholly Owned Subsidiaries
         may (i) make loans and advances to, or other investments in, the
         Belgian Subsidiary (and any intermediate Wholly Owned Subsidiary
         holding company) on or after the Restatement Date in an aggregate
         amount not in excess of $20,000,000 at any time outstanding (determined
         without reference to any write-downs or write-offs thereof) for the
         purposes of financing the working capital needs of the Belgian
         Subsidiary and its subsidiaries and (ii) make additional loans and
         advances to, or other investments in, Foreign Subsidiaries in an
         aggregate amount not in excess of $15,000,000 at any time outstanding
         (determined without reference to any write-downs or write-offs
         thereof); provided that if any such loans or advances shall be
         evidenced by one or more senior intercompany notes, such notes shall be
         pledged to the Collateral Agent for the benefit of the Secured Parties
         pursuant to the Pledge Agreement;

                  (i) the Borrower and its Subsidiaries may sell or transfer
         assets in the amounts and to the extent permitted by Section 6.05;

                  (j) the Borrower may establish Subsidiaries to the extent
         permitted by Section 6.13;

                  (k) Holdings, the Borrower and the Subsidiaries may make
         investments in Cash Equivalents;

                  (l) the Borrower and the Subsidiaries may hold investments
         consisting of noncash consideration received in connection with any
         sale of assets permitted by Section 6.05;

                  (m) the Borrower or any Domestic Wholly Owned Subsidiary may
         make Permitted Acquisitions;

                  (n) in addition to investments permitted by clauses (a)
         through (m) above, the Borrower and its Subsidiaries may make
         investments in Joint Ventures so long as the aggregate amount invested
         pursuant to this paragraph (n) does not exceed $10,000,000 in the
         aggregate;

                  (o) in addition to the investments permitted by clauses (a)
         through (n) above, the Borrower and its Subsidiaries may make other
         investments, loans and advances (other than investments in and loans
         and advances to Foreign Subsidiaries) in an aggregate amount (valued at
         cost or outstanding principal amount, as the case may be) not greater
         than the sum of (i) $25,000,000 and (ii) the Borrower's Portion of
         Excess Cash Flow at any time outstanding; and

                  (p) investments consisting of guarantees permitted by Section
         6.01 of Indebtedness permitted by Section 6.01.
<PAGE>
                                                                              79

         SECTION 6.05. Mergers, Consolidations, Sales of Assets and
Acquisitions. Wind up, liquidate or dissolve its affairs or enter into any
transaction of merger or consolidation, or convey, sell, lease or otherwise
dispose of (or agree to do any of the foregoing at any future time) all or any
part of its property or assets as part of an Asset Sale (other than pursuant to
casualty or condemnation), or purchase or otherwise acquire (in one or a series
of related transactions) any part of the property or assets (other than
purchases or other acquisitions of inventory, materials, equipment, real
property and intangible assets in the ordinary course of business) of any person
(or agree to do any of the foregoing at any future time), except that:

                  (a) each of the Borrower and its Subsidiaries may, subject to
         Section 2.13(b), make any Asset Sale so long as (i) the Borrower or its
         Subsidiaries receive consideration at the time of such Asset Sale at
         least equal to the fair market value (and, if the fair market value of
         such assets exceeds $2,000,000, as determined in good faith by the
         Board of Directors of the Borrower or such Subsidiary) of the assets
         sold, (ii) at least 75% of the consideration received by the Borrower
         and the Subsidiaries in respect thereof is in the form of cash or Cash
         Equivalents and (iii) the aggregate consideration received in respect
         of all Asset Sales pursuant to this paragraph (a) shall not exceed
         $10,000,000 in any four consecutive fiscal quarters of the Borrower;

                  (b) investments and Permitted Acquisitions may be made to the
         extent permitted by Section 6.04;

                  (c) each of the Borrower and its Subsidiaries may lease (as
         lessee) real or personal property in the ordinary course of business
         (so long as any such lease does not create a Capital Lease Obligation
         except to the extent permitted by Section 6.01);

                  (d) the Borrower and its Subsidiaries may sell or discount, in
         each case without recourse and in the ordinary course of business,
         overdue accounts receivable arising in the ordinary course of business,
         but only in connection with the compromise or collection thereof
         consistent with customary industry practice (and not as part of any
         bulk sale);

                  (e) licenses, cross-licenses or sublicenses by the Borrower
         and its Subsidiaries of software, trademarks and other intellectual
         property in the ordinary course of business and which do not materially
         interfere with the business of Holdings and its Subsidiaries, taken as
         a whole, shall be permitted;

                  (f) the Borrower or any Domestic Wholly Owned Subsidiary of
         the Borrower may transfer assets or lease to or acquire or lease assets
         from the Borrower or any other Domestic Wholly Owned Subsidiary or any
         Domestic Wholly Owned Subsidiary may be merged into the Borrower (as
         long as the Borrower is the surviving corporation of such merger as a
         Wholly Owned Subsidiary of Holdings) or any other Domestic Wholly Owned
         Subsidiary of the Borrower; and
<PAGE>
                                                                              80

                  (g) any Immaterial Subsidiary may be wound up, liquidated or
         dissolved.

To the extent the Required Lenders waive the provisions of this Section 6.05
with respect to the sale of any Collateral, or any Collateral is sold as
permitted by this Section 6.05, such Collateral (unless sold to Holdings or a
Subsidiary of Holdings) shall be sold free and clear of the Liens created by the
Security Documents, and the Administrative Agent and Collateral Agent shall be
authorized to take any actions deemed appropriate in order to effect the
foregoing.

         SECTION 6.06. Dividends. Authorize, declare or pay any Dividends with
respect to Holdings or any of its Subsidiaries, except that:

                  (a) any Subsidiary of the Borrower (i) may pay cash Dividends
         to the Borrower or any Subsidiary of the Borrower and (ii) if such
         Subsidiary is not a Wholly Owned Subsidiary, may pay cash Dividends to
         its shareholders generally so long as the Borrower or its respective
         Subsidiary which owns the equity interest or interests in the
         Subsidiary paying such Dividends receives at least its proportionate
         share thereof (based upon its relative holdings of equity interests in
         the Subsidiary paying such Dividends and taking into account the
         relative preferences, if any, of the various classes of equity
         interests in such Subsidiary);

