<PAGE>

                                                                   EXHIBIT 10.1

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


                               TERM LOAN AGREEMENT

                                   dated as of

                               September 15, 2003

                                      among

                             CHART INDUSTRIES, INC.

                     The SUBSIDIARY GUARANTORS Party Hereto

                            The LENDERS Party Hereto

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                                   ----------

                                  $120,000,000

                                   ----------

                          J.P. MORGAN SECURITIES INC.,

                    as Sole Lead Arranger and Sole Bookrunner

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                            <C>
ARTICLE I  DEFINITIONS ...................................................................................      2

     SECTION 1.01.  Defined Terms ........................................................................      2
     SECTION 1.02.  Classification of Loans and Borrowings ...............................................     21
     SECTION 1.03.  Terms Generally ......................................................................     21
     SECTION 1.04.  Accounting Terms; GAAP; Annualization of Financial Covenants ..........................    21

ARTICLE II  LOANS ........................................................................................     22

     SECTION 2.01.  Restructured Term Loans ..............................................................     22
     SECTION 2.02.  Interest Elections. ..................................................................     22
     SECTION 2.03.  Repayment of Loans; Evidence of Debt. ................................................     23
     SECTION 2.04.  Prepayment of Loans. .................................................................     25
     SECTION 2.05.  Fees. ................................................................................     27
     SECTION 2.06.  Interest. ............................................................................     27
     SECTION 2.07.  Alternate Rate of Interest ...........................................................     28
     SECTION 2.08.  Increased Costs. .....................................................................     29
     SECTION 2.09.  Break Funding Payments ...............................................................     30
     SECTION 2.10.  Taxes. ...............................................................................     30
     SECTION 2.11.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs. .........................     31
     SECTION 2.12.  Mitigation Obligations; Replacement of Lenders. ......................................     32

ARTICLE III  GUARANTEE ...................................................................................     33

     SECTION 3.01.  The Guarantee ........................................................................     33
     SECTION 3.02.  Obligations Unconditional ............................................................     34
     SECTION 3.03.  Reinstatement ........................................................................     35
     SECTION 3.04.  Subrogation ..........................................................................     35
     SECTION 3.05.  Remedies ............................................................................      35
     SECTION 3.06.  Instrument for the Payment of Money ..................................................     35
     SECTION 3.07.  Continuing Guarantee .................................................................     35
     SECTION 3.08.  Rights of Contribution ...............................................................     35
     SECTION 3.09.  General Limitation on Guarantee Obligations ...........................................    36

ARTICLE IV  REPRESENTATIONS AND WARRANTIES ...............................................................     36

     SECTION 4.01.  Organization; Powers .................................................................     37
     SECTION 4.02.  Authorization; Enforceability ........................................................     37
     SECTION 4.03.  Governmental Approvals; No Conflicts ..................................................    37
     SECTION 4.04.  Financial Condition; No Material Adverse Change. .....................................     37
     SECTION 4.05.  Properties. ..........................................................................     38
     SECTION 4.06.  Litigation ..........................................................................      38
     SECTION 4.07.  Environmental Matters ................................................................     38
     SECTION 4.08.  Compliance with Laws and Agreements .................................................      40
     SECTION 4.09.  Investment and Holding Company Status ................................................     40
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                                      -i-

<PAGE>

<TABLE>
<S>                                                                                                             <C>
     SECTION 4.10.  Taxes ................................................................................       40
     SECTION 4.11.  ERISA ................................................................................       41
     SECTION 4.12.  Disclosure ...........................................................................       41
     SECTION 4.13.  Use of Credit ........................................................................       41
     SECTION 4.14.  Debt Agreements and Liens. ...........................................................       41
     SECTION 4.15.  Subsidiaries and Investments. ........................................................       42
     SECTION 4.16.  Real Property ........................................................................       42
     SECTION 4.17.  Labor Matters ........................................................................       43
     SECTION 4.18.  No Burdensome Restrictions ...........................................................       43
     SECTION 4.19.  Solvency. ............................................................................       43

ARTICLE V  CONDITIONS ....................................................................................       43

     SECTION 5.01.  Effective Date .......................................................................       43
     SECTION 5.02.  Additional Conditions ................................................................       46

ARTICLE VI  AFFIRMATIVE COVENANTS ........................................................................       47

     SECTION 6.01.  Financial Statements and Other Information ...........................................       47
     SECTION 6.02.  Notices of Certain Events and Developments ...........................................       50
     SECTION 6.03.  Existence; Conduct of Business .......................................................       50
     SECTION 6.04.  Payment of Obligations ...............................................................       50
     SECTION 6.05.  Maintenance of Properties; Insurance .................................................       51
     SECTION 6.06.  Books and Records; Inspection ........................................................       51
     SECTION 6.07.  Compliance with Laws and Agreements ..................................................       51
     SECTION 6.08.  Additional Guarantors; Additional Collateral; Ownership of Subsidiaries ..............       51

ARTICLE VII  NEGATIVE COVENANTS ..........................................................................       54

     SECTION 7.01.  Indebtedness .........................................................................       54
     SECTION 7.02.  Liens ................................................................................       55
     SECTION 7.03.  Fundamental Changes ..................................................................       57
     SECTION 7.04.  Investments ..........................................................................       58
     SECTION 7.05.  Restricted Payments ..................................................................       59
     SECTION 7.06.  Transactions with Affiliates .........................................................       60
     SECTION 7.07.  Restrictive Agreements ...............................................................       60
     SECTION 7.08.  Operating Leases .....................................................................       61
     SECTION 7.09.  Certain Financial Covenants ..........................................................       61
     SECTION 7.10.  Modifications of Certain Documents ...................................................       64
     SECTION 7.11.  Sale and Leaseback ...................................................................       64
     SECTION 7.12.  Restrictions on CHEL .................................................................       64

ARTICLE VIII  EVENTS OF DEFAULT ..........................................................................       64

ARTICLE IX  THE ADMINISTRATIVE AGENT .....................................................................       67

ARTICLE X  MISCELLANEOUS .................................................................................       70

     SECTION 10.01.  Notices .............................................................................       70
     SECTION 10.02.  Waivers; Amendments. ................................................................       70
     SECTION 10.03.  Expenses; Indemnity; Damage Waiver. .................................................       72
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                                             <C>
     SECTION 10.04.  Successors and Assigns. .............................................................      73
     SECTION 10.05.  Survival ............................................................................      76
     SECTION 10.06.  Counterparts; Integration ...........................................................      76
     SECTION 10.07.  Severability ........................................................................      76
     SECTION 10.08.  Right of Setoff .....................................................................      76
     SECTION 10.09.  Governing Law; Jurisdiction; Etc. ...................................................      77
     SECTION 10.10.  WAIVER OF JURY TRIAL ................................................................      77
     SECTION 10.11.  Headings ............................................................................      78
     SECTION 10.12.  Treatment of Certain Information; Confidentiality. ..................................      78
     SECTION 10.13.  Termination of 1999 Credit Agreement ................................................      79
</TABLE>

                                     -iii-

<PAGE>

     SCHEDULE I          -    Principal Amount of Loans
     SCHEDULE II         -    Existing Loans
     SCHEDULE III        -    Existing Mortgages
     SCHEDULE IV              Existing Foreign Subsidiary Pledge Agreements

     SCHEDULE 4.06            -        Litigation
     SCHEDULE 4.07            -        Environmental Matters
     SCHEDULE 4.11            -        ERISA
     SCHEDULE 4.15(a)         -        Subsidiaries
     SCHEDULE 4.16            -        Real Property
     SCHEDULE 4.17            -        Labor Matters
     SCHEDULE 7.01            -        Indebtedness
     SCHEDULE 7.02            -        Liens
     SCHEDULE 7.04            -        Investments
     SCHEDULE 7.07            -        Restrictive Agreements


     EXHIBIT A           -    Form of Assignment and Assumption
     EXHIBIT B           -    Form of Guarantee Assumption Agreement

                                      -iv-

<PAGE>

                  TERM LOAN AGREEMENT dated as of September 15, 2003, among:
         CHART INDUSTRIES, INC., the SUBSIDIARY GUARANTORS party hereto, each of
         the lenders whose names appear on the signature pages hereof under the
         caption "LENDERS" and JPMORGAN CHASE BANK, as Administrative Agent.

                                    RECITALS

                  WHEREAS, the Borrower, the Subsidiary Guarantors party
thereto, the lenders party thereto and JPMorgan Chase Bank (formerly known as
The Chase Manhattan Bank), as administrative agent for such lenders, are parties
to a Credit Agreement dated as of April 12, 1999 (as heretofore amended,
supplemented or otherwise modified, the "1999 Credit Agreement"), pursuant to
which such lenders extended credit (by means of making loans and the issuance of
letters of credit) to or for the account of the Borrower and certain of its
subsidiaries;

                  WHEREAS, the Borrower and the Subsidiary Guarantors have
secured all of their obligations under or in respect of the 1999 Credit
Agreement, including principal, interest, fees, expenses, indemnities and
reimbursement obligations, and certain other obligations owing to such lenders
(and their affiliates), by granting in favor of such administrative agent, for
the benefit of itself and such lenders and affiliates, a security interest in
and lien upon substantially all of their existing and after-acquired personal
and real property;

                  WHEREAS, on July 8, 2003 (the "Petition Date"), the Borrower
and the Subsidiary Guarantors filed a voluntary petition with the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court")
initiating cases under chapter 11 of the Bankruptcy Code and continued in their
possession of their respective assets and in the management of their respective
businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code;

                  WHEREAS, the Borrower and the Subsidiary Guarantors party
thereto (each as debtor and debtor in possession under chapter 11 of the
Bankruptcy Code), the lenders party thereto and JPMorgan Chase Bank, as
administrative agent for such lenders are party to a Revolving Credit Agreement
dated as of July 17, 2003 (as heretofore amended, supplemented or otherwise
modified to the date hereof, the "DIP Credit Agreement"), providing for new
revolving credit loans and letters of credit to the Borrower (including the
continuation of the outstanding letters of credit issued for account of the
Borrower under the 1999 Credit Agreement) in an aggregate principal or face
amount not exceeding $40,000,000, and pursuant to an order of the Bankruptcy
Court all obligations of the Borrower and the Subsidiary Guarantors in respect
of the DIP Credit Agreement, including principal, interest, fees, expenses,
indemnities and reimbursement obligations are secured by a first-priority
security interest in and lien upon their respective existing and after-acquired
personal and real property;

                  WHEREAS, the Borrower and the Subsidiary Guarantors filed a
plan of reorganization with the Bankruptcy Court which has been confirmed by a
final order of the Bankruptcy Court entered on September 4, 2003 (as
supplemented to the date hereof, the "Reorganization Plan"). Pursuant to the
Reorganization Plan, the Borrower and the Subsidiary

                              Term Loan Agreement

<PAGE>

                                      -2-

Guarantors are concurrently herewith entering into: (a) an Amended and Restated
Revolving Credit Agreement dated as of September 15, 2003 (as from time to time
amended, restated, supplemented, deferred, renewed, extended, increased,
refunded, refinanced, replaced or otherwise modified, the "Revolving Credit
Agreement") with the lenders party to the DIP Credit Agreement as of the date
hereof and JPMorgan Chase Bank, as administrative agent for such lenders, which
will amend and restate the DIP Credit Agreement, providing for new revolving
credit loans and letters of credit to or for account of the Borrower (and the
continuation of the revolving credit loans and letters of credit made, continued
or issued under the DIP Credit Agreement and the continuation of the letters of
credit issued under the 1999 Credit Agreement for account of CHEL, in each case
outstanding on the date thereof) in an aggregate principal or face amount of up
to $40,000,000 and (b) this Agreement, providing for the restructuring of the
Borrower's and such Subsidiary Guarantors' outstanding obligations (including
principal, accrued interest and fees) in respect of the 1999 Credit Agreement
(other than the obligations in respect of the letters of credit originally
issued thereunder for account of the Borrower under the 1999 Credit Agreement
that were continued under the DIP Credit Agreement and other than the
obligations in respect of the letters of credit issued thereunder for account of
CHEL that are being continued under the Revolving Credit Agreement) into term
loans hereunder in an aggregate amount of $120,000,000;

                  NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and for other good and valuable consideration, the
parties hereto hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01.  Defined Terms.  As used in this Agreement
(including in the foregoing recitals), the following terms have the meanings
specified below:

                  "1999 Credit Agreement" has the meaning assigned to such term
in the recitals of this Agreement.

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

                  "Adjusted LIBO Rate" means, for the Interest Period for any
Eurodollar Borrowing, an interest rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate for such Interest Period.

                  "Administrative Agent" means JPMCB, in its capacity as
administrative agent for the Lenders hereunder.

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

                              Term Loan Agreement

<PAGE>

                                      -3-

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified;
provided that no Lender (or any Affiliate of a Lender) shall be considered to be
an Affiliate of the Borrower or any of its Subsidiaries.

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate for such day plus 1/2 of 1%. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, as the case may
be.

                  "Applicable Margin" means (a) with respect to ABR Loans, 2.50%
per annum or (b) with respect to Eurodollar Loans, 3.50% per annum.

                  "Applicable Percentage" means, with respect to any Lender in
respect of any indemnity claim under Section 10.03(c) arising out of an action
or omission of the Administrative Agent under this Agreement, the percentage of
the total outstanding principal amount of the Loans represented by such Lender's
Loans.

                  "Approved Fund" means any Person (other than a natural person)
that is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

                  "Assignment and Assumption" means an Assignment and Assumption
entered into by a Lender and an assignee (with the consent of any Person whose
consent is required by Section 10.04(b)), and accepted by the Administrative
Agent, in the form of Exhibit A or any other form approved by the Administrative
Agent.

                  "Bankruptcy Code" means 11 U.S.C.ss.ss. 101, et al. as amended
(2002).

                  "Bankruptcy Court" has the meaning assigned to such term in
the recitals of this Agreement.

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

                  "Borrower" means Chart Industries, Inc., a Delaware
corporation.

                  "Borrowing" means (a) all ABR Loans made, converted or
continued on the same date or (b) all Eurodollar Loans that have the same
Interest Period. For purposes hereof, the date of a Borrowing comprising one or
more Loans that have been converted or continued shall be the effective date of
the most recent conversion or continuation of such Loan or Loans.

                              Term Loan Agreement

<PAGE>

                                      -4-

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided 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" means, for any period, expenditures
made by the Borrower or any of its Subsidiaries to acquire or construct fixed
assets, plant and equipment (including renewals, improvements and replacements,
but excluding repairs) during such period computed in accordance with GAAP.

                  "Capital Lease Obligations" of any Person means 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.

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

                  "Cases" means those chapter 11 bankruptcy cases pending in the
Bankruptcy Court for Chart Industries, Inc. and each of the Subsidiary
Guarantors, jointly administered under Case No. 03-12114.

                  "Casualty Event" means, with respect to any property of any
Person, any loss of or damage to, or any condemnation or other taking of, such
property for which such Person or any of its Subsidiaries receives insurance
proceeds, or proceeds of a condemnation award or other compensation.

                  "Change in Control" means (a) the acquisition of ownership,
directly or indirectly, beneficially or of record, by any Person or group
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof)
(other than by any of the Permitted Holders or any Person who is party to the
Investor Rights Agreement), of shares representing more than 35% of the
aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Borrower or (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Borrower by Persons
who were neither (i) nominated by the board of directors of the Borrower or by
any Permitted Holder nor (ii) appointed by directors so nominated.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.09(b), by any lending office of such Lender or such
Lender's holding company, if any) with any request, guideline or directive

                              Term Loan Agreement

<PAGE>

                                      -5-

(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

                  "Chart Europe" has the meaning assigned to such term in
Section 6.09.

                  "CHEL" means Chart Heat Exchangers Limited, an English company
and a Wholly Owned Subsidiary of the Borrower, which as of the date hereof is in
administration in the United Kingdom.

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

                  "Collateral" means the property subject to the Liens under the
Security Documents.

                  "Collateral Account" has the meaning assigned to such term in
the Security Agreement.

                  "Collateral Agency and Intercreditor Agreement" means the
Collateral Agency and Intercreditor Agreement substantially in the form of
Exhibit E to the Revolving Credit Agreement among the Borrower, the
Administrative Agent, JPMCB, as Administrative Agent under the Revolving Credit
Agreement, and the Collateral Agent.

                  "Collateral Agent" means JPMCB as the collateral agent under
the Security Documents, and any successor in such capacity.

                  "Consolidated Current Assets" means, as at any date, the total
assets that would properly be classified as consolidated current assets
(excluding cash and Permitted Investments) of the Borrower and its Subsidiaries
as of such date in accordance with GAAP.

                  "Consolidated Current Liabilities" means, as at any date, the
total liabilities that would properly be classified as consolidated current
liabilities (excluding the current portion of long-term Indebtedness (including
the Loans and the Revolving Credit Loans), deferred taxes and accrued interest
with respect to such Indebtedness) of the Borrower and its Subsidiaries as of
such date in accordance with GAAP.

                  "Consolidated EBITDA" means, for any period, the sum, for the
Borrower and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the following for such period: (a) net
income for such period plus (b) to the extent deducted in computing such net
income, the sum of (i) expenses in respect of income or similar taxes, (ii)
depreciation and amortization (including amortization or impairment of any
goodwill or other intangibles), (iii) Consolidated Interest Expense, (iv)
Restructuring Charges, (v) extraordinary, unusual or non-recurring expenses,
charges or losses (other than of a type covered under clause (iv) above), (vi)
transaction fees and expenses, (vii) costs, fees and expenses in connection with
Dispositions and acquisitions permitted hereunder and (viii) all other non-cash
charges, in each case for such period, plus (c) business interruption insurance
proceeds for such period minus (d) to the extent added in computing such net
income, the sum of (i) any gains and losses attributable to any fixed asset
sales and (ii) any non-cash, extraordinary gains, in each case for such period;

                              Term Loan Agreement

<PAGE>

                                      -6-

provided that, without duplication, if during any period for which Consolidated
EBITDA is being determined, the Borrower or any of its Subsidiaries shall have
made any Disposition, Consolidated EBITDA shall be determined for purposes of
this Agreement (in a manner reasonably acceptable to the Administrative Agent)
by excluding the Consolidated EBITDA of any line of business or Person subject
to such Disposition (to the extent not already reflected in the relevant
financial statements of the Borrower) for such period as if such Disposition had
been made or consummated on the first day of such period.

                  "Consolidated Fixed Charge Coverage Ratio" means, for any
period, the ratio of (a) (i) Consolidated EBITDA for such period minus Capital
Expenditures (other than Capital Expenditures made pursuant to the last
paragraph of Section 7.09(e) and other than Capital Expenditures made as a
tenant in respect of leasehold improvements to the extent reimbursed under the
related lease or sale leaseback transaction) for such period to (b) Consolidated
Fixed Charges for such period.

                  "Consolidated Fixed Charges" means, for any period, the sum,
for the Borrower and it Subsidiaries (determined on a consolidated basis,
without duplication, in accordance with GAAP), of (a) all Consolidated Interest
Expense for such period (other than fees and expenses paid in connection with
the transactions contemplated hereby), (b) all regularly scheduled payments of
principal of Indebtedness (including the Loans and the principal component of
all Capital Lease Obligations, but excluding the restructuring of the loans
under the 1999 Credit Agreement pursuant to this Agreement as of the Effective
Date) of the Borrower and its Subsidiaries made during such period and (c) the
aggregate amount of all cash payments made by the Borrower and its Subsidiaries
in respect of income (or similar) taxes during such period.

                  "Consolidated Interest Coverage Ratio" means, for any period,
the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated
Interest Expense (other than fees and expenses paid in connection with the
transactions contemplated hereby) for such period.

                  "Consolidated Interest Expense" means, for any period, total
cash interest expense (including that attributable to Capital Lease Obligations)
of the Borrower and its Subsidiaries for such period with respect to all
outstanding Indebtedness of the Borrower and its Subsidiaries (including all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing and net costs under Swap Agreements
in respect of interest rates to the extent such net costs are allocable to such
period in accordance with GAAP).

                  "Consolidated Leverage Ratio" means the ratio of (a) all
Funded Indebtedness of the Borrower and its Subsidiaries (determined on a
consolidated basis, without duplication, in accordance with GAAP) on the last
day of any fiscal quarter of the Borrower to (b) Consolidated EBITDA for the
Test Period then most recently ended.

                  "Consolidated Working Capital" means, as at any date, the
excess of (a) Consolidated Current Assets over (b) Consolidated Current
Liabilities, in each as of such date.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to

                              Term Loan Agreement

<PAGE>

                                      -7-

exercise voting power, by contract or otherwise.  "Controlling" and "Controlled"
 have meanings correlative thereto.

                  "Credit Documents" means, collectively, this Agreement and the
Security Documents.

                  "Debt Incurrence" means the incurrence of any Indebtedness by
the Borrower or any of its Subsidiaries after the Effective Date.

                  "Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

                  "DIP Credit Agreement" has the meaning assigned to such term
in the recitals of this Agreement.

                  "Disposition" means any sale, assignment, transfer or other
disposition of any property (whether now owned or hereafter acquired) by the
Borrower or any of its Subsidiaries to any other Person excluding any sale,
assignment, transfer or other disposition of any property sold or disposed of in
the ordinary course of business and on ordinary business terms.

                  "Dollars" or "$" refers to lawful money of the United States
of America.

                  "Effective Date" means the date of this Agreement, but subject
to the conditions specified in Section 5.01 being satisfied (or waived in
accordance with Section 10.02).

                  "Environmental Claim" means, with respect to any Person, any
written notice, claim, demand or other communication (collectively, a "claim")
by any other Person alleging or asserting such Person's liability for
investigatory costs, cleanup costs, governmental response costs, damages to
natural resources or other property, personal injuries, fines or penalties
arising out of, based on or resulting from (i) the presence, or Release into the
environment, of any Hazardous Material at any location, whether or not owned by
such Person, or (ii) circumstances forming the basis of any violation, or
alleged violation, of any Environmental Law. The term "Environmental Claim"
shall include, without limitation, any claim by any Governmental Authority for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and any claim by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from the presence of Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the environment

                  "Environmental Laws" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices 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 or Release of any Hazardous Material or to health or
safety matters.

                              Term Loan Agreement

<PAGE>

                                      -8-

                  "Equity Documents" means, collectively, (a) the Investor
Rights Agreement substantially in the form appended to the Reorganization Plan
between the Borrower and certain Persons party thereto (the "Investor Rights
Agreement") and (b) the Warrant Agreement substantially in the form appended to
the Reorganization Plan, between the Borrower and certain Persons party thereto
(the "Warrant Agreement").

                  "Equity Issuance" means (a) any issuance or sale by the
Borrower or any of its Subsidiaries after the Effective Date of (i) any of its
Capital Stock, (ii) any warrants or options exercisable in respect of its
Capital Stock (other than (A) any warrants or options issued to directors,
officers or employees of the Borrower or any of its Subsidiaries pursuant to
employee benefit plans established in the ordinary course of business and (B)
any Capital Stock of the Borrower issued upon the exercise of any such warrants
or options) or (iii) any other security or instrument representing an equity
interest (or the right to obtain any equity interest) in the Borrower or any of
its Subsidiaries or (b) the receipt by the Borrower or any of its Subsidiaries
after the Effective Date of any capital contribution (whether or not evidenced
by any equity security issued by the recipient of such contribution); provided
that Equity Issuance shall not include (x) any such issuance or sale by any
Subsidiary of the Borrower to the Borrower or any Wholly Owned Subsidiary of the
Borrower, (y) any capital contribution by the Borrower or any Wholly Owned
Subsidiary of the Borrower to any Subsidiary of the Borrower or (z) any such
sale or issuance of Capital Stock of the Borrower to, or any capital
contribution to the Borrower by, any Permitted Holder or any officer, director
or employee thereof.

                  "Equity Rights" means, with respect to any Person, any
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including any shareholders' or voting trust agreements) for the
issuance, sale, registration or voting of, or securities convertible into, any
additional shares of Capital Stock of any class of such Person.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                  "ERISA Affiliate" means 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.

                  "ERISA Event" means (a) any "reportable event", as defined in
Section 4043 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 ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an 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 or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the

                              Term Loan Agreement

<PAGE>

                                      -9-

receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from the Borrower or any ERISA Affiliate 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.