                  (b) so long as there shall exist no Default or Event of
         Default (both before and after giving effect to the payment thereof),
         Holdings may repurchase its outstanding Equity Interests (or options to
         purchase such Equity Interests) following the death, disability,
         retirement or termination of employment of employees, officers or
         directors of Holdings or any of its Subsidiaries; provided that (i) all
         amounts used to effect such repurchases are obtained by Holdings from a
         substantially concurrent issuance of its Equity Interests (or options
         to purchase such Equity Interests) to other employees, members of
         management, executive officers or directors of Holdings or any of its
         Subsidiaries or (ii) to the extent the proceeds used to effect any
         repurchase pursuant to this clause (ii) are not obtained as described
         in preceding clause (i), the aggregate amount of Dividends paid by
         Holdings pursuant to this paragraph (b) (exclusive of amounts paid as
         described pursuant to preceding clause (i)) shall not exceed $4,000,000
         in any fiscal year of Holdings; provided that, in the event that the
         maximum amount which is permitted to be expended in respect of
         Dividends during any fiscal year pursuant to this clause (b)(ii) is not
         fully expended during such fiscal year, the maximum amount which may be
         expended during the immediately succeeding fiscal year pursuant to this
         clause (b)(ii) shall be increased by such unutilized amount;

                  (c) the Borrower may pay cash Dividends to Holdings for the
         purpose of paying, so long as all proceeds thereof are promptly used by
         Holdings to pay, its operating expenses incurred in the ordinary course
         of business and other corporate overhead costs and expenses (including,
         without limitation, legal and accounting expenses and similar
         expenses); provided that the aggregate amount of Dividends paid by the
         Borrower pursuant to this clause (c) shall not exceed $1,500,000 in any
         fiscal year of Holdings;
<PAGE>
                                                                              81

                  (d) the Borrower may pay cash Dividends to Holdings (whether
         or not pursuant to a Tax Sharing Agreement) for the purpose of paying,
         so long as all proceeds thereof are promptly used by Holdings to pay,
         franchise taxes and Federal, state and local income taxes and interest
         and penalties with respect thereto, if any, payable by Holdings;
         provided, however, that the amount of any such payment shall not exceed
         the amount of taxes that the Borrower would have been liable for on a
         stand-alone basis; provided further, however, that any refund shall be
         promptly returned by Holdings to the Borrower;

                  (e) the Borrower may pay cash Dividends to Holdings for the
         purpose of enabling Holdings to pay the Dividends referred to in clause
         (b) above, so long as all proceeds thereof are promptly used by
         Holdings to pay such Dividends; and

                  (f) the Preferred Stock Redemption shall be permitted and the
         Borrower may make a Dividend to Holdings to the extent necessary to
         effect the Preferred Stock Redemption.

         SECTION 6.07. Transactions with Affiliates. Except for transactions
among the Borrower and the Subsidiary Guarantors, enter into any transaction or
series of related transactions, whether or not in the ordinary course of
business, with any Affiliate of Holdings or any of its Subsidiaries, other than
in the ordinary course of business and on terms and conditions substantially as
favorable to Holdings or such Subsidiary as would reasonably be obtained by
Holdings or such Subsidiary at that time in a comparable arm's-length
transaction with a person other than an Affiliate, except that:

                  (a) Dividends may be paid to the extent provided in Section
         6.06;

                  (b) loans may be made and other transactions may be entered
         into between and among the Borrower, Holdings, the Subsidiaries and
         their respective Affiliates to the extent permitted by Sections 6.01
         and 6.04;

                  (c) customary fees may be paid to non-officer directors of
         Holdings;

                  (d) the Advisory Agreement Amendment Payment may be made; and

                  (e) fees may be paid to CVC, FP or any of their respective
         affiliates from time to time for financial, consulting and underwriting
         services which do not exceed the usual and customary fees of CVC, FP or
         their respective affiliates for similar services provided to other
         customers.

         SECTION 6.08. Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio for any period of four consecutive fiscal
quarters, in each case taken as one accounting period, ended during any period
set forth below to be less than the ratio set forth opposite such period below:

<TABLE>
<CAPTION>
  Period                                                         Ratio
  ------                                                         -----
<S>                                                            <C>
  July 1, 2003 to September 30, 2003                           2.50 to 1.0
  October 1, 2003 to December 31, 2003                         3.00 to 1.0
  January 1, 2004 and thereafter                               4.00 to 1.0
</TABLE>
<PAGE>
                                                                              82

         SECTION 6.09. Maximum Senior Leverage Ratio. Permit the Senior Leverage
Ratio at any time during a period set forth below to be greater than the ratio
set forth opposite such period below:

<TABLE>
<CAPTION>
  Period                                                         Ratio
  ------                                                         -----
<S>                                                           <C>
  September [  ], 2003 to September 30, 2004                  1.75 to 1.0
  October 1, 2004 to September 30, 2005                       1.50 to 1.0
  October 1, 2005 and thereafter                              1.25 to 1.0
</TABLE>

         SECTION 6.10. Limitation on Modifications of Indebtedness;
Modifications of Certificate of Incorporation, By-laws and Certain Other
Agreements, etc. (i) amend or modify, or permit the amendment or modification
of, any provision of the Existing Notes or any Other Permitted Subordinated Debt
or of any agreement (including, without limitation, any purchase agreement,
indenture, loan agreement or security agreement) relating thereto other than any
amendments or modifications to the Existing Notes or any Other Permitted
Subordinated Debt which do not in any way materially adversely affect the
interests of the Lenders; (ii) make (or give any notice in respect of) any
payment of any nature whatsoever (other than regularly scheduled payments of
interest) with respect to, or any payment (including any prepayment) on or
redemption or acquisition for value of any Existing Notes or any Other Permitted
Subordinated Debt (other than pursuant to the Existing Notes Redemption on the
Existing Notes Redemption Date and the notice relating thereto); provided,
however, that the Borrower may repurchase, redeem or otherwise acquire for value
any Existing Notes or Other Permitted Subordinated Debt (and give notice in
respect thereof) so long as (v) at the time of such acquisition and immediately
after giving effect thereto no Default or Event of Default shall have occurred
and be continuing, (w) the purchase or redemption price of the Indebtedness so
acquired shall not exceed 115% of the principal or face amount thereof, (x)
immediately after giving pro forma effect to such acquisition, there shall be at
least $35,000,000 of unused Revolving Credit Commitments, (y) on the date of
such acquisition and after giving pro forma effect thereto, the Senior Leverage
Ratio shall not be greater than 1.50 to 1.0 (or, if lower, the maximum Senior
Leverage Ratio then applicable pursuant to Section 6.09) and (z) the total
consideration paid in connection therewith and in connection with any other
repurchases, redemptions or acquisitions for value pursuant to this proviso
(including in respect of the principal or face amount of the Indebtedness so
repurchased, redeemed or otherwise acquired, any associated redemption premium
and any associated fees and expenses) shall not in the aggregate exceed
$50,000,000; (iii) amend or modify, or permit the amendment or modification of
any Tax Sharing Agreement, except for amendments or modifications which are not
in any way adverse in any material respect to the interests of the Lenders; or
(iv) amend, modify or change its Certificate of Incorporation (including,
without limitation, by the filing or modification of any certificate of
designation) or By-laws, or any agreement entered into by it, with respect to
its capital stock (including any shareholders' agreement), or enter into any new
agreement with respect to its capital stock, other than any amendments,
modifications or changes or any such new agreements which do not in any way
materially adversely affect in any material
<PAGE>
                                                                              83

respect the interests of the Lenders; provided that nothing in this clause (iv)
shall prevent Holdings or any of its Subsidiaries from amending its Certificate
of Incorporation or By-laws to provide indemnification to any officer or
director of Holdings or any such Subsidiary to the maximum extent permitted by
the law of its jurisdiction of incorporation; and provided further that Holdings
may issue such capital stock as is not prohibited by Section 6.12 and may amend
its Certificate of Incorporation to authorize any such capital stock.

         SECTION 6.11. Limitation on Certain Restrictions on Subsidiaries.
Directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction on the ability of any
Subsidiary to (a) pay dividends or make any other distributions on its capital
stock or any other interest or participation in its profits owned by the
Borrower or any Subsidiary of the Borrower, or pay any Indebtedness owed to the
Borrower or a Subsidiary of the Borrower, (b) make loans or advances to the
Borrower or any of the Borrower's Subsidiaries or (c) transfer any of its
properties or assets to the Borrower or any of the Borrower's Subsidiaries,
except for such encumbrances or restrictions existing under or by reason of (i)
applicable law, (ii) this Agreement and the other Loan Documents or the Existing
Notes, the Other Permitted Subordinated Debt or any indenture relating thereto,
(iii) customary provisions restricting subletting or assignment of any lease
governing a leasehold interest of the Borrower or a Subsidiary of the Borrower,
(vi) customary provisions restricting assignment of any agreement entered into
by the Borrower or a Subsidiary of the Borrower in the ordinary course of
business, (v) any holder of a Lien permitted by Section 6.02 may restrict the
transfer of the asset or assets subject thereto, (vi) restrictions which are not
more restrictive than those contained in this Agreement contained in any
documents governing any Indebtedness incurred after the Closing Date in
accordance with the provisions of this Agreement, (vii) any restriction relating
to Indebtedness of a Subsidiary and existing at the time it became a Subsidiary
if such restriction was not created in connection with or in anticipation of the
transaction or series of transactions pursuant to which such Subsidiary became a
Subsidiary or was acquired by the Borrower or any Subsidiary, and (viii) any
restrictions with respect to assets contractually committed to be sold as long
as such sale is otherwise permitted by this Agreement.

         SECTION 6.12. Limitation on Issuance of Capital Stock. (a) With respect
to Holdings, issue any capital stock that is not Qualified Capital Stock.

         (b) Holdings will not permit any of its Subsidiaries to issue any
capital stock (including by way of sales of treasury stock) or any options or
warrants to purchase, or securities convertible into, capital stock, except (i)
for transfers and replacements of then outstanding shares of capital stock, (ii)
for stock splits, stock dividends and additional issuances which do not decrease
the percentage ownership of Holdings or any of its Subsidiaries in any class of
the capital stock of such Subsidiary, (iii) in the case of Foreign Subsidiaries
of the Borrower, to qualify directors and to satisfy national citizenship
requirements to the extent required by applicable law, and (iv) Subsidiaries of
the Borrower formed after the Closing Date pursuant to Section 6.13 may issue
capital stock to the Borrower or the respective Subsidiary of the Borrower which
is to own such stock. All capital stock issued in accordance with this Section
6.12(b) shall, to the extent
<PAGE>
                                                                              84

required by the Pledge Agreement, be delivered to the Collateral Agent for
pledge pursuant to the Pledge Agreement.

         SECTION 6.13. Limitation on Creation of Subsidiaries; Immaterial
Subsidiaries. (a) Establish, create or acquire any additional Subsidiaries
without the prior written consent of the Required Lenders; provided that the
Borrower may establish or create or, in a Permitted Acquisition, acquire one or
more Wholly Owned Subsidiaries of the Borrower without such consent so long as
(a) 100% of the Equity Interests of any new Domestic Subsidiary (or all Equity
Interests of any new Foreign Subsidiary which is owned by any Loan Party, except
that not more than 65% of the voting stock of any such Foreign Subsidiary shall
be required to be so pledged) is upon the creation, establishment or acquisition
of any such new Subsidiary pledged and delivered to the Collateral Agent for the
benefit of the Secured Parties under the Pledge Agreement and (b) upon the
creation, establishment or acquisition of any such new Domestic Subsidiary such
Domestic Subsidiary becomes a party to the applicable Security Documents in
accordance with Section 5.11 and the other Loan Documents.

         (b) Make any capital contributions to, transfer any assets to or
otherwise invest in any Immaterial Subsidiary, or permit any Immaterial
Subsidiary to conduct any business or incur any Indebtedness that would result
in such Immaterial Subsidiary losing its status as an Immaterial Subsidiary
pursuant to the definition of Immaterial Subsidiary unless such Subsidiary, in
the case of any Domestic Immaterial Subsidiary, shall have become a party to the
Security Documents and 100% of its Equity Interests have been pledged to secure
the Obligations or, in the case of any Foreign Immaterial Subsidiary, 65% of its
Equity Interests have been pledged to secure the Obligations.

         SECTION 6.14. Business. (a) With respect to Holdings, engage in any
business activities or have any assets or liabilities, other than (i) its
ownership of the capital stock of the Borrower and liabilities incident thereto,
including its liabilities pursuant to the Pledge Agreement and its guarantee
pursuant to the Parent Guarantee Agreement, (ii) its obligations, if any,
pursuant to the Existing Notes and any Other Permitted Subordinated Debt
(including the indenture or other agreements relating thereto) and Qualified
Capital Stock, (iii) its employment of members of management of the Borrower,
(iv) its rights and obligations under the Recapitalization Agreement and the
Shareholders Agreement, and (iv) its rights and obligations pursuant to
employment arrangement, pension plans, stock options, stock ownership plans and
other employee benefit plans.

         (b) With respect to the Borrower and its Subsidiaries, engage (directly
or indirectly) in any business other than the business in which the Borrower and
its Subsidiaries are engaged on the Restatement Date and other businesses
reasonably related thereto.

         SECTION 6.15. Fiscal Year. With respect to Holdings and the Borrower,
change its fiscal year-end to a date other than the December 31.