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

                  "Event of Default" has the meaning assigned to such term in
Article VIII.

                  "Excess Cash Flow" means, for any fiscal year of the Borrower,
the excess, if any, of (a) the sum, without duplication, of (i) net income of
the Borrower and its Subsidiaries (determined on a consolidated basis in
accordance with GAAP) for such fiscal year, (ii) the amount of all non-cash
charges (including depreciation and amortization) deducted in arriving at such
net income, (iii) decreases, if any, in Consolidated Working Capital for such
fiscal year (measured as of the first and last days of such fiscal year), and
(iv) the aggregate net amount of non-cash loss on the Disposition of property by
the Borrower and its Subsidiaries during such fiscal year (other than sales of
inventory in the ordinary course of business), to the extent deducted in
arriving at such net income over (b) the sum, without duplication, of (i) the
amount of all non-cash credits included in arriving at such net income, (ii) the
aggregate amount of Capital Expenditures permitted to be made during such fiscal
pursuant to the first paragraph of Section 7.09(e), (iii) the aggregate amount
of all regularly scheduled principal payments of Funded Indebtedness (other than
the Loans and the Revolving Credit Loans) of the Borrower and its Subsidiaries
made during such fiscal year (other than in respect of any revolving credit
facility to the extent there is not an equivalent permanent reduction in
commitments thereunder and other than as a result of the restructuring of the
loans under the 1999 Credit Agreement pursuant to this Agreement as of the
Effective Date), (iv) increases, if any, in Consolidated Working Capital for
such fiscal year (measured as of the first and last days of such fiscal year),
(vi) the aggregate net amount of gain on the Disposition of property by the
Borrower and its Subsidiaries during such fiscal year (other than sales of
inventory in the ordinary course of business), to the extent included in
arriving at such net income, (vi) the aggregate amount of all cash payments by
the Borrower and its Subsidiaries in respect of acquisitions and Investments
under Sections 7.03(c)(v) and 7.04(d)(q) during such fiscal year, (vii) the
aggregate amount of all cash payments by the Borrower under Sections 7.05(b) and
7.05(c) during such fiscal year and (viii) the aggregate amount of all cash
payments by the Borrower and its Subsidiaries during such fiscal year that are
associated with any non-cash expense that was added back to net income in a
previous period.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender 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 of
America, 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

                               Term Loan Agreement

<PAGE>

                                      -10-

Borrower under Section 2.12(b)), 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 is attributable to such Foreign Lender's failure or
inability to comply with Section 2.10(e), except to the extent that such Foreign
Lender's assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.10(a).

                  "Existing Foreign Subsidiary Pledge Agreements" means each
pledge or similar agreement executed pursuant to the 1999 Credit Agreement by an
Obligor and the administrative agent under the 1999 Credit Agreement (or a
sub-agent thereof), providing for the pledge of certain Capital Stock of a
Foreign Subsidiary, each as in effect on the Effective Date, as listed in
Schedule III, and thereafter as amended, restated, supplemented, replaced or
otherwise modified from time to time.

                  "Existing Loans" means the loans made by the lenders party to
the DIP Credit Agreement to the Borrower pursuant thereto and outstanding on the
Effective Date, as listed in Schedule II.

                  "Existing Mortgages" means the instruments of Mortgage, Deed
of Trust, Assignment of Rents, Security Agreement and Fixture Filing (or similar
instruments) executed pursuant to the 1999 Credit Agreement by the Borrower
and/or one or more of its Subsidiaries, each as in effect on the Effective Date,
as listed in Schedule III, and thereafter as amended, restated, supplemented,
replaced or otherwise modified from time to time.

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) 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
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or controller, or any other officer
performing a substantial portion of the duties of any of the foregoing, of the
Borrower.

                  "Foreign Lender" means 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 Subsidiary" means any Subsidiary of the Borrower that
is organized under the laws of a jurisdiction other than a State of the United
States or the District of Columbia.

                              Term Loan Agreement

<PAGE>

                                      -11-

                  "Foreign Subsidiary Pledge Agreement" means a pledge or
similar agreement between an Obligor and the Collateral Agent (or a sub-agent of
the Collateral Agent), providing for the pledge of certain equity interests of a
Foreign Subsidiary, executed and delivered pursuant to this Agreement, and
including any Existing Foreign Subsidiary Pledge Agreements.

                  "Funded Indebtedness" means all Indebtedness of the Borrower
and its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP) of a type described in clauses (a), (b), (c), (d), (e),
(f) or (g) (or any Guarantee of any such Indebtedness) of the definition of
"Indebtedness" in this Section.

                  "GAAP" means generally accepted accounting principles in the
United States of America.

                  "Governmental Authority" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

                  "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

                  "Guarantee Assumption Agreement" means a Guarantee Assumption
Agreement substantially in the form of Exhibit B by an entity that, pursuant to
Section 6.08(a) is required to become a "Subsidiary Guarantor" hereunder in
favor of the Administrative Agent.

                  "Guaranteed Obligation" has the meaning assigned to such term
in Section 3.01.

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

                              Term Loan Agreement

<PAGE>

                                      -12-

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money or with respect to advances of
any kind (other than advances received in the ordinary course of business), (b)
all obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person under conditional sale or other
title retention agreements relating to property acquired by such Person, (d) all
obligations of such Person in respect of the deferred purchase price of property
or services (excluding current accounts payable incurred in the ordinary course
of business), (e) 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 Indebtedness secured thereby has been assumed, (f) all Guarantees by
such Person of Indebtedness of others, (g) all Capital Lease Obligations of such
Person, (h) all obligations, contingent or otherwise, of such Person as an
account party or applicant in respect of letters of credit and letters of
guaranty and (i) all obligations, contingent or otherwise, of such Person in
respect of bankers' acceptances. The Indebtedness of any Person shall include
the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a
result of such Person's ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Interest Election Request" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.02.

                  "Interest Payment Date" means (a) with respect to any ABR
Loan, each Quarterly Date, (b) with respect to any Eurodollar Loan, the last day
of each Interest Period therefor and, in the case of any Interest Period that is
more than three months long, each day prior to the last day of such Interest
Period that occurs at intervals of three months after the first day of such
Interest Period.

                  "Interest Period" means (a) for any Borrowing (other than an
ABR Borrowing), the Interest Period of the Loan or Loans constituting such
Borrowing and (b) for any Eurodollar Loan, the period commencing on the date of
such Loan and ending on the numerically corresponding day in the calendar month
that is one, two, three or six months thereafter, as specified in the applicable
Interest Election Request; provided that (i) 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, (ii) any Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period and
(iii) no Interest Period for any Loan or Borrowing may commence before and end
after any Principal Payment Date applicable thereto unless, after giving effect
thereto, the aggregate principal amount of the Loans hereunder having Interest
Periods that end after such Principal Payment Date shall be equal to or less
than the aggregate principal amount of the Loans scheduled to be outstanding
after giving effect to the payments of principal required to be made on such
Principal Payment Date. For purposes hereof, the date of a Loan initially shall
be the

                              Term Loan Agreement

<PAGE>

                                      -13-

date on which such Loan is made (which, for purposes of the restructuring
contemplated by Section 2.01, shall be the Effective Date) and thereafter shall
be the effective date of the most recent conversion or continuation of such
Loan.

                  "Investment" means, for any Person: (a) the acquisition
(whether for cash, property, services or securities or otherwise) of Capital
Stock, bonds, notes, debentures, partnership or other ownership interests or
other securities of any other Person or any agreement to make any such
acquisition (including any "short sale" or any sale of any securities at a time
when such securities are not owned by the Person entering into such sale); (b)
the making of any deposit with, or advance, loan or other extension of credit
to, any other Person (including the purchase of property from another Person
subject to an understanding or agreement, contingent or otherwise, to resell
such property to such Person), but excluding any such advance, loan or extension
of credit having a term not exceeding 120 days arising in connection with the
sale of inventory or supplies by such Person in the ordinary course of business;
(c) the entering into of any Guarantee of, or other contingent obligation with
respect to, Indebtedness or other liability of any other Person and (without
duplication) any amount committed to be advanced, lent or extended to such
Person; or (d) the entering into of any Swap Agreement.

                  "Investor Rights Agreement" has the meaning assigned to such
term in the definition of "Equity Documents" in this Section 1.01.

                  "JPMCB" means JPMorgan Chase Bank.

                  "Lenders" means the Persons listed on Schedule I and any other
Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption.

                  "LIBO Rate" means, for the Interest Period for any Eurodollar
Borrowing, the rate appearing on Page 3750 of the Telerate Service (or on any
successor or substitute page of such Service, or any successor to or substitute
for such Service, providing rate quotations comparable to those currently
provided on such page of such Service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates
applicable to Dollar deposits in the London interbank market) at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period, as the rate for the offering of Dollar deposits with a maturity
comparable to such Interest Period. In the event that such rate is not available
at such time for any reason, then the LIBO Rate for such Interest Period shall
be the rate at which Dollar deposits of $5,000,000 and for a maturity comparable
to such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of 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.

                              Term Loan Agreement

<PAGE>

                                      -14-

                  "Loans" means the loans to the Borrower that are restructured
by the Lenders pursuant to this Agreement and thereafter outstanding from time
to time.

                  "Margin Stock" means "margin stock" within the meaning of
Regulations T, U and X of the Board.

                  "Material Adverse Effect" means a material adverse effect on
(a) the business, assets, liabilities, operations, material contracts or
condition, financial or otherwise, of the Borrower and its Subsidiaries taken as
a whole or (b) the validity or enforceability of this Agreement or any of the
other Credit Documents or the rights of or benefits available to the Lenders
hereunder or thereunder.

                  "Mortgages" means, collectively, the instruments of Mortgage,
Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (or
other similar instruments) executed by the Borrower and/or one or more of its
Subsidiaries in favor of the Collateral Agent (or a trustee acceptable to the
Collateral Agent), for the benefit of the Secured Parties, in each case
substantially in the form of Exhibit C to the Revolving Credit Agreement (or
such other form approved by the Collateral Agent) and covering the respective
properties and leasehold interest identified therein (and including such
additional provisions and deviations from such exhibit as shall be necessary in
the judgment of the Collateral Agent to conform such instrument to applicable or
local law or as shall be customary under local law or otherwise as the
Collateral Agent shall reasonably request), and including any Existing
Mortgages.

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

                  "Net Cash Proceeds" means

                  (a) in the case of any Disposition, the gross cash proceeds
         (including any cash received by way of deferred payment pursuant to a
         promissory note, receivable or otherwise, but only as and when
         received) received by the Borrower and its Subsidiaries from such
         Disposition, net of (i) reasonable legal, title and recording tax
         expenses, commissions and other fees and expenses paid by the Borrower
         or any of its Subsidiaries in connection with such Disposition, (ii)
         any Federal, state and local income or other taxes reasonably estimated
         by the Borrower (and reasonably acceptable to the Administrative Agent)
         to be payable by the Borrower and its Subsidiaries as a result of such
         Disposition (but only to the extent that such estimated taxes are in
         fact paid to the relevant Federal, state or local governmental
         authority within 13 months of the date of such Disposition), (iii) any
         repayments by the Borrower or any of its Subsidiaries of Indebtedness
         to the extent that (x) such Indebtedness is secured by a Lien on the
         property that is the subject of such Disposition and (y) the transferee
         of (or holder of a Lien on) such property requires that such
         Indebtedness be repaid as a condition to the purchase of such property
         and (iv) any portion of the proceeds of such Disposition required to be
         held in a reserve, escrow or similar arrangement under the definitive
         agreement with respect to such Disposition (but only for so long as
         such proceeds are so held); provided that such amount shall not include
         any cash proceeds received by a Foreign Subsidiary from any

                              Term Loan Agreement

<PAGE>

                                      -15-

         Disposition unless such cash proceeds can be repatriated to the United
         States without tax liability to the Borrower;

                  (b) in the case of any Casualty Event, the gross cash proceeds
         received by the Borrower and its Subsidiaries in connection with such
         Casualty Event, net of (i) reasonable expenses incurred by the Borrower
         and its Subsidiaries in connection therewith, (ii) contractually
         required repayments of Indebtedness to the extent secured by a Lien on
         such property and (iii) any income and transfer taxes payable by the
         Borrower or any of its Subsidiaries in respect of such Casualty Event;
         provided that such amount shall not include any cash proceeds received
         by a Foreign Subsidiary from any Casualty Event unless such cash
         proceeds can be repatriated to the United States without tax liability
         to the Borrower;

                  (c) in the case of any Equity Issuance, the gross cash
         proceeds received by the Borrower and its Subsidiaries in connection
         with such Equity Issuance, net of reasonable expenses incurred by the
         Borrower and its Subsidiaries in connection therewith; and

                  (d) in the case of any Debt Incurrence, the gross cash
         proceeds received by the Borrower and its Subsidiaries in respect of
         such Debt Incurrence, net of reasonable expenses incurred by the
         Borrower and its Subsidiaries in connection therewith; provided that
         such amount shall not include any Net Cash Proceeds received by a
         Foreign Subsidiary from any Disposition or Casualty Event unless such
         Net Cash Proceeds can be repatriated to the United States without tax
         liability to the Borrower.

                  "Obligor" means the Borrower and each Subsidiary Guarantor.

                  "Other Taxes" means 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 Credit Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Credit
Document.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "Permitted Encumbrances" means (a) Liens imposed by law for
taxes that are not yet due or are being contested in compliance with Section
6.04; (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's and
other like Liens imposed by law, arising in the ordinary course of business and
securing obligations that are not overdue by more than 60 days or are being
contested in compliance with Section 6.04; (c) pledges and deposits made in the
ordinary course of business in compliance with workers' compensation,
unemployment insurance and other social security laws or regulations; (d) cash
deposits to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature, in each case in the ordinary course of business; (e) judgment
liens in respect of judgments that do not constitute an Event of Default under
clause (k) of Article VIII; (f) easements, zoning restrictions, rights-of-way
and similar charges or encumbrances on real property imposed by law or arising
in the ordinary course of business that do not secure any monetary obligations
and do not materially detract from the value of the

                              Term Loan Agreement

<PAGE>

                                      -16-

affected property or interfere with the ordinary conduct of business of the
Borrower or any Subsidiary; (g) banker's Liens and similar Liens, including
rights of offset or set-off, in respect of deposit accounts, and Liens in favor
of securities intermediaries in respect of securities accounts securing fees and
costs owing to such securities intermediaries; (h) licenses, sublicenses, leases
or subleases granted to other Persons not materially interfering with the
ordinary course of business of the Borrower and its Subsidiaries, taken as a
whole; (i) any interest or title of a lessor, sublessor, licensor or sublicensor
in property (and the proceeds, accession or products thereof) arising by law or
contract; (j) Liens arising from precautionary UCC financing statement filings
regarding operating leases entered into in the ordinary course of business; and
(k) such exceptions to title in respect of real property as set forth in any
mortgagee title insurance policy or a binding commitment with respect thereto
delivered to the Collateral Agent hereunder; provided that the term "Permitted
Encumbrances" shall not include any Lien securing Indebtedness.

                  "Permitted Holder" means any of Carl Marks Strategic
Investments, LP, JPMCB, OCM Principal Opportunities Fund II, L.P. and Audax
Chart, LLC and any of their respective affiliates, and any of their respective
successors and assigns under the Investor Rights Agreement.

                  "Permitted Investments" means:

                  (a) direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States
         of America (or by any agency thereof to the extent such obligations are
         backed by the full faith and credit of the United States of America),
         in each case maturing within one year from the date of acquisition
         thereof;

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, the highest credit rating obtainable from Standard &
         Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.,
         or from Moody's Investors Service, Inc.;

                  (c) investments in certificates of deposit, banker's
         acceptances and time deposits maturing within 180 days from the date of
         acquisition thereof issued or guaranteed by or placed with, and money
         market deposit accounts issued or offered by, any domestic office of
         any commercial bank organized under the laws of the United States of
         America or any State thereof which has a combined capital and surplus
         and undivided profits of not less than $500,000,000;

                  (d) fully collateralized repurchase agreements with a term of
         not more than 30 days for securities described in clause (a) of this
         definition and entered into with a financial institution satisfying the
         criteria described in clause (c) of this definition; and

                  (e) money market mutual funds whose investment guidelines
         restrict such funds' investments primarily to those satisfying the
         provisions of clauses (a) through (d) above, and to other investments
         constituting cash or cash equivalents under GAAP.

                              Term Loan Agreement

<PAGE>

                                      -17-

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

                  "Petition Date" has the meaning assigned to such term in the
recitals of this Agreement.

                  "Plan" means 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 302 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.

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

                  "Principal Payment Dates" means (a) the last Business Day of
each of March, June, September and December, commencing with the last Business
Day of December 2003 and ending with the last Business Day of June 2009 and (b)
the Term Loan Maturity Date.

                  "Quarterly Dates" means the last Business Day of March, June,
September and December in each year, the first of which shall be the first such
day after the date hereof.

                  "Register" has the meaning assigned to such term in Section
10.04.

                  "Reinvestment Deferred Amount" means, with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by the Borrower or
any of its Subsidiaries in connection therewith that are not applied to prepay
the Loans pursuant to Section 2.04(b) as a result of the delivery of a
Reinvestment Notice.

                  "Reinvestment Event" means any Disposition or Casualty Event
in respect of which the Borrower has delivered a Reinvestment Notice.

                  "Reinvestment Notice" means a written notice executed by a
Financial Officer stating that no Event of Default has occurred and is
continuing and that the Borrower (directly or indirectly through a Subsidiary)
intends and expects to use all or a specified portion of the Net Cash Proceeds
of a Disposition or Casualty Event to acquire or repair assets useful, or
otherwise to reinvest, in its business.

                  "Reinvestment Prepayment Amount" means, with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended prior to the relevant Reinvestment Prepayment Date to acquire or
repair assets useful, or otherwise to reinvest, in the Borrower's business.

                  "Reinvestment Prepayment Date" means, with respect to any
Reinvestment Event, the earlier of (a) the date occurring 12 months after such
Reinvestment Event and (b) the date on which the Borrower shall have determined
not to acquire or repair assets useful, or otherwise to

                              Term Loan Agreement

<PAGE>

                                      -18-

reinvest, in the Borrower's or any Subsidiary's business with all or any portion
of the relevant Reinvestment Deferred Amount.

                  "Related Parties" means, 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" means any release, threatened release, spill,
emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal,
leaching or migration into the indoor or outdoor environment, including the
movement of Hazardous Materials through ambient air, soil, surface water, ground
water, wetlands, land or subsurface strata.

                  "Reorganization Plan" has the meaning assigned to such term in
the recitals of this Agreement.

                  "Required Lenders" means, at any time, Lenders having
outstanding Loans, representing more than 50% of the total outstanding Loans at
such time.

                  "Requirements of Law" means the certificate of incorporation
and by-laws or other organizational or governing documents of such Person, and
any law, treaty, rule or regulation or determination of an arbitration or a
court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any shares of
any class of Capital Stock of the Borrower or any of its Subsidiaries, or any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such shares of Capital Stock or
any option, warrant or other right to acquire any such shares of Capital Stock.

                  "Restructuring Charges" means, for any period, (a) any and all
charges or expenses directly related to the closure or partial closure of a
facility or sale of any business unit or product line or the reduction in work
force, including, but not limited to, employee severance, expenses related to
moving of assets to another facility, inventory and fixed asset write-downs,
lease buyouts, and accelerated warranty liabilities for such period, (b) any and
all fees and expenses incurred by the Borrower in connection with any Debt
Incurrence, Equity Issuances or Dispositions for such period and (c) any and all
fees and expenses incurred in connection with or directly related to the
consummation of this Agreement, the Revolving Credit Agreement, the DIP Credit
Agreement and the Cases for such period; provided that Restructuring Charges
shall not exceed in the aggregate (i) $10,000,000 for any Test Period from and
after December 31, 2003 to and including December 31, 2005 and (ii) thereafter,
$5,000,000.

                  "Revolving Credit Loans" means the loans under the Revolving
Credit Agreement.

                              Term Loan Agreement

<PAGE>

                                      -19-

                  "Revolving Credit Agreement" has the meaning assigned to such
term in the recitals of this Agreement.

                  "Revolving Credit Documents" means the "Credit Documents" as
defined in the Revolving Credit Agreement.

                  "Security Agreement" means a Security Agreement substantially
in the form of Exhibit B to the Revolving Credit Agreement between the Borrower,
the Subsidiary Guarantors and the Collateral Agent.

                  "Security Documents" means, collectively, the Security
Agreement, the Mortgages, the Guarantee Assumption Agreements, the Foreign
Subsidiary Pledge Agreements, the Collateral Agency and Intercreditor Agreement,
such other security agreements, pledge agreements or similar agreements or
instruments as may be required by the terms of this Agreement, and all Uniform
Commercial Code financing statements required thereby to be filed, or other
filings and/or registrations required to be made or obtained, as the case may
be, with respect to the security interests in property created pursuant to any
of the foregoing agreements.

                  "Statutory Reserve Rate" means, for the Interest Period for
any Eurodollar Borrowing, 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
arithmetic mean, taken over each day in such Interest Period, of the aggregate
of the maximum reserve percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal established by the Board to
which the Administrative Agent is subject for eurocurrency funding (currently
referred to as "Eurocurrency liabilities" 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 funding 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 or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

                  "Subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other 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, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or (b) that is, as of
such date, 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. Unless
otherwise specified, "Subsidiary" means a Subsidiary of the Borrower.

                  "Subsidiary Guarantor" means each of the Subsidiaries of the
Borrower identified under the caption "SUBSIDIARY GUARANTORS" on the signature
pages hereto.

                              Term Loan Agreement

<PAGE>

                                      -20-

                  "Swap Agreement" means any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities, equity or debt instruments or securities, or economic, financial or
pricing indices or measures of economic, financial or pricing risk or value or
any similar transaction or any combination of these transactions; provided that
no phantom stock or similar plan providing for payments only on account of
services provided by current or former directors, officers, employees or
consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

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

                  "Term Loan Maturity Date" means September 15, 2009.

                  "Test Period" means each period of four consecutive fiscal
quarters of the Borrower then last ended (in each case taken as one accounting
period), except that prior to September 30, 2004, "Test Period" shall mean the
period commencing on October 1, 2003 and ending on the last day of the fiscal
quarter of the Borrower most recently ended (in each case taken as one
accounting period).

                  "Transaction Documents" means, collectively, the Credit
Documents, the Revolving Credit Documents and the Equity Documents.

                  "Transactions" means the execution, delivery and performance
by each Obligor of the Transaction Documents to which such Obligor is intended
to be a party, the restructuring of the loans and other obligations hereunder
and the borrowing of Loans (and the use of the proceeds thereof) and the
issuance of letters of credit under the Revolving Credit Agreement.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans
constituting such Borrowing, is determined by reference to the Adjusted LIBO
Rate or the Alternate Base Rate.

                  "Uniform Commercial Code" means the Uniform Commercial Code as
in effect from time to time in the State of New York.

                  "Warrant Agreement" has the meaning assigned to such term in
the definition of "Equity Documents" in this Section 1.01.

                  "Wholly Owned Subsidiary" means, as to any Person, (a) any
corporation 100% of whose Capital Stock is at the time owned by such Person
and/or one or more Wholly Owned Subsidiaries of such Person (other than
directors' qualifying shares and shares or equity interests required to be held
by foreign nationals, in each case to the extent mandated by applicable law) and
(ii) any limited liability company, partnership, association or other entity in
which such Person and/or one or more Wholly Owned Subsidiaries of such Person
has a 100% equity interest.

                              Term Loan Agreement

<PAGE>

                                      -21-

                  "Withdrawal Liability" means 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. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Type
(e.g., an "ABR Loan"). Borrowings also may be classified and referred to by Type
(e.g., an "ABR Borrowing").