         SECTION 6.16. Capital Expenditures. (a) Make any Capital Expenditures
in an aggregate amount in excess of the amount set forth opposite such period
below:
<PAGE>
                                                                              85

<TABLE>
<CAPTION>
  Period                                                             Amount
  ------                                                             ------
<S>                                                                  <C>
  January 1, 2003 to December 31, 2003                               $33,000,000
  January 1, 2004 to December 31, 2004                               $38,000,000
  January 1, 2005 to December 31, 2005                               $41,500,000
  January 1, 2006 to December 31, 2006                               $73,000,000
  January 1, 2007 to December 31, 2007                               $75,000,000
  January 1, 2008 to December 31, 2008                               $58,000,000
</TABLE>

         (b) Notwithstanding anything to the contrary contained in paragraph (a)
above, to the extent that the aggregate amount of Capital Expenditures made by
the Borrower and its Subsidiaries pursuant to this Section 6.16 in any period
(other than Capital Expenditures made pursuant to this paragraph (b)) is less
than the amount permitted by paragraph (a) above with respect to such period, an
amount equal to 50% of such difference may be carried forward and used to make
Capital Expenditures in the immediately succeeding period; provided that Capital
Expenditures made in any such succeeding period shall be applied first to such
amounts carried forward before being applied to amounts permitted under
paragraph (a) above; and provided further that amounts once carried forward to
such succeeding period shall lapse and terminate at the end of such period.

                                  ARTICLE VII

                                Events of Default

         In case of the happening of any of the following events ("Events of
Default"):

                  (a) any representation or warranty made or deemed made in or
         in connection with any Loan Document or the borrowings or issuances of
         Letters of Credit hereunder, or any representation, warranty, statement
         or information contained in any report, certificate, financial
         statement or other instrument furnished in connection with or pursuant
         to any Loan Document, shall prove to have been false or misleading in
         any material respect when so made, deemed made or furnished;

                  (b) default shall be made in the payment of any principal of
         any Loan or the reimbursement with respect to any L/C Disbursement when
         and as the same shall become due and payable, whether at the due date
         thereof or at a date fixed for prepayment thereof or by acceleration
         thereof or otherwise;

                  (c) default shall be made in the payment of any interest on
         any Loan or any Fee or L/C Disbursement or any other amount (other than
         an amount referred to in (b) above) due under any Loan Document, when
         and as the same shall become due and payable, and such default shall
         continue unremedied for a period of three Business Days;
<PAGE>
                                                                              86

                  (d) default shall be made in the due observance or performance
         by Holdings, the Borrower or any Subsidiary of any covenant, condition
         or agreement contained in Section 5.01(a), 5.05 or 5.08 or in Article
         VI;

                  (e) default shall be made in the due observance or performance
         by Holdings, the Borrower or any Subsidiary of any covenant, condition
         or agreement contained in any Loan Document (other than those specified
         in (b), (c) or (d) above) and such default shall continue unremedied or
         shall not be waived for a period of 20 days after written notice
         thereof from the Administrative Agent or any Lender to the Borrower;

                  (f) Holdings, the Borrower or any Subsidiary shall (i) fail to
         pay any principal or interest, regardless of amount, due in respect of
         any Material Indebtedness when and as the same shall become due and
         payable, or (ii) fail to observe or perform any other term, covenant,
         condition or agreement contained in any agreement or instrument
         evidencing or governing any Material Indebtedness if the effect of any
         failure referred to in this clause (ii) is to cause, or to permit the
         holder or holders of such Material Indebtedness or a trustee on its or
         their behalf (with or without the giving of notice, the lapse of time
         or both) to cause, such Material Indebtedness to become due prior to
         its stated maturity;

                  (g) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed in a court of competent
         jurisdiction seeking (i) relief in respect of Holdings, the Borrower or
         any Subsidiary, or of a substantial part of the property or assets of
         Holdings, the Borrower or a Subsidiary, under Title 11 of the United
         States Code, as now constituted or hereafter amended, or any other
         Federal, state or foreign bankruptcy, insolvency, receivership or
         similar law, (ii) the appointment of a receiver, trustee, custodian,
         sequestrator, conservator or similar official for Holdings, the
         Borrower or any Subsidiary or for a substantial part of the property or
         assets of Holdings, the Borrower or a Subsidiary or (iii) the
         winding-up or liquidation of Holdings, the Borrower or any Subsidiary;
         and such proceeding or petition shall continue undismissed for 60 days
         or an order or decree approving or ordering any of the foregoing shall
         be entered;

                  (h) Holdings, the Borrower or any Subsidiary shall (i)
         voluntarily commence any proceeding or file any petition seeking relief
         under Title 11 of the United States Code, as now constituted or
         hereafter amended, or any other Federal, state or foreign bankruptcy,
         insolvency, receivership or similar law, (ii) consent to the
         institution of, or fail to contest in a timely and appropriate manner,
         any proceeding or the filing of any petition described in (g) above,
         (iii) apply for or consent to the appointment of a receiver, trustee,
         custodian, sequestrator, conservator or similar official for Holdings,
         the Borrower or any Subsidiary or for a substantial part of the
         property or assets of Holdings, the Borrower or any Subsidiary, (iv)
         file an answer admitting the material allegations of a petition filed
         against it in any such proceeding, (v) make a general assignment for
         the benefit of creditors, (vi) become unable, admit in writing its
         inability or fail generally to pay its debts as they become due or
         (vii) take any action for the purpose of effecting any of the
         foregoing;
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                                                                              87

                  (i) one or more judgments for the payment of money in an
         aggregate amount in excess of $5,000,000 shall be rendered against
         Holdings, the Borrower, any Subsidiary or any combination thereof and
         the same shall remain undischarged for a period of 30 consecutive days
         during which execution shall not be effectively stayed, or any action
         shall be legally taken by a judgment creditor to levy upon assets or
         properties of Holdings, the Borrower or any Subsidiary to enforce any
         such judgment;

                  (j) an ERISA Event shall have occurred that, in the opinion of
         the Required Lenders, when taken together with all other such ERISA
         Events, could reasonably be expected to result in liability of the
         Borrower and its ERISA Affiliates in an aggregate amount exceeding
         $5,000,000;

                  (k) any security interest purported to be created by any
         Security Document shall cease to be, or shall be asserted by the
         Borrower or any other Loan Party not to be, a valid, perfected, first
         priority (except as otherwise expressly provided in this Agreement or
         such Security Document) security interest in the securities, assets or
         properties covered thereby, except to the extent that any such loss of
         perfection or priority results from the failure of the Collateral Agent
         to maintain possession of certificates representing securities pledged
         under the Pledge Agreement and except to the extent that such loss (i)
         is covered by a lender's title insurance policy and the related insurer
         promptly after such loss shall have acknowledged in writing that such
         loss is covered by such title insurance policy or (ii) would not,
         together with all such losses, result in Collateral having a fair
         market value in excess of $1,000,000 ceasing to be so subject;

                  (l) any of the Obligations hereunder shall cease to constitute
         "Designated Senior Indebtedness" under and as defined in the indenture
         governing the Existing Notes or under the indenture or other definitive
         documentation for any Other Permitted Subordinated Debt (if any such
         Indebtedness is outstanding);

                  (m) there shall have occurred a Change in Control; or

                  (n) any guarantee under the Guarantee Agreements of the
         Obligations of the Borrower, for any reason other than the satisfaction
         in full of all Obligations (other than indemnification obligations not
         due and payable), shall cease to be in full force and effect (other
         than in accordance with its terms) or is declared to be null and void,
         or any Loan Party shall deny in writing that it has any further
         liability, including without limitation with respect to future advances
         by the Lenders, under any Loan Document to which it is a party;

then, and in every such event (other than an event with respect to Holdings or
the Borrower described in paragraph (g) or (h) above), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or different times:
(i) terminate forthwith the Commitments and (ii) declare the Loans then
outstanding to be forthwith due and payable in whole or in
<PAGE>
                                                                              88

part, whereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder and under any other Loan Document,
shall become forthwith due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding; and in any event with respect to Holdings or the
Borrower described in paragraph (g) or (h) above, the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder and under any other Loan Document,
shall automatically become due and payable, without presentment, demand, protest
or any other notice of any kind, all of which are hereby expressly waived by the
Borrower, anything contained herein or in any other Loan Document to the
contrary notwithstanding.

                                  ARTICLE VIII

                The Administrative Agent and the Collateral Agent

         Each of the Lenders and the Issuing Bank hereby irrevocably appoints
the Administrative Agent and Collateral Agent (for purposes of this Article
VIII, the term "Agent" shall mean the Administrative Agent or the Collateral
Agent or both, as the context may require) as its agent and authorizes the Agent
to take such actions on its behalf and to exercise such powers as are delegated
to the Agent by the terms of the Loan Documents, together with such actions and
powers as are reasonably incidental thereto. Without limiting the generality of
the foregoing, the Agent is hereby expressly authorized to execute any and all
documents (including releases) with respect to the Collateral and the rights of
the Secured Parties with respect thereto, as contemplated by and in accordance
with the provisions of this Agreement and the Security Documents.

         The bank serving as the Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not the Agent, and such bank and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with
Holdings, the Borrower or any Subsidiary or other Affiliate thereof as if it
were not the Agent hereunder.

         The Agent shall not have any duties or obligations except those
expressly set forth in the Loan Documents. Without limiting the generality of
the foregoing, (a) the Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing,
(b) the Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that the Agent is required to
exercise in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in
Section 9.08), and (c) except as expressly set forth in the Loan Documents, the
Agent shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to Holdings, the Borrower or any
of its Subsidiaries that is communicated to or obtained by the bank serving as
Agent or any of its Affiliates in any capacity. The Agent
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                                                                              89

shall not be liable for any action taken or not taken by it with the consent or
at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary under the circumstances as provided in Section
9.08) or in the absence of its own gross negligence or wilful misconduct. The
Agent shall not be deemed not to have knowledge of any Default unless and until
written notice thereof is given to the Agent by Holdings, the Borrower or a
Lender, and the Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with any Loan Document, (ii) the contents of any certificate, report
or other document delivered thereunder or in connection therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article IV or elsewhere in any Loan Document, other than to confirm receipt of
items expressly required to be delivered to the Agent.

         The Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper person. The Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper person, and shall not incur any liability for relying
thereon. The Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

         The Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by the Agent. The
Agent and any such sub-agent may perform any and all its duties and exercise its
rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to
the Related Parties of each Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Agent.

         Subject to the appointment and acceptance of a successor Agent as
provided in this paragraph, either Agent may resign at any time by notifying the
Lenders, the Issuing Bank and the Borrower. Upon any such resignation, the
Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor. If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Agent gives notice of its resignation, then the retiring Agent may,
on behalf of the Lenders and the Issuing Bank, appoint a successor Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Agent hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the Borrower to a successor Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Agent's
<PAGE>
                                                                              90

resignation hereunder, the provisions of this Article and Section 9.05 shall
continue in effect for the benefit of such retiring Agent, its sub-agents and
their respective Indemnitees in respect of any actions taken or omitted to be
taken by any of them while it was acting as Agent.

         Each Lender acknowledges that it has, independently and without
reliance upon the Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or related agreement
or any document furnished hereunder or thereunder.

                                   ARTICLE IX

                                  Miscellaneous

         SECTION 9.01. Notices. Notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by fax, as follows:

                  (a) if to the Borrower or Holdings, to it at 2300 Buckskin
         Road, Pocatello, ID 83201, Attention of Stephen Blake, Treasurer (Fax
         No. (208) 234-6631);

                  (b) if to the Administrative Agent, to Credit Suisse First
         Boston, Eleven Madison Avenue, New York, New York 10010, Attention of
         Agency Administration (Fax No. (212) 325-8304); and

                  (c) if to a Lender, to it at its address (or fax number) set
         forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to
         which such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by fax
or on the date five Business Days after dispatch by certified or registered mail
if mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 9.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 9.01.

         SECTION 9.02. Survival of Agreement. All covenants, agreements,
representations and warranties made by the Borrower or Holdings herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and the Issuing Bank and shall survive the
making by the Lenders of the Loans and the issuance of Letters of Credit by the
Issuing Bank, regardless of any
<PAGE>
                                                                              91

investigation made by the Lenders or the Issuing Bank or on their behalf, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any Fee or any other amount payable under this
Agreement or any other Loan Document is outstanding and unpaid or any Letter of
Credit is outstanding and so long as the Commitments have not been terminated.
The provisions of Sections 2.14, 2.16, 2.20 and 9.05 shall remain operative and
in full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration of the Commitments, the expiration
of any Letter of Credit, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Administrative Agent, the Collateral Agent, any
Lender or the Issuing Bank.

         SECTION 9.03. Binding Effect. This Agreement shall become effective as
provided in the Amendment Agreement.

         SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the permitted successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the Borrower, Holdings, the
Administrative Agent, the Issuing Bank or the Lenders that are contained in this
Agreement shall bind and inure to the benefit of their respective successors and
assigns.

         (b) Each Lender may assign to one or more assignees all or a portion of
its interests, rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided,
however, that (i) except in the case of an assignment to a Lender or an
Affiliate or Related Fund of such Lender, (x) the Borrower and the
Administrative Agent (and, in the case of any assignment of a Revolving Credit
Commitment, the Issuing Bank and the Swingline Lender) must give their prior
written consent to such assignment (which consent shall not be unreasonably
withheld or delayed); provided, however, that the consent of the Borrower shall
not be required to any such assignment (1) during the continuance of any Event
of Default described in subsection (g) or (h) of Article VII or (2) if such
assignment is made in connection with the primary syndication of the Term Loans
to persons previously identified to the Borrower in writing (or to Affiliates of
such persons) and (y) the amount of the Commitment of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than (A) $2,500,000, in the case of Revolving Loans
and/or Commitments, and (B) $1,000,000, in the case of Term Loans and/or Term
Loan Commitments (or, if less, the entire remaining amount of such Lender's
Commitment) or such lesser amount as the Borrower and the Administrative Agent
may from time to time agree (such agreement to be conclusively evidenced by the
execution of the related Assignment and Acceptance), (ii) the parties to each
such assignment shall (A) electronically execute and deliver to the
Administrative Agent an Assignment and Acceptance via an electronic settlement
system acceptable to the Administrative Agent (which initially shall be
ClearPar, LLC) or (B) manually execute and deliver to the Administrative Agent
an Assignment and Acceptance, together (except in the case of an assignment to
an Affiliate or a Related Fund or if waived at the
<PAGE>
                                                                              92

discretion of the Administrative Agent) with a processing and recordation fee of
$3,500 and (iii) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire and any applicable tax
forms. Upon acceptance and recording pursuant to paragraph (e) of this Section
9.04, from and after the effective date specified in each Assignment and
Acceptance, (A) the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Acceptance, have the
rights and obligations of a Lender under this Agreement and (B) the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an 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 2.14, 2.16, 2.20 and 9.05, as well as to any Fees
accrued for its account and not yet paid).