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Credit Document), (b) any reference herein to any Person shall
be construed to include such Person's successors and assigns, (c) the words
"herein", "hereof" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

                  SECTION 1.04. Accounting Terms; GAAP; Annualization of
Financial Covenants. Except as otherwise expressly provided herein, all terms of
an accounting or financial nature shall be construed in accordance with GAAP, as
in effect from time to time; provided that, if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate or modify the effect of any change occurring after the date
hereof in GAAP or in the application or interpretation thereof on the operation
of such provision (or if the Administrative Agent notifies the Borrower that the
Required Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then such provision shall be interpreted on
the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith. To enable the ready and consistent
determination of compliance with the covenants set forth in Article VII, the
Borrower will not change the last day of its fiscal year from December 31, or
the last days of the first three fiscal quarters in each of its fiscal years
from March 31, June 30 and September 30, respectively. Notwithstanding anything
herein to the contrary, for purposes of calculating the Consolidated Leverage
Ratio, the Consolidated Interest Coverage Ratio, the Consolidated Fixed Charge
Coverage Ratio and the Consolidated EBITDA under Sections 7.09(a), 7.09(b),
7.09(c) and 7.09(d), respectively, as at the end of any fiscal quarter of the
Borrower ending prior to December 31, 2004, the components of each such ratio
(other than Funded Indebtedness for purposes of the Consolidated Leverage Ratio)
or Consolidated EBITDA, as the case may be, shall be determined for the
applicable Test

                              Term Loan Agreement

<PAGE>

                                      -22-

Period and multiplied by (x) in the case of the Test Period ending December 31,
2003, four, (y) in the case of the Test Period ending March 31, 2004, two and
(z) in the case of the Test Period ending June 30, 2004, 4/3.

                                   ARTICLE II

                                      LOANS

                  SECTION 2.01. Restructured Term Loans. Subject to the terms
and conditions hereof, the loans of each Lender that are outstanding under the
1999 Credit Agreement (together with all accrued and unpaid interest thereon and
accrued and unpaid fees thereunder) on the close of business on the Business Day
immediately prior to the Effective Date shall on the Effective Date
automatically become Loans to the Borrower hereunder in an aggregate principal
amount of $120,000,000. The amount of the Loan held by each Lender hereunder as
of the Effective Date (upon the effectiveness of this Agreement) is set forth in
Schedule I.

                  SECTION 2.02.  Interest Elections.

                  (a) Elections by the Borrower for Borrowings. The Loans
outstanding as of the Effective Date pursuant to Section 2.01 shall be initially
ABR Loans. Thereafter, the Borrower may elect to convert such Loans to a
Borrowing of a different Type or to continue such Loans as a Borrowing of the
same Type and, in the case of a Eurodollar Borrowing, may elect the Interest
Period therefor, all as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans constituting such Borrowing, and the Loans constituting each
such portion shall be considered a separate Borrowing.

                  (b) Notice of Elections. To make an election pursuant to this
Section, the Borrower shall notify the Administrative Agent of such election by
telephone (a) in the case of a conversion of an ABR Borrowing to a Eurodollar
Borrowing or the continuation of a Eurodollar Borrowing as such, not later than
11:00 a.m., New York City time, three Business Days before the date of the
proposed conversion or continuation or (b) in the case of a conversion into an
ABR Borrowing, not later than 10:00 a.m., New York City time, on the date of the
proposed conversion. Each such telephonic Interest Election Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Interest Election Request in a form approved
by the Administrative Agent and signed by the Borrower.

                  (c) Information in Interest Election Requests. Each telephonic
and written Interest Election Request shall specify the following information in
compliance with Section 2.02:

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) of this paragraph shall be specified
         for each resulting Borrowing);

                              Term Loan Agreement

<PAGE>

                                      -23-

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
         Interest Period therefor after giving effect to such election, which
         shall be a period contemplated by the definition of the term "Interest
         Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                  (d) Notice by the Administrative Agent to Lenders. Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender's portion of
each resulting Borrowing.

                  (e) Failure to Elect; Events of Default. If the Borrower fails
to deliver a timely Interest Election Request with respect to a Eurodollar
Borrowing prior to the end of the Interest Period therefor, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii)
unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing
at the end of the Interest Period therefor.

                  (f) Limitations on Lengths of Interest Periods.
Notwithstanding any other provision of this Agreement, the Borrower shall not be
entitled to request, or to elect to convert to or continue as a Eurodollar
Borrowing any Borrowing if the Interest Period requested therefor would end
after the Term Loan Maturity Date.

                  SECTION 2.03.  Repayment of Loans; Evidence of Debt.

                  (a) Repayment. The Borrower hereby unconditionally promises to
repay to the Administrative Agent for account of the Lenders the aggregate
principal amount of the Loans in 24 consecutive quarterly installments, one such
installment to be payable on each Principal Payment Date, each in the aggregate
principal amount set forth below opposite such Principal Payment Date (subject
to adjustment pursuant to paragraph (b) of this Section):

      Principal Payment Date
         Falling in or on:                     Amount ($)
      ----------------------                   ----------

          December 2003                          250,000

                              Term Loan Agreement

<PAGE>

                                      -24-

    Principal Payment Date
       Falling in or on:                        Amount ($)
    ----------------------                      ----------

      March 2004                                   250,000
      June 2004                                    250,000
      September 2004                               250,000
      December 2004                                750,000

      March 2005                                   750,000
      June 2005                                    750,000
      September 2005                               750,000
      December 2005                                750,000

      March 2006                                   750,000
      June 2006                                    750,000
      September 2006                               750,000
      December 2006                              1,750,000

      March 2007                                 1,750,000
      June 2007                                  1,750,000
      September 2007                             1,750,000
      December 2007                              1,750,000

      March 2008                                 1,750,000
      June 2008                                  1,750,000
      September 2008                             1,750,000
      December 2008                              1,750,000

      March 2009                                1,750,0000
      June 2009                                 1,750,0000
      Term Loan Maturity Date                   92,000,000

                  (b) Adjustment of Amortization Schedule. Any prepayment of the
Loans under Section 2.04 shall be applied to reduce ratably to the remaining
scheduled principal installments thereof. To the extent not previously paid, all
Loans shall be due and payable on the Term Loan Maturity Date.

                  (c) Maintenance of Records by the Lenders. Each Lender shall
maintain in accordance with its usual practice records evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.

                  (d) Maintenance of Records by the Administrative Agent. The
Administrative Agent shall maintain records in which it shall record (i) the
amount of each Loan made hereunder, the Type thereof and each Interest Period
therefor, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender

                              Term Loan Agreement

<PAGE>

                                      -25-

hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for account of the Lenders and each Lender's share thereof.

                  (e) Effect of Entries. The entries made in the records
maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein;
provided that the failure of any Lender or the Administrative Agent to maintain
such records or any error therein shall not in any manner affect the obligation
of the Borrower to repay the Loans in accordance with the terms of this
Agreement.

                  (f) Promissory Notes. Any Lender may request that Loans made
by it be evidenced by a promissory note. In such event, the Borrower shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 10.04) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

                  SECTION 2.04.  Prepayment of Loans.

                  (a) Optional Prepayments. The Borrower shall have the right at
any time and from time to time to prepay the Loans in whole or in part.

                  (b) Mandatory Prepayments.

                  (i) Equity Issuance. Within 5 Business Days of receipt by the
         Borrower or any of its Subsidiaries of any cash proceeds from any
         Equity Issuance after the Effective Date, the Borrower shall prepay the
         Loans in an aggregate amount equal to 50% of the Net Cash Proceeds of
         such Equity Issuance, such prepayment to be effected in each case
         solely to the extent specified in clause (v) of this paragraph;
         provided that, notwithstanding the foregoing, with respect to any
         Equity Issuance resulting from the exercise of the warrants issued
         under the Warrant Agreement the Borrower shall be required to make such
         prepayment within 30 Business Days after receipt of the Net Cash
         Proceeds thereof and only at such time(s) the amount so received
         (together with all such amounts previously received that have not been
         applied by the Borrower under this clause (iii)) shall exceed $100,000.

                  (ii) Debt Incurrence. Within 5 Business Days of receipt by the
         Borrower or any of its Subsidiaries of any cash proceeds from any Debt
         Incurrence (excluding any Indebtedness incurred in accordance with
         Section 7.01) after the Effective Date, the Borrower shall prepay the
         Loans in an aggregate amount equal to 100% of the Net Cash Proceeds
         thereof, such prepayment to be effected in each case solely to the
         extent specified in clause (v) of this paragraph.

                  (iii) Dispositions and Casualty Events. Within 5 Business Days
         of receipt by the Borrower or any of its Subsidiaries of any cash
         proceeds from any Disposition or Casualty Event, then, unless the
         Borrower shall have delivered a Reinvestment Notice in

                              Term Loan Agreement

<PAGE>

                                      -26-

         respect thereof to the Administrative Agent, to the extent the Net Cash
         Proceeds of such Disposition or Casualty Event, as the case may be,
         when combined with the Net Cash Proceeds of all other Dispositions and
         Casualty Events occurring during the then current fiscal year as to
         which a prepayment has not yet been made under this clause (iii), are
         in excess of $5,000,000, the Borrower shall prepay the Loans in an
         aggregate amount equal to that portion of the Net Cash Proceeds of such
         Disposition or Casualty Event, as the case may be, and such prior
         Dispositions and Casualty Events in excess of $5,000,000, such
         prepayment to be effected in each case to the extent specified in
         clause (v) of this paragraph; provided that in the case of any
         Disposition or Casualty Event as to which the Borrower shall have
         delivered a Reinvestment Notice, thereafter on each Reinvestment
         Prepayment Date, an amount equal to the Reinvestment Prepayment Amount
         with respect to the relevant Reinvestment Event shall be applied toward
         the prepayment of Loans solely to the extent specified in clause (v) of
         this paragraph. Nothing in this paragraph shall be deemed to limit any
         obligation of the Borrower or any of its Subsidiaries pursuant to any
         of the Security Documents to remit to a collateral or similar account
         maintained by the Collateral Agent pursuant to any of the Security
         Documents the proceeds of insurance, condemnation award or other
         compensation received in respect of any Casualty Event affecting any
         property to the extent required by the terms thereof.

                  (iv) Excess Cash Flow. Not later than the date 90 days after
         the end of each fiscal year of the Borrower ending after the date
         hereof, the Borrower shall prepay the Loans in an aggregate amount
         equal to (i) 50% of Excess Cash Flow for such fiscal year minus (ii)
         the sum of, without duplication, (x) the aggregate amount of all
         optional prepayments of the Revolving Loans during such fiscal year,
         but only to the extent accompanied by a permanent reduction of the
         commitments under the Revolving Credit Agreement, (y) the aggregate
         amount of all optional prepayments of the Loans during such fiscal year
         and (z) the aggregate amount of all regularly scheduled principal
         payments of the Loans made during such fiscal year, such prepayment to
         be effected solely in each case to the extent specified in clause (v)
         of this paragraph; provided that no mandatory prepayment shall be
         required under this clause (iv) if such sum for any fiscal year shall
         be less than $1,000,000.

                  (v) Application. The prepayments pursuant to this Section
         2.04(b) shall be applied to the Loans in the order specified in Section
         2.03(b) (unless the Required Lenders shall have otherwise agreed).
         Notwithstanding the foregoing:

                           (x) if at the time of the application of any such
                  amount any event or condition which upon notice, lapse of time
                  or both would, unless cured or waived, become an Event of
                  Default (a "Potential Event of Default") has occurred and is
                  continuing, the amounts subject to the mandatory prepayment
                  requirements hereunder and under the Revolving Credit
                  Agreement shall not be applied to the prepayment of the Loans
                  hereunder, but rather shall be paid by the Borrower or the
                  relevant Subsidiary to, and held in escrow by, the
                  Administrative Agent until such earlier time as an Event of
                  Default has occurred as a result of such event or condition or
                  such Potential Event of Default has been waived or cured;
                  provided that (A) if at any time such Potential Event of
                  Default shall be waived or cured, such amounts shall be
                  forthwith applied to the prepayment to the Loans hereunder

                              Term Loan Agreement

<PAGE>

                                      -27-

                  (unless the Required Lenders shall have otherwise agreed) and
                  (B) if such an Event of Default occurs, such amounts shall be
                  applied solely in accordance with clause (y) below; and

                           (y) if at the time of application of any amount
                  subject to the mandatory prepayment requirements hereunder and
                  under the Revolving Credit Agreement any Event of Default has
                  occurred and is continuing, such amount shall not be applied
                  to the prepayment of the Loans hereunder, but rather shall be
                  applied to the reduction of the commitments under the
                  Revolving Credit Agreement and/or the prepayments of the
                  Revolving Credit Loans pursuant to Section 2.09(b)(vi) of the
                  Revolving Credit Agreement.

                  (c) Notices, etc. The Borrower shall notify the Administrative
Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in
the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment or (ii) in the
case of prepayment of an ABR Borrowing, not later than 10:00 a.m., New York City
time, on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date, the principal amount of each Borrowing or portion
thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably
detailed calculation of the amount of such prepayment. Promptly following
receipt of any such notice relating to a Borrowing, the Administrative Agent
shall advise the Lenders of the contents thereof. Each partial prepayment of any
Borrowing shall be in an aggregate amount of (i) in the case of any Eurodollar
Borrowing, $2,000,000 or a larger multiple of $500,000 and (ii) in the case of
an ABR Borrowing, $1,000,000 or a larger multiple of $250,000, except as
necessary to apply the fully required amount of a mandatory prepayment. Each
prepayment of a Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.06.

                  SECTION 2.05.  Fees.

                  (a) Administrative Agent Fees. The Borrower agrees to pay to
the Administrative Agent, for its own account, fees payable in the amounts and
at the times separately agreed upon between the Borrower and the Administrative
Agent.

                  (b) Payment of Fees. All fees payable hereunder shall be paid
on the dates due, in immediately available funds, to the Administrative Agent.
Fees paid shall not be refundable under any circumstances.

                  SECTION 2.06.  Interest.

                  (a) ABR Loans. The Loans constituting each ABR Borrowing shall
bear interest at a rate per annum equal to the Alternate Base Rate plus the
Applicable Margin.

                  (b) Eurodollar Loans. The Loans constituting each Eurodollar
Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO
Rate for the Interest Period for such Borrowing plus the Applicable Margin.

                              Term Loan Agreement

<PAGE>

                                      -28-

                  (c) Default Interest. Notwithstanding the foregoing, (i) upon
and during the continuation of any Event of Default under Section 8.01(a) or (b)
or (ii) upon request of the Required Lenders, upon and during the continuation
of any other Event of Default, the aggregate principal amount of all Loans shall
bear interest, after as well as before judgment, at a rate per annum equal to 2%
plus the rate otherwise applicable to the respective Loans. In addition (but
without duplication of the amounts payable under the immediately preceding
sentence), if any principal of or interest on any Loan or any fee or other
amount payable by the Borrower hereunder is not paid when due, whether at stated
maturity, upon acceleration, by mandatory prepayment or otherwise, such overdue
amount shall bear interest, after as well as before judgment, at a rate per
annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided above or (ii) in the case of
any other amount, 2% plus the rate applicable to ABR Loans as provided in
paragraph (a) of this Section.

                  (d) Payment of Interest. Accrued interest on each Loan shall
be payable in arrears on each Interest Payment Date for such Loan and on the
Term Loan Maturity Date; provided that (i) interest accrued pursuant to
paragraph (c) of this Section shall be payable on demand, (ii) in the event of
any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan
prior to the Term Loan Maturity Date), accrued interest on the principal amount
repaid or prepaid shall be payable on the date of such repayment or prepayment
and (iii) in the event of any conversion of any Eurodollar Borrowing prior to
the end of the Interest Period therefor, accrued interest on such Borrowing
shall be payable on the effective date of such conversion.

                  (e) Computation. All interest hereunder shall be computed on
the basis of a year of 360 days, except that interest computed by reference to
the Alternate Base Rate at times when the Alternate Base Rate is based on the
Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in
a leap year), and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). The applicable
Alternate Base Rate or Adjusted LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

                  SECTION 2.07.  Alternate Rate of Interest.  If prior to the
commencement of the Interest Period for a Eurodollar Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining the Adjusted LIBO Rate for such
         Interest Period; or

                  (b) the Administrative Agent is advised by the Required
         Lenders that the Adjusted LIBO Rate for such Interest Period will not
         adequately and fairly reflect the cost to such Lenders of making or
         maintaining their Loans included in such Borrowing for such Interest
         Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer

                              Term Loan Agreement

<PAGE>

                                      -29-

exist, any Interest Election Request that requests the conversion of any
Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall
be ineffective.

                  SECTION 2.08.  Increased Costs.

                  (a) Increased Costs Generally. If any Change in Law shall:

                           (i) impose, modify or deem applicable any reserve,
                  special deposit or similar requirement against assets of,
                  deposits with or for account of, or credit extended by, any
                  Lender (except any such reserve requirement reflected in the
                  Adjusted LIBO Rate); or

                           (ii) impose on any Lender or the London interbank
                  market any other condition affecting this Agreement or
                  Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lenders of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or to
reduce the amount of any sum received or receivable by such Lender hereunder
(whether of principal, interest or otherwise), then the Borrower will pay to
such Lender such additional amount or amounts as will compensate such Lender for
such additional costs incurred or reduction suffered.

                  (b) Capital Requirements. If any Lender determines that any
Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's capital or on the capital of such
Lender's holding company, if any, as a consequence of this Agreement or the
Loans made by such Lender to a level below that which such Lender or such
Lender's holding company could have achieved but for such Change in Law (taking
into consideration such Lender's policies and the policies of such Lender's
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender or such Lender's holding company for any such reduction
suffered.

                  (c) Certificates from Lenders. A certificate of a Lender
setting forth the amount or amounts necessary to compensate such Lender or its
holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 30 days after receipt thereof.

                  (d) Delay in Requests. Failure or delay on the part of any
Lender to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender pursuant to this Section
for any increased costs or reductions incurred more than six months prior to the
date that such Lender notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided further that, if the Change in Law giving rise
to such increased costs or reductions is retroactive, then the six-month period
referred to above shall be extended to include the period of retroactive effect
thereof.

                              Term Loan Agreement

<PAGE>

                                      -30-

                  SECTION 2.09. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period therefor (including as a result of an Event of Default), (b) the
conversion of any Eurodollar Loan other than on the last day of an Interest
Period therefor, (c) the failure to convert, continue or prepay any Loan on the
date specified in any notice delivered pursuant hereto, or (d) the assignment of
any Eurodollar Loan other than on the last day of an Interest Period therefor as
a result of a request by the Borrower pursuant to Section 2.12, then, in any
such event, the Borrower shall compensate each Lender for the loss, cost and
expense attributable to such event. In the case of a Eurodollar Loan, the loss
to any Lender attributable to any such event shall be deemed to include an
amount determined by such Lender to be equal to the excess, if any, of (i) the
amount of interest that such Lender would pay for a deposit equal to the
principal amount of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to convert or continue, the
duration of the Interest Period that would have resulted from such conversion or
continuation) if the interest rate payable on such deposit were equal to the
Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest
that such Lender would earn on such principal amount for such period if such
Lender were to invest such principal amount for such period at the interest rate
that would be bid by such Lender (or an Affiliate of such Lender) for Dollar
deposits from other banks in the eurodollar market at the commencement of such
period. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 30
days after receipt thereof.

                  SECTION 2.10.  Taxes.

                  (a) Payments Free of Taxes. Any and all payments by or on
account of any obligation of the Borrower hereunder or under any other Credit
Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the Borrower 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 and/or each 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 shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

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

                  (c) Indemnification by the Borrower. The Borrower shall
indemnify the Administrative Agent and each Lender, within 30 days after written
demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) paid by the Administrative
Agent or such Lender and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were

                              Term Loan Agreement

<PAGE>

                                      -31-

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 own behalf or on
behalf of a Lender shall be conclusive absent manifest error.

                  (d) Evidence of Payments. As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by the Borrower 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) Foreign Lenders. 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 or reasonably requested by the Borrower, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate.

                  SECTION 2.11.  Payments Generally; Pro Rata Treatment; Sharing
of Set-offs.

                  (a) Payments by the Obligors. Each Obligor shall make each
payment required to be made by it hereunder (whether of principal, interest,
fees, or under Section 2.08, 2.09 or 2.10, or otherwise) or under any other
Credit Document (except to the extent otherwise provided therein) prior to 12:00
noon, New York City time, on the date when due, in immediately available funds,
without set-off, counterclaim or other deduction. Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent at its offices at 270 Park Avenue, New York, New York,
except as otherwise expressly provided in the relevant Credit Document, and
except that payments pursuant to Sections 2.08, 2.09, 2.10 and 10.03 shall be
made directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for account of any other Person to
the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension. All payments hereunder or under any other Credit Document
(except to the extent otherwise provided herein or therein) shall be made in
Dollars.

                  (b) Application of Insufficient Payments. If at any time
insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, interest and fees then due hereunder, such
funds shall be applied (i) first, to pay interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, to pay principal
then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of principal then due to such parties.

                              Term Loan Agreement

<PAGE>

                                      -32-

                  (c) Pro Rata Treatment. Except to the extent otherwise
provided herein: (i) each payment or prepayment of principal of Loans by the
Borrower shall be made for account of the relevant Lenders pro rata in
accordance with the respective unpaid principal amounts of the Loans held by
them and (ii) each payment of interest on Loans by the Borrower shall be made
for account of the relevant Lenders pro rata in accordance with the amounts of
interest on such Loans then due and payable to the respective Lenders.

                  (d) Sharing of Payments by Lenders. If any Lender shall, by
exercising any right of set-off or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of its Loans resulting in such
Lender receiving payment of a greater proportion of the aggregate amount of its
Loans and accrued interest thereon then due than the proportion received by any
other Lender, then the Lender receiving such greater proportion shall purchase
(for cash at face value) participations in the Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by any Obligor pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). Each Obligor
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against such Obligor rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of such Obligor in the amount of such participation.

                  (e) Presumptions of Payment. Unless the Administrative Agent
shall have received notice from the Borrower prior to the date on which any
payment is due to the Administrative Agent for account of the Lenders hereunder
that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders
the amount due. In such event, if the Borrower has not in fact made such
payment, then each of the Lenders severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the Federal Funds Effective Rate.

                  (f) Certain Deductions by the Administrative Agent. If any
Lender shall fail to make any payment required to be made by it pursuant to
Section 2.11(e), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for account of such Lender to satisfy such
Lender's obligations under such Sections until all such unsatisfied obligations
are fully paid.

                  SECTION 2.12.  Mitigation Obligations; Replacement of Lenders.

                              Term Loan Agreement

<PAGE>

                                      -33-

                  (a) Designation of a Different Lending Office. If any Lender
requests compensation under Section 2.08, or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for account of
any Lender pursuant to Section 2.10, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.08 or 2.10, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

                  (b) Replacement of Lenders. If any Lender requests
compensation under Section 2.08, if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for account of any
Lender pursuant to Section 2.10, if any Lender defaults in its obligation to
fund Loans hereunder, or if a Lender refuses to consent to any amendment,
modification or waiver of this Agreement or any other Credit Document that
pursuant to Section 10.02 requires consent of 100% of the Lenders directly
affected thereby, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 10.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent (which consent shall not
unreasonably be withheld) with respect to such assignment (but only to the
extent such consent is required by Section 10.04(b)), (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.08 or payments required to be made pursuant to
Section 2.10, such assignment will result in a reduction in such compensation or
payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

                                   ARTICLE III

                                    GUARANTEE

                  SECTION 3.01. The Guarantee. The Subsidiary Guarantors hereby
jointly and severally guarantee to each Lender and the Administrative Agent and
their respective successors and assigns the prompt payment in full when due
(whether at stated maturity, by acceleration or otherwise) of the principal of
and interest on the Loans made by the Lenders to the Borrower and all other
amounts from time to time owing to the Lenders or the Administrative Agent by
the Borrower and/or any other Obligor under any of the Credit Documents, in each
case strictly in accordance with the terms thereof (such obligations being
herein collectively called the

                              Term Loan Agreement

<PAGE>

                                      -34-

"Guaranteed Obligations"). The Subsidiary Guarantors hereby further jointly and
severally agree that if the Borrower shall fail to pay in full when due (whether
at stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, the Subsidiary Guarantors will promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by acceleration or
otherwise) in accordance with the terms of such extension or renewal.