         (c) By executing and delivering an Assignment and Acceptance, the
assigning Lender thereunder and the assignee thereunder shall be deemed to
confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of
the interest being assigned thereby free and clear of any adverse claim and that
its Term Loan Commitment and Revolving Credit Commitment, and the outstanding
balances of its Term Loans and Revolving Loans, in each case without giving
effect to assignments thereof which have not become effective, are as set forth
in such Assignment and Acceptance, (ii) except as set forth in (i) above, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement,
any other Loan Document or any other instrument or document furnished pursuant
hereto, or the financial condition of the Borrower or any Subsidiary or the
performance or observance by the Borrower or any Subsidiary of any of its
obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received a copy of this
Agreement, together with copies of the most recent financial statements referred
to in Section 3.05(a) or delivered pursuant to Section 5.04 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (v) such
assignee will independently and without reliance upon the Administrative Agent,
the Collateral Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (vi) such assignee appoints and authorizes the Administrative
Agent and the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Administrative
Agent and the Collateral Agent, respectively, by the terms hereof, together with
such powers as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.
<PAGE>
                                                                              93

         (d) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive and the Borrower, the Administrative Agent, the Issuing Bank, the
Collateral 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, the Issuing Bank, the Collateral Agent
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

         (e) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) above (if applicable) and, if required, the written consent of the Borrower,
the Swingline Lender, the Issuing Bank and the Administrative Agent to such
assignment, the Administrative Agent shall (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Lenders, the Swingline Lender and the
Issuing Bank. No assignment shall be effective unless it has been recorded in
the Register as provided in this paragraph (e).

         (f) Each Lender may without the consent of the Borrower, the Swingline
Lender, the Issuing Bank or the Administrative Agent sell participations to one
or more banks or other entities in all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); provided, however, 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, (iii) the participating banks or other entities shall be
entitled to the benefit of the cost protection provisions contained in Sections
2.14, 2.16 and 2.20 to the same extent as if they were Lenders and (iv) the
Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement, and such Lender shall
retain the sole right to enforce the obligations of the Borrower relating to the
Loans or L/C Disbursements and to approve any amendment, modification or waiver
of any provision of this Agreement (other than amendments, modifications or
waivers decreasing any fees payable hereunder or the amount of principal of or
the rate at which interest is payable on the Loans, extending any scheduled
principal payment date pursuant to Section 2.11 or date fixed for the payment of
interest on the Loans, increasing or extending the Commitments or releasing any
Guarantor or all or substantially all of the Collateral).

         (g) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.04, disclose to the assignee or participant or proposed assignee or
participant any information
<PAGE>
                                                                              94

relating to the Borrower furnished to such Lender by or on behalf of the
Borrower; provided that, prior to any such disclosure of information designated
by the Borrower as confidential, each such assignee or participant or proposed
assignee or participant shall execute an agreement whereby such assignee or
participant shall agree (subject to customary exceptions) to preserve the
confidentiality of such confidential information on terms no less restrictive
than those applicable to the Lenders pursuant to Section 9.16.

         (h) Any Lender may at any time assign all or any portion of its rights
under this Agreement to secure extensions of credit to such Lender or in support
of obligations owed by such Lender; provided that no such assignment shall
release a Lender from any of its obligations hereunder or substitute any such
assignee for such Lender as a party hereto.

         (i) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an
"SPC"), identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Borrower, the option to provide to the
Borrower all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrower pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPC to make any Loan and
(ii) if an SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the 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 indebtedness 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 proceedings
under the laws of the United States or any State thereof. In addition,
notwithstanding anything to the contrary contained in this Section 9.04, any SPC
may (i) with notice to, but without the prior written consent of, the Borrower
and the Administrative Agent and without paying any processing fee therefore,
assign all or a portion of its interests in any Loans to the Granting Lender or
to any financial institutions (consented to by the Borrower and Administrative
Agent) providing liquidity and/or credit support to or for the account of such
SPC to support the funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC.

         (j) Neither Holdings nor the Borrower shall assign or delegate any of
its rights or duties hereunder without the prior written consent of the
Administrative Agent, the Issuing Bank and each Lender, and any attempted
assignment without such consent shall be null and void.
<PAGE>
                                                                              95

         (k) In the event that Standard & Poor's Ratings Group, Moody's
Investors Service, Inc., and Thompson's BankWatch (or InsuranceWatch Ratings
Service, in the case of Lenders that are insurance companies (or Best's
Insurance Reports, if such insurance company is not rated by Insurance Watch
Ratings Service)) shall, after the date that any Lender becomes a Revolving
Credit Lender, downgrade the long-term certificate deposit ratings of such
Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the
case of a Lender that is an insurance company (or B, in the case of an insurance
company not rated by InsuranceWatch Ratings Service)), then the Issuing Bank
shall have the right, but not the obligation, at its own expense, upon notice to
such Lender and the Administrative Agent, to replace (or to request the Borrower
to use its reasonable efforts to replace) such Lender with an assignee (in
accordance with and subject to the restrictions contained in paragraph (b)
above), and such Lender hereby agrees to transfer and assign without recourse
(in accordance with and subject to the restrictions contained in paragraph (b)
above) all its interests, rights and obligations in respect of its Revolving
Credit Commitment to such assignee; provided, however, that (i) no such
assignment shall conflict with any law, rule and regulation or order of any
Governmental Authority and (ii) the Issuing Bank or such assignee, as the case
may be, shall pay to such Lender in immediately available funds on the date of
such assignment the principal of and interest accrued to the date of payment on
the Loans made by such Lender hereunder and all other amounts accrued for such
Lender's account or owed to it hereunder.

         SECTION 9.05. Expenses; Indemnity. (a) The Borrower and Holdings agree,
jointly and severally, to pay all out-of-pocket expenses (i) incurred by the
Administrative Agent, the Collateral Agent, the Swingline Lender and the Issuing
Bank in connection with the syndication of the credit facilities provided for
herein and the preparation and administration of this Agreement and the other
Loan Documents or in connection with any amendments, modifications or waivers of
the provisions hereof or thereof (whether or not the transactions hereby or
thereby contemplated shall be consummated) or (ii) incurred by the
Administrative Agent, the Collateral Agent or any Lender in connection with the
enforcement or protection of its rights in connection with this Agreement and
the other Loan Documents or in connection with the Loans made or Letters of
Credit issued hereunder, including the fees, charges and disbursements of
Cravath, Swaine & Moore LLP, counsel for the Administrative Agent and the
Collateral Agent, and, in connection with any such enforcement or protection,
the fees, charges and disbursements of any other counsel for the Administrative
Agent, the Collateral Agent or any Lender.

         (b) The Borrower and Holdings agree, jointly and severally, to
indemnify the Administrative Agent, the Collateral Agent, each Lender, the
Issuing Bank and each Related Party of any of the foregoing persons (each such
person being called an "Indemnitee") against, and to hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related
expenses, including reasonable counsel fees, charges and disbursements, incurred
by or asserted against any Indemnitee arising out of, in any way connected with,
or as a result of any claim, litigation, investigation or proceeding (whether or
not any Indemnitee is a party thereto) relating to (i) the execution or delivery
of this Agreement or any other Loan Document or any agreement or instrument
contemplated thereby, the performance by the parties thereto of their
<PAGE>
                                                                              96

respective obligations thereunder or the consummation of the Transactions and
the other transactions contemplated thereby, (ii) the use of the proceeds of the
Loans or issuance of Letters of Credit or (iii) any actual or alleged presence
or Release of Hazardous Materials on any property owned or operated by the
Borrower or any of the Subsidiaries, or any Environmental Claim related in any
way to the Borrower or the Subsidiaries; provided that such indemnity shall not,
as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final judgment to have resulted from the gross negligence or
wilful misconduct of such Indemnitee and provided further that no such Related
Party of any Lender that is a party to the underwriting agreement or the
engagement letter relating to the IPO shall be entitled to make any claim
relating to or based upon the IPO hereunder, any such claims to be made under
such underwriting agreement or engagement letter.

         (c) To the extent that Holdings and the Borrower fail to pay any amount
required to be paid by them to the Administrative Agent, the Collateral Agent or
the Issuing Bank under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent, the Collateral Agent or the
Issuing Bank, as the case may be, such Lender's pro rata share (determined as of
the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent, the Collateral
Agent or the Issuing Bank in its capacity as such. For purposes hereof, a
Lender's "pro rata share" shall be determined based upon its share of the sum of
the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused
Commitments at the time.

         (d) To the extent permitted by applicable law, neither Holdings nor the
Borrower shall assert, and each hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the Transactions, any Loan or Letter of Credit or the use
of the proceeds thereof.

         (e) The provisions of this Section 9.05 shall remain operative and in
full force and effect regardless of the expiration of the term of this
Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration of the Commitments, the expiration
of any Letter of Credit, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document, or any investigation
made by or on behalf of the Administrative Agent, the Collateral Agent, any
Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be
payable on written demand therefor accompanied by reasonable documentation with
respect to any reimbursement, indemnification or other amount requested.

         SECTION 9.06. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, except to the extent prohibited by law, to set off and apply
any and all deposits (general
<PAGE>
                                                                              97

or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender to or for the credit or the
account of the Borrower or Holdings against any of and all the obligations of
the Borrower or Holdings now or hereafter existing under this Agreement and
other Loan Documents held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement or such other Loan
Document and although such obligations may be unmatured. The rights of each
Lender under this Section 9.06 are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

         SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN
DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF
COMMERCE, PUBLICATION NO. 500 (THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT
GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in
exercising any power or right hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or any other Loan Document or consent to any
departure by the Borrower or any other Loan Party therefrom shall in any event
be effective unless the same shall be permitted by paragraph (b) below, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given. No notice or demand on the Borrower or Holdings in
any case shall entitle the Borrower or Holdings to any other or further notice
or demand in similar or other circumstances.

         (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower, Holdings and the Required Lenders; provided,
however, that no such agreement shall (i) decrease the principal amount of, or
extend the maturity of or any scheduled principal payment date pursuant to
Section 2.11 or date for the payment of any interest on any Loan or any date for
reimbursement of an L/C Disbursement, or waive or excuse any such payment or any
part thereof, or decrease the rate of interest on any Loan or L/C Disbursement,
without the prior written consent of each Lender affected thereby, (ii) increase
or extend the Commitment or decrease or extend the date for
<PAGE>
                                                                              98

payment of the Commitment Fees of any Lender without the prior written consent
of such Lender, (iii) amend or modify the pro rata requirements of Section 2.17,
the provisions of Section 9.04(j), the provisions of this Section 9.08, the
definition of the term "Required Lenders" or release any Guarantor (other than
in connection with a transaction permitted hereunder) or all or substantially
all of the Collateral, without the prior written consent of each Lender, (iv)
change the provisions of any Loan Document in a manner that by its terms
adversely affects the rights in respect of payments due to Lenders holding Term
Loans or Revolving Loans (as used in this Section, each a "Class" of Loans)
differently from the rights in respect of payments due to Lenders holding the
other Class of Loans without the prior written consent of Lenders holding a
majority of the aggregate outstanding principal amount of the Loans (or, if no
Revolving Loans are outstanding, the Revolving Commitments) of the adversely
affected Class of Loans, or (v) amend or modify the protections afforded to an
SPC pursuant to the provisions of Section 9.04(i) without the written consent of
such SPC; provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent, the
Collateral Agent, the Issuing Bank or the Swingline Lender hereunder or under
any other Loan Document without the prior written consent of the Administrative
Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender,
respectively. Notwithstanding the foregoing, any provision of this Agreement may
be amended by an agreement in writing entered into by the Borrower, Holdings,
the Required Lenders and the Administrative Agent (and, if their rights or
obligations are affected thereby, the Collateral Agent, Issuing Bank or the
Swingline Lender) if (i) by the terms of such agreement the Commitments of each
Lender not consenting to the amendment shall terminate upon the effectiveness of
such amendment and (ii) at the time such amendment becomes effective, each
Lender not consenting thereto receives payment in full of the principal of and
interest accrued on each Loan made by it and all other amounts owing to it or
accrued for its account under this Agreement.

         SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan or
participation in any L/C Disbursement, together with all fees, charges and other
amounts which are treated as interest on such Loan or participation in such L/C
Disbursement under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan or participation in
accordance with applicable law, the rate of interest payable in respect of such
Loan or participation hereunder, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
interest and Charges that would have been payable in respect of such Loan or
participation but were not payable as a result of the operation of this Section
9.09 shall be cumulated and the interest and Charges payable to such Lender in
respect of other Loans or participations or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together with
interest thereon at the Federal Funds Effective Rate to the date of repayment,
shall have been received by such Lender.