                  SECTION 3.02. Obligations Unconditional. The obligations of
the Subsidiary Guarantors under Section 3.01 are absolute and unconditional,
joint and several, irrespective of the value, genuineness, validity, regularity
or enforceability of the obligations of the Borrower under this Agreement or any
other agreement or instrument referred to herein, or any substitution, release
or exchange of any other guarantee of or security for any of the Guaranteed
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section that the obligations of the Subsidiary
Guarantors hereunder shall be absolute and unconditional, joint and several,
under any and all circumstances. Without limiting the generality of the
foregoing, it is agreed that the occurrence of any one or more of the following
shall not alter or impair the liability of the Subsidiary Guarantors hereunder,
which shall remain absolute and unconditional as described above:

                  (i) at any time or from time to time, without notice to the
         Subsidiary Guarantors, the time for any performance of or compliance
         with any of the Guaranteed Obligations shall be extended, or such
         performance or compliance shall be waived;

                  (ii) any of the acts mentioned in any of the provisions of
         this Agreement or any other agreement or instrument referred to herein
         shall be done or omitted;

                  (iii) the maturity of any of the Guaranteed Obligations shall
         be accelerated or the Guaranteed Obligations shall be modified,
         supplemented or amended in any respect, or any right under this
         Agreement or any other agreement or instrument referred to herein shall
         be waived or any other guarantee of any of the Guaranteed Obligations
         or any security therefor shall be released or exchanged in whole or in
         part or otherwise dealt with; or

                  (iv) any lien or security interest granted to, or in favor of,
         the Administrative Agent or any Lender or Lenders as security for any
         of the Guaranteed Obligations shall fail to be perfected.

The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand
of payment, protest and all notices whatsoever, and any requirement that the
Administrative Agent or any Lender exhaust any right, power or remedy or proceed
against the Borrower under this Agreement or any other agreement or instrument
referred to herein, or against any other Person under any other guarantee of, or
security for, any of the Guaranteed Obligations.

                              Term Loan Agreement

<PAGE>

                                      -35-

                  SECTION 3.03. Reinstatement. The obligations of the Subsidiary
Guarantors under this Article shall be automatically reinstated if and to the
extent that for any reason any payment by or on behalf of an Obligor in respect
of the Guaranteed Obligations is rescinded or must be otherwise restored by any
holder of any of the Guaranteed Obligations, whether as a result of any
proceedings in bankruptcy or reorganization or otherwise, and the Subsidiary
Guarantors jointly and severally agree that they will indemnify the
Administrative Agent and each Lender on demand for all reasonable costs and
expenses (including reasonable fees of counsel) incurred by the Administrative
Agent or such Lender in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law, but excluding
any such costs and expenses determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of the Administrative Agent or such Lender, as the case may
be.

                  SECTION 3.04. Subrogation. The Subsidiary Guarantors hereby
jointly and severally agree that until the payment and satisfaction in full of
all Guaranteed Obligations, they shall not exercise any right or remedy arising
by reason of any performance by them of their guarantee in Section 3.01, whether
by subrogation or otherwise, against any Obligor or any other guarantor of any
of the Guaranteed Obligations or any security for any of the Guaranteed
Obligations.

                  SECTION 3.05. Remedies. The Subsidiary Guarantors jointly and
severally agree that, as between the Subsidiary Guarantors and the Lenders, the
obligations of the Obligors under this Agreement may be declared to be forthwith
due and payable as provided in Article VIII (and shall be deemed to have become
automatically due and payable in the circumstances provided in Article VIII) for
purposes of Section 3.01 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or such obligations from becoming
automatically due and payable) as against any Obligor and that, in the event of
such declaration (or such obligations being deemed to have become automatically
due and payable), such obligations (whether or not due and payable by such
Obligor) shall forthwith become due and payable by the Subsidiary Guarantors for
purposes of Section 3.01.

                  SECTION 3.06. Instrument for the Payment of Money. Each
Subsidiary Guarantor hereby acknowledges that the guarantee in this Article
constitutes an instrument for the payment of money, and consents and agrees that
any Lender or the Administrative Agent, at its sole option, in the event of a
dispute by such Subsidiary Guarantor in the payment of any moneys due hereunder,
shall have the right to bring motion-action under New York CPLR Section 3213.

                  SECTION 3.07. Continuing Guarantee. The guarantee in this
Article is a continuing guarantee, and shall apply to all Guaranteed Obligations
whenever arising.

                  SECTION 3.08. Rights of Contribution. The Subsidiary
Guarantors hereby agree, as between themselves, that if any Subsidiary Guarantor
shall become an Excess Funding Guarantor (as defined below) by reason of the
payment by such Subsidiary Guarantor of any Guaranteed Obligations, each other
Subsidiary Guarantor shall, on demand of such Excess

                              Term Loan Agreement

<PAGE>

                                      -36-

Funding Guarantor (but subject to the next sentence), pay to such Excess Funding
Guarantor an amount equal to such Subsidiary Guarantor's Pro Rata Share (as
defined below and determined, for this purpose, without reference to the
properties, debts and liabilities of such Excess Funding Guarantor) of the
Excess Payment (as defined below) in respect of such Guaranteed Obligations. The
payment obligation of a Subsidiary Guarantor to any Excess Funding Guarantor
under this Section shall be subordinate and subject in right of payment to the
prior payment in full of the obligations of such Subsidiary Guarantor under the
other provisions of this Article and such Excess Funding Guarantor shall not
exercise any right or remedy with respect to such excess until payment and
satisfaction in full of all of such obligations.

                  For purposes of this Section, (i) "Excess Funding Guarantor"
means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor that has
paid an amount in excess of its Pro Rata Share of such Guaranteed Obligations,
(ii) "Excess Payment" means, in respect of any Guaranteed Obligations, the
amount paid by an Excess Funding Guarantor in excess of its Pro Rata Share of
such Guaranteed Obligations and (iii) "Pro Rata Share" means, for any Subsidiary
Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the
aggregate present fair saleable value of all properties of such Subsidiary
Guarantor (excluding any shares of stock of any other Subsidiary Guarantor)
exceeds the amount of all the debts and liabilities of such Subsidiary Guarantor
(including contingent, subordinated, unmatured and unliquidated liabilities, but
excluding the obligations of such Subsidiary Guarantor hereunder and any
obligations of any other Subsidiary Guarantor that have been Guaranteed by such
Subsidiary Guarantor) to (y) the amount by which the aggregate fair saleable
value of all properties of all of the Subsidiary Guarantors exceeds the amount
of all the debts and liabilities (including contingent, subordinated, unmatured
and unliquidated liabilities, but excluding the obligations of the Subsidiary
Guarantors hereunder and under the other Credit Documents) of all of the
Subsidiary Guarantors, determined (A) with respect to any Subsidiary Guarantor
that is a party hereto on the Effective Date, as of the Effective Date, and (B)
with respect to any other Subsidiary Guarantor, as of the date such Subsidiary
Guarantor becomes a Subsidiary Guarantor hereunder.

                  SECTION 3.09. General Limitation on Guarantee Obligations. In
any action or proceeding involving any state corporate law, or any state or
Federal bankruptcy, insolvency, reorganization or other law affecting the rights
of creditors generally, if the obligations of any Subsidiary Guarantor under
Section 3.01 would otherwise, taking into account the provisions of Section
3.08, be held or determined to be void, invalid or unenforceable, or
subordinated to the claims of any other creditors, on account of the amount of
its liability under Section 3.01, then, notwithstanding any other provision
hereof to the contrary, the amount of such liability shall, without any further
action by such Subsidiary Guarantor, any Lender, the Administrative Agent or any
other Person, be automatically limited and reduced to the highest amount that is
valid and enforceable and not subordinated to the claims of other creditors as
determined in such action or proceeding.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                              Term Loan Agreement

<PAGE>

                                      -37-

                  The Borrower and each Subsidiary Guarantor (as to itself and
its Subsidiaries only) represents and warrants to the Lenders that:

                  SECTION 4.01. Organization; Powers. Each of the Borrower and
its 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 carry on its business now conducted and (c) except where
the failure to do so, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect, is duly qualified and
is authorized to do business and is in good standing in each jurisdiction where
the ownership, leasing or operation of its property or the conduct of its
business requires such qualifications.

                  SECTION 4.02. Authorization; Enforceability. The Transactions
are within each Obligor's corporate powers and have been duly authorized by all
necessary corporate and, if required, by all necessary shareholder action. This
Agreement has been duly executed and delivered by each Obligor party hereto and
constitutes, and each of the other Credit Documents to which an Obligor is a
party when executed and delivered by such Obligor will constitute, a legal,
valid and binding obligation of such Obligor, enforceable against each Obligor
in accordance with its terms, except as such enforceability may be limited by
(a) bankruptcy, insolvency, reorganization, moratorium or similar laws of
general applicability affecting the enforcement of creditors' rights and (b) the
application of general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

                  SECTION 4.03. Governmental Approvals; No Conflicts. The
execution, delivery and performance of the Credit Documents (a) do not require
any consent or approval of, registration or filing with, or any other action by,
any Governmental Authority, except for (i) such as have been obtained or made
and are in full force and effect and (ii) filings and recordings in respect of
the Liens created pursuant to the Security Documents, (b) will not violate any
applicable law or regulation or the charter, by-laws or other organizational
documents of the Borrower or any of its Subsidiaries or any order of any
Governmental Authority applicable to the Borrower or any of its Subsidiaries,
(c) will not violate or result in a default under any indenture, mortgage, deed
of trust, credit agreement or loan agreement or any other material agreement,
contract or instrument binding upon the Borrower or any of its Subsidiaries or
assets, or give rise to a right thereunder to require any payment to be made by
any such Person and (d) except for Liens created pursuant to the Security
Documents, will not result in the creation or imposition of any Lien on any
asset of the Borrower or any of its Subsidiaries.

                  SECTION 4.04. Financial Condition; No Material Adverse Change.

                  (a) Financial Condition. The Borrower has heretofore furnished
to the Lenders its audited consolidated balance sheet and statements of income,
stockholders' equity and cash flows as of and for the fiscal years ended
December 31, 2002 reported on by Ernst & Young LLP and its unaudited
consolidated balance sheet and statements of income and cash flows as of and for
the six-month period ended June 30, 2003. Such financial statements present
fairly, in all material respects, the financial position and results of
operations and cash flows of the Borrower and its Subsidiaries as of such dates
and for such periods in accordance with GAAP (subject, with respect to such
financial statements as of and for such six-month period ended June 30, 2003, to
normal year-end audit adjustments and the absence of footnotes). Neither the
Borrower

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                                      -38-

nor any of its Subsidiaries has, on the date hereof, any material contingent
liabilities, material liabilities for taxes, long-term leases or unusual forward
or long-term commitments, including any interest rate or foreign currency swap
or exchanged transactions, or any unrealized or anticipated losses from any
unfavorable commitments, which are not reflected in such financial statements as
required by GAAP.

                  (b) No Material Adverse Change. Since the Petition Date, there
has been no development or event that has had or could reasonably be expected to
have a Material Adverse Effect (other than with respect to any change of the
type that customarily occurs following commencement of a proceeding under
chapter 11 of the Bankruptcy Code).

                  SECTION 4.05.  Properties.

                  (a) Property Generally. Each of the Borrower and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business, subject only to Liens permitted
by Section 7.02 and except for minor defects in title that do not interfere with
its ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.

                  (b) Intellectual Property. Each of the Borrower and its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, patents and other intellectual property material to its business,
and the use thereof by the Borrower and its Subsidiaries does not infringe upon
the rights of any other Person, except for any such infringements that,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

                  SECTION 4.06. Litigation. Except for the matters disclosed in
Schedule 4.06, there are no actions, suits or proceedings by or before any
arbitrator or Governmental Authority now pending against or, to the knowledge of
the Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries (i) that could reasonably be expected, either individually or in
the aggregate, to have a Material Adverse Effect or (ii) with respect to this
Agreement or the Transactions. Since the date of this Agreement, there has been
no change in the status of the matters disclosed in Schedule 4.06 that, either
individually or in the aggregate, could reasonably be expected to have, or
materially increase the likelihood of, a Material Adverse Effect.

                  SECTION 4.07. Environmental Matters. Each of the Borrower and
its Subsidiaries has obtained all environmental, health and safety permits,
licenses, registrations and other authorizations required under all
Environmental Laws to carry on its business as now being or as proposed to be
conducted, except to the extent failure to have any such permit, license,
registration or authorization would not (either individually or in the
aggregate) have a Material Adverse Effect. Each of such permits, licenses,
registrations and authorizations is in full force and effect and each of the
Borrower and its Subsidiaries is in compliance with the terms and conditions
thereof, and is also in compliance with all other limitations, restrictions,
conditions, standards, prohibitions, requirements, obligations, schedules and
timetables contained in any applicable Environmental Law or in any regulation,
code, plan, order, decree, judgment, injunction issued, entered, promulgated or
approved thereunder, except to the extent failure to comply therewith would not
(either individually or in the aggregate) have a Material Adverse Effect.

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                                      -39-

                  In addition, except as disclosed in Schedule 4.07:

                  (a) No Pending Environmental Matters. No written notice,
         notification, demand, request for information, citation, summons or
         order has been issued, no complaint has been filed, no penalty has been
         assessed and no investigation or review is pending or, to the best
         knowledge of the Borrower or any of its Subsidiaries, threatened by any
         governmental or other entity with respect to any alleged failure by the
         Borrower or any of its Subsidiaries to have any environmental, health
         or safety permit, license, registration or other authorization required
         under any Environmental Law in connection with the conduct of the
         business of the Borrower or any of its Subsidiaries or with respect to
         any generation, treatment, storage, recycling, transportation,
         discharge or disposal, or any Release of any Hazardous Materials
         generated by the Borrower or any of its Subsidiaries.

                  (b) No Permits Required; Certain Specific Representations.
         Neither the Borrower nor any of its Subsidiaries owns, operates or
         leases a treatment, storage or disposal facility requiring a permit
         under the Resource Conservation and Recovery Act of 1976, as amended,
         or under any comparable state or local statute; and

                           (i) no polychlorinated biphenyls (PCB's) are or have
                  been present at or above regulated levels at any site or
                  facility now or previously owned, operated or leased by the
                  Borrower or any of its Subsidiaries;

                           (ii) no regulated asbestos or asbestos-containing
                  materials is or has been present at any site or facility now
                  or previously owned, operated or leased by the Borrower or any
                  of its Subsidiaries;

                           (iii) there are no underground storage tanks or
                  surface impoundments for Hazardous Materials, active or
                  abandoned, at any site or facility now or, to the best
                  knowledge of the Borrower or any of its Subsidiaries,
                  previously owned, operated or leased by the Borrower or any of
                  its Subsidiaries;

                           (iv) no Hazardous Materials have been Released at, on
                  or under any site or facility now or previously owned,
                  operated or leased by the Borrower or any of its Subsidiaries
                  in a reportable quantity established by statute, ordinance,
                  rule, regulation or order; and

                           (v) no Hazardous Materials have been otherwise
                  Released at, on or under any site or facility now or
                  previously owned, operated or leased by the Borrower or any of
                  its Subsidiaries that would (either individually or in the
                  aggregate) have a Material Adverse Effect.

                  (c) No Hazardous Material Transported to NPL Sites. Neither
         the Borrower nor any of its Subsidiaries has transported or arranged
         for the transportation of any Hazardous Material in amounts or
         quantities other than those not reasonably likely to have a Material
         Adverse Effect to any location that is listed on the National
         Priorities List ("NPL") under the Comprehensive Environmental Response,
         Compensation, and

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                                      -40-

         Liability Act of 1980, as amended ("CERCLA"), listed for possible
         inclusion on the NPL by the Environmental Protection Agency in the
         Comprehensive Environmental Response and Liability Information System,
         as provided for by 40 C.F.R. ss. 300.5 ("CERCLIS"), or on any similar
         state or local list or that is the subject of Federal, state or local
         enforcement actions or other investigations that may lead to
         Environmental Claims against the Borrower or any of its Subsidiaries.

                  (d) No Notifications or Listings. No oral or written
         notification of a Release of a Hazardous Material has been filed by or
         on behalf of the Borrower or any of its Subsidiaries and no site or
         facility now or previously owned, operated or leased by the Borrower or
         any of its Subsidiaries is listed or proposed for listing on the NPL,
         CERCLIS or any similar state list of sites requiring investigation or
         clean-up.

                  (e) No Liens or Restrictions. No Liens have arisen under or
         pursuant to any Environmental Laws on any site or facility owned,
         operated or leased by the Borrower or any of its Subsidiaries, and no
         government action has been taken or is in process that could subject
         any such site or facility to such Liens and neither the Borrower nor
         any of its Subsidiaries would be required to place any notice or
         restriction relating to the presence of Hazardous Materials at any site
         or facility owned by it in any deed to the real property on which such
         site or facility is located.

                  (f) Full Disclosure. All environmental investigations,
         studies, audits, tests, reviews or other analyses conducted by or that
         are in the possession of the Borrower or any of its Subsidiaries in
         relation to facts, circumstances or conditions at or affecting any site
         or facility now or previously owned, operated or leased by the Borrower
         or any of its Subsidiaries and that could have a Material Adverse
         Effect have been made available to the Lenders.

                  SECTION 4.08. Compliance with Laws and Agreements. Each of the
Borrower and its Subsidiaries is in compliance with all Requirements of Law
applicable to it or its property and all indentures, agreements and other
instruments binding upon it or its property, except where the failure to do so,
either individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

                  SECTION 4.09. Investment and Holding Company Status. Neither
the Borrower nor any of its Subsidiaries 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 4.10. Taxes. Each of the Borrower and its Subsidiaries
has timely filed or caused to be filed all Tax returns and reports required to
have been filed and has paid or caused to be paid all Taxes required to have
been paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which such Person has set aside on its books
adequate reserves or (b) to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

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                                      -41-

                  SECTION 4.11. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to have a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent annual financial statements reflecting such amounts, exceed
the fair market value of the assets of such Plan by more than $15,000,000.

                  SECTION 4.12. Disclosure. The Borrower has disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to which
it or any of its Subsidiaries is subject, and all other matters known to it,
that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. None of the reports, financial statements, certificates
or other information furnished by or on behalf of the Obligors to the Lenders in
connection with the negotiation of this Agreement and the other Credit Documents
or delivered hereunder or thereunder (as modified or supplemented by other
information so furnished), when taken as a whole, contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such projected financial
information was prepared in good faith based upon assumptions believed to be
reasonable at the time, it being recognized by the Lenders that such projected
financial information include forward-looking statements that by their very
nature are subject to significant risks, uncertainties and contingencies, many
of which are beyond the control of the Borrower and its Subsidiaries and that
actual results may differ, perhaps materially, from those expressed or implied
in such forward-looking statements. There is no fact known to the Borrower or
any of its Subsidiaries that could reasonably be expected to have a Material
Adverse Effect that has not been disclosed herein, in the other Credit Documents
or in a report, financial statement, exhibit, schedule, disclosure letter or
other writing furnished to the Lenders for use in connection with the
Transactions.

                  SECTION 4.13. Use of Credit. Neither the Borrower nor any of
its Subsidiaries is engaged principally, or as one of its important activities,
in the business of extending credit for the purpose, whether immediate,
incidental or ultimate, of buying or carrying Margin Stock, and no part of the
proceeds of any extension of credit hereunder will be used to buy or carry any
Margin Stock.

                  SECTION 4.14.  Debt Agreements and Liens.

                  (a) Debt Agreements. As of the date hereof, Schedule 7.01 is a
complete and correct list of each credit agreement, loan agreement, indenture,
purchase agreement, guarantee, letter of credit or other arrangement providing
for or otherwise relating to any Indebtedness or any extension of credit (or
commitment for any extension of credit) to, or guarantee by, the Borrower or any
of its Subsidiaries then outstanding (other than any Indebtedness under the 1999
Credit Agreement, the DIP Credit Agreement and the Revolving Credit Agreement),
and the aggregate principal or face amount outstanding or that may become
outstanding under each such arrangement is correctly described in Schedule 7.01.
As of the date hereof (immediately prior to giving effect to this Agreement),
Schedule II is a complete and correct list of the Existing Loans.

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                                      -42-

                  (b) Liens. As of the date hereof, Schedule 7.02 is a complete
and correct list of each Lien securing Indebtedness of any Person then
outstanding (other than intercompany debt among the Borrower and the Subsidiary
Guarantors and any Indebtedness under the 1999 Credit Agreement, the DIP Credit
Agreement and the Revolving Credit Agreement) and covering any property of the
Borrower or any of its Subsidiaries, and the aggregate Indebtedness secured (or
that may be secured) by each such Lien and the property covered by each such
Lien is correctly described in Schedule 7.02.

                  SECTION 4.15.  Subsidiaries and Investments.

                  (a) Subsidiaries. Set forth in Schedule 4.15(a) is a complete
and correct list of all of the Subsidiaries of the Borrower as of the date
hereof, together with, for each such Subsidiary, (i) the jurisdiction of
organization of such Subsidiary, (ii) each Person holding ownership interests in
such Subsidiary (except that, in the case of non-Wholly Owned Subsidiaries, the
identity of the owners other than the Borrower and its Subsidiaries need not be
specified) and (iii) the nature of the ownership interests held by each such
Person and the percentage of ownership of such Subsidiary represented by such
ownership interests. Except as disclosed in Schedule 4.15(a), as of the
Effective Date (after giving effect to the transactions contemplated to occur on
or before the Effective Date) (x) each of the Borrower and its Subsidiaries
owns, or will own, free and clear of Liens (other than Liens created pursuant to
the Security Documents), and has the unencumbered right to vote, all outstanding
ownership interests in each Person shown to be held by it in Schedule 4.15(a),
(y) all of the issued and outstanding Capital Stock of each such Person
organized as a corporation is validly issued, fully paid and nonassessable and
(z) there are no outstanding Equity Rights with respect to such Person.

                  (b) Investments. Set forth in Schedule 7.04 is a complete and
correct list of all Investments (other than Investments disclosed in Schedule
4.15(a) and other than Investments of the types referred to in clauses (b), (c),
(d), (f), (j) and (l) of Section 7.04) held by the Borrower or any of its
Subsidiaries in any Person on the date hereof or that will be held on the
Effective Date (after giving effect to the transactions contemplated to occur on
or before the Effective Date) and, for each such Investment, (x) the identity of
the Person or Persons holding such Investment and (y) the nature of such
Investment. Except as disclosed in Schedule 7.04, each of the Borrower and its
Subsidiaries owns (or will own, after giving effect to the transactions
contemplated to occur on or before the Effective Date), free and clear of all
Liens (other than Liens created pursuant to the Security Documents and other
Liens permitted hereunder), all such Investments.

                  (c) Restrictions on Subsidiaries. None of the Subsidiaries of
the Borrower is, on the date hereof, subject to any indenture, agreement,
instrument or other arrangement of the type described in Section 7.07 (but
subject to the exceptions set forth therein).

                  SECTION 4.16. Real Property. Set forth in Schedule 4.16 is a
list, as of the date hereof, of all of the real property interests held by the
Borrower and its Subsidiaries, indicating in each case whether the respective
property is owned or leased, the identity of the owner or (in the case of any
leased property) the lessor and lessee thereof, and the location of the
respective property, and designating the properties that will subject to a
Mortgage as of the Effective Date.

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                  SECTION 4.17. Labor Matters. Except as set forth in Schedule
4.17, (a) on the date hereof neither the Borrower nor any of its Subsidiaries
nor any of their respective employees is subject to any collective bargaining
agreement, (b) on the date hereof, no petition for certification or union
election is pending with respect to the employees of the Borrower or any of its
Subsidiaries and no union or collective bargaining unit has sought certification
or recognition with respect to the employees of any such Person within the
three-year period ending on the Effective Date and (c) there are no strikes or
other labor disputes against the Borrower or any of its Subsidiaries pending or,
to the knowledge of the Borrower, threatened, other than any thereof that
(individually or in the aggregate) could reasonably be expected to have a
Material Adverse Effect. Hours worked by and payment made to employees of the
Borrower and its Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable law, regulation or order of any
Governmental Authority dealing with such matters that (individually or in the
aggregate) could reasonably be expected to have a Material Adverse Effect. All
payments due from the Borrower or any of its Subsidiaries on account of employee
health and welfare insurance that (individually or in the aggregate) could
reasonably be expected to have a Material Adverse Effect if not paid have been
paid or accrued as a liability on the books of the Borrower or the relevant
Subsidiary.

                  SECTION 4.18. No Burdensome Restrictions. Neither the Borrower
nor any of its Subsidiaries is a party to any agreement or other contractual
arrangement imposing burdensome requirements upon the Borrower or any of its
Subsidiaries that, taking into account the benefits of such agreement or other
arrangement to the Borrower or such Subsidiary, could reasonably be expected to
have a Material Adverse Effect.

                  SECTION 4.19. Solvency. As of the Effective Date and after
giving effect to the Transactions contemplated hereby, (a) the aggregate value
of all properties of the Borrower and its Subsidiaries at their present fair
saleable value (i.e., the amount that may be realized within a reasonable time,
considered to be six months to one year, either through collection or sale at
the regular market value, conceiving the latter as the amount that could be
obtained for the property in question within such period by a capable and
diligent businessman from an interested buyer who is willing to purchase under
ordinary selling conditions, and determined on a going concern basis), exceeds
the amount of all the debts and liabilities (including contingent, subordinated,
unmatured and unliquidated liabilities) of the Borrower and its Subsidiaries,
(b) the Borrower and its Subsidiaries will not, on a consolidated basis, have an
unreasonably small capital with which to conduct their business operations as
heretofore conducted and (c) the Borrower and its Subsidiaries will have, on a
consolidated basis, sufficient cash flow to enable them to pay their debts as
they mature.

                                    ARTICLE V

                                   CONDITIONS

                  SECTION 5.01. Effective Date. This Agreement and the
obligations of the Lenders to restructure the loans and other obligations
contemplated by Section 2.01 shall become effective at 5:00 p.m. (New York City
time) on the date hereof upon the satisfaction of the following conditions,
including receipt by the Administrative Agent of each of the following
documents, each of which shall be satisfactory to the Administrative Agent (and
to the extent

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                                      -44-

specified below, to the requisite number of Lenders) in form and substance (or
such condition having been waived in accordance with Section 10.02):

                  (a) Executed Counterparts. This Agreement (and the related
         documentation as contemplated hereby), each duly executed and delivered
         by the Obligors and the Administrative Agent (it being understood that,
         pursuant to an order of the Bankruptcy Court referred to in Section
         5.01(k), each of the Lenders shall be deemed to have agreed to, and
         shall be bound by, the provisions of this Agreement whether or not such
         Lenders shall execute and deliver a counterpart hereof).

                  (b) Opinion of Counsel to the Obligors. A favorable written
         opinion (addressed to the Administrative Agent and the Lenders and
         dated the Effective Date) of Calfee, Halter & Griswold LLP, as counsel
         for the Obligors, and (ii) such other counsel to one or more of the
         Obligors as the Administrative Agent shall request, in form and
         substance satisfactory to the Administrative Agent covering such
         matters relating to the Obligors, this Agreement and/or the
         Transactions (and each Obligor hereby instructs such counsel to deliver
         such opinion to the Lenders and the Administrative Agent).

                  (c) Opinion of Special New York Counsel to JPMCB. An opinion,
         dated the Effective Date, of Milbank, Tweed, Hadley & McCloy LLP,
         special New York counsel to JPMCB, in form and substance satisfactory
         to the Administrative Agent (and JPMCB hereby instructs such counsel to
         deliver such opinion to the Lenders).

                  (d) Corporate Documents. Such documents and certificates as
         the Administrative Agent or its counsel may reasonably request relating
         to the organization, existence and good standing of each Obligor, the
         authorization of the Transactions and any other legal matters relating
         to the Obligors, this Agreement or the Transactions, all in form and
         substance reasonably satisfactory to the Administrative Agent and its
         counsel.

                  (e) Officer's Certificate. A certificate, dated the Effective
         Date and signed by the President, a Vice President or a Financial
         Officer of the Borrower, confirming compliance with the conditions set
         forth in the lettered clauses of the first sentence of Section 5.02.

                  (f) Security Agreement. The Security Agreement substantially
         in the form of Exhibit B hereto, duly executed and delivered by the
         Borrower, the Subsidiary Guarantors and the Collateral Agent, together
         with (to the extent required by the terms thereof) the certificates (if
         any) held by the respective Obligor and identified therein and undated
         stock (or other) powers executed in blank. In addition, the respective
         Obligors shall have taken such other action (including delivering to
         the Collateral Agent pursuant to the Security Agreement for filing,
         appropriately completed and duly executed copies of Uniform Commercial
         Code financing statements) as the Collateral Agent shall have requested
         in order to perfect the security interests created pursuant to the
         Security Agreement.

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                                      -45-

                  (g) Mortgages and Title Insurance. The following documents,
         each of which shall be executed (and, where appropriate, acknowledged)
         by Persons satisfactory to the Collateral Agent:

                           (i) a Mortgage amending and restating each of the
                  Existing Mortgages, in each case duly executed and delivered
                  by the respective owner or lessee of such property in
                  recordable form (in such number of copies as the Collateral
                  Agent shall have requested) and, to the extent necessary with
                  respect to any leasehold property to be subjected to a
                  Mortgage, consents of the respective landlords with respect to
                  such property;

                           (ii) one or more mortgagee policies of title
                  insurance (or an endorsement of such policies issued under the
                  1999 Credit Agreement) on forms of and issued by First
                  American Title Insurance Company (the "Title Company"),
                  insuring the validity and priority of the Liens created under
                  each such Mortgage for and in amounts satisfactory to the
                  Collateral Agent, subject only to such exceptions as are
                  satisfactory to the Collateral Agent and, to the extent
                  necessary under applicable law, for filing in the appropriate
                  county land office(s), Uniform Commercial Code financing
                  statements covering fixtures, in each case appropriately
                  completed and duly executed; and

                           (iii) opinions, each dated the Effective Date, of
                  local counsel in each of the respective states in which the
                  properties covered by the Mortgages executed and delivered
                  under this clause (g) are located, in form and substance
                  reasonably satisfactory to the Collateral Agent (each such
                  opinion to be addressed to the Lenders, the Administrative
                  Agent and the Collateral Agent).

         In addition, the Borrower shall have paid to the Title Company all
         expenses and premiums of the Title Company in connection with the
         issuance of such policies (or endorsements) and in addition shall have
         paid to the Title Company an amount equal to the recording and stamp
         taxes payable in connection with recording each such Mortgage in the
         appropriate county land office(s).

                  (h) Approvals. All material governmental and third party
         approvals necessary or, in the discretion of the Administrative Agent,
         advisable in connection with the financing contemplated hereby and the
         continuing operations of the Borrower and its Subsidiaries shall have
         been obtained and be in full force and effect.

                  (i) Insurance. Certificates of insurance evidencing the
         existence of all insurance required to be maintained by the Borrower
         pursuant to Section 6.05(b) and the designation of the Administrative
         Agent as an additional named insured and the Collateral Agent as the
         loss payee or additional named insured, as the case may be, thereunder
         to the extent required by Section 6.05(b), such certificates to be in
         such form and contain such information as is specified in Section
         6.05(b). In addition, the Borrower shall have delivered a certificate
         of a Financial Officer of the Borrower setting forth the insurance
         obtained by it in accordance with the requirements of Section 6.05(b)
         and

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                                      -46-

         stating that such insurance is in full force and effect and that all
         premiums then due and payable thereon have been paid.

                  (j) Lien Searches. The results (which shall be satisfactory to
         the Administrative Agent) of a recent search conducted by a Person
         satisfactory to the Administrative Agent of Uniform Commercial Code,
         judgment and tax lien filings in each relevant jurisdiction where
         property of the Obligors is located, and the results of such search
         shall reveal no Liens on any of the property of the Obligors except for
         those permitted under Section 7.02.

                  (k) Consummation of Reorganization Plan. Evidence that the
         Bankruptcy Court shall have entered orders confirming the
         Reorganization Plan and authorizing the Obligors to enter into the
         Transaction Documents, such orders and Reorganization Plan to each be
         in form and substance satisfactory to the Required Lenders (as defined
         in each of the DIP Credit Agreement and the 1999 Credit Agreement)
         voting as one class, and each of such orders shall be in full force and
         effect and none of such orders shall be subject to any appeal or stay,
         and the Borrower and each of the Subsidiary Guarantors party to the
         Cases shall have emerged (or be simultaneously emerging) from the Cases
         and shall have consummated (or shall be simultaneously consummating)
         the Reorganization Plan in accordance with the terms thereof, and the
         Administrative Agent shall have received evidence satisfactory in form
         and substance to it demonstrating such fact.

                  (l) Other Credit Documents. The Collateral Agency and
         Intercreditor Agreement, duly executed and delivered by each of the
         parties thereto.

                  (m) Revolving Credit Documents. The Revolving Credit Agreement
         and the other Revolving Credit Documents, in each case duly executed
         and delivered by the parties thereto, and (concurrently with the
         satisfaction of the conditions precedent under this Section) the
         conditions to the effectiveness of the Revolving Credit Agreement shall
         have been satisfied.

                  (n) Cash Management System. The Required Lenders shall be
         satisfied with the cash management system of the Borrower and its
         Subsidiaries and shall have received copies of all agreements and
         documents effecting such system.

                  (o) Fees and Expenses. The Borrower shall have made
         arrangements satisfactory to the Administrative Agent for payment not
         later than the Business Day following the Effective Date to the
         Administrative Agent and the Lenders of all unpaid expenses and other
         amounts payable by the Borrower in connection herewith.

                  (p) Other Documents. Such other documents as the
         Administrative Agent (or its counsel) or any Lender may reasonably
         request.

                  SECTION 5.02. Additional Conditions. The obligation of each
Lender to restructure the loans and other obligations contemplated by Section
2.01 on the Effective Date is subject to the satisfaction of the following
conditions:

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<PAGE>

                                      -47-

                  (a) the representations and warranties of the Obligors set
         forth in this Agreement and each of the other Credit Documents shall be
         true and correct on and as of the date of such Borrowing; and

                  (b) at the time of and immediately after giving effect to the
         Loans pursuant to Section 2.01 no Default shall have occurred and be
         continuing.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

                  Until the principal of and interest on each Loan and all fees
payable hereunder shall have been paid in full, the Borrower covenants and
agrees with the Lenders that:

                  SECTION 6.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent (which shall promptly furnish
to each Lender):

                  (a) within 90 days after the end of each fiscal year of the
         Borrower, the audited consolidated balance sheet and related statements
         of operations, stockholders' equity and cash flows of the Borrower and
         its Subsidiaries as of the end of and for such year, setting forth in
         each case in comparative form the figures for (or, in the case of the
         balance sheet, as of the end of) the previous fiscal year, all reported
         on by Ernst & Young LLP or other independent public accountants of
         recognized national standing (without a "going concern" or like
         qualification or exception and without any qualification or exception
         as to the scope of such audit) to the effect that such consolidated
         financial statements present fairly in all material respects the
         financial condition and results of operations of the Borrower and its
         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 the Borrower, the unaudited consolidated balance
         sheet and related statements of operations and cash flows of the
         Borrower and its Subsidiaries as of the end of and for such fiscal
         quarter and the then elapsed portion of the fiscal year, setting forth
         in each case in comparative form the figures for (or, in the case of
         the balance sheet, as of the end of) the corresponding period or
         periods of the previous fiscal year, all certified by a Financial
         Officer of the Borrower as presenting fairly in all material respects
         the consolidated financial condition and results of operations of the
         Borrower and its Subsidiaries on a consolidated basis in accordance
         with GAAP consistently applied, subject to normal year-end audit
         adjustments and the absence of footnotes;

                  (c) concurrently with any delivery of financial statements
         under clause (a) or (b) of this Section, a certificate of a Financial
         Officer of the Borrower (i) certifying as to whether a Default has
         occurred and, if a Default has occurred, specifying the details thereof
         and any action taken or proposed to be taken with respect thereto, (ii)
         setting forth reasonably detailed calculations demonstrating compliance
         with Sections 7.08, 7.09 and

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<PAGE>

                                      -48-

         7.11 and (iii) stating whether any change in GAAP or in the application
         thereof has occurred since the date of the audited financial statements
         referred to in Section 4.04 and, if any such change has occurred,
         specifying the effect of such change on the financial statements
         accompanying such certificate;

                  (d) concurrently with any delivery of financial statements
         under clause (a) of this Section, a certificate of the accounting firm
         that reported on such financial statements stating whether they
         obtained knowledge during the course of their examination of such
         financial statements of any Default (which certificate may be limited
         to the extent required by accounting rules or guidelines);

                  (e) promptly upon receipt thereof, copies of all significant
         reports submitted to the Borrower or any of its Subsidiaries by
         independent public accountants in connection with each annual, interim
         or special audit of the financial statements of the Borrower and its
         Subsidiaries made by such accountants, including the comment letter
         submitted by such accountants to management in connection with their
         annual audit;

                  (f) within the time periods specified below in this clause
         (f), but in any event promptly following delivery of any thereof to the
         Borrower's senior management, (I) the monthly package of financial and
         other information prepared for such management for each month and (II)
         without duplication, the following:

                           (i) (A) within 30 days after the end of each month
                  (except within 45 days after the end of March, June and
                  September and within 90 days after the end of December) the
                  unaudited consolidated balance sheet and related statements of
                  operations and cash flows of the Borrower and its Subsidiaries
                  as of the end of and for such month and the then elapsed
                  portion of the fiscal year and (B) within 30 days after the
                  end of March, June, September and December, a draft of such
                  consolidated balance sheet and related statements of
                  operations and cash flows as of the end of and for such month
                  and the then elapsed portion of the fiscal year; and

                           (ii) within 30 days after the end of each month
                  (except, other than for the information under subclause (G)
                  below, within 45 days after the end of March, June and
                  September and within 90 days after the end of December),
                  information (presented in a form satisfactory to the Required
                  Lenders) for such month (the "Relevant Month") and (to the
                  extent specified below, in the case of the months of March,
                  June, September and December) for the fiscal quarter ending at
                  the end of such month (the "Relevant Fiscal Quarter"), as to
                  the following:

                                    (A) sales, orders and backlog of each
                           operating group as of the end of the Relevant Month;

                                    (B) a comparison of actual orders, sales and
                           Consolidated EBITDA for the Relevant Month and (in
                           the case of each of March, June, September and
                           December) the Relevant Fiscal Quarter to the

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<PAGE>

                                      -49-

                           corresponding monthly or quarterly period, as
                           appropriate, in the annual operating budget, with
                           written explanations of material variances,

                                    (C) key working capital ratios as of the end
                           of the Relevant Month;

                                    (D) sales, general and administrative
                           expenses for the Relevant Month;

                                    (E) accounts receivable balances, including
                           identification of significant past-due accounts
                           receivables as of the end of the Relevant Month;

                                    (F) the unaudited consolidating balance
                           sheet and related statement of operations of each of
                           the Borrower and its Subsidiaries as of the end of
                           and for the Relevant Month, (in the case of each of
                           March, June, September and December) as of the end of
                           and for the Relevant Fiscal Quarter and for the then
                           elapsed portion of the fiscal year; and

                                    (G) a draft of the consolidating balance
                           sheet and related statement of operations of each of
                           the Borrower and its Subsidiaries as of the end of
                           and for the Relevant Month, (in the case of each of
                           March, June, September and December) as of the end of
                           and for the Relevant Fiscal Quarter and for the then
                           elapsed portion of the fiscal year;

                  (g) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by the Borrower or any of its Subsidiaries with the Securities
         and Exchange Commission, or any Governmental Authority succeeding to
         any or all of the functions of said Commission, or with any national
         securities exchange, or distributed by the Borrower to its shareholders
         generally, as the case may be;

                  (h) (i) on or prior to the first day of each fiscal year of
         the Borrower, a draft of the annual operating budget for such fiscal
         year of the Borrower and its Subsidiaries (in form satisfactory to the
         Required Lenders); and (ii) as soon as available but in any event no
         later than 30 days after the commencement of each fiscal year of the
         Borrower, a final annual operating budget for such fiscal year of the
         Borrower and its Subsidiaries (in form satisfactory to the Required
         Lenders);

                  (i) as soon as possible but in no event later than 45 days
         after the end of each fiscal quarter, an update of the annual operating
         budget for the then current fiscal year delivered under this Section
         (in form satisfactory to the Required Lenders), setting forth (i)
         actual year-to-date performance through the end of such quarter and
         (ii) reforecasts for each fiscal quarter remaining in the then current
         fiscal year of the Borrower and comparing such reforecasts to such
         annual operating budget and any prior re-forecasts for each such fiscal
         quarter furnished under this clause (i);

                              Term Loan Agreement

<PAGE>

                                      -50-

                  (j) on or prior to the first day of each fiscal quarter of the
         Borrower, a 13-week cash flow forecast of the Borrower and its
         Subsidiaries for such fiscal quarter; and

                  (k) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of the Borrower or any of its Subsidiaries, or compliance
         with the terms of this Agreement and the other Credit Documents, as the
         Administrative Agent or any Lender may reasonably request.

                  SECTION 6.02. Notices of Certain Events and Developments. The
Borrower will furnish to the Administrative Agent (which shall promptly furnish
to each Lender) prompt written notice of the following:

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         against or affecting the Borrower or any of its Affiliates that could
         reasonably be expected to result in liability of the Borrower and its
         Subsidiaries in an aggregate amount exceeding $2,500,000;

                  (c) the occurrence of any ERISA Event that, alone or together
         with any other ERISA Events that have occurred, could reasonably be
         expected to result in liability of the Borrower and its Subsidiaries in
         an aggregate amount exceeding $2,500,000;

                  (d) the assertion of any Environmental Claim by any Person
         against, or with respect to the activities of, the Borrower or any of
         its Subsidiaries and any alleged violation of or non-compliance with
         any Environmental Laws or any permits, licenses or authorizations,
         other than any Environmental Claim or alleged violation that, if
         adversely determined, could reasonably be expected to result in
         liability of the Borrower and its Subsidiaries in an aggregate amount
         exceeding $1,000,000; and

                  (e) any other development that results in, or could reasonably
         be expected to have, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

                  SECTION 6.03. Existence; Conduct of Business. The Borrower
will, and will cause each of its Subsidiaries to, do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section
7.03(a).

                  SECTION 6.04. Payment of Obligations. The Borrower will, and
will cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, could reasonably be expected to have a Material
Adverse Effect before the same shall become

                              Term Loan Agreement

<PAGE>

                                      -51-

delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) the Borrower or
such Subsidiary has set aside on its books adequate reserves with respect
thereto in accordance with GAAP and (c) the failure to make payment pending such
contest could not reasonably be expected to have a Material Adverse Effect.

                  SECTION 6.05. Maintenance of Properties; Insurance. The
Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain
all property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain, with financially
sound and reputable insurance companies, insurance in such amounts and against
such risks as are customarily maintained by companies engaged in the same or
similar businesses operating in the same or similar locations.

                  SECTION 6.06. Books and Records; Inspection. The Borrower
will, and will cause each of its Subsidiaries to, keep proper books of record
and account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will, and
will cause each of its Subsidiaries to, (i) permit any representatives
designated by the Administrative Agent (including without limitation any advisor
engaged by the Administrative Agent or its counsel) or any Lender, upon at least
one Business Day's prior notice, to visit and inspect its properties, to examine
and make extracts from its books and records, and to discuss its affairs,
finances and condition with its officers, employees and independent accountants,
all at such reasonable times and as often as reasonably requested (which visits
and inspections shall be (x) at the Borrower's sole expense following the
occurrence and during the continuance of any Default or in the case of any visit
or inspection by the Administrative Agent and (y) otherwise, at such Lender's
expense) and (ii) upon the Administrative Agent's request, permit the
Administrative Agent or any of its agents or representatives to engage an
auditor to conduct a comprehensive field audit of its books, records, properties
and assets; provided that the Borrower shall not be required to pay for more
than one comprehensive field audit per calendar year, except if such audit is
requested following the occurrence and during the continuance of any Default.

                  SECTION 6.07. Compliance with Laws and Agreements. The
Borrower will, and will cause each of its Subsidiaries to, comply with (i) all
applicable laws (including, without limitation, Environmental Laws), rules,
regulations, orders, permits or other authorization of or from any Governmental
Authority, and (ii) all indentures, agreements and other instruments binding
upon its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

                  SECTION 6.08.  Additional Guarantors; Additional Collateral;
Ownership of Subsidiaries

                  (a) Subsidiary Guarantors. The Borrower will take such action,
and will cause each of its Subsidiaries to take such action, from time to time
as shall be necessary to ensure that all Subsidiaries of the Borrower are
"Subsidiary Guarantors" hereunder; provided that, notwithstanding anything
herein to the contrary, the following Subsidiaries shall not be required to be
or become Subsidiary Guarantors hereunder or Obligors under any Security
Document (collectively, the "Excluded Subsidiaries"): (i) any Foreign
Subsidiary; and (ii) any Domestic

                              Term Loan Agreement

<PAGE>

                                      -52-

Subsidiary held, directly or indirectly, by a Foreign Subsidiary. Without
limiting the foregoing, in the event that the Borrower or any of its
Subsidiaries shall form or acquire any new Subsidiary (other than an Excluded
Subsidiary) that shall constitute a Subsidiary hereunder, the Borrower and its
Subsidiaries will cause such new Subsidiary to become a "Subsidiary Guarantor"
hereunder and an "Obligor".

                  (b) Additional Collateral. The Borrower will, and will cause
each of the other Obligors to, grant from time to time to the Collateral Agent
for the benefit of the Secured Parties security interests in all of the assets
and properties of the Borrower and other Obligors, now existing or hereafter
acquired, pursuant to the relevant Security Documents. All such security
interests and Liens shall be granted pursuant to documentation reasonably
satisfactory in form and substance to the Administrative Agent and shall
constitute valid and enforceable perfected security interests and Liens in favor
of the Collateral Agent superior to and prior to the rights of all third Persons
and subject to no other Liens except for Liens permitted under Section 7.02. The
Liens on such assets and properties and/or the security agreements or other
instruments related thereto shall have been duly recorded or filed in such
manner and in such places as are required by law to establish, perfect, preserve
and protect the Liens in favor of the Collateral Agent as required pursuant to
the relevant Security Documents and all taxes, fees and other charges payable in
connection therewith shall have been paid in full. The Borrower will, and will
cause each of the other Obligors to, at the expense of the Borrower, make,
execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from
time to time such vouchers, invoices, schedules, confirmatory assignments,
conveyances, financing statements, transfer endorsements, powers of attorney,
certificates, real property surveys, reports, landlord waivers, bailee
agreements, control agreements and other assurances or instruments and take such
further steps relating to the Collateral covered by any of the Security
Documents as the Collateral Agent may reasonably require. Furthermore, the
Borrower will, and will cause the other Obligors to, deliver to the Collateral
Agent such opinions of counsel, title insurance and other related documents as
may be reasonably requested by the Administrative Agent to assure itself that
this Section has been complied with.

                  Notwithstanding the foregoing, in the event the Borrower or
any Subsidiary that which is organized under the laws of a State, the United
States of America or the District of Columbia shall form or acquire directly a
Foreign Subsidiary, the Borrower will, and will cause such Subsidiary to pledge
the Capital Stock of such Foreign Subsidiary in favor of the Collateral Agent
pursuant to the relevant Security Document in form and substance reasonably
satisfactory to the Administrative Agent, provided that such pledge of Capital
Stock of a Foreign Subsidiary shall be limited to (i) 65% of the voting Capital
Stock of such Foreign Subsidiary having ordinary voting power for the election
of the board of directors of such Subsidiary and (ii) 100% of all other Capital
Stock of such Foreign Subsidiary; and provided further that, notwithstanding the
foregoing, no portion of the Capital Stock of Chart Europe GmbH ("Chart Europe")
held by the Borrower and its Subsidiaries as of the Effective Date shall be
required to be pledged pursuant to this Agreement, provided that the Borrower
will cause Chart Europe to be liquidated on or prior to June 30, 2004 and, prior
to such liquidation, the Borrower will not, and will not permit any of its
Subsidiaries to, engage in any transaction with Chart Europe other than those
directly related to the consummation of such liquidation (and, in any event,
will not make any Investment in, or transfer any property to, Chart Europe after
the Effective Date).

                              Term Loan Agreement

<PAGE>

                                      -53-

                  Notwithstanding the foregoing, as of the Effective Date the
Borrower will, and will cause the other Obligors to, execute and deliver the
Mortgages with respect to such real property interests of the Borrower and the
other Obligors as are designated to be so mortgaged in Schedule 4.16. From time
to time thereafter the Borrower will, and will cause each other Obligor to,
notify the Administrative Agent within 30 days of the acquisition of any
additional real property interests (whether a fee or leasehold) and, thereafter
upon the request of the Required Lenders, grant a mortgage lien on such real
property pursuant to a Mortgage in form and substance reasonably satisfactory to
the Administrative Agent; provided that, in no event will the Borrower or any of
its Subsidiaries be required to take any action, other than using commercially
reasonable efforts, to obtain consents from third parties with respect to its
compliance with this paragraph. If the Administrative Agent or the Required
Lenders reasonably determine that they are required by law or regulation to have
appraisals prepared in respect of any real property of the Borrower and its
Subsidiaries constituting Collateral, the Borrower will, at its own expense,
provide to the Administrative Agent appraisals which satisfy the applicable
requirements of the Real Estate Appraisal Reform Amendments of the Financial
Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which
shall otherwise be in form and substance reasonably satisfactory to the
Administrative Agent.

                  (c) Further Assurances. The Borrower will, and will cause each
of its Subsidiaries to, take such action from time to time as shall reasonably
be requested by the Administrative Agent or Collateral Agent to effectuate the
purposes and objectives of this Agreement. Without limiting the generality of
the foregoing, the Borrower will, and will cause each other Obligor to, take
such action from time to time (including filing appropriate Uniform Commercial
Code financing statements and executing and delivering such assignments,
security agreements and other instruments) as shall be reasonably requested by
the Collateral Agent to create, in favor of the Collateral Agent, perfected
security interests and Liens in the Collateral purported to be granted as
collateral security for its obligations hereunder and under the Credit
Documents, as required by the Security Documents. Without limiting the
foregoing, in the event that any Capital Stock shall be issued by any Subsidiary
(including, without limitation, any Subsidiary formed or acquired after the date
hereof), subject (in the case of any Foreign Subsidiary) to the limitation under
paragraph (b) of this Section, the respective Obligor agrees forthwith to
deliver to the Collateral Agent pursuant to the relevant Security Document the
certificates (if any) evidencing such Capital Stock owned by such Obligor,
accompanied by undated stock (or other) powers executed in blank and to take
such other action as the Collateral Agent shall request to perfect the security
interest created therein pursuant to the relevant Security Document.

                  (d) Ownership of Subsidiaries. The Borrower will, and will
cause each of its Subsidiaries to, take such action from time to time as shall
be necessary to ensure that each of its Subsidiaries is a Wholly Owned
Subsidiary; provided that in the case of any Subsidiary that as of the Effective
Date is not a Wholly Owned Subsidiary (as set forth in Schedule 4.15(a)), the
Borrower will, and will cause each of its Subsidiaries to, own not less than the
percentage of Capital Stock of such Subsidiary owned by it as of the Effective
Date.

                  (e) Post-Effective Date Undertakings. The Borrower will, and
will cause its Subsidiaries, within 60 days after the Effective Date, to execute
and deliver a Foreign Subsidiary Pledge Agreement, or an amendment to an
Existing Foreign Subsidiary Pledge Agreement, in

                              Term Loan Agreement

<PAGE>

                                      -54-

each case in form and substance satisfactory to the Collateral Agent, between
each Obligor that holds directly the Capital Stock of a Foreign Subsidiary as of
the Effective Date (other than the Capital Stock of CHEL and Chart Europe) and
the Collateral Agent (or any sub-agent acting for, or any other Person
designated by, the Collateral Agent), pledging such Capital Stock (subject to
the limitations in the second paragraph of Section 6.09(b))in each case together
with (i) the certificates (if any) representing such Capital Stock identified
therein and undated stock (or other) powers executed in blank and (ii) such
other documents (including an opinion of counsel approved by the Collateral
Agent) and certificates as the Collateral Agent or its counsel may reasonably
request relating to such pledgor, the pledge of such Capital Stock and all other
legal matters relating to such Foreign Subsidiary Pledge Agreement, all in form
and substance reasonably satisfactory to the Collateral Agent and its counsel.
In addition, the respective pledgor of such Capital Stock will take all other
action as the Collateral Agent or its counsel shall have requested in order to
create, perfect and validate the security interests created pursuant to each
such Foreign Subsidiary Pledge Agreement.

                                   ARTICLE VII

                               NEGATIVE COVENANTS

                  Until the principal of and interest on each Loan and all fees
payable hereunder have been paid in full, the Borrower covenants and agrees with
the Lenders that:

                  SECTION 7.01. Indebtedness. The Borrower will not, and will
not permit any of its Subsidiaries to, create, incur, assume or permit to exist
any Indebtedness, except:

                  (a) Indebtedness incurred under the Credit Documents;

                  (b) Indebtedness incurred under the Revolving Credit Documents
         in an aggregate principal amount not to exceed $40,000,000 at any time
         outstanding;

                  (c) Indebtedness existing on the date hereof and set forth in
         Schedule 7.01, and any extensions, renewals or replacements of any such
         Indebtedness, provided that the aggregate principal amount of the
         Indebtedness to be extended, renewed or refinanced does not increase
         from that amount outstanding at the time of any such extension, renewal
         or refinancing;

                  (d) Indebtedness of the Borrower owing to any Subsidiary or
         Indebtedness of any Subsidiary owing to the Borrower or any other
         Subsidiary; provided that (i) in the case of any such Indebtedness owed
         by the Borrower or any Subsidiary Guarantor to any Subsidiary which is
         not a Subsidiary Guarantor, such Indebtedness shall be evidenced by a
         promissory note in form and substance reasonably satisfactory to the
         Administrative Agent and the payment of such Indebtedness shall be
         subordinated to the prior payment in full of all obligations of such
         Subsidiary Guarantor under the Credit Documents on terms reasonably
         satisfactory to the Administrative Agent; and (ii) the aggregate amount
         of all such Indebtedness owing to the Obligors by any Subsidiaries that
         are not Subsidiary Guarantors (including any Guarantees by the Obligors
         of Indebtedness of any

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<PAGE>

                                      -55-

         Subsidiaries that are not Subsidiary Guarantors) shall not exceed
         $2,000,000 at any time outstanding;

                  (e) Indebtedness of the Borrower and its Subsidiaries
         evidenced by Capital Lease Obligations and purchase money Indebtedness
         secured by Liens permitted by Section 7.02(d) in an aggregate principal
         amount not to exceed $10,000,000 at any time outstanding;

                  (f) Indebtedness evidenced by bonds or letters of credit
         issued in the ordinary course of business or reimbursement obligations
         in respect thereof;

                  (g) Indebtedness for bank overdrafts incurred that are
         promptly repaid;

                  (h) Indebtedness incurred by the Borrower of any of its
         Subsidiaries arising from agreements providing for indemnification,
         adjustment of purchase price or similar obligations, or from guarantees
         of letters of credit, surety bonds or performance bonds securing the
         performance of the Borrower or any such Subsidiary pursuant to such
         agreements, in connection with permitted acquisitions or dispositions
         of any business, assets or Subsidiary of the Borrower or any of its
         Subsidiaries;

                  (i) Indebtedness incurred in connection with the financing of
         insurance premiums;

                  (j) unsecured Indebtedness in an aggregate principal amount
         not to exceed $10,000,000 at any time outstanding that is subordinated
         in right of payment to the payment of the obligations of the Obligors
         under the Credit Documents (and any other obligations constituting
         "Secured Obligations" under the Security Documents) having terms and
         conditions approved in writing by the Required Lenders;

                  (k) Indebtedness of Ferox, a.s. and Ferox GmbH (including any
         such Indebtedness set forth in Schedule 7.01) in an aggregate principal
         amount not to exceed $16,500,000 at any time outstanding; and

                  (l) additional Indebtedness of the Borrower or any of its
         Subsidiaries in an aggregate principal amount (for the Borrower and its
         Subsidiaries) not to exceed $10,000,000 at any time outstanding.

                  SECTION 7.02. Liens. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume or permit to exist any
Lien on any property or asset now owned or hereafter acquired by it, or assign
or sell any income or revenues (including accounts receivable) or rights in
respect of any thereof, except:

                  (a) Liens created pursuant to the Security Documents;

                  (b)  Permitted Encumbrances;

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<PAGE>

                                      -56-

                  (c) any Lien on any property or asset of the Borrower or any
         of its Subsidiaries existing on the date hereof and set forth in
         Schedule 7.02; provided that (i) no such Lien shall extend to any other
         property or asset of the Borrower or any of its Subsidiaries and (ii)
         any such Lien shall secure only those obligations which it secures on
         the date hereof and extensions, renewals and replacements thereof that
         do not increase the outstanding principal amount thereof;

                  (d) purchase money Liens upon or in real or personal property
         acquired or held by the Borrower or any of its Subsidiaries in the
         ordinary course of business to secure the purchase price of such
         property or to secure Indebtedness incurred solely for the purpose of
         financing the acquisition, construction or improvement of any property
         to be subject to such Liens, or extensions, renewals or replacements of
         any of the foregoing for the same or a lesser amount; provided that (i)
         no such Lien shall extend to or cover any property other than the
         property or equipment being acquired, constructed or improved, and no
         such extension, renewal or replacement shall extend to or cover
         property not theretofore subject to the Lien being extended, renewed or
         replaced and (ii) the aggregate principal amount of the Indebtedness
         secured thereby shall not exceed the amount permitted by Section
         7.01(e);

                  (e) Liens arising in respect of Capital Lease Obligations
         permitted under Section 7.01(e); provided that no such Lien shall
         extend to or cover any property other than the property subject to such
         Capital Lease Obligations;

                  (f) Liens in connection with Swap Agreements permitted under
         Section 7.04(e);

                  (g) Liens on insurance policies and the proceeds thereof
         securing the financing of the premiums with respect thereto;

                  (h) Liens encumbering customary initial deposits and margin
         deposits, and similar Liens and margin deposits, and similar Liens
         attaching to commodity trading accounts or other brokerage accounts
         incurred in the ordinary course of business;

                  (i) Liens securing reimbursement obligations in respect of
         documentary letters of credit or bankers' acceptances; provided that
         such Liens attach only to the documents, the goods covered thereby and
         the proceeds thereof;

                  (j) Liens incurred in connection with the purchase or shipping
         of goods or assets on the related goods or assets and proceeds thereof
         in favor of the seller or shipper of such goods or assets;

                  (k) Liens in favor of customs and revenues authorities which
         secure payments of customs duties in connection with the importation of
         goods;

                  (l) Liens arising under Article 2 and Article 4 of the Uniform
         Commercial Code; and

                              Term Loan Agreement

<PAGE>

                                      -57-

                  (m) Liens not otherwise permitted by this Section so long as
         the aggregate amount of Indebtedness or other obligations secured
         thereby does not exceed (as to the Borrower and its Subsidiaries)
         $3,000,000 at any time outstanding.

                  SECTION 7.03.  Fundamental Changes.

                  (a) Mergers, Consolidations, Etc. The Borrower will not, and
         will not permit any of its Subsidiaries to, merge into or consolidate
         with any other Person, or permit any other Person to merge into or
         consolidate with it, or liquidate or dissolve, except that, if at the
         time thereof and immediately after giving effect thereto no Default
         shall have occurred and be continuing:

                           (i) any Subsidiary of the Borrower may merge into the
                  Borrower in a transaction in which the Borrower is the
                  surviving corporation;

                           (ii) any Subsidiary of the Borrower may merge into
                  any other Subsidiary of the Borrower, so long as in any such
                  merger involving a Subsidiary Guarantor, a Subsidiary
                  Guarantor shall be the surviving entity thereof;

                           (iii) any Foreign Subsidiary of the Borrower may
                  merge into any other Foreign Subsidiary of the Borrower; and

                           (iv) any Subsidiary of the Borrower may liquidate or
                  dissolve if the Borrower determines in good faith that such
                  liquidation or dissolution is in the best interests of the
                  Borrower and is not materially disadvantageous to the Lenders
                  (and the Borrower shall give at least ten Business Days prior
                  written notice of such liquidation or dissolution to the
                  Administrative Agent).

                  (b) Dispositions. The Borrower will not, and will not permit
         any of its Subsidiaries to, convey, sell, lease, transfer or otherwise
         dispose of any part of its business or property, whether now owned or
         hereafter acquired including receivables and leasehold interests,
         except:

                           (i) the Disposition of any inventory or other
                  property in the ordinary course of business and on ordinary
                  business terms;

                           (ii) the Disposition of obsolete or worn-out property
                  of the Borrower and its Subsidiaries no longer used or useful
                  in its business, provided that the aggregate fair market value
                  of such property shall not exceed $2,000,000 for any fiscal
                  year;

                           (iii) the Disposition of property by the Borrower to
                  any of its Subsidiaries, or by any of its Subsidiaries to the
                  Borrower or another Subsidiary (other than CHEL and Chart
                  Europe), provided that the aggregate fair market value of
                  assets that may be so sold, transferred, leased or disposed of
                  to Subsidiaries that are not Subsidiary Guarantors shall not
                  exceed $5,000,000; and

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<PAGE>

                                      -58-

                           (iv) the Disposition of other property of the
                  Borrower or any of its Subsidiaries, provided that (x) the
                  aggregate fair market value of such property shall not exceed
                  $5,000,000 for any fiscal year and (y) the Net Cash Proceeds
                  thereof are applied in accordance with Section 2.04(b).

                  (c) Acquisitions. The Borrower will not, and will not permit
         any of its Subsidiaries to, acquire any business or property from, or
         Capital Stock of, or be a party to any acquisition of, any Person, or
         acquire any option to make any such acquisition, except:

                           (i) purchases of inventory and other property to be
                  sold or used in the ordinary course of business;

                           (ii) Investments permitted under Section 7.04;

                           (iii) Capital Expenditures;

                           (iv) acquisitions by the Borrower or any Subsidiary
                  of property permitted under Section 7.03(b)(iii); and

                           (v) acquisitions by the Borrower or any Subsidiary of
                  assets from any Person (other than the Borrower or any
                  Subsidiary) not exceeding $10,000,000 in the aggregate
                  (excluding any assets purchased with any Indebtedness
                  permitted under Sections 7.01(d) and 7.01(e)).

                  (d) Lines of Business. The Borrower will not, and will not
         permit any of its Subsidiaries to, engage to any material extent in any
         business other than businesses of the type conducted by the Borrower
         and its Subsidiaries on the Effective Date and businesses reasonably
         related thereto.

                  SECTION 7.04. Investments. The Borrower will not, and will not
permit any of its Subsidiaries to, make or permit to remain outstanding any
Investments except:

                  (a) Investments outstanding on the date hereof and identified
         in Schedule 7.04;

                  (b) operating deposit accounts with banks;

                  (c) Permitted Investments;

                  (d) Investments by the Borrower or any of its Subsidiaries in
         its Subsidiaries on the date hereof, and additional Investments in the
         Subsidiaries after the date hereof, provided that the amount of such
         additional Investments in Subsidiaries that are not Subsidiary
         Guarantors shall not exceed $5,000,000 for any fiscal year and
         $15,000,000 in the aggregate;

                  (e) Swap Agreements entered into in the ordinary course of the
         Borrower's financial planning and not for speculative purposes;

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<PAGE>

                                      -59-

                  (f) Investments consisting of security deposits with utilities
         and other like Persons made in the ordinary course of business;

                  (g) Indebtedness permitted under Section 7.01;

                  (h) Dispositions of inventory or other property in the
         ordinary course of business and on ordinary business terms;

                  (i) loans and advances to employees and directors in the
         ordinary course of business;

                  (j) pledges and deposits permitted under Section 7.02 of this
         Agreement;

                  (k) Borrower and its Subsidiaries may hold Investments to the
         extent such Investments reflect an increase in the value of the
         Investments;

                  (l) Investments consisting of endorsements for collection or
         deposit in the ordinary course of business;

                  (m) Investments received in connection with any assets sold in
         accordance with the terms of this Agreement;

                  (n) the Borrower and its Subsidiaries may capitalize or
         forgive any Indebtedness owed to it by the Borrower or any of its other
         Subsidiaries;

                  (o) Investments received in connection with the bankruptcy or
         reorganization of, settlement of delinquent accounts and disputes with,
         customers and suppliers;

                  (p) receivables owing to Borrower or any of its Subsidiaries
         and advances or prepayments to suppliers or other advances in
         connection with the purchase of goods or provision of services; and

                  (q) additional Investments up to but not exceeding $5,000,000
         in the aggregate (and, for purposes of this clause (q), the aggregate
         amount of an Investment at any time shall be deemed to be equal to (i)
         the aggregate amount of cash, together with the aggregate fair market
         value of property, loaned, advanced, contributed, transferred or
         otherwise invested that gives rise to such Investment minus (ii) the
         aggregate amount of dividends, distributions or other payments received
         in cash in respect of such Investment; the amount of an Investment
         shall not in any event be reduced by reason of any write-off of such
         Investment nor increased by any increase in the amount of earnings
         retained in the Person in which such Investment is made that have not
         been dividended, distributed or otherwise paid out).

                  SECTION 7.05. Restricted Payments. The Borrower will not, and
will not permit any of its Subsidiaries to, declare or make, or agree to pay or
make, directly or indirectly, any Restricted Payment, except that:

                              Term Loan Agreement

<PAGE>

                                      -60-

                  (a) the Borrower may declare and pay dividends with respect to
         its Capital Stock payable solely in additional shares of its Capital
         Stock; and

                  (b) the Borrower may repurchase its Capital Stock not
         exceeding $1,500,000 in the aggregate from the Borrower's existing
         401(k) plan to the extent resulting from trades initiated by the plan
         administrator.

Nothing herein shall be deemed to prohibit the payment of dividends by any
Subsidiary of the Borrower to the Borrower or to any other Subsidiary of the
Borrower.

                  SECTION 7.06. Transactions with Affiliates. The Borrower will
not, and will not permit any of its Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except:

                  (a) transactions in the ordinary course of business and on
         terms and conditions substantially as favorable to the Borrower or such
         Subsidiary as would reasonably be obtained by the Borrower or such
         Subsidiary at that time in a comparable arm's-length transaction with a
         Person other than an Affiliate;

                  (b) transactions between or among the Borrower and one or more
         Wholly Owned Subsidiaries, but not otherwise involving any other
         Affiliate;

                  (c) so long as no Default shall have occurred and be
         continuing, the payment of reasonable and customary management fees;

                  (d) transactions contemplated by the Investor Rights
         Agreement; and

                  (e) any Restricted Payment permitted by Section 7.05.

                  SECTION 7.07. Restrictive Agreements. The Borrower will not,
and will not permit any of its Subsidiaries to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of the
Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any
of its property or assets, or (b) the ability of any Subsidiary to pay dividends
or other distributions with respect to any shares of its Capital Stock or to
make or repay loans or advances to the Borrower or any other Subsidiary or to
guarantee Indebtedness of the Borrower or any other Subsidiary; provided that:

                           (i) the foregoing shall not apply to (w) restrictions
         and conditions imposed by law, (x) restrictions and conditions under
         the Credit Documents and the Revolving Credit Documents, (y) other
         restrictions and conditions existing on the date hereof identified on
         Schedule 7.07 (but shall apply to any extension or renewal of, or any
         amendment or modification expanding the scope of, any such restriction
         or condition) and (z) customary restrictions and conditions contained
         in agreements relating to the sale

                              Term Loan Agreement

<PAGE>

                                      -61-

         of a Subsidiary pending such sale, provided such restrictions and
         conditions apply only to the Subsidiary that is to be sold and such
         sale is permitted hereunder; and

                           (ii) clause (a) of the foregoing shall not apply to
         (x) restrictions or conditions imposed by any agreement relating to
         secured Indebtedness permitted by this Agreement if such restrictions
         or conditions apply only to the property or assets securing such
         Indebtedness and (y) customary provisions in leases and other contracts
         restricting the assignment thereof.

                  SECTION 7.08. Operating Leases. The Borrower will not, and
will not permit any of its Subsidiaries to, become or remain liable in any way,
whether directly or indirectly or by assignment or as a guarantor or other
surety, for the obligations of the lessee under any operating leases (other than
intercompany leases between the Borrower and its Subsidiaries), if the aggregate
amount of all rents paid by the Borrower and its Subsidiaries under all such
operating leases would exceed $1,000,000 during any calendar month.

                  SECTION 7.09. Certain Financial Covenants.

                  (a) Consolidated Leverage Ratio. The Borrower will not permit
the Consolidated Leverage Ratio on the last day of any fiscal quarter of the
Borrower set forth below to be greater than the ratio set forth opposite such
fiscal quarter below:

                         Fiscal Quarter Ending                        Ratio
                         ---------------------                        -----

                         December 31, 2003                            4.50:1.00

                         March 31, 2004                               4.50:1.00
                         June 30, 2004                                4.25:1.00
                         September 30, 2004                           4.25:1.00
                         December 31, 2004                            4.00:1.00

                         March 31, 2005                               3.75:1.00
                         June 30, 2005                                3.50:1.00
                         September 30, 2005                           3.25:1.00
                         December 31, 2005                            3.00:1.00

                         March 31, 2006                               3.00:1.00
                         June 30, 2006                                3.00:1.00
                         September 30, 2006                           3.00:1.00
                         December 31, 2006                            2.75:1.00

                         March 31, 2007                               2.75:1.00
                         June 30, 2007                                2.75:1.00
                         September 30, 2007                           2.75:1.00
                         December 31, 2007 and thereafter             2.50:1.00

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<PAGE>

                                      -62-

                  (b) Consolidated Interest Coverage Ratio. The Borrower will
         not permit the Consolidated Interest Coverage Ratio for any Test Period
         ending on the last day of a fiscal quarter of the Borrower set forth
         below to be less than the ratio set forth opposite such fiscal quarter
         below:

                         Fiscal Quarter Ending                        Ratio
                         ---------------------                        -----

                         December 31, 2003                            3.50:1.00

                         March 31, 2004                               3.75:1.00
                         June 30, 2004                                3.75:1.00
                         September 30, 2004                           4.00:1.00
                         December 31, 2004                            4.00:1.00

                         March 31, 2005                               4.25:1.00
                         June 30, 2005                                4.25:1.00
                         September 30, 2005                           4.25:1.00
                         December 31, 2005                            4.25:1.00

                         March 31, 2006 and thereafter                4.50:1.00

                  (c) Consolidated Fixed Charge Coverage Ratio. The Borrower
         will not permit the Consolidated Fixed Charge Coverage Ratio for any
         Test Period ending on the last day of a fiscal quarter of the Borrower
         set forth below to be less than the ratio set forth opposite such
         fiscal quarter below:

                         Fiscal Quarter Ending                        Ratio
                         ---------------------                        -----

                         December 31, 2003                            1.40:1.00

                         March 31, 2004                               1.40:1.00
                         June 30, 2004                                1.40:1.00
                         September 30, 2004                           1.40:1.00
                         December 31, 2004                            1.40:1.00

                         March 31, 2005                               1.40:1.00
                         June 30, 2005                                1.40:1.00
                         September 30, 2005                           1.40:1.00
                         December 31, 2005                            1.30:1.00

                         March 31, 2006                               1.30:1.00
                         June 30, 2006                                1.30:1.00
                         September 30, 2006                           1.30:1.00
                         December 31, 2006                            1.30:1.00

                         March 31, 2007                               1.30:1.00
                         June 30, 2007                                1.30:1.00

                              Term Loan Agreement

<PAGE>

                                      -63-

                         September 30, 2007                       1.30:1.00
                         December 31, 2007 and thereafter         1.20:1.00


                 (d) Minimum Consolidated EBITDA. The Borrower will not permit
its Consolidated EBITDA for any Test Period ending on the last day of such
fiscal quarter of the Borrower set forth below to be less than the amount set
forth opposite such fiscal quarter below:

                         Fiscal Quarter Ending                   Amount ($)
                         ---------------------                   ----------

                         December 31, 2003                       28,000,000

                         March 31, 2004                          28,000,000
                         June 30, 2004                           29,000,000
                         September 30, 2004                      30,500,000
                         December 31, 2004                       32,500,000

                         March 31, 2005                          34,500,000
                         June 30, 2005                           35,500,000
                         September 30, 2005 and thereafter       36,000,000

                 (e) Capital Expenditures. The Borrower will not, and will not
permit any of its Subsidiaries to, make any Capital Expenditures, except that
during any fiscal year of the Borrower set forth below, the Borrower and its
Subsidiaries may make Capital Expenditures so long as the aggregate amount of
all such Capital Expenditures does not exceed in any fiscal year of the Borrower
set forth below the amount set forth opposite such fiscal year below:

                         Fiscal Year Ending                      Amount ($)
                         ------------------                      ----------

                         December 31, 2003                        5,000,000
                         December 31, 2004                        7,500,000
                         December 31, 2005                       10,000,000
                         December 31, 2006                       11,000,000
                         December 31, 2007 and thereafter        12,000,000

                 In addition to the foregoing, in the event that the amount of
Capital Expenditures permitted to be made by the Borrower and its Subsidiaries
pursuant to the table above in any fiscal year of the Borrower (before giving
effect to any increase in such permitted Capital Expenditure amount pursuant to
this paragraph) is greater than the amount of Capital Expenditures actually made
by the Borrower and its Subsidiaries during such fiscal year, 100% of such
excess may be carried forward and utilized to make Capital Expenditures in the
succeeding fiscal years, provided that no amounts expended in any fiscal year
shall exceed 150% of the amount set forth above for such fiscal year.

                 In addition to the foregoing, the Borrower and its Subsidiaries
may make Capital Expenditures (x) with the amount of (i) Net Cash Proceeds
received by the Borrower or any of its Subsidiaries from any Disposition or
Casualty Event so long as such Net Cash Proceeds are

                              Term Loan Agreement

<PAGE>

                                      -64-

reinvested or are used to replace or restore any properties or assets in respect
of which such Net Cash Proceeds were paid or (ii) Net Cash Proceeds received by
the Borrower or any of its Subsidiaries from any Equity Issuance or (y) as
tenant under any lease in respect of leasehold improvements to the extent such
expenditures are reimbursed by the landlord under the related lease or sale
leaseback transaction, but in the case of clause (i) above only to the extent
that such Net Cash Proceeds are not otherwise required to be applied to a
prepayment pursuant to Section 2.04(b) or the corresponding provision of the
Revolving Credit Agreement.

                  SECTION 7.10. Modifications of Certain Documents. The Borrower
will not, and will not permit any of its Subsidiaries to, consent or otherwise
agree to any modification, supplement or waiver of any of the provisions of any
agreement, instrument or other document evidencing or relating to (i) the
charter, by-laws or other organizational documents of the Borrower or any of the
Subsidiary Guarantors (other than those modifications to the charter, by-laws or
other organizational documents of the Borrower or any of the Subsidiary
Guarantors occurring upon or simultaneously with the consummation of the
Reorganization Plan which have been heretofore submitted to the Administrative
Agent) or (ii) any agreement or instrument providing for or evidencing
subordinated Indebtedness of the Borrower or any of its Subsidiaries, in each
case with respect to clause (i) or (ii) above, which would be materially adverse
to the Lenders, without the prior consent of the Required Lenders or the
Administrative Agent (with the approval of the Required Lenders); provided that
this Section shall not include the Revolving Credit Documents.

                  SECTION 7.11. Sale and Leaseback. The Borrower will not, and
will not permit any of its Subsidiaries to, enter into any arrangement with any
other Person providing for the leasing by the Borrower or any of its
Subsidiaries of real or personal property that has been or is to be sold or
transferred by the Borrower or any of its Subsidiaries to such other Person or
to any other Person to whom funds have been or are to be advanced by such Person
on the security of such property or rental obligations of the Borrower or any of
its Subsidiaries, other than such transactions not exceeding an aggregate sale
price of $5,000,000.

                  SECTION 7.12. Restrictions on CHEL. The Borrower will not, and
will not permit any of its Subsidiaries (other than CHEL) to, engage in any
transaction (including the Disposition or purchase, lease or other acquisition
of any property or the making of any loan or other Investment) with CHEL, and
the Borrower will not permit CHEL to engage in any transaction, except any
transaction incidental to the administration proceeding in respect of CHEL.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

If any of the following events ("Events of Default") shall occur:

                              Term Loan Agreement

<PAGE>

                                      -65-

                  (a) the Borrower shall fail to pay any principal of any Loan
         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 otherwise;

                  (b) the Borrower shall fail to pay any interest on any Loan or
         any fee or any other amount (other than an amount referred to in clause
         (a) of this Article) payable under this Agreement or under any other
         Credit Document, when and as the same shall become due and payable, and
         such failure shall continue unremedied for a period of five or more
         Business Days;

                  (c) any representation or warranty made or deemed made by or
         on behalf of the Borrower or any of its Subsidiaries in or in
         connection with this Agreement or any other Credit Document or any
         amendment or modification hereof or thereof, or in any report,
         certificate, financial statement or other document furnished pursuant
         to or in connection with this Agreement or any other Credit Document or
         any amendment or modification hereof or thereof, shall prove to have
         been incorrect when made or deemed made in any material respect;

                  (d) the Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Section 6.02(a), 6.03
         (with respect to any Obligor's existence), 6.08 or 6.09(e) or in
         Article VII;

                  (e) any Obligor shall fail to observe or perform any covenant,
         condition or agreement contained in this Agreement (other than those
         specified in clause (a), (b) or (d) of this Article) or any other
         Credit Document and such failure shall continue unremedied for a period
         of 30 or more days after notice thereof from the Administrative Agent
         (given at the request of any Lender) to the Borrower;

                  (f) the Borrower or any of its Subsidiaries shall fail to make
         any payment (whether of principal or interest and regardless of amount)
         in respect of any Indebtedness (other than Indebtedness under the
         Credit Documents) aggregating $5,000,000 or more, or any payment of any
         amount under Swap Agreements for an aggregate notional principal amount
         exceeding $5,000,000, in each case when and as the same shall become
         due and payable (after taking into account applicable grace periods, if
         any);

                  (g) any event or condition occurs that results in any
         Indebtedness (other than Indebtedness under the Credit Documents)
         aggregating $5,000,000 or more becoming due prior to its scheduled
         maturity or that enables or permits (with or without the giving of
         notice, the lapse of time or both) the holder or holders of any such
         Indebtedness or any trustee or agent on its or their behalf to cause
         any such Indebtedness to become due, or to require the prepayment,
         repurchase, redemption or defeasance thereof, prior to its scheduled
         maturity;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of the Borrower or any of its
         Subsidiaries (other than CHEL and Chart Europe) or its debts, or of a
         substantial part of its assets, under any Federal, state or foreign
         bankruptcy,

                              Term Loan Agreement

<PAGE>

                                      -66-

         insolvency, receivership or similar law now or hereafter in effect or
         (ii) the appointment of a receiver, trustee, custodian, sequestrator,
         conservator or similar official for the Borrower or any of its
         Subsidiaries (other than CHEL and Chart Europe) or for a substantial
         part of its assets, and, in any such case, such proceeding or petition
         shall continue undismissed for a period of 60 or more days or an order
         or decree approving or ordering any of the foregoing shall be entered;

                  (i) the Borrower or any of its Subsidiaries (other than CHEL
         and Chart Europe) shall (i) voluntarily commence any proceeding or file
         any petition seeking liquidation, reorganization or other relief under
         any Federal, state or foreign bankruptcy, insolvency, receivership or
         similar law now or hereafter in effect, (ii) consent to the institution
         of, or fail to contest in a timely and appropriate manner, any
         proceeding or petition described in clause (h) of this Article, (iii)
         apply for or consent to the appointment of a receiver, trustee,
         custodian, sequestrator, conservator or similar official for the
         Borrower or any of its Subsidiaries (other than CHEL and Chart Europe)
         or for a substantial part of its assets, (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
         or (vi) take any action for the purpose of effecting any of the
         foregoing;

                  (j) the Borrower or any of its Subsidiaries (other than CHEL
         and Chart Europe) shall admit in writing its inability or fail
         generally to pay its debts as they become due;

                  (k) one or more judgments for the payment of money (not
         covered by insurance to the extent the relevant insurer has
         acknowledged coverage thereunder) in an aggregate amount in excess of
         $5,000,000, shall be rendered against the Borrower or any of its
         Subsidiaries or any combination thereof, and such judgments either
         shall be final and nonappealable or shall not be vacated, discharged,
         stayed or bonded pending appeal for any period of 30 consecutive days;

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

                  (m) there shall have been asserted against the Borrower or any
         of its Subsidiaries an Environmental Claim that, in the judgment of the
         Required Lenders, is reasonably likely to be determined adversely to
         the Borrower or any of its Subsidiaries, and the amount thereof (either
         individually or in the aggregate) is reasonably likely to result
         liability of the Borrower and its Subsidiaries in an aggregate amount
         exceeding $3,000,000 (insofar as such amount is payable by the Borrower
         or any of its Subsidiaries but after deducting any portion thereof that
         is reasonably expected to be paid by other creditworthy Persons jointly
         and severally liable therefor);

                  (n) a Change in Control shall occur;

                  (o) any Subsidiary of the Borrower (other than CHEL and Chart
         Europe) shall cease to be a Wholly Owned Subsidiary (except (i) as a
         result of any transactions

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<PAGE>

                                      -67-

         expressly permitted under Article VII or (ii) otherwise expressly
         permitted under Section 6.08(d));

                  (p) the guarantee of any of the Subsidiary Guarantors under
         Article III shall for whatever reason be terminated or cease to be in
         full force and effect (other than in accordance with its terms and the
         terms of this Agreement), or the validity or enforceability thereof
         shall be contested by any Subsidiary Guarantor; or

                  (q) other than in connection with any termination of any Lien,
         the Liens created by the Security Documents shall at any time not
         constitute a valid and perfected Lien on the collateral intended to be
         covered thereby (to the extent perfection by filing, registration,
         recordation or possession is required herein or therein) in favor of
         the Collateral Agent, free and clear of all other Liens (other than
         Liens permitted under Section 7.02 or under the respective Security
         Documents), or, except for expiration or termination in accordance with
         its terms, any of the Security Documents shall for whatever reason be
         terminated or cease to be in full force and effect, or the
         enforceability thereof shall be contested in writing by any Obligor;

then, and in every such event (other than an event with respect to any Obligor
described in clause (h) or (i) of this Article) and at any time thereafter
during the continuance of such event, the Administrative Agent shall, at the
request of or with the consent of the Required Lenders, by notice to the
Borrower declare the Loans then outstanding to be due and payable in whole (or
in part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of
the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Obligors accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by each Obligor;
provided that in case of any event with respect to any Obligor described in
clause (h) or (i) of this Article, the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Obligors accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Obligor.

                  Anything herein to the contrary notwithstanding, it is
understood that (i) no Lender has the right to declare its Loans due and payable
(such right to declare the Loans due and payable residing with the
Administrative Agent as provided above, subject to the proviso set forth above
in the case of an Event of Default under clause (h) or (i) of this Article), and
(ii) no Lender has the right to exercise any remedies under any Security
Document (such right to exercise remedies residing with the Collateral Agent as
provided therein).

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

                  Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent hereunder and under the other Credit Documents
to which it is a party and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are

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                                      -68-

delegated to the Administrative Agent by the terms hereof or thereof, together
with such actions and powers as are reasonably incidental thereto.

                  The Person serving as the Administrative 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 Administrative Agent, and
such Person and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Credit
Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Credit Documents that the
Administrative Agent is required to exercise in writing by the Required Lenders,
and (c) except as expressly set forth herein and in the other Credit Documents,
the Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or
any of its Subsidiaries that is communicated to or obtained by the bank serving
as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent 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 in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until written notice
thereof is given to the Administrative Agent by the Borrower or a Lender, and
the Administrative 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 this Agreement or any other Credit Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Credit Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article V or elsewhere herein or therein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

                  The Administrative 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
Administrative 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 Administrative Agent may consult
with legal counsel (who may be counsel for an Obligor), 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 Administrative 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 Administrative

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                                      -69-

Agent (including, without limitation, under any Security Document). The
Administrative 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 the Administrative 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 Administrative Agent. Each Lender by its execution and delivery of this
Agreement agrees, as contemplated by Section 4.04 of the Security Agreement,
that, in the event it shall hold any Permitted Investments of any Obligor
referred to therein, such Permitted Investments shall be held in the name and
under the control of such Lender, and such Lender shall hold such Permitted
Investments as a collateral sub-agent for the Administrative Agent thereunder.
Each Obligor by its execution and delivery of this Agreement hereby consents to
the foregoing.

                  The Administrative Agent may resign at any time by notifying
the Lenders 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 Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent's
resignation shall nonetheless become effective and (i) the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder and (ii) the Required Lenders shall perform the duties of the
Administrative Agent (and all payments and communications provided to be made
by, to or through the Administrative Agent shall instead be made by or to each
Lender directly) until such time as the Required Lenders appoint a successor
agent as provided for above in this paragraph. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring (or retired) Administrative Agent and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder (if not already discharged therefrom as provided above in this
paragraph). The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 10.03 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

                  Each Lender acknowledges that it has, independently and
without reliance upon the Administrative 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
Administrative 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 Credit Document or any related agreement or any document furnished
hereunder or thereunder.

                  Notwithstanding anything herein to the contrary, the Sole Lead
Arranger and Bookrunner named on the cover page of this Agreement shall not have
any duties or liabilities under this Agreement or the other Credit Documents.

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                                    ARTICLE X

                                  MISCELLANEOUS

                  SECTION 10.01. Notices. Except in the case of notices and
other communications expressly permitted to be given by telephone, all notices
and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                  (a) if to the Borrower or any Subsidiary Guarantor, to the
         Borrower at Chart Industries, Inc., 5885 Landerbrook Drive, Suite 205,
         Mayfield Heights, Ohio 44124, Attention of Michael F. Biehl (Telecopy
         No. (440) 753-1491; Telephone No. (440) 753-1490);

                  (b) if to the Administrative Agent, to JPMorgan Chase Bank,
         1111 Fannin Street, 10/th/ Floor, Houston, Texas 77002-8069, Attention
         of Loan and Agency Services Group (Telecopy No. (713) 750-2782;
         Telephone No. (713) 750-2102), with a copy to JPMorgan Chase Bank, 270
         Park Avenue, 20th Floor, New York, New York 10017, Attention of Roger
         Odell (Telecopy No. (212) 270-0433; Telephone No. (212) 270-0506);

                  (c) if to the Collateral Agent, to JPMorgan Chase Bank,
         JPMorgan Chase Bank, 270 Park Avenue, 20th Floor, New York, New York
         10017, Attention of Roger Odell (Telecopy No. (212) 270-0433; Telephone
         No. (212) 270-0506), with a copy to JPMorgan Chase Bank, 270 Park
         Avenue, 20th Floor, New York, New York 10017, Attention of Steven
         Hawkins (Telecopy No. (212) 270-0433; Telephone No. (212) 270-0376);
         and

                  (d) if to a Lender, to it at its address (or telecopy number)
         set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto (or, in the case
of any such change by a Lender, by notice to the Borrower and the Administrative
Agent). 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.

                  SECTION 10.02.  Waivers; Amendments.

                  (a) No Deemed Waivers; Remedies Cumulative. No failure or
delay by the Administrative Agent or any Lender in exercising any right or power
hereunder 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 and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this

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                                      -71-

Agreement or consent to any departure by any Obligor therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent or any Lender may have
had notice or knowledge of such Default at the time.

                  (b) Amendments to this Agreement. 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, the Subsidiary
Guarantors and the Required Lenders or by the Borrower, the Subsidiary
Guarantors and the Administrative Agent with the consent of the Required
Lenders; provided that no such agreement shall:

                  (i) increase any obligation of any Lender to extend credit
hereunder, without the written consent of such Lender;

                  (ii) reduce or forgive the principal amount of any Loan or
         reduce the rate of interest thereon, or reduce or forgive any fees
         payable hereunder, without the written consent of each Lender directly
         affected thereby;

                  (iii) postpone the date of any regularly scheduled payment of
         principal of any Loan, or any interest thereon, or any fees payable
         hereunder, or reduce the amount of, waive or excuse any such payment,
         without the written consent of each Lender directly affected thereby;

                  (iv) alter the pro rata treatment provisions of Sections
         2.04(b)(v) or 2.11(c), without the written consent of each Lender;

                  (v) change any of the provisions of this Section or reduce the
         percentage in the definition of "Required Lenders" or any other
         provision hereof specifying the number or percentage of Lenders
         required to waive, amend or modify any rights hereunder or make any
         determination or grant any consent hereunder, without the written
         consent of each Lender; and

                  (vi) subject to paragraph (d) below, release any Subsidiary
         Guarantor from any of its guarantee obligations under the Credit
         Document, without the written consent of each Lender;

and provided further that (x) no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent hereunder without the
prior written consent of the Administrative Agent and (y) that any modification
or supplement of Article III shall require the consent of each Subsidiary
Guarantor.

                  (c) Amendments to Other Credit Documents. Except as otherwise
provided in Section 10.02(b) with respect to this Agreement and subject to
Section 10.02(d), the Administrative Agent may, with the prior consent of the
Required Lenders (but not otherwise), consent to any modification, supplement or
waiver under any of the Credit Documents to which

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                                      -72-

it is a party, provided that, without the prior consent of each Lender, the
Administrative Agent shall not, and shall not agree or consent to any
modification, supplement or waiver under any such Credit Documents to (except as
provided therein), (i) release all or substantially all of the Collateral or
otherwise terminate the Liens with respect thereto or (ii) alter the relative
priorities of the obligations entitled to the benefits of the Liens created
under the Security Documents; provided that no such agreement shall amend,
modify or otherwise affect the rights and duties of the Administrative Agent or
the Collateral Agent thereunder without the prior written consent of the
Administrative Agent or the Collateral Agent, as the case may be.

                  (d) Certain Releases. Notwithstanding anything herein or in
any other Credit Document to the contrary, upon the occurrence of any
Disposition of any Collateral (including the Capital Stock of any Subsidiary)
that is permitted hereunder or consented to by the Required Lenders or any other
transaction or event permitted or consented to by the Required Lenders hereunder
that results in any Subsidiary ceasing to be a Subsidiary of the Borrower, each
of the Administrative Agent and the Collateral Agent, as applicable, is hereby
authorized to release, without the prior consent of any Lender and at the
request of the Borrower, any Guarantee of such Subsidiary under the relevant
Credit Document or any such Collateral and/or the Liens on any such Collateral
under the relevant Credit Document. Each of the Administrative Agent and the
Collateral Agent shall take any action reasonably requested by the Borrower (at
the Borrower's sole cost and expense) to effect any such release.

                  SECTION 10.03.  Expenses; Indemnity; Damage Waiver.

                  (a) Costs and Expenses. The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this
Agreement and the other Credit Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket
expenses incurred by the Administrative Agent or any Lender, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent and the Collateral Agent and one counsel for the Lenders (as selected by
the Required Lenders), in connection with the enforcement or protection of its
rights in connection with this Agreement and the other Credit Documents,
including its rights under this Section, or in connection with the Loans made
hereunder, including in connection with any workout, restructuring or
negotiations in respect thereof or in connection with the bankruptcy, insolvency
or reorganization with respect to any Obligor, and (iii) all out-of-pocket
costs, expenses, taxes, assessments and other charges incurred in connection
with any filing, registration, recording or perfection of any security interest
contemplated by any Security Document or any other document referred to therein.

                  (b) Indemnification by the Borrower. The Borrower shall
indemnify the Administrative Agent and each Lender, 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 the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of

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                                      -73-

this Agreement or any agreement or instrument contemplated hereby, the
performance by the parties hereto of their respective obligations hereunder or
the consummation of the Transactions or any other transactions contemplated
hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or
alleged presence, release or threatened release of Hazardous Materials relating
to any property owned or operated by the Borrower or any of its Subsidiaries, or
any violation, non-compliance with or liability under any Environmental Law
related in any way to the Borrower or any of its Subsidiaries or any of its
respective property, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; 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
and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee or any Related Party.

                  (c) Reimbursement by Lenders. To the extent that the Borrower
fails to pay any amount required to be paid by it to the Administrative Agent
under paragraph (a) or (b) of this Section, each Lender severally agrees to pay
to the Administrative Agent such Lender's Applicable Percentage (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 in its capacity
as such, and provided further that such indemnity shall not be available to the
Administrative Agent to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of the Administrative Agent.

                  (d) Waiver of Consequential Damages, Etc. To the extent
permitted by applicable law, no Obligor shall assert, and each Obligor 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
or any Loan or the use of the proceeds thereof.

                  (e) Payments. All amounts due under this Section shall be
payable promptly after written demand therefor.

                  SECTION 10.04.  Successors and Assigns.

                  (a) Assignments Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that (i) no Obligor
may assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by any Obligor without such consent shall be null and void) and (ii)
any assignment by a Lender of its rights or obligations hereunder shall comply
with the provisions of Section 10.04(b). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
(to the extent provided in paragraph (c) of this Section) and, to the extent

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                                      -74-

expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

          (b)(i) Assignments by Lenders. Subject to the conditions set forth in
paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld) of:

                  (A) the Borrower, provided that no consent of the Borrower
         shall be required for an assignment to a Lender, an Affiliate of a
         Lender, an Approved Fund or, at any time during the continuance of an
         Event of Default, to any other Person (other than any Person that is a
         direct competitor of the Borrower or any of its Subsidiaries); and

                  (B) the Administrative Agent, provided that no consent of the
         Administrative Agent shall be required for an assignment to a Lender,
         an Affiliate of a Lender or an Approved Fund.

                  (ii) Assignments shall be subject to the following additional
         conditions:

                  (A) except in the case of an assignment to a Lender or an
         Affiliate of a Lender or an assignment of the entire remaining amount
         of the assigning Lender's Loans, the amount of the Loans of the
         assigning Lender subject to each such assignment (determined as of the
         date the Assignment and Assumption with respect to such assignment is
         delivered to the Administrative Agent) shall not be less than
         $1,000,000 unless each of the Borrower and the Administrative Agent
         otherwise consent, provided that no such consent of the Borrower shall
         be required if an Event of Default has occurred and is continuing;

                  (B) each partial assignment shall be made as an assignment of
         a proportionate part of all the assigning Lender's rights and
         obligations under this Agreement;

                  (C) the parties to each assignment shall execute and deliver
         to the Administrative Agent an Assignment and Assumption, together with
         a processing and recordation fee of $3,500; and

                  (D) the assignee, if it shall not be a Lender, shall deliver
         to the Administrative Agent an Administrative Questionnaire.

                  (iii) Subject to acceptance and recording thereof pursuant to
         paragraph (b)(iv) of this Section, from and after the effective date
         specified in each Assignment and Assumption the assignee thereunder
         shall be a party hereto and, to the extent of the interest assigned by
         such Assignment and Assumption, have the rights and obligations of a
         Lender under this Agreement, and the assigning Lender thereunder shall,
         to the extent of the interest assigned by such Assignment and
         Assumption, be released from its obligations under this Agreement (and,
         in the case of an Assignment and Assumption covering all of the
         assigning Lender's rights and obligations under this Agreement, such
         Lender shall cease to be a party hereto but shall continue to be
         entitled to the benefits of Sections 2.08, 2.09, 2.10 and 10.03). Any
         assignment or transfer

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                                      -75-

by a Lender of rights or obligations under this Agreement that does not comply
with this Section 10.04 shall be treated for purposes of this Agreement as a
sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (c) of this Section.

                  (c) Maintenance of Register by the Administrative Agent. The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices in New York City a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the 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 Agents 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 Collateral Agent and any Lender,
at any reasonable time and from time to time upon reasonable prior notice.

                  (d) Effectiveness of Assignments. Upon its receipt of a duly
completed Assignment and Assumption executed by an assigning Lender and an
assignee, the assignee's completed Administrative Questionnaire (unless the
assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such
assignment required by paragraph (b) of this Section, the Administrative Agent
shall accept such Assignment and Assumption and record the information contained
therein in the Register. No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this
paragraph.

                  (e) Participations. Any Lender may, without the consent of the
Borrower or the Administrative Agent, sell participations to one or more banks
or other entities (a "Participant") in all or a portion of such Lender's rights
and obligations under this Agreement and the other Credit Documents (including
all or a portion of the Loans owing to it); provided that (A) such Lender's
obligations under this Agreement and the other Credit Documents shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the Agents
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement and the other Credit Documents. Any agreement or instrument pursuant
to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and other Credit Documents
and to approve any amendment, modification or waiver of any provision of this
Agreement or any other Credit Document; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 10.02(b) that directly affects such Participant.
Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.08 and 2.10 to the
same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 10.08 as though it
were a Lender, provided such Participant agrees to be subject to Section 2.11(d)
as though it were a Lender.

                  (f) Limitations on Rights of Participants. A Participant shall
not be entitled to receive any greater payment under Section 2.08, 2.09 or 2.10
than the applicable Lender would

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                                      -76-

have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower's prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 2.10
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 2.10(e) as though it were a Lender.

                  (g) Certain Pledges. Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including any such pledge or
assignment to a Federal Reserve Bank, and this Section shall not apply to any
such pledge or assignment of a security interest; provided that no such pledge
or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  SECTION 10.05. Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, 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 is outstanding and unpaid. The provisions of Sections 2.08, 2.09,
2.10, 3.03 and 10.03 and Article IX shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans or the termination of this Agreement or any provision
hereof.

                  SECTION 10.06. Counterparts; Integration. 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. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract between and among the parties relating to
the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Delivery
of an executed counterpart of a signature page to this Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this
Agreement.

                  SECTION 10.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 10.08. 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, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or

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                                      -77-

demand, provisional or final, but excluding payroll and trust accounts) at any
time held and other indebtedness at any time owing by such Lender to or for the
credit or the account of any Obligor against any and all of the then due and
owing obligations of any Obligor under the Credit Documents held by such Lender
or (with the consent of the Required Lenders) any and all other obligations
(which may be unmatured) of any Obligor under the Credit Documents held by such
Lender, irrespective of whether or not such Lender shall have made any demand
thereunder. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff) which such Lender
may have.

                  SECTION 10.09.  Governing Law; Jurisdiction; Etc.

                  (a) Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the State of New York.

                  (b) Submission to Jurisdiction. Each Obligor hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, 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 court or, to the
extent permitted by law, in such Federal court. Each of the parties hereto
agrees that 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 or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement against any Obligor or its
properties in the courts of any jurisdiction.

                  (c) Waiver of Venue. Each Obligor 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 in
any court referred to in paragraph (b) of this Section. 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.

                  (d) Service of Process. Each party to this Agreement
irrevocably consents to service of process in the manner provided for notices in
Section 10.01. 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 10.10. 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 ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS

                              Term Loan Agreement

<PAGE>

                                      -78-

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

                  SECTION 10.11. 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 shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 10.12.  Treatment of Certain Information;
Confidentiality.

                  (a) Treatment of Certain Information. The Borrower
acknowledges that from time to time financial advisory, investment banking and
other services may be offered or provided to the Borrower or one or more of its
Subsidiaries (in connection with this Agreement or otherwise) by any Lender or
by one or more subsidiaries or affiliates of such Lender and the Borrower hereby
authorizes each Lender to share any information delivered to such Lender by the
Borrower and its Subsidiaries pursuant to this Agreement, or in connection with
the decision of such Lender to enter into this Agreement, to any such subsidiary
or affiliate, it being understood that any such subsidiary or affiliate
receiving such information shall be bound by the provisions of paragraph (b) of
this Section as if it were a Lender hereunder. Such authorization shall survive
the repayment of the Loans or the termination of this Agreement or any provision
hereof.

                  (b) Confidentiality. Each of the Administrative Agent and the
Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (i) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (ii) to the extent requested
by any regulatory authority, (iii) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (iv) to any other party
to this Agreement, (v) to any direct or indirect contractual counterparty in
swap agreements or such contractual counterparty's professional advisor (so long
as such contractual counterparty or professional advisor to such contractual
counterparty agrees to be bound by the provisions of this Section), (vi) in
connection with the exercise of any remedies hereunder or under any other Credit
Document or any suit, action or proceeding relating to this Agreement or any
other Credit Document or the enforcement of rights hereunder or thereunder,
(vii) subject to an agreement containing provisions substantially the same as
those of this paragraph, to any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, (viii) with the consent of the Borrower or (ix) to the
extent such Information (A) becomes publicly available other than as a result of
a breach of this paragraph or (B) becomes available to the Administrative Agent
or any Lender on a nonconfidential basis (and not as a result of a breach of any
applicable confidentiality agreement known to the Administrative Agent and/or
any Lender) from a source other than an Obligor. For the purposes of this
paragraph, "Information" means all information received from any Obligor
relating to any Obligor or its business, other than any such information that is
available to the Administrative Agent or any Lender on a nonconfidential

                              Term Loan Agreement

<PAGE>

                                      -79-

basis prior to disclosure by an Obligor. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information. Notwithstanding the
foregoing, the Administrative Agent, the Lenders and the Obligors (and each of
their respective employees, representatives or other agents) may disclose to any
and all persons, without limitation of any kind, the U.S. tax treatment and U.S.
tax structure of the transactions contemplated by this Agreement and all
materials of any kind (including opinions or other tax analyses) that are
provided to such person relating to such tax treatment or tax structure, other
than any information for which nondisclosure is reasonably necessary in order to
comply with applicable securities laws, and except that, with respect to any
document or similar item that in either case contains information concerning the
U.S. tax treatment or U.S. tax structure of such transactions as well as other
information, this paragraph shall only apply to such portions of the document or
similar item that relate to such tax treatment or tax structure.

                  SECTION 10.13. Termination of 1999 Credit Agreement. Each of
the parties bound hereby agrees that, as of the Effective Date, the 1999 Credit
Agreement, and all obligations of the parties thereunder (except to the extent
such obligations are restructured, continued and/or confirmed hereunder or under
the Revolving Credit Agreement), will be terminated automatically.

                              Term Loan Agreement

<PAGE>

                                      -80-

                  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.

                             CHART INDUSTRIES, INC.

                             By /s/ Michael F. Biehl
                                -----------------------------
                                Name:   Michael F. Biehl
                                Title:  Chief Financial Officer and Treasurer

                              Term Loan Agreement

<PAGE>

                                      -81-

                              SUBSIDIARY GUARANTORS

                          CHART HEAT EXCHANGERS LIMITED
                           PARTNERSHIP

                          By /s/ Michael F. Biehl
                             --------------------------
                             Name:  Michael F. Biehl
                             Title: Chief Financial Officer and Treasurer

                          CHART INTERNATIONAL, INC.

                          By /s/ Michael F. Biehl
                             --------------------------
                             Name:  Michael F. Biehl
                             Title: Chief Financial Officer and Treasurer

                          CHART MANAGEMENT COMPANY, INC.

                          By /s/ Michael F. Biehl
                             --------------------------
                             Name:  Michael F. Biehl
                             Title: Chief Financial Officer and Treasurer

                          CHART LEASING, INC.


                          By /s/ Michael F. Biehl
                             --------------------------
                             Name:  Michael F. Biehl
                             Title: Chief Financial Officer and Treasurer

                          CHART INC.

                          By /s/ Michael F. Biehl
                             --------------------------
                             Name:  Michael F. Biehl
                             Title: Chief Financial Officer and Treasurer

                              Term Loan Agreement

<PAGE>

                                      -82-

                          CHART INTERNATIONAL HOLDINGS, INC.

                          By /s/ Michael F. Biehl
                             -----------------------------------
                             Name:  Michael F. Biehl
                             Title: Chief Financial Officer and Treasurer

                          CHART ASIA, INC.

                          By /s/ Michael F. Biehl
                             -----------------------------------
                             Name:  Michael F. Biehl
                             Title: Chief Financial Officer and Treasurer

                          CAIRE INC.

                          By /s/ Michael F. Biehl
                             -----------------------------------
                             Name:  Michael F. Biehl
                             Title: Chief Financial Officer and Treasurer

                          COOLTEL, INC.

                          By /s/ Michael F. Biehl
                             -----------------------------------
                             Name:  Michael F. Biehl
                             Title: Chief Financial Officer and Treasurer

                          NEXGEN FUELING, INC.

                          By /s/ Michael F. Biehl
                             -----------------------------------
                             Name:  Michael F. Biehl
                             Title: Chief Financial Officer and Treasurer

                          GTC OF CLARKSVILLE, LLC

                          By /s/ Michael F. Biehl
                             -----------------------------------
                             Name:  Michael F. Biehl
                             Title: Chief Financial Officer and
                                    Assistant Treasurer

                              Term Loan Agreement

<PAGE>

                                      -83-

                                   LENDERS

                                   AUDAX CHART, LLC

                              Term Loan Agreement

                                   By /s/ Tim White
                                      ---------------------------
                                      Name: Tim White
                                      Title: Authorized Signatory

<PAGE>

                                      -84-

                                   GENERAL ELECTRIC CAPITAL CORPORATION


                                   By /s/ Robert M. Kadlick
                                      --------------------------------
                                      Name: Robert M. Kadlick
                                      Title: Duly Authorized Signatory

                              Term Loan Agreement

<PAGE>

                                      -85-

                                   JPMORGAN CHASE BANK


                                   By /s/ R. A. Odell
                                      ---------------------------------
                                      Name: R. A. Odell
                                      Title: Managing Director

                              Term Loan Agreement

<PAGE>

                                      -86-

                                   CARL MARKS STRATEGIC INVESTMENTS, L.P.


                                   By /s/ James F. Wilson
                                      -----------------------------
                                      Name: James F. Wilson
                                      Title: General Partner

                              Term Loan Agreement

<PAGE>

                                      -87-

                                   KZH CYPRESSTREE-1 LLC


                                   By /s/ Rowena Smith
                                      -------------------------------
                                      Name: Rowena Smith
                                      Title: Authorized Agent

                              Term Loan Agreement

<PAGE>

                                      -88-

                                    KZH STERLING LLC


                                    By /s/ Rowena Smith
                                      -------------------------
                                      Name:  Rowena Smith
                                      Title: Authorized Agent

                              Term Loan Agreement

<PAGE>

                                      -89-

                                    SENIOR DEBT PORTFOLIO
                                    By: Boston Management and Research
                                        as Investment Advisor


                                    By_________________________
                                      Name:  Andrew Sveen
                                      Title: Vice President

                              Term Loan Agreement

<PAGE>

                                      -90-

                                    MERRILL LYNCH, PIERCE, FENNER &
                                    SMITH INCORPORATED


                                    By /s/ Graham Goldsmith
                                       ------------------------------
                                       Name: Graham Goldsmith
                                       Title: Managing Director

                              Term Loan Agreement

<PAGE>

                                      -91-

                                    VAN KAMPEN SENIOR LOAN FUND

                                    By: Van Kampen Investment Advisory Corp.

                                    By /s/ Christina Jamieson
                                       -----------------------------
                                       Name: Christina Jamieson
                                       Title: Vice President

                              Term Loan Agreement

<PAGE>

                                      -92-

                                    OCM PRINCIPAL OPPORTUNITIES FUND II,
                                    L.P.

                                    By /s/ B. James Ford
                                       -------------------------------
                                       Name: B. James Ford
                                       Title: Managing Director

                              Term Loan Agreement

                                    By /s/ Jordon L. Kruse
                                       -------------------------------
                                       Name: Jordon L. Kruse
                                       Title: Vice President

<PAGE>

                                      -93-

                                    ADMINSTRATIVE AGENT

                                    JPMORGAN CHASE BANK,
                                    as Administrative Agent

                                    By /s/ R. A. Odell
                                       ------------------------------
                                       Name: R. A. Odell
                                       Title: Managing Director

                              Term Loan Agreement

<PAGE>

                                                                      SCHEDULE I

                            Principal Amount of Loans

       --------------------------------------------------------------------
                      Lenders                          Commitments ($)
                      -------                          ---------------
       --------------------------------------------------------------------
       OCM Principal Opportunities Fund II, L.P.          43,191,598
       --------------------------------------------------------------------
       Audax Chart, LLC                                   21,273,668
       --------------------------------------------------------------------
       General Electric Capital Corporation                8,586,939
       --------------------------------------------------------------------
       JPMorgan Chase Bank                                10,095,849
       --------------------------------------------------------------------
       Carl Marks Strategic Investments, L.P.              8,099,123
       --------------------------------------------------------------------
       KZH Cypress Tree-1 LLC                              2,172,546
       --------------------------------------------------------------------
       KZH Sterling LLC                                    4,345,091
       --------------------------------------------------------------------
       Senior Debt Portfolio                               8,690,183
       --------------------------------------------------------------------
       Merrill Lynch, Pierce, Fenner & Smith
       Incorporated                                        5,350,901
       --------------------------------------------------------------------
       Van Kampen Senior Loan Fund                         8,194,102
       --------------------------------------------------------------------
       --------------------------------------------------------------------
       TOTAL                                         $120,000,000.00
       =====                                         ===============
       --------------------------------------------------------------------

                               Term Loan Agreement

<PAGE>

                                                                     SCHEDULE II

                                 Existing Loans

                               [see attached list]

                              Term Loan Agreement

<PAGE>

                                                                    SCHEDULE III

                               Existing Mortgages

<TABLE>
<CAPTION>
------------------------------------------------------- -----------------------------------------------------
                       Property                                               Mortgage
------------------------------------------------------- -----------------------------------------------------
<S>                                                     <C>
2191 Ward Avenue, LaCrosse, WI (Fee)                    Mortgage, Assignment of Rents, Security Agreement
                                                        and Fixture Filing, dated 12 April 1999, by Altec
                                                        International Limited Partnership in favor of The
                                                        Chase Manhattan Bank
------------------------------------------------------- -----------------------------------------------------
P.O. Box 550, Lucas & Montgomery Streets,               Mortgage, Assignment of Rents, Security Agreement
Clarksville, AR (Fee)                                   and Fixture Filing, dated 12 April 1999, by Greenville
                                                        Tube Corporation in favor of The Chase Manhattan Bank
------------------------------------------------------- -----------------------------------------------------
PO Box 112 I-575 Airport Drive East, Canton,            Deed to Secure Debt, Assignment of Rents and
Georgia (Fee)                                           Security Agreement dated 12 April 1999 by MVE, Inc.
                                                        to The Chase Manhattan Bank
------------------------------------------------------- -----------------------------------------------------
P.O. Box 467, 146 Main Street, Plaistow, NH (Fee)       Mortgage, Assignment of Rents, Security Agreement
                                                        and Fixture Filing, dated 12 April 1999, by Process
                                                        Systems International, Inc. in favor of The Chase
                                                        Manhattan Bank
------------------------------------------------------- -----------------------------------------------------
5995 N. Washington St., Denver, CO (Fee)                Deed of Trust, Assignment of Rents, Security
                                                        Agreement and Fixture Filing, dated 12 April 1999,
                                                        by Cryenco, Inc. in favor of The Chase Manhattan
                                                        Bank
------------------------------------------------------- -----------------------------------------------------
3505 Country Road, Burnsville, Minnesota (Fee)          Mortgage, Assignment of Rents, security Agreement
                                                        and Fixture Filing dated 15 April 1999 by MVE, Inc.
                                                        in favor of The Chase Manhattan Bank
------------------------------------------------------- -----------------------------------------------------
16655 Buffalo Speedway, Houston, TX (Leasehold)         Deed of Trust, Assignment of Rents, Security
                                                        Agreement and Fixture Filing, dated 12 April 1999,
                                                        by Northcoast Acquisition Corp. for the benefit of
                                                        The Chase Manhattan Bank
------------------------------------------------------- -----------------------------------------------------
407 7th Street, NW, New Prague, Minnesota (Fee)         Mortgage, Assignment of Rents, security Agreement
                                                        and Fixture Filing dated 15 April 1999 by MVE, Inc.
                                                        in favor of The Chase Manhattan Bank
------------------------------------------------------- -----------------------------------------------------
16655 Buffalo Speedway, Houston, TX (Fee)               Deed o Trust, Assignment of Rents, Security
                                                        Agreement and Fixture Filings dated [  ] February
                                                        2002 by Chart Inc. for the benefit of JPMorgan
                                                        Chase Bank.
------------------------------------------------------- -----------------------------------------------------
</TABLE>

                              Term Loan Agreement

<PAGE>

                                                                     SCHEDULE IV

                  Existing Foreign Subsidiary Pledge Agreements

1.  Chart BioMedical Limited Share Charge Agreement between Chart
    Inc., Chart BioMedical Limited and JPMorgan Chase Bank dated
    February 12, 2003.

2.  Chart Australia Pty, Ltd (formerly known as MVE-Australia Pty,
    Ltd.) Share Mortgage between MVE Inc. and JPMorgan Chase Bank
    (formerly known as The Chase Manhattan Bank) dated 21 April 1999.

                              Term Loan Agreement

<PAGE>

                                                                       EXHIBIT A

                       [Form of Assignment and Assumption]

                            ASSIGNMENT AND ASSUMPTION

                  This Assignment and Assumption (the "Assignment and
Assumption") is dated as of the Effective Date set forth below and is entered
into by and between [Insert name of Assignor] (the "Assignor") and [Insert name
of Assignee] (the "Assignee"). Capitalized terms used but not defined herein
shall have the meanings given to them in the Credit Agreement identified below
(as amended, the "Credit Agreement"), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in
Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full.

                  For an agreed consideration, the Assignor hereby irrevocably
sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases
and assumes from the Assignor, subject to and in accordance with the Standard
Terms and Conditions and the Credit Agreement, as of the Effective Date inserted
by the Administrative Agent as contemplated below (i) all of the Assignor's
rights and obligations in its capacity as a Lender under the Credit Agreement
and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the respective
facilities identified below (including any letters of credit, guarantees, and
swingline loans included in such facilities) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and any
other right of the Assignor (in its capacity as a Lender) against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of
the foregoing, including contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the "Assigned Interest"). Such sale and
assignment is without recourse to the Assignor and, except as expressly provided
in this Assignment and Assumption, without representation or warranty by the
Assignor.

1. Assignor:    ______________________________

2. Assignee:    ______________________________
                [and is an Affiliate/Approved Fund of [identify Lender]/1/]

3. Borrower: Chart Industries, Inc.

4. Administrative Agent: JPMorgan Chase Bank, as the administrative agent under
the

______________________________
/1/  Select as applicable

<PAGE>

                                    Credit Agreement

5.  Credit Agreement:               The $120,000,000 Term Loan
                                    Agreement dated as of September 15, 2003
                                    among Chart Industries, Inc., the Lenders
                                    parties thereto and JPMorgan Chase Bank, as
                                    Administrative Agent

                                      -2-

<PAGE>

6. Assigned Interest:

<TABLE>
<CAPTION>
------------------------------ ----------------------------- ----------------------------- ---------------------------
       Loans Assigned           Aggregate Amount of Loans      Amount of Loans Assigned      Percentage Assigned of
                                     for all Lenders                                                  Loans/2/
------------------------------ ----------------------------- ----------------------------- ---------------------------
<S>                            <C>                           <C>                           <C>
Loans                          $                             $                                               %
------------------------------ ----------------------------- ----------------------------- ---------------------------
</TABLE>


Effective Date:  _____________  ___, 200__ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

                                           ASSIGNOR

                                           [NAME OF ASSIGNOR]


                                           By:______________________________
                                              Title:

                                           ASSIGNEE

                                           [NAME OF ASSIGNEE]


                                           By:______________________________
                                              Title:


_______________________
/2/ Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder.

                                      -3-

<PAGE>

[Consented to and]/3/ Accepted:

JPMORGAN CHASE BANK,
  as Administrative Agent

By_________________________________
  Title:

[Consented to:]/4/

CHART INDUSTRIES, INC.


By________________________________
  Title:

______________________________
/3/ To be added only if the consent of the Administrative Agent is required by
the terms of the Credit Agreement.

/4/ To be added only if the consent of the Borrower is required by the terms of
the Credit Agreement.

                                      -4-

<PAGE>
                                                                         ANNEX 1

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

                  1. Representations and Warranties.

                  1.1 Assignor. The Assignor (a) represents and warrants that
(i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Credit Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Documents or any collateral thereunder, (iii) the
financial condition of the Borrower, any of its Subsidiaries or Affiliates or
any other Person obligated in respect of any Credit Document or (iv) the
performance or observance by the Borrower, any of its Subsidiaries or Affiliates
or any other Person of any of their respective obligations under any Credit
Document.

                  1.2. Assignee. The Assignee (a) represents and warrants that
(i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it satisfies the requirements, if any, specified in the Credit
Agreement that are required to be satisfied by it in order to acquire the
Assigned Interest and become a Lender, (iii) from and after the Effective Date,
it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or
any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment
and Assumption is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by the Assignee;
and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor 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 the Credit
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be
performed by it as a Lender.

                  2. Payments. From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the
Assignor for amounts which have accrued to but excluding the Effective Date and
to the Assignee for amounts which have accrued from and after the Effective
Date.

<PAGE>

                  3. General Provisions. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the law
of the State of New York.

                                       -2-

<PAGE>

                                                                       EXHIBIT B

                    [Form of Guarantee Assumption Agreement]

                         GUARANTEE ASSUMPTION AGREEMENT

                  GUARANTEE ASSUMPTION AGREEMENT dated as of ________ __, ____
by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a ________ corporation (the
"Additional Subsidiary Guarantor"), in favor of JPMorgan Chase Bank, as
administrative agent for the lenders or other financial institutions or entities
party as "Lenders" to the Credit Agreement referred to below (in such capacity,
together with its successors in such capacity, the "Administrative Agent").

                  Chart Industries, Inc., a Delaware corporation, the Subsidiary
Guarantors referred to therein, the Lenders party thereto and the Administrative
Agent are parties to the Term Loan Agreement dated as of September 15, 2003 (as
modified and supplemented and in effect from time to time, the "Credit
Agreement"). Terms defined in the Credit Agreement are used herein with the same
meanings.

                  Pursuant to Section 6.09(a) of the Credit Agreement, the
Additional Subsidiary Guarantor hereby agrees to become a "Subsidiary Guarantor"
for all purposes of the Credit Agreement, and an "Obligor" and an "Issuer" for
all purposes of the Security Agreement (and hereby supplements Annexes 1 through
6 to said Security Agreement as specified in Appendix A). Without limiting the
foregoing, the Additional Subsidiary Guarantor hereby, jointly and severally
with the other Subsidiary Guarantors, guarantees to each Lender and the
Administrative Agent and their respective successors and assigns the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) of all Guaranteed Obligations (as defined in Section 3.01 of the
Credit Agreement) in the same manner and to the same extent as is provided in
Article III of the Credit Agreement. In addition, the Additional Subsidiary
Guarantor hereby makes the representations and warranties set forth in Sections
4.01, 4.02 and 4.03 of the Credit Agreement, and in Section 2 of the Security
Agreement, with respect to itself and its obligations under this Agreement, as
if each reference in such Sections to the Credit Documents included reference to
this Agreement.

                  The Additional Subsidiary Guarantor hereby instructs its
counsel to deliver the opinions referred to in Section 6.09(a) of the Credit
Agreement to the Lenders and the Administrative Agent.

                         Guarantee Assumption Agreement

<PAGE>

                  IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has
caused this Guarantee Assumption Agreement to be duly executed and delivered as
of the day and year first above written.

                           [NAME OF ADDITIONAL SUBSIDIARY
                           GUARANTOR]


                           By ________________________
                              Title:

Accepted and agreed:

JPMORGAN CHASE BANK,
  as Administrative Agent

By ________________________
   Title:

                         Guarantee Assumption Agreement

<PAGE>

                                                                      Appendix A

                  SUPPLEMENTS TO ANNEXES TO SECURITY AGREEMENT


Supplement to Annex 1:

                  [to be completed]


Supplement to Annex 2:

                  [to be completed]


Supplement to Annex 3:

                  [to be completed]


Supplement to Annex 4:

                  [to be completed]


Supplement to Annex 5:

                  [to be completed]


Supplement to Annex 6:

                  [to be completed]

                         Guarantee Assumption Agreement