         SECTION 9.10. Entire Agreement. This Agreement, the Fee Letter and the
other Loan Documents constitute the entire contract between the parties relative
to the subject matter hereof. Any other previous agreement among the parties
with respect to the
<PAGE>
                                                                              99

subject matter hereof is superseded by this Agreement and the other Loan
Documents. Nothing in this Agreement or in the other Loan Documents, expressed
or implied, is intended to confer upon any party other than the parties hereto
and thereto and, to the extent expressly contemplated hereby, the Related
Parties of the Administrative Agent, the Collateral Agent, the Issuing Bank and
the Lenders, any rights remedies, obligations or liabilities under or by reason
of this Agreement or the other Loan Documents.

         SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

         SECTION 9.12. Severability. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby (it being understood that
the invalidity of a particular provision in a particular jurisdiction shall not
in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

         SECTION 9.13. Counterparts. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together shall
constitute a single contract, and shall become effective as provided in Section
9.03. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.

         SECTION 9.14. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

         SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) Each of
Holdings and the Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal
<PAGE>
                                                                             100

court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that,
to the extent permitted by law, a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that the Administrative Agent, the Collateral
Agent, the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or the other Loan Documents against the
Borrower, Holdings or their respective properties in the courts of any
jurisdiction.

         (b) Each of Holdings and the Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
the other Loan Documents in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

         (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

         SECTION 9.16. Confidentiality. (a) The Administrative Agent, the
Collateral Agent, the Issuing Bank and each of the Lenders agrees to keep
confidential (and to use its best efforts to cause its respective agents and
representatives to keep confidential) the Information (as defined below) and all
copies thereof, extracts therefrom and analyses or other materials based
thereon, except that the Administrative Agent, the Collateral Agent, the Issuing
Bank or any Lender shall be permitted to disclose Information (a) to such of its
respective officers, directors, employees, agents, affiliates and
representatives as need to know such Information, (b) to a potential assignee or
participant of such Lender or any direct or indirect contractual counterparty in
any swap agreement relating to the Loans or such potential assignee's or
participant's or counterparty's advisors who need to know such Information
(provided that any such potential assignee or participant or counterparty shall,
and shall use its best efforts to cause its advisors to, keep confidential all
such information on the terms set forth in this Section 9.16), (c) to the extent
requested by any regulatory authority, (d) to the extent otherwise required by
applicable laws and regulations or by any subpoena or similar legal process, (e)
in connection with any suit, action or proceeding relating to the enforcement of
its rights hereunder or under the other Loan Documents or (f) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section 9.16 or (ii) becomes available to the Administrative Agent, the
Issuing Bank, any Lender or the Collateral Agent on a nonconfidential basis from
a source other than the Borrower or Holdings. For the
<PAGE>
                                                                             101

purposes of this Section, "Information" shall mean all financial statements,
certificates, reports, agreements and information (including all analyses,
compilations and studies prepared by the Administrative Agent, the Collateral
Agent, the Issuing Bank or any Lender based on any of the foregoing) that are
received from the Borrower or Holdings and related to the Borrower or Holdings,
any shareholder of the Borrower or Holdings or any employee, customer or
supplier of the Borrower or Holdings, other than any of the foregoing that were
available to the Administrative Agent, the Collateral Agent, the Issuing Bank or
any Lender on a nonconfidential basis prior to its disclosure thereto by the
Borrower or Holdings, and which are in the case of Information provided after
the Closing Date, clearly identified at the time of delivery as confidential.
The provisions of this Section 9.16 shall remain operative and in full force and
effect regardless of the expiration and term of this Agreement.

         (b) Notwithstanding anything herein to the contrary, any party subject
to confidentiality obligations hereunder or otherwise (and any Affiliate thereof
and any employee, representative or other agent of such party or such Affiliate)
may disclose to any and all persons, without limitation of any kind, the U.S.
federal income tax treatment and the U.S. federal income tax structure of the
transactions contemplated hereby and all materials of any kind (including
opinions or other tax analyses) that are provided to it relating to such tax
treatment and tax structure. For this purpose, the tax treatment of the
transactions contemplated hereby is the purported or claimed U.S. federal income
tax treatment of such transactions and the tax structure of such transactions is
any fact that may be relevant to understanding the purported or claimed U.S.
federal income tax treatment of such transactions.

         SECTION 9.17. Effect of Restatement. This Agreement shall, except as
otherwise expressly set forth herein, supersede the Existing Credit Agreement
from and after the Restatement Date with respect to the transactions hereunder
and with respect to the Loans and Letters of Credit outstanding under the
Existing Credit Agreement as of the Restatement Date. The parties hereto
acknowledge and agree, however, that except to the extent contemplated hereby,
(i) this Agreement and all other Loan Documents executed and delivered herewith
do not constitute a novation, payment and reborrowing or termination of the
Obligations under the Existing Credit Agreement and the other Loan Documents as
in effect prior to the Restatement Date, (ii) such Obligations are in all
respects continuing with only the terms being modified as provided in this
Agreement and the other Loan Documents, (iii) the liens and security interests
in favor of the Collateral Agent for the benefit of the Secured Parties securing
payment of such Obligations are in all respects continuing and in full force and
effect with respect to all Obligations and (iv) all references in the other Loan
Documents to the Credit Agreement shall be deemed to refer without further
amendment to this Agreement.
<PAGE>
                                                                             102

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                                    AMI SEMICONDUCTOR, INC.,

                                                    by
                                                      ------------------------
                                                      Name:
                                                      Title:


                                                    AMIS HOLDINGS, INC.,

                                                    by
                                                      ------------------------
                                                      Name:
                                                      Title:


                                                    CREDIT SUISSE FIRST BOSTON,
                                                    acting through its Cayman
                                                    Islands Branch,
                                                    individually, and as
                                                    Administrative Agent,
                                                    Collateral Agent, Swingline
                                                    Lender and an Issuing Bank,

                                                    by
                                                      ------------------------
                                                      Name:
                                                      Title:


                                                    by
                                                      ------------------------
                                                      Name:
                                                      Title:


                                                      GOLDMAN SACHS CREDIT
                                                      PARTNERS L.P.,

                                                    by
                                                      ------------------------
                                                      Name:
                                                      Title:
<PAGE>
                                                                             103

                                                   LEHMAN COMMERCIAL PAPER INC.,

                                                    by
                                                      ------------------------
                                                      Name:
                                                      Title:
<PAGE>
                                                               SIGNATURE PAGE TO
                                                         AMI SEMICONDUCTOR, INC.
                                                                CREDIT AGREEMENT




                               Name of Institution:
                                                   ---------------------------


                                                    by
                                                      ------------------------
                                                      Name:
                                                      Title: