<PAGE>

                                                                     EXHIBIT 4.1

                                CREDIT AGREEMENT


                          dated as of September 9, 2003

                                      among

                           BIO-RAD LABORATORIES, INC.,

                                  THE LENDERS,


                                  BANK ONE, NA,

                            as Administrative Agent,

                             WELLS FARGO BANK, N.A.

                                       and

                         UNION BANK OF CALIFORNIA, N.A.,

                             as Syndication Agents,

                                       and

                               ABN AMRO BANK N.V.

                                       and

                                  BNP PARIBAS,

                             as Documentation Agents

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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I    DEFINITIONS.....................................................  1

ARTICLE II   THE CREDITS..................................................... 18

   2.1.       Revolving Loans................................................ 18
   2.2.       Repayment...................................................... 19
   2.3.       Ratable Loans; Types of Advances............................... 19
   2.4.       Letters of Credit.............................................. 19
              2.4.1.   Letter of Credit Facility/Determination of
                       Issuing Lender........................................ 19
              2.4.2.   Letter of Credit Participation........................ 19
              2.4.3.   Reimbursement Obligation.............................. 20
              2.4.4.   Cash Collateral....................................... 20
              2.4.5.   Letter of Credit Fees................................. 21
              2.4.6.   Indemnification; Exoneration.......................... 21
              2.4.7.   Transitional Letter of Credit Provisions.............. 22
   2.5.       Swing Line Loans............................................... 22
              2.5.1.   Amount of Swing Line Loans............................ 22
              2.5.2.   Borrowing Notice...................................... 23
              2.5.3.   Making of Swing Line Loans............................ 23
              2.5.4.   Repayment of Swing Line Loans......................... 23
   2.6.       Commitment Fee; Reductions/Increase in Aggregate
              Commitment..................................................... 24
   2.7.       Minimum Amount of Each Advance................................. 26
   2.8.       Optional/Mandatory Pre-payments................................ 27
   2.9.       Method of Selecting Types and Interest Periods for New
              Advances....................................................... 27
   2.10.      Conversion and Continuation of Outstanding Advances............ 28
   2.11.      Changes in Interest Rate, etc.................................. 29
   2.12.      Rates Applicable After Default................................. 29
   2.13.      Method of Payment.............................................. 29
   2.14.      Noteless Agreement; Evidence of Indebtedness................... 30
   2.15.      Telephonic Notices............................................. 31
   2.16.      Interest Payment Dates; Interest and Fee Basis................. 31
   2.17.      Notification of Advances, Interest Rates, Prepayments and
              Commitment Reductions.......................................... 31
   2.18.      Lending Installations.......................................... 31
   2.19.      Non-Receipt of Funds by the Agent.............................. 32
   2.20.      Replacement of Lender.......................................... 32
   2.21.      Market Disruption.............................................. 32
   2.22.      Judgment Currency.............................................. 33

ARTICLE III  YIELD PROTECTION; TAXES......................................... 33

   3.1.       Yield Protection............................................... 33
   3.2.       Changes in Capital Adequacy Regulations........................ 34
   3.3.       Availability of Types of Advances.............................. 34
   3.4.       Funding Indemnification........................................ 35

                                       i

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   3.5.       Taxes.......................................................... 35
   3.6.       Lender Statements; Survival of Indemnity....................... 37

ARTICLE IV   CONDITIONS PRECEDENT............................................ 38

   4.1.       Initial Advance................................................ 38
   4.2.       Each Advance and Letter of Credit.............................. 38

ARTICLE V    REPRESENTATIONS AND WARRANTIES.................................. 38

   5.1.       Existence and Standing......................................... 38
   5.2.       Authorization and Validity..................................... 38
   5.3.       No Conflict; Government Consent................................ 39
   5.4.       Financial Statements........................................... 39
   5.5.       Material Adverse Change........................................ 39
   5.6.       Taxes.......................................................... 39
   5.7.       Litigation and Contingent Obligations.......................... 40
   5.8.       Subsidiaries................................................... 40
   5.9.       ERISA.......................................................... 40
   5.10.      Accuracy of Information........................................ 40
   5.11.      Regulation U................................................... 40
   5.12.      Material Agreements............................................ 41
   5.13.      Compliance With Laws........................................... 41
   5.14.      Ownership of Properties........................................ 41
   5.15.      Plan Assets; Prohibited Transactions........................... 41
   5.16.      Environmental Matters.......................................... 41
   5.17.      Investment Company Act......................................... 42
   5.18.      Public Utility Holding Company Act............................. 42
   5.19.      [Reserved]..................................................... 42
   5.20.      Subordinated Indebtedness...................................... 42
   5.21.      Post-Retirement Benefits....................................... 42
   5.22.      Insurance...................................................... 42
   5.23.      Reportable Transaction......................................... 42

ARTICLE VI    COVENANTS...................................................... 42

   6.1.       Financial Reporting............................................ 43
   6.2.       Use of Proceeds................................................ 44
   6.3.       Notice of Default.............................................. 44
   6.4.       Conduct of Business............................................ 44
   6.5.       Taxes.......................................................... 45
   6.6.       Insurance; Insurance and Condemnation Proceeds................. 45
   6.7.       Compliance with Laws........................................... 45
   6.8.       Maintenance of Properties...................................... 46
   6.9.       Inspection..................................................... 46
   6.10.      Dividends...................................................... 46
   6.11.      Indebtedness................................................... 46
   6.12.      Merger......................................................... 48
   6.13.      Sale of Assets................................................. 48
   6.14.      Investments and Acquisitions................................... 49

                                       ii

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   6.15.      Liens.......................................................... 50
   6.16.      Capital Expenditures........................................... 51
   6.17.      Limitation on Negative Pledge Clauses and Payment
              Restrictions Affecting Subsidiaries............................ 52
   6.18.      [Reserved]..................................................... 53
   6.19.      Affiliates..................................................... 53
   6.20.      Unfunded Liabilities........................................... 53
   6.21.      Subordinated Indebtedness...................................... 53
   6.22.      [Reserved]..................................................... 54
   6.23.      Sale and Leaseback Transactions................................ 54
   6.24.      Contingent Obligations......................................... 54
   6.25.      Financial Contracts............................................ 54
   6.26.      Financial Covenants............................................ 54
              6.26.1.  Interest Coverage Ratio............................... 54
              6.26.2.  Leverage Ratio........................................ 55
              6.26.3.  Minimum Net Worth..................................... 55
              6.26.4.  Pro Forma Calculation................................. 55
   6.27.      Fiscal Year.................................................... 55
   6.28.      Guarantors; Pledges of Equity Interests of Foreign
               Subsidiaries.................................................. 55
   6.29.      Future Liens on Real Property.................................. 56
   6.30.      Restricted Account Agreements.................................. 57

ARTICLE VII  DEFAULTS........................................................ 57

ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.................. 60

   8.1.       Acceleration................................................... 60
   8.2.       Amendments..................................................... 60
   8.3.       Preservation of Rights......................................... 61

ARTICLE IX   GENERAL PROVISIONS.............................................. 61

   9.1.       Survival of Representations.................................... 61
   9.2.       Governmental Regulation........................................ 61
   9.3.       Headings....................................................... 62
   9.4.       Entire Agreement............................................... 62
   9.5.       Several Obligations; Benefits of this Agreement................ 62
   9.6.       Expenses; Indemnification...................................... 62
   9.7.       Numbers of Documents........................................... 63
   9.8.       Accounting..................................................... 63
   9.9.       Severability of Provisions..................................... 63
   9.10.      Nonliability of Lenders........................................ 63
   9.11.      Confidentiality................................................ 63
   9.12.      Disclosure..................................................... 64
   9.13.      Performance of Obligations..................................... 64
   9.14.      Waiver of Notice............................................... 65
   9.15.      Non-Reliance................................................... 65

ARTICLE X    THE AGENT....................................................... 65

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   10.1.      Appointment; Nature of Relationship............................ 65
   10.2.      Powers......................................................... 65
   10.3.      General Immunity............................................... 65
   10.4.      No Responsibility for Loans, Recitals, etc..................... 66
   10.5.      Action on Instructions of Lenders.............................. 66
   10.6.      Employment of Agents and Counsel............................... 66
   10.7.      Reliance on Documents; Counsel................................. 66
   10.8.      Agent's Reimbursement and Indemnification...................... 67
   10.9.      Notice of Default.............................................. 67
   10.10.     Rights as a Lender............................................. 67
   10.11.     Lender Credit Decision......................................... 67
   10.12.     Successor Agent................................................ 68
   10.13.     Agent's Fee.................................................... 68
   10.14.     Delegation to Affiliates....................................... 68
   10.15.     Execution of Collateral Documents.............................. 68
   10.16.     Collateral Releases............................................ 69
   10.17.     Co-Agents, etc................................................. 69

ARTICLE XI   SETOFF; RATABLE PAYMENTS........................................ 69

   11.1.      Setoff......................................................... 69
   11.2.      Ratable Payments............................................... 69
   11.3.      Application of Payments........................................ 69
   11.4.      Relations Among Lenders........................................ 70

ARTICLE XII  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS............... 71

   12.1.      Successors and Assigns......................................... 71
   12.2.      Participations................................................. 71
              12.2.1.  Permitted Participants; Effect........................ 71
              12.2.2.  Voting Rights......................................... 72
              12.2.3.  Benefit of Setoff..................................... 72
   12.3.      Assignments.................................................... 72
              12.3.1.  Permitted Assignments................................. 72
              12.3.2.  Effect; Effective Date................................ 72
   12.4.      Dissemination of Information................................... 73
   12.5.      Tax Treatment.................................................. 73

ARTICLE XIII NOTICES......................................................... 73

   13.1.      Notices........................................................ 73
   13.2.      Change of Address.............................................. 74

ARTICLE XIV  COUNTERPARTS.................................................... 74

ARTICLE XV   CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
             TRIAL........................................................... 74

   15.1.     CHOICE OF LAW................................................... 74
   15.2.     CONSENT TO JURISDICTION......................................... 74
   15.3.     WAIVER OF JURY TRIAL............................................ 74

                                       iv

<PAGE>

EXHIBITS

Exhibit A     -   Compliance Certificate
Exhibit B     -   Assignment and Acceptance
Exhibit C-1   -   Revolving Loan Note
Exhibit C-2   -   Swing Line Loan Note
Exhibit D     -   Commitment and Acceptance

SCHEDULES

Pricing Schedule
Schedule 2.4  -   Existing Letters of Credit
Schedule 4.1  -   List of Closing Documents
Schedule 5.7  -   Litigation
Schedule 5.8  -   Subsidiaries
Schedule 5.22 -   Insurance
Schedule 6.11 -   Indebtedness
Schedule 6.14 -   Investments
Schedule 6.15 -   Liens

                                       v

<PAGE>

                                CREDIT AGREEMENT

     This Agreement, dated as of September 5, 2003, is among Bio-Rad
Laboratories, Inc., the Lenders, Bank One, NA, having its principal office in
Chicago, Illinois, as Administrative Agent, Wells Fargo Bank, N.A. and Union
Bank of California, N.A., as Syndication Agents, and ABN AMRO Bank N.V. and BNP
Paribas, as Documentation Agents. The parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     As used in this Agreement:

     "Acquired Indebtedness" means Indebtedness of any Person existing at the
time such Person becomes a Subsidiary or is merged or consolidated into the
Borrower or one of its Subsidiaries.

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

     "Advance" means a borrowing hereunder, (i) made by some or all of the
Lenders on the same Borrowing Date, or (ii) converted or continued by the
Lenders on the same date of conversion or continuation, consisting, in either
case, of the aggregate amount of the several Loans of the same Type and, in the
case of Eurocurrency Loans, in the same currency and for the same Interest
Period. The term "Advance" shall include Swing Line Loans unless otherwise
expressly provided.

     "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 20% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise. Any member of the
Schwartz Group shall be deemed to be an Affiliate of the Borrower.

     "Agent" means Bank One in its capacity as contractual representative of the
Lenders pursuant to Article X, and not in its individual capacity as a Lender,
and any successor Agent appointed pursuant to Article X.


<PAGE>

     "Aggregate Commitment" means the aggregate of the Commitments of all the
Lenders, as may be adjusted from time to time pursuant to the terms hereof. The
initial Aggregate Commitment is One Hundred Fifty Million Dollars
($150,000,000).

     "Aggregate Outstanding Credit Exposure" means, at any time, the aggregate
of the Outstanding Credit Exposure of all Lenders.

     "Agreed Currencies" means (i) Dollars and (ii) so long as such currency
remains an Eligible Currency, the Euro.

     "Agreement" means this credit agreement, as it may be amended or modified
and in effect from time to time.

     "Agreement Accounting Principles" means generally accepted accounting
principles as in effect from time to time.

     "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

     "Applicable Fee Rate" means, at any time, the percentage rate per annum at
which commitment fees or letter of credit fees are accruing on the unused
portion of the Aggregate Commitment or on the amount available for drawing under
outstanding Letters of Credit, respectively, at such time as set forth in the
Pricing Schedule.

     "Applicable Margin" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

     "Arranger" means Banc One Capital Markets, Inc., a Delaware corporation,
and its successors.

     "Article" means an article of this Agreement unless another document is
specifically referenced.

     "Authorized Officer" means any of the Chairman, President, any Vice
President, Chief Financial Officer or Treasurer of the Borrower, acting singly,
provided that the Agent shall have received an incumbency certificate
identifying such officer by name and title and bearing such officer's signature.

     "Available Aggregate Commitment" means, at any time, the Aggregate
Commitment then in effect minus the Aggregate Outstanding Credit Exposure at
such time.

     "Bank One" means Bank One, NA, a national banking association having its
principal office in Chicago, Illinois, in its individual capacity, and its
successors.

     "Borrower" means Bio-Rad Laboratories, Inc., a Delaware corporation, and
its successors and assigns.

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     "Borrowing Date" means a date on which an Advance is made hereunder.

     "Borrowing Notice" is defined in Section 2.9.

     "Business Day" means (i) with respect to any borrowing, payment or rate
selection of Eurocurrency Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago, New York and Los Angeles for the
conduct of substantially all of their commercial lending activities, interbank
wire transfers can be made on the Fedwire system and dealings in Dollars and the
other Agreed Currencies are carried on in the London interbank market (and, if
the Advances which are the subject of such borrowing, payment or rate selection
are denominated in Euro, a day upon which such clearing system as is determined
by the Agent to be suitable for clearing or settlement of the Euro is open for
business) and (ii) for all other purposes, a day (other than a Saturday or
Sunday) on which banks generally are open in Chicago for the conduct of
substantially all of their commercial lending activities and interbank wire
transfers can be made on the Fedwire system.

     "Buying Lender" is defined in Section 2.6(B)(ii) hereof.

     "Capital Expenditures" means, without duplication, any expenditures for any
purchase or other acquisition of any asset which would be classified as a fixed
or capital asset on a consolidated balance sheet of the Borrower and its
Subsidiaries prepared in accordance with Agreement Accounting Principles,
excluding (i) the trade-in value of equipment or other assets exchanged for
replacement assets, (ii) expenditures of insurance proceeds to rebuild or
replace any asset after a casualty loss and (iii) Permitted Acquisitions.

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

     "Capitalized Lease Obligations" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

     "Cash Equivalent Investments" means (i) direct obligations maturing within
thirteen months from the date of the acquisition thereof issued or fully
guaranteed by the United States of America or any agency thereof and backed by
the full faith and credit of the United States (ii) direct obligations maturing
within thirteen months from the date of the acquisition thereof and issued or
fully guaranteed by any state or territory of the United States of America which
maintains a short term credit quality rating of at least SP-1 or a long term
rating of at least AA- by Standard and Poor's (or the equivalent rating by a
nationally recognized statistical rating organization), (iii) obligations of any
municipal governmental body or special assessment district within the U.S. with
a short term credit quality rating of at least SP-1 or long term credit quality
rating of at least AA- by Standard and Poor's (or the equivalent rating by a
nationally recognized statistical rating organization) maturing within thirteen
months from the date of acquisition thereof , (iv) obligations of any
corporation who maintains a short term credit quality rating of at least A-1 or
a senior long term credit quality rating of at least AA- by Standard & Poor's
(or the equivalent rating by a nationally recognized statistical rating
organization) (corporate securities

                                       3

<PAGE>

may include commercial paper, corporate notes, medium term notes, deposit notes
and floating rate notes) maturing (or currently being called and thus subject to
redemption) within thirteen months from the date of acquisition thereof, (v)
obligations or investments issued or guaranteed by a financial institution who
maintains a short term credit quality rating of at least A-1 or a senior long
term credit quality rating of at least single-A by Standard & Poor's (or the
equivalent rating by a nationally recognized statistical rating organization)
(including bankers acceptances and certificates of deposit) maturing (or
currently being called and thus subject to redemption) within thirteen months
from the date of acquisition thereof, (vi) senior classes of pass-through
securities and mortgage-backed certificates registered under the Securities
Exchange Act of 1933, with a long term credit quality rating of at least AA- by
Standard & Poor's (or the equivalent rating by a nationally recognized
statistical rating organization) maturing within thirteen months from the date
of acquisition thereof, (vii) Public Securities Association (PSA) repurchase
agreements, master notes or deposits with financial institutions that maintain a
short term credit quality rating of at least A-1 or a senior long term credit
quality rating of at least AA- by Standard & Poor's (or the equivalent rating by
a nationally recognized statistical rating organization) maturing within
thirteen months from the date of acquisition thereof, (viii) shares in
open-ended money market mutual funds, the underlying securities of which have a
weighted average maturity that is less than thirteen months, whose assets
maintain an average credit quality rating of at least single-A by Standard &
Poor's (or the equivalent rating by a nationally recognized statistical rating
organization), (ix) auction rate securities with a long term credit quality
rating of AAA by Standard & Poor's (or the equivalent rating by a nationally
recognized statistical rating organization) or with a long term credit quality
rating of at least AA and Aa2 by Standard & Poor's and Moody's respectively (or
the equivalent rating by two nationally recognized statistical rating
organizations) whose scheduled auction resets are within thirteen months from
the date of acquisition thereof, (x) demand deposit accounts maintained in the
ordinary course of business, (xi) securities issued or fully guaranteed by any
foreign government, the securities of which government are rated at least A by
Standard & Poor's (or the equivalent rating by a nationally recognized
statistical rating organization) maturing within thirteen months from the date
of acquisition thereof and (xii) managed funds whose assets have a weighted
average maturity that is less than thirteen months and whose assets maintain an
average credit quality rating of at least single-A by Standard & Poor's (or the
equivalent rating by a nationally recognized statistical rating organization).

     "Change in Control" means:

     (i)   any merger or consolidation of the Borrower with or into any Person
or any sale, transfer or other conveyance, whether direct or indirect, of all or
substantially all of the Borrower's assets, on a consolidated basis, in one
transaction or a series of related transactions, if, immediately after giving
effect to such transaction(s), either (x) any "person" or "group" (other than a
member of the Schwartz Group) is or becomes the "beneficial owner," directly or
indirectly, of more than 40% of the Voting Equity Interests of the transferee(s)
or surviving entity or entities, and the Schwartz Group shall cease to own
beneficially at least a greater percentage of the Voting Equity Interests of the
transferee(s) or surviving entity or entities than such other "person" or
"group" or (y) the Schwartz Group shall cease to own beneficially a greater
percentage of the Voting Equity Interests of such transferee(s) or surviving
entity or entities than any other person or group;

                                       4

<PAGE>

     (ii)  any "person" or "group" (other than a member of the Schwartz Group)
is or becomes the "beneficial owner," directly or indirectly, of more than 40%
of the Borrower's Voting Equity Interests, and the Schwartz Group shall cease to
own beneficially at least a greater percentage of the Borrower's Voting Equity
Interests than such other "person" or "group";

     (iii) the Continuing Directors cease for any reason to constitute a
majority of the Borrower's Board of Directors then in office;

     (iv)  the Borrower adopts a plan of liquidation or dissolution; or

     (v)   any "Change in Control" or "Change of Control" as defined in any
agreement governing Subordinated Indebtedness occurs and as a result thereof the
Borrower is required to prepay or repurchase, or make an offer to prepay or
repurchase, such Subordinated Indebtedness.

     "Closing Date" means the date on which each of the conditions precedent to
the initial Advance set forth in Section 4.1 are satisfied.

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

     "Collateral" means all property and interests in property now owned or
hereafter acquired by the Borrower or any of its Subsidiaries in or upon which a
security interest, lien or mortgage is granted to the Agent, for the benefit of
the Holders of Secured Obligations, or to the Agent, for the benefit of the
Lenders, whether under any Collateral Document or under any of the other Loan
Documents.

     "Collateral Documents" means, collectively, all agreements, instruments and
documents executed in connection with this Agreement that are intended to create
or evidence Liens to secure the Secured Obligations or any Guaranty of the
Secured Obligations, including, without limitation, all security agreements,
pledge agreements, mortgages, deeds of trust, powers, assignments and financing
statements, whether heretofore, now, or hereafter executed by or on behalf of
the Borrower or any of its Subsidiaries and delivered to the Agent or any of the
Lenders, together with all agreements and documents referred to therein or
contemplated thereby.

     "Commitment" means, for each Lender, the obligation of such Lender pursuant
to Section 2.1 to make Revolving Loans and pursuant to Section 2.4.2 to purchase
participations in Letters of Credit and pursuant to Section 2.5 to participate
in Swing Line Loans not exceeding the amount set forth opposite its signature
below or as set forth in any Notice of Assignment relating to any assignment
that has become effective pursuant to Section 12.3.2, as such amount may be
modified from time to time pursuant to the terms hereof.

     "Commitment Increase Notice" is defined in Section 2.6(B)(i) hereof.

     "Computation Date" is defined in Section 2.1(b).

                                       5

<PAGE>

     "Consolidated Capital Expenditures" means, with reference to any period,
the Capital Expenditures of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period.

     "Consolidated EBITDA" means, with reference to any period, Consolidated Net
Income for such period plus, to the extent deducted from revenues in determining
Consolidated Net Income (without duplication), (i) Consolidated Interest Expense
and all non-cash interest expense, (ii) expense for income taxes paid or
accrued, (iii) depreciation, (iv) amortization, (v) extraordinary losses
incurred other than in the ordinary course of business and losses from
discontinued operations, and (vi) any non-cash expenses or non-cash losses and
minus, to the extent included in Consolidated Net Income, extraordinary gains
and gains from discontinued operations, all net of tax, realized other than in
the ordinary course of business, all calculated for the Borrower and its
Subsidiaries on a consolidated basis for such period; provided that the items to
be added to and subtracted from Consolidated Net Income with respect to any
Subsidiary shall be added or subtracted only to the extent and in the same
proportions that (a) the net income of such Subsidiary was included in the
calculation of Consolidated Net Income, if such Subsidiary is not a Wholly-Owned
Subsidiary and (b) the Consolidated EBITDA of such Subsidiary (calculated as if
such Subsidiary were the "Borrower") is permitted to be paid or distributed as a
dividend, advance, loan or other distribution to the Borrower; provided further
that with regard to the net income of any entity in which the Borrower or a
Subsidiary owns an Equity Interest but such Equity Interest is insufficient to
cause such entity to be deemed a "Subsidiary" hereunder, the net income of such
entity shall not be included in the calculation of Consolidated Net Income
except to the extent that such net income was paid or distributed to the
Borrower or the Subsidiary, as applicable, as a dividend or other distribution
on such entity's Equity Interest.

     "Consolidated Funded Indebtedness" means at any time, without duplication,
the aggregate dollar amount of (i) Indebtedness (other than Rate Management
Obligations and similar obligations under other Financial Contracts) of the
Borrower and its Subsidiaries which has actually been funded and is outstanding
at such time, whether or not such amount is due and payable at such time, plus
(ii) undrawn amounts available under issued standby letters of credit, all
calculated on a consolidated basis as of such time.

     "Consolidated Interest Expense" means, with reference to any period, the
cash interest expense of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period.

     "Consolidated Net Income" means, with reference to any period, the net
income (or loss) of the Borrower and its Subsidiaries calculated on a
consolidated basis for such period, provided that Consolidated Net Income shall
exclude the net income, if positive, of any of the Borrower's consolidated
Subsidiaries to the extent that the declaration or payment of dividends of
similar distributions is not at the time permitted by operation of the terms of
its charter or by-laws or any other agreement, instrument, judgment, decree,
order, statute, rule or governmental regulation applicable to such Subsidiary.

     "Consolidated Net Worth" means at any time the consolidated stockholders'
equity of the Borrower and its Subsidiaries calculated on a consolidated basis
as of such time, but without regard to foreign currency translation adjustments.

                                       6

<PAGE>

     "Contingent Obligation" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the Indebtedness of any other Person, or agrees to
maintain the net worth or working capital or other financial condition of any
other Person, or otherwise assures any creditor of such other Person against
loss, including, without limitation, any comfort letter or material take-or-pay
contract.

     "Continuing Directors" means, during any period of 12 consecutive months
after the Closing Date, individuals who at the beginning of any such 12-month
period constituted the Borrower's Board of Directors (together with any new
directors whose election by such Board of Directors or whose nomination for
election by the Borrower's shareholders was approved by a vote of a majority of
the directors then still in office who were either directors at the beginning of
such period or whose election or nomination for election was previously so
approved, including new directors designated in or provided for in an agreement
regarding the merger, consolidation or sale, transfer or other conveyance, of
all or substantially all of the assets of the Borrower, if such agreement was
approved by a vote of such majority of directors).

     "Conversion/Continuation Notice" is defined in Section 2.10.

     "Controlled Group" means all members of a controlled group of corporations
or other business entities and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any of
its Subsidiaries, are treated as a single employer under Section 414 of the
Code.

     "Default" means an event described in Article VII.

     "Dollar Amount" of any currency at any date shall mean (i) the amount of
such currency if such currency is Dollars or (ii) the equivalent in Dollars of
the amount of such currency if such currency is any currency other than Dollars,
calculated on the basis of the arithmetical mean of the buy and sell spot rates
of exchange of the Agent for such currency on the London market at 11:00 a.m.,
London time, on or as of the most recent Computation Date provided for in
Section 2.1. (b).

     "Dollars" and "$" shall mean the lawful currency of the United States of
America.

     "Domestic Subsidiary" means a Subsidiary organized under the laws of the
United States of America, any State thereof or the District of Columbia,
provided however that if pursuant to a Permitted Acquisition the Borrower or any
Subsidiary of the Borrower acquires a Domestic Subsidiary which is directly or
indirectly owned by a Foreign Subsidiary, such acquired Subsidiary shall not be
considered a Domestic Subsidiary until 90 days after the date of its
acquisition.

     "Effective Commitment Amount" is defined in Section 2.6(B)(i) hereof.

     "Eligible Currency" means any currency other than Dollars (i) that is
readily available, (ii) that is freely traded, (iii) in which deposits are
customarily offered to banks in the London interbank market, (iv) which is
convertible into Dollars in the international interbank market and (v) as to
which an Equivalent Amount may be readily calculated.

                                       7

<PAGE>

 "Environmental Laws" means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees, plans, injunctions, permits, concessions, grants, franchises,
licenses, agreements and other governmental restrictions relating to (i) the
protection of the environment, (ii) the effect of the environment on human
health, (iii) emissions, discharges or releases of pollutants, contaminants,
hazardous substances or wastes into surface water, ground water or land, or (iv)
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous substances or
hazardous wastes or the clean-up or other remediation thereof.

     "Equity Interests" means (i) in the case of a corporation, corporate stock,
(ii) in the case of a limited liability company, association or business entity,
any and all shares, interests, participations, ownership or voting rights or
other equivalents (however designated) of corporate stock, (iii) in the case of
a partnership, partnership interests (whether general or limited) and (iv) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person, in each case regardless of class or designation, and all warrants,
options, purchase rights, conversion or exchange rights, voting rights, calls or
claims of any character with respect thereto.

     "Equivalent Amount" of any currency with respect to any amount of Dollars
at any date shall mean the equivalent in such currency of such amount of
Dollars, calculated on the basis of the arithmetical mean of the buy and sell
spot rates of exchange of the Agent for such other currency at 11:00 a.m.,
London time, on the date on or as of which such amount is to be determined.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

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

     "Eurocurrency" means any Agreed Currency.

     "Eurocurrency Advance" means an Advance which, except as otherwise provided
in Section 2.10, bears interest at the applicable Eurocurrency Rate.

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

                                       8

<PAGE>

approximate amount of Bank One's relevant Eurocurrency Loan and having a
maturity equal to such Interest Period.

     "Eurocurrency Loan" means a Loan which, except as otherwise provided in
Section 2.10, bears interest at the applicable Eurocurrency Rate.

     "Eurocurrency Payment Office" of the Agent shall mean, for each of the
Agreed Currencies, Bank One, Chicago, Illinois, or such other office, branch,
affiliate or correspondent bank of the Agent as it may from time to time specify
to the Borrower and each Lender as its Eurocurrency Payment Office.

     "Eurocurrency Rate" means, with respect to a Eurocurrency Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurocurrency
Base Rate applicable to such Interest Period, divided by (b) one minus the
Reserve Requirement (expressed as a decimal) applicable to such Interest Period,
plus (ii) the Applicable Margin. The Eurocurrency Rate shall be rounded to the
next higher multiple of 1/16 of 1% if the rate is not such a multiple.

     "Excluded Taxes" means, in the case of each Lender or applicable Lending
Installation and the Agent, taxes imposed on or measured by its overall net
income or profits, and franchise taxes imposed on it, by (i) the United States
of America (or any state or political subdivision thereof) or (ii) the
jurisdiction under the laws of which such Lender or the Agent is incorporated or
organized or any political subdivision thereof or (iii) the jurisdiction in
which the Agent's or such Lender's principal executive office or such Lender's
applicable Lending Installation is located or any political subdivision thereof.

     "Exhibit" refers to an exhibit to this Agreement, unless another document
is specifically referenced.

     "Existing Credit Agreement" means that certain Credit Agreement dated as of
September 30, 1999, as amended, among the Borrower, the lenders party thereto
and Bank One, as agent.

     "Existing Letters of Credit" is defined in Section 2.4.7.

     "Existing Subordinated Indebtedness" means the Borrower's Senior
Subordinated Notes due 2007 in the principal amount of $2,100,000 which are
outstanding on the Closing Date.

     "Facility Termination Date" means September 5, 2008 or any earlier date on
which the Aggregate Commitment is reduced to zero or otherwise terminated
pursuant to the terms hereof.

     "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Agent from three Federal
funds brokers of recognized standing selected by the Agent in its sole
discretion.

                                       9

<PAGE>

     "Financial Contract" of a Person means (i) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics or (ii) any Rate Management Transaction.

     "Floating Rate" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) the Applicable Margin, in each case
changing when and as the Alternate Base Rate or Applicable Margin, as
applicable, changes.

     "Floating Rate Advance" means an Advance which, except as otherwise
provided in Section 2.10, bears interest at the Floating Rate.

     "Floating Rate Loan" means a Loan which, except as otherwise provided in
Section 2.10, bears interest at the Floating Rate.

     "Foreign Subsidiary" means any Subsidiary that is not a Domestic
Subsidiary.

     "Governmental Authority" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

     "Guarantor" means each Subsidiary that executes a Guaranty pursuant to the
terms of Section 6.28, and its successors and assigns.

     "Guaranty" means an unconditional guaranty of payment of the Secured
Obligations, in form and substance satisfactory to the Agent, executed by any
Subsidiary pursuant to the terms of Section 6.28, in each case as the same may
from time to time be amended, modified, supplemented and/or restated.

     "Holders of Secured Obligations" shall mean the holders of the Secured
Obligations from time to time and shall include their respective successors,
transferees and assigns.

     "Indebtedness" of a Person means, without duplication, such Person's (i)
obligations for borrowed money, (ii) obligations representing the deferred
purchase price of Property or services (other than accounts payable arising in
the ordinary course of such Person's business payable on terms customary in the
trade), (iii) obligations which are evidenced by notes, acceptances, or other
instruments, (iv) obligations of such Person to purchase securities or other
Property arising out of or in connection with the sale of the same or
substantially similar securities or Property, (v) Capitalized Lease Obligations,
(vi) reimbursement obligations with respect to standby letters of credit,
whether drawn or undrawn, (vii) Rate Management Obligations, (viii) Off-Balance
Sheet Liabilities, (ix) all liabilities and obligations of the type described in
the preceding clauses (i) through (viii) of any other Person that such Person
has assumed or guaranteed or that are secured by a Lien on any Property of such
Person (provided that if any such liability or obligation of such other Person
is not the legal liability of such Person, the amount thereof shall be deemed to
be the lesser of (1) the actual amount of such liability or obligation and (2)
the book value of such Person's Property securing such liability or obligation),
and (x) any other obligation for borrowed money or other financial accommodation
which in accordance with Agreement Accounting Principles would be shown as a
liability on the consolidated balance sheet of such Person.

                                       10

<PAGE>

     "Intercompany Indebtedness" means any Indebtedness owed by the Borrower or
any Subsidiary to the Borrower or any Subsidiary.

     "Interest Period" means, with respect to a Eurocurrency Advance, a period
of one, two, three or six months commencing on a Business Day selected by the
Borrower pursuant to this Agreement. Such Interest Period shall end on the day
which corresponds numerically to such date the applicable number of months
thereafter, provided, however, that if there is no such numerically
corresponding day in such succeeding month, such Interest Period shall end on
the last Business Day of such succeeding month. If an Interest Period would
otherwise end on a day which is not a Business Day, such Interest Period shall
end on the next succeeding Business Day, provided, however, that if said next
succeeding Business Day falls in a new calendar month, such Interest Period
shall end on the immediately preceding Business Day.

     "Investment" of a Person means any loan, advance (other than commission,
travel and similar advances to officers and employees made in the ordinary
course of business), extension of credit (other than accounts or notes
receivable arising in the ordinary course of business on terms customary in the
trade) or contribution of capital by such Person; stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities (other than
treasury stock) owned by such Person; any deposit accounts and certificate of
deposit owned by such Person; and structured notes, derivative financial
instruments and other similar instruments or contracts owned by such Person.
Payment by a Person under a guaranty by such Person of Indebtedness of another
Person shall be deemed to be an Investment by such Person in such other Person
in the amount of such payment.

     "Issuing Lender" means Bank One and any other Lender that shall have
agreed, in its sole discretion, by written notification to the Borrower and the
Agent, to issue Letters of Credit hereunder, and with respect to the Existing
Letters of Credit only, "Issuing Lender" means Wells Fargo Bank, N.A. or Union
Bank of California, N.A. Each reference to the Issuing Lender herein with
respect to a particular Letter of Credit shall mean the Issuing Lender that
issued or is being requested to issue, such Letter of Credit. In all other
cases, a reference to the Issuing Lender shall mean any Issuing Lender or each
Issuing Lender, as the context may require.

     "L/C Draft" means a draft drawn on the Issuing Lender pursuant to a Letter
of Credit.

     "L/C Interest" shall have the meaning ascribed to such term in Section
2.4.2.

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

     "Lenders" means the lending institutions listed on the signature pages of
this Agreement and their respective successors and assigns. Unless otherwise
specified, the term "Lenders" includes Bank One in its capacity as Swing Line
Lender.

                                       11

<PAGE>

     "Lender Increase Notice" is defined in Section 2.6(B)(i) hereof.

     "Lending Installation" means, with respect to a Lender or the Agent, the
office, branch, subsidiary or affiliate of such Lender or the Agent listed on
the administrative information sheets provided to the Agent in connection
herewith or otherwise selected by such Lender or the Agent pursuant to Section
2.18.

     "Letter of Credit" means any letter of credit issued or to be issued by the
Issuing Lender pursuant to Section 2.4.1 and any Existing Letter of Credit.

     "Leverage Ratio" means, as of any date of calculation, the ratio of (i)
Consolidated Funded Indebtedness outstanding on such date to (ii) Consolidated
EBITDA for the Borrower's then most-recently ended four fiscal quarters.

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

     "Loan" means a Revolving Loan or a Swing Line Loan.

     "Loan Documents" means this Agreement, any Notes issued pursuant to Section
2.14, any Guaranty, the Collateral Documents and the other documents and
agreements contemplated hereby and executed by the Borrower in favor of the
Agent or any Lender.

     "Loan Parties" means the Borrower and each Guarantor.

     "Margin Stock" shall have the meaning assigned thereto in Regulation U.

     "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise) or results of operations
of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the
Borrower and the Guarantors collectively to perform their obligations under the
Loan Documents, or (iii) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Agent or the Lenders thereunder.

     "Material Domestic Subsidiary" means (i) any Domestic Subsidiary (other
than a Guarantor) having assets (other than non-U.S. domiciled assets and Equity
Interests in Foreign Subsidiaries) with a book value of $15,000,000 or more,
(ii) any group of Domestic Subsidiaries (other than Guarantors) on a combined
basis having such assets with a book value of $25,000,000 or more or (iii) any
Domestic Subsidiary that constitutes a Substantial Portion of the Property of
the Borrower and its Subsidiaries.

     "Material Indebtedness" is defined in Section 7.5.

     "Material Subsidiary" means any Subsidiary, or group of Subsidiaries on a
combined basis, that constitutes a Substantial Portion of the Property of the
Borrower and its Subsidiaries.

                                       12

<PAGE>

     "Moody's" mean Moody's Investors Service, Inc.

     "Multiemployer Plan" means a Plan which is a multiemployer plan as defined
in Section 4001(a)(3) of ERISA and to which the Borrower or any member of the
Controlled Group is obligated to make contributions.

     "Non-U.S. Lender" is defined in Section 3.5(iv).

     "Note" means any promissory note issued at the request of a Lender pursuant
to Section 2.14 in the form of Exhibit C-1 or C-2.

     "Obligations" means all unpaid principal of and accrued and unpaid interest
on the Loans, all unpaid Reimbursement Obligations, all accrued and unpaid fees
and all expenses, reimbursements, indemnities and other obligations of the
Borrower to the Lenders or to any Lender, the Swing Line Lender, the Issuing
Lender, the Agent or any indemnified party arising under the Loan Documents.

     "Off-Balance Sheet Liability" of a Person means (i) any repurchase
obligation or recourse liability of such Person with respect to the
collectibility of accounts or notes receivable sold by such Person, (ii) any
liability under any Sale and Leaseback Transaction which is not a Capitalized
Lease, (iii) any liability under any so-called "synthetic lease" transaction
entered into by such Person, or (iv) any obligation arising with respect to any
other transaction which is the functional equivalent of borrowing but which does
not constitute a liability on the balance sheet of such Person, but excluding
from this clause (iv) any lease of Property (other than a Capitalized Lease) by
such Person as lessee which has an original term (including any required
renewals and any renewals effective at the option of the lessor) of one year or
more.

     "Other Taxes" is defined in Section 3.5(ii).

     "Outstanding Credit Exposure" means, with respect to any Lender, at any
particular time, the sum of (i) the outstanding principal Dollar Amount of such
Lender's Pro Rata Share of the Revolving Loans at such time, plus (ii) the
outstanding principal Dollar Amount of such Lender's Pro Rata Share of the Swing
Line Loans at such time, plus (iii) the outstanding Dollar Amount of such
Lender's Pro Rata Share of the L/C Obligations at such time.

     "Participants" is defined in Section 12.2.1.

     "Payment Date" means the last day of each March, June, September and
December.

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

     "Permitted Acquisition" means any Acquisition made by the Borrower or any
of its Subsidiaries, provided that (i) as of the date of the consummation of
such Acquisition, no Default or Unmatured Default shall have occurred and be
continuing or would result from such Acquisition, and the representation and
warranty contained in Section 5.11 shall be true both before and after giving
effect to such Acquisition, (ii) such Acquisition is consummated on a
non-hostile basis pursuant to a negotiated acquisition agreement approved by the
board of directors or other applicable governing body of the seller or entity to
be acquired, and no

                                       13

<PAGE>

material challenge to such Acquisition (excluding the exercise of appraisal
rights) shall be pending or threatened by any shareholder or director of the
seller or entity to be acquired, (iii) the business to be acquired in such
Acquisition is reasonably related to one or more of the fields of enterprise in
which the Borrower and its Subsidiaries are engaged on the Closing Date, (iv) as
of the date of the consummation of such Acquisition, all material approvals
required in connection therewith shall have been obtained, and (v) after giving
effect to such Acquisition, the aggregate amount of consideration consisting of
(collectively, the "Consideration") (A) cash payments for, plus (B) Indebtedness
issued or assumed in connection with, plus (C) the reasonable projected amount
(discounted to present value) of any non-contingent future payments for, plus
(D) stock issued by the Borrower and its Subsidiaries in connection with, all
Acquisitions during any 12 month period shall be equal to or less than
$200,000,000, provided, further that the aggregate amount of Consideration for
all Acquisitions of foreign entities or all or substantially all of the assets
of a business during any such 12 month period shall be equal to or less than
$150,000,000.

     "Permitted Subordinated Indebtedness" means the Borrower's 7.50% Senior
Subordinated Notes due 2013 in the principal amount of $225,000,000 outstanding
on the Closing Date and up to $25,000,000 of additional Indebtedness of the
Borrower, the payment of which is subordinated to payment of the Secured
Obligations and all of the terms and conditions of which are reasonably
acceptable to the Agent and the Required Lenders provided that terms and
conditions substantially similar to those contained in the Indenture dated as of
August 11, 2003 between the Borrower and Wells Fargo Bank, National Association,
as Trustee, shall be deemed to be reasonably acceptable.

     "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

     "Plan" means an employee pension benefit plan which is covered by Title IV
of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group could
reasonably be expected to incur any liability.

     "Pricing Schedule" means the Schedule attached hereto identified as such.

     "Prime Rate" means a rate per annum equal to the prime rate of interest
announced by Bank One or an affiliate of Bank One (which is not necessarily the
lowest rate charged to any customer) from time to time, changing when and as
said prime rate changes.

     "Proposed New Lender" is defined in Section 2.6(B)(i) hereof.

     "Pro Rata Share" means, with respect to any Lender at any time, the
fraction (expressed as a percentage) obtained by dividing (a) such Lender's
Commitment at such time by (b) the Aggregate Commitment at such time; provided,
however, that if the Commitments shall have been terminated at such time, then
such Lender's "Pro Rata Share" shall mean such Lender's Pro Rata Share
immediately before the termination (as subsequently modified by any assignment
permitted under Section 12.3).

                                       14

<PAGE>

     "Property" of a Person means any and all property, whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned, leased or
operated by such Person, including, without limitation, Equity Interests of
Subsidiaries of such Person.

     "Purchasers" is defined in Section 12.3.1.

     "Rate Management Transaction" means any transaction (including an agreement
with respect thereto) now existing or hereafter entered into which is a rate
swap, basis swap, forward rate transaction, commodity swap, commodity option,
equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, forward transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions) or
any combination thereof, whether linked to one or more interest rates, foreign
currencies, commodity prices, equity prices or other financial measures.

     "Rate Management Obligations" of a Person means any and all obligations of
such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions.

     "Regulation D" means Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor thereto or other
regulation or official interpretation of said Board of Governors relating to
reserve requirements applicable to member banks of the Federal Reserve System.

     "Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.

     "Reimbursement Obligation" is defined in Section 2.4.3.

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

     "Required Lenders" means Lenders in the aggregate having more than 50% of
the Aggregate Commitment, or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding more than 50% of the aggregate unpaid principal
amount of the Aggregate Outstanding Credit Exposure.

                                       15

<PAGE>

     "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves), if any, which is imposed under Regulation D on
Eurocurrency liabilities.

     "Revolving Advance" means an Advance consisting of Revolving Loans.

     "Revolving Loan" means, with respect to any Lender, a loan made by such
Lender pursuant to Section 2.1. (or any conversion or continuation thereof).

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

     "Sale and Leaseback Transaction" means any sale or other transfer of
Property by any Person with the intent to lease such Property as lessee.

     "Schedule" refers to a specific schedule to this Agreement, unless another
document is specifically referenced.

     "Schwartz Group" means David and Alice Schwartz, their family and heirs,
and corporations, partnerships and limited liability companies 100% owned by any
of the foregoing and trusts for the benefit of any of the foregoing.

     "Selling Lender" is defined in Section 2.6(B)(ii) hereof.

     "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

     "Secured Obligations" means, collectively, (i) the Obligations and (ii) all
Rate Management Obligations owing to any Lender or any affiliate of any Lender.

     "Security Agreement" means that Security Agreement dated the date of this
Agreement and made by the Borrower in favor of the Agent, for its benefit and
for the benefit of the "Holders of Secured Obligations".

     "Single Employer Plan" means a Plan (other than a Multiemployer Plan)
maintained by the Borrower or any member of the Controlled Group for employees
of the Borrower or any member of the Controlled Group.

     "Subordinated Indebtedness" means the Existing Subordinated Indebtedness
and the Permitted Subordinated Indebtedness.

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

                                       16

<PAGE>

expressly provided, all references herein to a "Subsidiary" shall mean a
Subsidiary of the Borrower.

     "Substantial Portion" means, with respect to the Property of the Borrower
and its Subsidiaries, Property which (i) represents more than 10% of the
consolidated assets of the Borrower and its Subsidiaries as shown in the
consolidated financial statements of the Borrower and its Subsidiaries as at the
end of the four fiscal quarter period ending immediately prior to the fiscal
quarter in which such determination is made, or (ii) is responsible for more
than 10% of the consolidated net income of the Borrower and its Subsidiaries as
reflected in the financial statements referred to in clause (i) above.

     "Subsidiary Reorganization" means a reorganization or restructuring of
certain of the Borrower's Foreign Subsidiaries.

     "Swing Line Borrowing Notice" is defined in Section 2.5.2.

     "Swing Line Lender" means Bank One or such other Lender which may succeed
to its rights and obligations as Swing Line Lender pursuant to the terms of this
Agreement.

     "Swing Line Loan" means a Loan made available to the Borrower by the Swing
Line Lender pursuant to Section 2.5.

     "Taxes" means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings, and any and all liabilities with respect to
the foregoing, but excluding Excluded Taxes.

     "Transferee" is defined in Section 12.4.

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

     "Unfunded Liabilities" means the amount (if any) by which the present value
of all vested and unvested accrued benefits under all Single Employer Plans
exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

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

     "Voting Equity Interests" means Equity Interests which at the time are
entitled to vote in the election of, as applicable, directors, members or
partners generally.

     "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of the
outstanding voting securities of which shall at the time be owned or controlled,
directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries
of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of
such Person, or (ii) any partnership, limited liability

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<PAGE>

company, association, joint venture or similar business organization 100% of the
ownership interests having ordinary voting power of which shall at the time be
so owned or controlled.

     "Working Capital" means, as at any date of determination, the excess, if
any, of (i) the Borrower's consolidated current assets, except cash and Cash
Equivalent Investments, over (ii) the Borrower's consolidated current
liabilities, except current maturities of long-term debt and Revolving Loans as
of such date and all accrued interest as of such date.

     The foregoing definitions shall be equally applicable to both the singular
and plural forms of the defined terms.

                                   ARTICLE II
                                   THE CREDITS

     2.1.   Revolving Loans. (a) Commitment. From and including the date of this
Agreement and prior to the Facility Termination Date, each Lender severally
agrees, on the terms and conditions set forth in this Agreement, to make
Revolving Loans in Agreed Currencies to the Borrower from time to time in Dollar
Amounts not to exceed in the aggregate at any one time outstanding the Dollar
Amount of its Commitment minus the Dollar Amount of its Outstanding Credit
Exposure at such time, provided that all Floating Rate Loans shall be made in
Dollars. Subject to the terms of this Agreement, the Borrower may borrow, repay
and reborrow Revolving Loans at any time prior to the Facility Termination Date.
The Commitments to lend hereunder shall expire on the Facility Termination Date.

     (b)    Determination of Dollar Amounts; Required Payments. The Agent will
determine the Dollar Amount of:

            (i)  each Revolving Advance as of the date two Business Days prior
                 to the Borrowing Date or, if applicable, date of
                 conversion/continuation of such Revolving Advance, and

            (ii) all outstanding Revolving Advances and L/C Obligations on and
                 as of the last Business Day of each quarter and on any other
                 Business Day elected by the Agent in its reasonable discretion
                 or upon instruction by the Required Lenders.

Each day upon or as of which the Agent determines Dollar Amounts as described in
the preceding clauses (i) and (ii) is herein described as a "Computation Date"
with respect to Revolving Advances and L/C Obligations for which a Dollar Amount
is determined on or as of such day. If at any time the Dollar Amount of the
Aggregate Outstanding Credit Exposure (calculated, with respect to those
Revolving Advances and L/C Obligations denominated in Agreed Currencies other
than Dollars, as of the most recent Computation Date with respect thereto)
exceeds 105% of the Aggregate Commitment, the Borrower shall immediately repay
Revolving Advances and/or Swing Line Loans in an aggregate principal amount such
that after giving effect thereto the Dollar Amount of the Aggregate Outstanding
Credit Exposure (calculated, with respect to those Revolving Advances and L/C
Obligations denominated in Agreed Currencies other than Dollars, as of the most
recent Computation Date with respect thereto) does not exceed the Aggregate
Commitment.

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<PAGE>

     2.2.   Repayment. All outstanding Advances and all other unpaid Obligations
shall be paid in full by the Borrower on the Facility Termination Date.

     2.3.   Ratable Loans; Types of Advances. Each Advance hereunder (other than
any Swing Line Loan) shall consist of Revolving Loans made from the several
Lenders ratably in accordance with their respective Pro Rata Shares. The
Advances may be Floating Rate Advances or Eurocurrency Advances, or a
combination thereof, selected by the Borrower in accordance with Sections 2.9
and 2.10, or Swing Line Loans selected by the Borrower in accordance with
Section 2.5. After giving effect to any Advance, unless the Agent shall consent,
there shall not be more than ten (10) different Interest Periods in effect with
respect to all Advances then outstanding.

     2.4.   Letters of Credit.

            2.4.1.  Letter of Credit Facility/Determination of Issuing Lender.
(a) Upon receipt of duly executed applications therefor, and such other
documents, instructions and agreements as the Issuing Lender may reasonably
require, and subject to the provisions of subsection (b) below, Section 2.1 and
Article IV, the Issuing Lender shall issue Letters of Credit denominated in any
Agreed Currency for the account of the Borrower (or for the account of the
Borrower and any of its Subsidiaries, provided that the obligations of any such
Subsidiary under an application for a Letter of Credit, if any, shall be limited
to such Letter of Credit with respect to which it is named as an account party),
on terms as are satisfactory to the Issuing Lender; provided, however, that no
Letter of Credit will be issued for the account of the Borrower by the Issuing
Lender if on the date of issuance, before or after taking such Letter of Credit
into account, (i) the Aggregate Outstanding Credit Exposure exceeds or would
exceed the Aggregate Commitment, or (ii) the aggregate outstanding Dollar Amount
of the L/C Obligations exceeds or would exceed $15,000,000; and provided,
further, that no Letter of Credit shall be issued which has an expiration date
later than the earlier of (A) one year from the date of issuance thereof and (B)
the date which is five (5) Business Days immediately preceding the Facility
Termination Date. Each Letter of Credit may, upon the request of the Borrower,
include a provision whereby such Letter of Credit shall be renewed automatically
for additional consecutive periods of 12 months or less (but not beyond the date
that is five Business Days prior to the Facility Termination Date) unless the
Issuing Lender notifies the beneficiary thereof at least 30 days prior to the
then-applicable expiry date that such Letter of Credit will not be renewed.

     (b)    Upon receipt of a request from the Borrower for the issuance of a
Letter of Credit, the Issuing Lender shall promptly give written notification to
the Agent of the Dollar Amount and Agreed Currency thereof. Within one (1)
Business Day after receipt of such notice, the Agent shall give written
notification to the Issuing Lender as to whether such Letter of Credit may or
may not be issued, based on the criteria set forth in causes (i) and (ii) of the
proviso in subsection (a) above.

            2.4.2.  Letter of Credit Participation. Immediately upon the
issuance of each Letter of Credit by the Issuing Lender hereunder, each Lender
shall be deemed to have automatically, irrevocably and unconditionally purchased
and received from the Issuing Lender an undivided interest and participation in
and to such Letter of Credit, the obligations of the Borrower in respect
thereof, and the liability of the Issuing Lender thereunder (collectively, an

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<PAGE>

"L/C Interest") in an amount equal to the amount available for drawing under
such Letter of Credit multiplied by such Lender's Pro Rata Share.

            The Issuing Lender will notify the Agent promptly upon presentation
to it of an L/C Draft or upon any other draw under a Letter of Credit, and the
Agent will promptly notify each Lender. On or at any time after the Business Day
on which the Issuing Lender makes payment of each such L/C Draft or any other
draw on a Letter of Credit, on demand of the Issuing Lender received by each
Lender not later than 1:00 p.m. (Chicago time) on such Business Day, each Lender
shall make payment on such Business Day to the Agent for the account of the
Issuing Lender, in immediately available funds in the Agreed Currency of such
Letter of Credit, in an amount equal to such Lender's Pro Rata Share of the
amount of the Borrower's unpaid Reimbursement Obligation with respect thereto.

            Upon the Agent's receipt of funds as a result of the Issuing
Lender's payment on an L/C Draft or any other draw on a Letter of Credit issued
by the Issuing Lender, the Agent shall promptly pay such funds to the Issuing
Lender. The obligation of each Lender to pay the Agent for the account of the
Issuing Lender under this Section 2.4.2 shall be unconditional, continuing,
irrevocable and absolute. In the event that any Lender fails to make payment to
the Agent of any amount due under this Section 2.4.2, the Agent shall be
entitled to receive, retain and apply against such obligation the principal and
interest otherwise payable to such Lender hereunder until the Agent on behalf of
the Issuing Lender receives such payment from such Lender or such obligation is
otherwise fully satisfied; provided, however, that nothing contained in this
sentence shall relieve such Lender of its obligation to reimburse the Agent for
such amount in accordance with this Section 2.4.2.

            2.4.3.  Reimbursement Obligation. The Borrower agrees
unconditionally, irrevocably and absolutely upon receipt of notice from the
Agent or the Issuing Lender to pay to the Agent, for the account of the Issuing
Lender or the account of the Lenders, as the case may be, the amount of each
advance which may be drawn under or pursuant to a Letter of Credit issued for
its account or an L/C Draft related thereto (such obligation of the Borrower to
reimburse the Issuing Lender or the Agent for an advance made under a Letter of
Credit or L/C Draft being hereinafter referred to as a "Reimbursement
Obligation" with respect to such Letter of Credit or L/C Draft), each such
payment to be made by the Borrower to the Agent no later than 2:00 p.m. (Chicago
time) on the third Business Day after the Business Day on which the Issuing
Lender makes payment of each such L/C Draft. The Issuing Lender may direct the
Agent to make such demand with respect to Letters of Credit issued by the
Issuing Lender. If, for any reason, the Borrower fails to repay a Reimbursement
Obligation on the day such Reimbursement Obligation arises, then such
Reimbursement Obligation shall bear interest from and after such day, until paid
in full, at the interest rate applicable to a Floating Rate Advance. Such
interest shall be for the account of the Issuing Lender until the Lenders make
payment for their respective participation interests in such Reimbursement
Obligation in accordance with Section 2.4.2.

            2.4.4.  Cash Collateral. Notwithstanding anything to the contrary
herein or in any application for a Letter of Credit, after the occurrence and
during the continuance of a Default, the Borrower shall, upon the Agent's demand
(and, in the case of any Default described in Section 7.6 or 7.7, immediately,
without any demand or the taking of any other action by the

                                       20

<PAGE>

Agent, the Issuing Bank or any Lender), deliver to the Agent for the benefit of
the Lenders, cash, or other collateral of a type satisfactory to the Required
Lenders, having a value, as determined by such Required Lenders, equal to the
aggregate outstanding L/C Obligations of the Borrower. Any such collateral shall
be held by the Agent in a separate account appropriately designated as a cash
collateral account in relation to this Agreement and the Letters of Credit and
retained by the Agent for the benefit of the Lenders as collateral security for
the Borrower's obligations in respect of this Agreement and each of the Letters
of Credit and L/C Drafts. Such amounts shall be applied to reimburse the Agent
or the Issuing Lender, as applicable, for drawings or payments under or pursuant
to Letters of Credit or L/C Drafts, or if no such reimbursement is required, to
payment of such of the other Obligations as the Agent shall determine. If no
Default shall be continuing, amounts remaining in any cash collateral account
established pursuant to this Section 2.4.4. which are not to be applied to
reimburse the Issuing Lender for amounts actually paid or, with respect to a
previously submitted draft, to be paid by the Issuing Lender in respect of a
Letter of Credit or L/C Draft shall be returned to the Borrower (after deduction
of the Agent's reasonable expenses incurred in connection with such cash
collateral account).

            2.4.5.  Letter of Credit Fees. The Borrower agrees to pay in Dollars
(i) quarterly, in arrears, on each Payment Date to the Agent, for the ratable
benefit of the Lenders, a letter of credit fee in the amount of the Applicable
Fee Rate per annum on the aggregate average daily outstanding Dollar Amount
available for drawing under all of the Letters of Credit and (ii) to the Agent
for the benefit of the Issuing Lender, a fronting fee of 1/8 of one percent
(0.125%) of the initial outstanding Dollar Amount available for drawing under
each Letter of Credit (other than the Existing Letters of Credit), payable on
the date of issuance of such Letter of Credit, plus all customary fees and other
issuance, amendment, document examination, negotiation and presentment expenses
and related charges in connection with the issuance, amendment, presentation of
L/C Drafts, and the like customarily charged by the Issuing Lender with respect
to standby and commercial Letters of Credit, including, without limitation,
standard commissions with respect to commercial Letters of Credit, payable at
the time of invoice of such amounts.

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

     (b)    As among the Borrower, the Lenders, the Issuing Lender and the
Agent, the Borrower assumes all risks of the acts and omissions of, or misuse of
such Letter of Credit by, the beneficiary of any Letter of Credit. In
furtherance and not in limitation of the foregoing, subject to the provisions of
the Letter of Credit applications and Letter of Credit reimbursement agreements
executed by the Borrower at the time of request for any Letter of Credit, the
Issuing Lender of a Letter of Credit, the Agent and the Lenders shall not be
responsible (in the absence of gross negligence or willful misconduct in
connection therewith, as determined by the final

                                       21

<PAGE>

judgment of a court of competent jurisdiction): (i) for the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by
any party in connection with the application for and issuance of the Letters of
Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) for the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason; (iii) for failure of the beneficiary of a Letter of
Credit to comply duly with conditions required in order to draw upon such Letter
of Credit; (iv) for errors, omissions, interruptions or delays in transmission
or delivery of any messages, by mail, cable, telegraph, telex, or other similar
form of teletransmission or otherwise; (v) for errors in interpretation of
technical trade terms; (vi) for any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any Letter
of Credit or of the proceeds thereof; (vii) for the misapplication by the
beneficiary of a Letter of Credit of the proceeds of any drawing under such
Letter of Credit; and (viii) for any consequences arising from causes beyond the
control of the Agent, the Issuing Lender and the Lenders, including, without
limitation, any Governmental Acts. None of the above shall affect, impair, or
prevent the vesting of any of the Issuing Lender's rights or powers under this
Section 2.4.6.

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

     (d)    Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 2.4.6. shall survive the payment in full of principal and interest
hereunder, the termination of the Letters of Credit and the termination of this
Agreement.

            2.4.7.  Transitional Letter of Credit Provisions. From and after the
Closing Date, the letters of credit described on Schedule 2.4 (the "Existing
Letters of Credit") shall be deemed to constitute Letters of Credit issued
pursuant to Section 2.4.1. in which the Lenders participate pursuant to Section
2.4.2. Fees shall accrue in respect of the Existing Letters of Credit as
provided in Section 2.4.5. beginning as of the Closing Date.

     2.5.   Swing Line Loans.

            2.5.1.  Amount of Swing Line Loans. Upon the satisfaction of the
conditions precedent set forth in Section 4.2 and, if such Swing Line Loan is to
be made on the date of the initial Advance hereunder, the satisfaction of the
conditions precedent set forth in Section 4.1 as well, from and including the
date of this Agreement and prior to the Facility Termination Date, the Swing
Line Lender may, in its sole discretion, on the terms and conditions set forth
in this Agreement, make Swing Line Loans to the Borrower from time to time, in
Dollars, in an aggregate principal amount not to exceed $15,000,000 at any one
time outstanding, provided that the Dollar Amount of the Aggregate Outstanding
Credit Exposure shall not at any time exceed

                                       22

<PAGE>

the Aggregate Commitment, and provided further that at no time shall the sum of
(i) the Swing Line Lender's Pro Rata Share of the Swing Line Loans, plus (ii)
the outstanding Revolving Loans made by the Swing Line Lender pursuant to
Section 2.1, plus (iii) the outstanding Dollar Amount of the Swing Line Lender's
obligations to purchase participations in the L/C Obligations, exceed the Swing
Line Lender's Commitment at such time. Subject to the terms of this Agreement,
the Borrower may borrow, repay and reborrow Swing Line Loans at any time prior
to the Facility Termination Date.

            2.5.2.  Borrowing Notice. The Borrower shall deliver to the Agent
and the Swing Line Lender irrevocable notice (a "Swing Line Borrowing Notice")
not later than noon (Chicago time) on the Borrowing Date of each Swing Line
Loan, specifying (i) the applicable Borrowing Date (which date shall be a
Business Day), and (ii) the aggregate amount of the requested Swing Line Loan
which shall be an amount not less than $100,000 (and increments of $50,000 if in
excess thereof). The Swing Line Loans shall bear interest at the Floating Rate.

            2.5.3.  Making of Swing Line Loans. Promptly after receipt of a
Swing Line Borrowing Notice, if the Agent has, in its sole discretion, decided
to make the requested Swing Line Loan, the Agent shall notify each Lender by
fax, or other similar form of transmission, of the requested Swing Line Loan.
Not later than 2:00 p.m. (Chicago time) on the applicable Borrowing Date, the
Swing Line Lender may, in its sole discretion make available the Swing Line
Loan, in funds immediately available in Chicago, to the Agent at its address
specified pursuant to Article XIII. The Agent will promptly make the funds so
received from the Swing Line Lender available to the Borrower on the Borrowing
Date at the Agent's aforesaid address. If the Swing Line Lender elects, in its
sole discretion, not to make such Swing Line Loans, the Swing Line Lender shall
promptly notify the Agent, and the Agent shall promptly notify the Borrower and
each Lender.

            2.5.4.  Repayment of Swing Line Loans. Each Swing Line Loan shall be
paid in full by the Borrower on or before the fifth (5th) Business Day after the
Borrowing Date for such Swing Line Loan. In addition, the Swing Line Lender (i)
may at any time in its sole discretion with respect to any outstanding Swing
Line Loan, or (ii) shall on the fifth (5th) Business Day after the Borrowing
Date of any Swing Line Loan, require each Lender (including the Swing Line
Lender) to make a Revolving Loan in the amount of such Lender's Pro Rata Share
of such Swing Line Loan (including, without limitation, any interest accrued and
unpaid thereon), for the purpose of repaying such Swing Line Loan. Not later
than noon (Chicago time) on the date of any notice received pursuant to this
Section 2.5.4, each Lender shall make available its required Revolving Loan, in
funds immediately available in Chicago to the Agent at its address specified
pursuant to Article XIII. Revolving Loans made pursuant to this Section 2.5.4
shall initially be Floating Rate Loans and thereafter may be continued as
Floating Rate Loans or converted into Eurocurrency Loans in the manner provided
in Section 2.10 and subject to the other conditions and limitations set forth in
this Article II. Unless a Lender shall have notified the Swing Line Lender,
prior to its making any Swing Line Loan, that any applicable condition precedent
set forth in Sections 4.1 or 4.2 had not then been satisfied, such Lender's
obligation to make Revolving Loans pursuant to this Section 2.5.4 to repay Swing
Line Loans shall be unconditional, continuing, irrevocable and absolute and
shall not be affected by any circumstances, including, without limitation, (a)
any set-off, counterclaim, recoupment, defense or other right which such Lender
may have against the Agent, the Swing Line Lender or any

                                       23

<PAGE>

other Person, (b) the occurrence or continuance of a Default or Unmatured
Default, (c) any adverse change in the condition (financial or otherwise) of the
Borrower, or (d) any other circumstances, happening or event whatsoever. In the
event that any Lender fails to make payment to the Agent of any amount due under
this Section 2.5.4, the Agent shall be entitled to receive, retain and apply
against such obligation the principal and interest otherwise payable to such
Lender hereunder until the Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied. In addition to the foregoing, if for
any reason any Lender fails to make payment to the Agent of any amount due under
this Section 2.5.4, such Lender shall be deemed, at the option of the Agent, to
have unconditionally and irrevocably purchased from the Swing Line Lender,
without recourse or warranty, an undivided interest and participation in the
applicable Swing Line Loan in the amount of such Revolving Loan, and such
interest and participation may be recovered from such Lender together with
interest thereon at the Federal Funds Effective Rate for each day during the
period commencing on the date of demand and ending on the date such amount is
received. On the Facility Termination Date, the Borrower shall repay in full the
outstanding principal balance of the Swing Line Loans.

     2.6.   Commitment Fee; Reductions/Increase in Aggregate Commitment. (A) The
Borrower agrees to pay to the Agent for the account of each Lender a commitment
fee at a per annum rate equal to the Applicable Fee Rate on the daily unused
portion of such Lender's Commitment (calculated as such Lender's Pro Rata Share
of the Available Aggregate Commitment) from the date hereof to and including the
Facility Termination Date, payable on each Payment Date hereafter and on the
Facility Termination Date. The Borrower may permanently reduce the Aggregate
Commitment in whole, or in part ratably among the Lenders in the minimum amount
of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof), upon
at least three Business Days' prior written notice to the Agent, which notice
shall specify the amount of any such reduction, provided, however, that the
amount of the Aggregate Commitment may not be reduced below the aggregate
principal Dollar Amount of the Aggregate Outstanding Credit Exposure. All
accrued commitment fees shall be payable on the effective date of any
termination of the obligations of the Lenders to make Revolving Loans hereunder.

            (B)  Increase of Commitments. (i) At any time, but not more than
twice, the Borrower may request that the Aggregate Commitment be increased;
provided that, without the prior written consent of all of the Lenders, (a) the
Aggregate Commitment shall at no time exceed $200,000,000 minus the aggregate
amount of all reductions in the Aggregate Commitment previously made pursuant to
Section 2.6(A); and (b) each such request shall be in a minimum amount of at
least $10,000,000 and increments of $5,000,000 in excess thereof. Such request
shall be made in a written notice given to the Agent and the Lenders by the
Borrower not less than twenty (20) Business Days prior to the proposed effective
date of such increase, which notice (a "Commitment Increase Notice") shall
specify the amount of the proposed increase in the Aggregate Commitment and the
proposed effective date of such increase. In the event of such a Commitment
Increase Notice, each of the Lenders shall be given the opportunity to
participate in the requested increase ratably in the proportions that their
respective Commitments bear to the Aggregate Commitment under this Agreement. On
or prior to the date that is fifteen (15) Business Days after receipt of the
Commitment Increase Notice, each Lender shall submit to the Agent a notice
indicating the maximum amount by which it is willing to increase its Commitment
in connection with such Commitment Increase Notice (any such notice to the Agent
being herein a "Lender Increase Notice"). Any Lender which does not submit a
Lender

                                       24

<PAGE>

Increase Notice to the Agent prior to the expiration of such fifteen (15)
Business Day period shall be deemed to have denied any increase in its
Commitment. In the event that the increases of Commitments set forth in the
Lender Increase Notices exceed the amount requested by the Borrower in the
Commitment Increase Notice, the Agent and the Arranger shall have the right,
with the consent of the Borrower, to allocate the amount of increases necessary
to meet the Borrower's Commitment Increase Notice. In the event that the Lender
Increase Notices are less than the amount requested by the Borrower, not later
than three (3) Business Days prior to the proposed effective date the Borrower
may notify the Agent of any financial institution that shall have agreed to
become a "Lender" party hereto (a "Proposed New Lender") in connection with the
Commitment Increase Notice. Any Proposed New Lender shall be subject to the
consent of the Agent (which consent shall not be unreasonably withheld). If the
Borrower shall not have arranged any Proposed New Lender(s) to commit to the
shortfall from the Lender Increase Notices, then the Borrower shall be deemed to
have reduced the amount of its Commitment Increase Notice to the aggregate
amount set forth in the Lender Increase Notices (subject to clause (d) above).
Based upon the Lender Increase Notices, any allocations made in connection
therewith and any notice regarding any Proposed New Lender, if applicable, the
Agent shall notify the Borrower and the Lenders on or before the Business Day
immediately prior to the proposed effective date of the amount of each Lender's
and Proposed New Lenders' Commitment (the "Effective Commitment Amount") and the
amount of the Aggregate Commitment, which amounts shall be effective on the
following Business Day. Any increase in the Aggregate Commitment shall be
subject to the following conditions precedent: (A) as of the date of the
Commitment Increase Notice and as of the proposed effective date of the increase
in the Aggregate Commitment all representations and warranties shall be true and
correct in all material respects as though made on such date and no event shall
have occurred and then be continuing which constitutes a Default or Unmatured
Default, (B) the Borrower, the Agent and each Proposed New Lender or Lender that
shall have agreed to provide a "Commitment" in support of such increase in the
Aggregate Commitment shall have executed and delivered a "Commitment and
Acceptance" substantially in the form of Exhibit D hereto, (C) counsel for the
Borrower and for the Guarantors shall have provided to the Agent supplemental
opinions in form and substance reasonably satisfactory to the Agent and (D) the
Borrower and the Proposed New Lender shall otherwise have executed and delivered
such other instruments and documents as may be required under Article IV or that
the Agent shall have reasonably requested in connection with such increase. If
any fee shall be charged by the Lenders in connection with any such increase,
such fee shall be in accordance with then prevailing market conditions, which
market conditions shall have been reasonably documented by the Agent to the
Borrower. No less than two (2) Business Days prior to the effective date of the
increase of the Aggregate Commitment, the Agent shall notify the Borrower of the
amount of the fee to be charged by the Lenders, and the Borrower may, at least
one (1) Business Day prior to such effective date, cancel its request for the
commitment increase. If the commitment increase is cancelled pursuant to the
immediately preceding sentence, the Borrower's cancelled increase request shall
not be counted towards the Borrower's two increase requests which are permitted
by the first sentence of this Section 2.6(B). Upon satisfaction of the
conditions precedent to any increase in the Aggregate Commitment, the Agent
shall promptly advise the Borrower and each Lender of the effective date of such
increase. Upon the effective date of any increase in the Aggregate Commitment
that is supported by a Proposed New Lender, such Proposed New Lender shall be a
party to this Agreement as a Lender and shall have the rights and obligations of
a Lender hereunder. Nothing

                                       25

<PAGE>

contained herein shall constitute, or otherwise be deemed to be, a commitment on
the part of any Lender to increase its Commitment hereunder at any time.

            (ii)  For purposes of this clause (ii), (A) the term "Buying
Lender(s)" shall mean (1) each Lender the Effective Commitment Amount of which
is greater than its Commitment prior to the effective date of any increase in
the Aggregate Commitment and (2) each Proposed New Lender that is allocated an
Effective Commitment Amount in connection with any Commitment Increase Notice
and (b) the term "Selling Lender(s)" shall mean each Lender whose Commitment is
not being increased from that in effect prior to such increase in the Aggregate
Commitment. Effective on the effective date of any increase in the Aggregate
Commitment pursuant to clause (i) above, each Selling Lender hereby sells,
grants, assigns and conveys to each Buying Lender, without recourse, warranty,
or representation of any kind, except as specifically provided herein, an
undivided percentage in such Selling Lender's right, title and interest in and
to its outstanding Loans in the respective dollar amounts and percentages
necessary so that, from and after such sale, each such Selling Lender's
outstanding Loans shall equal such Selling Lender's Pro Rata Share (calculated
based upon the Effective Commitment Amounts) of the outstanding Loans. Effective
on the effective date of the increase in the Aggregate Commitment pursuant to
clause (i) above, each Buying Lender hereby purchases and accepts such grant,
assignment and conveyance from the Selling Lenders. Each Buying Lender hereby
agrees that its respective purchase price for the portion of the outstanding
Loans purchased hereby shall equal the respective dollar amount necessary so
that, from and after such payments, each Buying Lender's outstanding Loans shall
equal such Buying Lender's Pro Rata Share (calculated based upon the Effective
Commitment Amounts) of the outstanding Loans. Such amount shall be payable on
the effective date of the increase in the Aggregate Commitment by wire transfer
of immediately available funds to the Agent. The Agent, in turn, shall wire
transfer any such funds received to the Selling Lenders, in same day funds, for
the sole account of the Selling Lenders. Each Selling Lender hereby represents
and warrants to each Buying Lender that such Selling Lender owns the Loans being
sold and assigned hereby for its own account and has not sold, transferred or
encumbered any or all of its interest in such Loans, except for participations
which will be extinguished upon payment to Selling Lender of an amount equal to
the portion of the outstanding Loans being sold by such Selling Lender. Each
Buying Lender hereby acknowledges and agrees that, except for each Selling
Lender's representations and warranties contained in the foregoing sentence,
each such Buying Lender has entered into its Commitment and Acceptance with
respect to such increase on the basis of its own independent investigation and
has not relied upon, and will not rely upon, any explicit or implicit written or
oral representation, warranty or other statement of the Lenders or the Agent
concerning the authorization, execution, legality, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or the other Loan
Documents. The Borrower hereby agrees to compensate each Selling Lender for all
losses, expenses and liabilities incurred by each Lender in connection with the
sale and assignment of any Eurocurrency Rate Loan hereunder on the terms and in
the manner as set forth in Section 3.4.

     2.7.   Minimum Amount of Each Advance. Each Eurocurrency Advance in Dollars
shall be in the minimum amount of $5,000,000 (and in multiples of $1,000,000 if
in excess thereof), each Eurocurrency Advance in Euro shall be in the minimum
amount of EUR 5,000,000 (and in multiples of EUR 1,000,000 if in excess
thereof), and each Floating Rate Advance (other than an Advance to repay Swing
Line Loans) shall be in the minimum amount of

                                       26

<PAGE>

$250,000 (and in multiples of $250,000 if in excess thereof), provided, however,
that any Floating Rate Advance may be in the amount of the unused Aggregate
Commitment.

     2.8.   Optional/Mandatory Pre-payments. (A) The Borrower may from time to
time pay, without penalty or premium, all outstanding Floating Rate Advances
(other than Swing Line Loans), or, in a minimum aggregate amount of $250,000 or
any integral multiple of $250,000 in excess thereof, any portion of the
outstanding Floating Rate Advances (other than Swing Line Loans) upon notice to
the Agent not later than 12:00 noon (Chicago time) on the date of payment (which
shall be a Business Day). The Borrower may at any time pay, without penalty or
premium, all outstanding Swing Line Loans, or, in a minimum amount of $100,000
and increments of $50,000 in excess thereof, any portion of the outstanding
Swing Line Loans, with notice to the Agent and the Swing Line Lender by 11:00
a.m. (Chicago time) on the date of repayment. The Borrower may from time to time
pay, subject to the payment of any funding indemnification amounts required by
Section 3.4 but without penalty or premium, all outstanding Eurocurrency
Advances, or, in a minimum aggregate amount of $5,000,000 or any integral
multiple of $1,000,000 in excess thereof, any portion of the outstanding
Eurocurrency Advances in Dollars upon three Business Days' prior notice to the
Agent, and in a minimum aggregate amount of EUR 5,000,000 or any integral
multiple of EUR 1,000,000 in excess thereof, any portion of the outstanding
Eurocurrency Advances in Euro upon four Business Days' prior notice to the
Agent.

            (B)  If at any time and for any reason (other than fluctuations in
currency exchange rates) the Dollar Amount of the Aggregate Outstanding Credit
Exposure is greater than the Aggregate Commitment, the Borrower shall not later
than the following Business Day make a mandatory prepayment of the Loans in an
amount equal to such excess.

     2.9.   Method of Selecting Types and Interest Periods for New Advances. The
Borrower shall select the Type of Advance and, in the case of each Eurocurrency
Advance, the Interest Period and Agreed Currency applicable thereto from time to
time. The Borrower shall give the Agent irrevocable notice (a "Borrowing
Notice") not later than 12:00 noon (Chicago time) on the Borrowing Date of each
Floating Rate Advance (other than a Swing Line Loan), at least three Business
Days before the Borrowing Date for each Eurocurrency Advance in Dollars and at
least four Business Days before the Borrowing Date for each Eurocurrency Advance
in Euro, specifying:

            (i)    the Borrowing Date, which shall be a Business Day, of such
                   Advance,

            (ii)   the aggregate amount of such Advance,

            (iii)  the Type of Advance selected, and

            (iv)   in the case of each Eurocurrency Advance, the Interest Period
                   and Agreed Currency applicable thereto.

On each Borrowing Date, each Lender shall make available its Loan or Loans, (i)
if such Loan is denominated in Dollars, not later than 2:00 p.m., Chicago time,
in Federal or other funds immediately available to the Agent, in Chicago,
Illinois at its address specified in or pursuant to Article XIII and, (ii) if
such Loan is denominated in an Agreed Currency other than Dollars, not

                                       27

<PAGE>

later than 2:00 p.m., local time, in the city of the Agent's Eurocurrency
Payment Office for such currency, in such funds as may then be customary for the
settlement of international transactions in such currency in the city of and at
the address of the Agent's Eurocurrency Payment Office for such currency. Unless
the Agent determines that any applicable condition specified in Article IV has
not been satisfied, the Agent will make the funds so received from the Lenders
available to the Borrower at the Agent's aforesaid address.

     2.10.  Conversion and Continuation of Outstanding Advances. Floating Rate
Advances (other than Swing Line Loans) shall continue as Floating Rate Advances
unless and until such Floating Rate Advances are converted into Eurocurrency
Advances pursuant to this Section 2.10 or are repaid in accordance with Section
2.8. Each Eurocurrency Advance shall continue as a Eurocurrency Advance until
the end of the then applicable Interest Period therefor, at which time:

            (i)    each such Eurocurrency Advance denominated in Dollars shall
                   be automatically converted into a Floating Rate Advance
                   unless (x) such Eurocurrency Advance is or was repaid in
                   accordance with Section 2.8 or (y) the Borrower shall have
                   given the Agent a Conversion/Continuation Notice (as defined
                   below) requesting that, at the end of such Interest Period,
                   such Eurocurrency Advance either continue as a Eurocurrency
                   Advance for the same or another Interest Period or be
                   converted into a Floating Rate Advance; and

            (ii)   each such Eurocurrency Advance denominated in an Agreed
                   Currency other than Dollars shall automatically continue as a
                   Eurocurrency Advance in the same Agreed Currency with an
                   Interest Period of one month unless (x) such Eurocurrency
                   Advance is or was repaid in accordance with Section 2.8 or
                   (y) the Borrower shall have given the Agent a
                   Conversion/Continuation Notice (as defined below) requesting
                   that, at the end of such Interest Period, such Eurocurrency
                   Advance continue as a Eurocurrency Advance for the same or
                   another Interest Period.

Subject to the terms of Section 2.7, the Borrower may elect from time to time to
convert all or any part of an Advance (other than Swing Line Loans) of any Type
into any other Type or Types of Advances denominated in the same Agreed
Currency; provided that any conversion of any Eurocurrency Advance shall be made
on, and only on, the last day of the Interest Period applicable thereto. The
Borrower shall give the Agent irrevocable notice (a "Conversion/Continuation
Notice") of each conversion of an Advance or continuation of a Eurocurrency
Advance not later than 12:00 noon (Chicago time) at least one Business Day, in
the case of a conversion into a Floating Rate Advance, three Business Days, in
the case of a conversion into or continuation of a Eurocurrency Advance
denominated in Dollars, or four Business Days, in the case of a conversion into
or continuation of a Eurocurrency Advance denominated in an Agreed Currency
other than Dollars, prior to the date of the requested conversion or
continuation, specifying:

                                       28

<PAGE>

            (i)    the requested date, which shall be a Business Day, of such
                   conversion or continuation, and

            (ii)   the Agreed Currency, amount and Type(s) of Advance(s) into
                   which such Advance is to be converted or continued and, in
                   the case of a conversion into or continuation of a
                   Eurocurrency Advance, the duration of the Interest Period
                   applicable thereto.

     2.11.  Changes in Interest Rate, etc. Each Floating Rate Advance (other
than a Swing Line Loan) shall bear interest on the outstanding principal amount
thereof, for each day from and including the date such Advance is made or is
automatically converted from a Eurocurrency Advance into a Floating Rate Advance
pursuant to Section 2.10, to but excluding the date it is paid or is converted
into a Eurocurrency Advance pursuant to Section 2.10 hereof, at a rate per annum
equal to the Floating Rate for such day. Each Swing Line Loan shall bear
interest on the outstanding principal amount thereof, for each day from and
including the day such Swing Line Loan is made to but excluding the date it is
paid, at a rate per annum equal to the Floating Rate for such day. Changes in
the rate of interest on that portion of any Advance maintained as a Floating
Rate Advance will take effect simultaneously with each change in the Alternate
Base Rate. Each Eurocurrency Advance shall bear interest on the outstanding
principal amount thereof from and including the first day of the Interest Period
applicable thereto to (but not including) the last day of such Interest Period
at the interest rate determined by the Agent as applicable to such Eurocurrency
Advance based upon the Borrower's selections under Sections 2.9 and 2.10 and
otherwise in accordance with the terms hereof. No Interest Period may end after
the Facility Termination Date.

     2.12.  Rates Applicable After Default. Notwithstanding anything to the
contrary contained in Section 2.9 or 2.10, during the continuance of a Default
the Required Lenders may, at their option, by notice to the Borrower, declare
that no Advance may be made as, converted into or continued as a Eurocurrency
Advance in Dollars. During the continuance of a Default the Required Lenders
may, at their option, by notice to the Borrower (which notice may be revoked at
the option of the Required Lenders notwithstanding any provision of Section 8.2
requiring unanimous consent of the Lenders to changes in interest rates),
declare that (i) each Eurocurrency Advance shall bear interest for the remainder
of the applicable Interest Period at the rate otherwise applicable to such
Interest Period plus 2% per annum, (ii) each Floating Rate Advance shall bear
interest at a rate per annum equal to the Floating Rate in effect from time to
time plus 2% per annum and (iii) the letter of credit fee payable pursuant to
clause (i) of Section 2.4.5 shall be increased by 2% per annum above the fee
otherwise applicable, provided that, during the continuance of a Default under
Section 7.6 or 7.7, the interest rates and letter of credit fee set forth in
clauses (i), (ii) and (iii) above shall be applicable to all Advances and
Letters of Credit, respectively, without any election or action on the part of
the Agent or any Lender.

     2.13.  Method of Payment. (i) Each Advance shall be repaid and each payment
of interest thereon shall be paid in the currency in which such Advance was
made. All payments of the Obligations hereunder shall be made, without setoff,
deduction, or counterclaim, in immediately available funds to the Agent at
(except as set forth in the next sentence) the Agent's address specified
pursuant to Article XIII, or at any other Lending Installation of the Agent
specified in writing by the Agent to the Borrower, by 2:00 p.m. (local time) at
the place of

                                       29

<PAGE>

payment on the date when due and shall (except with respect to repayments of
Swing Line Loans) be applied ratably by the Agent among the Lenders. All
payments to be made by the Borrower hereunder in any currency other than Dollars
shall be made in such currency on the date due in such funds as may then be
customary for the settlement of international transactions in such currency for
the account of the Agent, at its Eurocurrency Payment Office for such currency
and shall be applied ratably by the Agent among the Lenders. Each payment
delivered to the Agent for the account of any Lender shall be delivered promptly
by the Agent to such Lender in the same type of funds that the Agent received
at, (a) with respect to Floating Rate Loans and Eurocurrency Loans denominated
in Dollars, its address specified pursuant to Article XIII or at any Lending
Installation specified in a notice received by the Agent from such Lender and
(b) with respect to Eurocurrency Loans denominated in an Agreed Currency other
than Dollars, in the funds received from the Borrower at the address of the
Agent's Eurocurrency Payment Office for such currency.

     (ii)   Notwithstanding the foregoing provisions of this Section, if, after
the making of any Advance in any currency other than Dollars, currency control
or exchange regulations are imposed in the country which issues such currency
with the result that the type of currency in which the Advance was made (the
"Original Currency") no longer exists or the Borrower is not able to make
payment to the Agent for the account of the Lenders in such Original Currency,
then all payments to be made by the Borrower hereunder in such currency shall
instead be made when due in Dollars in an amount equal to the Dollar Amount (as
of the date of repayment) of such payment due, it being the intention of the
parties hereto that the Borrower take all risks of the imposition of any such
currency control or exchange regulations.

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

     (ii)   The Agent shall also maintain accounts in which it will record (a)
the amount of each Loan made hereunder, the Agreed Currency and Type thereof and
the Interest Period with respect thereto, (b) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (c) the amount of any sum received by the Agent hereunder
from the Borrower and each Lender's share thereof.

     (iii)  The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be prima facie evidence of the existence and
amounts of the Obligations therein recorded; provided, however, that the failure
of the Agent or any Lender to maintain such accounts or any error therein shall
not in any manner affect the obligation of the Borrower to repay the Obligations
in accordance with their terms.

     (iv)   Any Lender may request that its Loans be evidenced by a promissory
note (a "Note"). In such event, the Borrower shall prepare, execute and deliver
to such Lender a Note payable to the order of such Lender in the form of Exhibit
C-1 and/or C-2, as applicable. Thereafter, the Loans evidenced by such Note and
interest thereon shall at all times (including after any assignment pursuant to
Section 12.3) be represented by one or more Notes payable to

                                       30

<PAGE>

the order of the payee named therein or any assignee pursuant to Section 12.3,
except to the extent that any such Lender or assignee subsequently returns any
such Note for cancellation and requests that such Loans once again be evidenced
as described in paragraphs (i) and (ii) above.

     2.15.  Telephonic Notices. The Borrower hereby authorizes the Lenders and
the Agent to extend, convert or continue Advances, effect selections of Agreed
Currencies and Types of Advances and to transfer funds based on telephonic
notices made by any person or persons the Agent in good faith believes to be
acting on behalf of the Borrower, it being understood that the foregoing
authorization is specifically intended to allow Borrowing Notices and
Conversion/Continuation Notices to be given telephonically. The Borrower agrees
to deliver promptly to the Agent a written confirmation, if such confirmation is
requested by the Agent, of each telephonic notice signed by an Authorized
Officer. If the written confirmation differs in any material respect from the
action taken by the Agent and the Lenders, the records of the Agent and the
Lenders shall govern absent manifest error.

     2.16.  Interest Payment Dates; Interest and Fee Basis. Interest accrued on
each Floating Rate Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the date hereof, on any date on which
the Floating Rate Advance is prepaid, whether due to acceleration or otherwise,
and at maturity. Interest accrued on that portion of the outstanding principal
amount of any Floating Rate Advance converted into a Eurocurrency Advance on a
day other than a Payment Date shall be payable on the date of conversion.
Interest accrued on each Eurocurrency Advance shall be payable on the last day
of its applicable Interest Period, on any date on which the Eurocurrency Advance
is prepaid, whether by acceleration or otherwise, and at maturity. Interest
accrued on each Eurocurrency Advance having an Interest Period longer than three
months shall also be payable on the last day of each three-month interval during
such Interest Period. Interest on Eurocurrency Advances, commitment fees and
letter of credit fees shall be calculated for actual days elapsed on the basis
of a 360-day year, and interest on Floating Rate Advances shall be calculated
for actual days elapsed on the basis of a 365/366 day year. Interest shall be
payable for the day an Advance is made but not for the day of any payment on the
amount paid if payment is received prior to 2:00 p.m. (local time) at the place
of payment. If any payment of principal of or interest on an Advance shall
become due on a day which is not a Business Day, such payment shall be made on
the next succeeding Business Day and, in the case of a principal payment, such
extension of time shall be included in computing interest in connection with
such payment.

     2.17.  Notification of Advances, Interest Rates, Prepayments and Commitment
Reductions. Promptly after receipt thereof (and in any event by 1:00 p.m.,
Chicago time, on the applicable Borrowing Date with respect to a Borrowing
Notice for a Floating Rate Advance), the Agent will notify each Lender of the
contents of each Aggregate Commitment reduction notice, Borrowing Notice, Swing
Line Borrowing Notice, Conversion/Continuation Notice, and repayment notice
received by it hereunder. The Agent will notify each Lender of the interest rate
applicable to each Eurocurrency Advance promptly upon determination of such
interest rate and will give each Lender prompt notice of each change in the
Alternate Base Rate.

     2.18.  Lending Installations. Subject to Section 3.6, each Lender will book
its Loans at the appropriate Lending Installation listed on the administrative
information sheets provided to the Agent in connection herewith or such other
Lending Installation designated by such Lender

                                       31

<PAGE>

in accordance with the final sentence of this Section 2.18. All terms of this
Agreement shall apply to any such Lending Installation and the Loans and any
Notes issued hereunder shall be deemed held by each Lender for the benefit of
any such Lending Installation. Subject to Section 3.6, each Lender may, by
written notice to the Agent and the Borrower in accordance with Article XIII,
designate replacement or additional Lending Installations through which Loans
will be made by it and for whose account Loan payments are to be made.

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

     2.20.  Replacement of Lender. If the Borrower is required pursuant to
Section 3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
Lender's obligation to make or continue, or to convert Floating Rate Advances
into, Eurocurrency Advances shall be suspended pursuant to Section 3.3 (any
Lender so affected an "Affected Lender"), the Borrower may elect to replace such
Affected Lender as a Lender party to this Agreement, provided that no Default or
Unmatured Default shall have occurred and be continuing at the time of such
replacement, and provided further that, concurrently with such replacement, (i)
another bank or other entity which is reasonably satisfactory to the Borrower
and the Agent shall agree, as of such date, to purchase for cash the Advances
and other Obligations owing to the Affected Lender pursuant to an assignment
substantially in the form of Exhibit B and to become a Lender for all purposes
under this Agreement and to assume all obligations of the Affected Lender to be
terminated as of such date and to comply with the requirements of Section 12.3
applicable to assignments, and (ii) the Borrower shall pay to such Affected
Lender in same day funds on the day of such replacement (A) all interest, fees
and other amounts then accrued but unpaid to such Affected Lender by the
Borrower hereunder to and including the date of termination, including without
limitation payments due to such Affected Lender under Sections 3.1, 3.2 and 3.5,
and (B) an amount, if any, equal to the payment which would have been due to
such Lender on the day of such replacement under Section 3.4 had the Loans of
such Affected Lender been prepaid on such date rather than sold to the
replacement Lender.

     2.21.  Market Disruption. Notwithstanding the satisfaction of all
conditions referred to in Article II and Article IV with respect to any Advance
in any Agreed Currency other than Dollars, if there shall occur on or prior to
the date of such Advance any change in national or international financial,
political or economic conditions or currency exchange rates or exchange controls
which would in the reasonable opinion of the Agent or the Required Lenders make
it

                                       32

<PAGE>

impracticable for the Eurocurrency Loans comprising such Advance to be
denominated in the Agreed Currency specified by the Borrower, then the Agent
shall forthwith give notice thereof to the Borrower and the Lenders, and such
Loans shall not be denominated in such Agreed Currency but shall be made on such
Borrowing Date in Dollars, in an aggregate principal amount equal to the Dollar
Amount of the aggregate principal amount specified in the related Borrowing
Notice or Conversion/Continuation Notice, as the case may be, as Floating Rate
Loans, unless the Borrower notifies the Agent prior to 10:00 a.m. on such
Borrowing Date that it elects not to borrow on such date.

     2.22.  Judgment Currency. If for the purposes of obtaining judgment in any
court it is necessary to convert a sum due from the Borrower hereunder in the
currency expressed to be payable herein (the "specified currency") into another
currency, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Agent could purchase the specified
currency with such other currency at the Agent's main Chicago office on the
Business Day preceding that on which final, non-appealable judgment is given.
The obligations of the Borrower in respect of any sum due to any Lender or the
Agent hereunder shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the Business Day
following receipt by such Lender or the Agent (as the case may be) of any sum
adjudged to be so due in such other currency such Lender or the Agent (as the
case may be) may in accordance with normal, reasonable banking procedures
purchase the specified currency with such other currency. If the amount of the
specified currency so purchased is less than the sum originally due to such
Lender or the Agent, as the case may be, in the specified currency, the Borrower
agrees, to the fullest extent that it may effectively do so, as a separate
obligation and notwithstanding any such judgment, to indemnify such Lender or
the Agent, as the case may be, against such loss, and if the amount of the
specified currency so purchased exceeds (a) the sum originally due to any Lender
or the Agent, as the case may be, in the specified currency and (b) any amounts
shared with other Lenders as a result of allocations of such excess as a
disproportionate payment to such Lender under Section 11.2, such Lender or the
Agent, as the case may be, agrees to remit such excess to the Borrower.

                                   ARTICLE III
                             YIELD PROTECTION; TAXES

     3.1.   Yield Protection. If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency first made after the date hereof:

            (i)    subjects any Lender or any applicable Lending Installation to
                   any Taxes, or changes the basis of taxation of payments
                   (other than with respect to Excluded Taxes) to any Lender in
                   respect of its Eurocurrency Loans, or

                                       33

<PAGE>

            (ii)   imposes or increases or deems applicable any reserve,
                   assessment, insurance charge, special deposit or similar
                   requirement against assets of, deposits with or for the
                   account of, or credit extended by, any Lender or any
                   applicable Lending Installation (other than any component of
                   the Reserve Requirement taken into account in determining the
                   interest rate applicable to Eurocurrency Advances), or

            (iii)  imposes any other condition the result of which is to
                   increase the cost to any Lender or any applicable Lending
                   Installation of making, funding or maintaining its
                   Eurocurrency Loans or reduces any amount receivable by any
                   Lender or any applicable Lending Installation in connection
                   with its Eurocurrency Loans, or requires any Lender or any
                   applicable Lending Installation to make any payment
                   calculated by reference to the amount of Eurocurrency Loans
                   held or interest received by it, by an amount reasonably
                   deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Eurocurrency Loans
or Commitment or to reduce the return received by such Lender or applicable
Lending Installation in connection with such Eurocurrency Loans or Commitment,
then, within 15 days of demand by such Lender, the Borrower shall pay such
Lender such additional amount or amounts as will compensate such Lender for such
increased cost or reduction in amount received.

     3.2.   Changes in Capital Adequacy Regulations. If a Lender (including any
Lender in its capacity as the Issuing Lender) reasonably determines that the
amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a Change, then, within 15 days of demand by such
Lender, the Borrower shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
which such Lender reasonably determines is attributable to this Agreement, its
Loans, its L/C Interests or its Commitment to make Loans or to issue or
participate in Letters of Credit hereunder (after taking into account such
Lender's policies as to capital adequacy). "Change" means (i) any change after
the date of this Agreement in the Risk-Based Capital Guidelines or (ii) any
adoption of or change in any other law, governmental or quasi-governmental rule,
regulation, policy, guideline, interpretation, or directive (whether or not
having the force of law) after the date of this Agreement which affects the
amount of capital required or expected to be maintained by any Lender or any
Lending Installation or any corporation controlling any Lender. "Risk-Based
Capital Guidelines" means (i) the risk-based capital guidelines in effect in the
United States on the date of this Agreement and (ii) the corresponding capital
regulations promulgated by regulatory authorities outside the United States
implementing the July 1988 report of the Basle Committee on Banking Regulation
and Supervisory Practices Entitled "International Convergence of Capital
Measurements and Capital Standards", including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.

     3.3.   Availability of Types of Advances. If any Lender determines that
maintenance of its Eurocurrency Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or if the Required Lenders

                                       34

<PAGE>

determine that (i) deposits of a type, currency and maturity appropriate to
match fund Eurocurrency Advances are not available or (ii) the interest rate
applicable to Eurocurrency Advances does not accurately reflect the cost of
making or maintaining Eurocurrency Advances, then the Agent shall suspend the
availability of Eurocurrency Advances (until the Agent shall notify the Borrower
and the Lenders that the circumstances causing such suspension no longer exist)
and require any affected Eurocurrency Advances to be repaid or converted to
Floating Rate Advances, subject to the payment of any funding indemnification
amounts required by Section 3.4.

     3.4.   Funding Indemnification. If any payment of a Eurocurrency Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurocurrency
Advance is not made or converted on the date specified by the Borrower for any
reason other than default by one or more Lenders, the Borrower will indemnify
each Lender (other than any Lender in default of its obligations under this
Agreement) for any loss or cost actually incurred by it resulting therefrom,
including, without limitation, any loss or cost in liquidating or employing
deposits acquired to fund or maintain such Eurocurrency Advance, but in any
event not including lost profits.

     3.5.   Taxes. (i) All payments by the Borrower to or for the account of any
Lender or the Agent hereunder shall be made free and clear of and without
deduction or withholding for any and all Taxes except as required by applicable
law as a result of the failure by such Lender or such Agent (as the case may be)
to provide any form required to be delivered pursuant to Section 3.5(iv) or
Section 3.5(viii) of this Agreement. Subject to Section 3.5(v) of this
Agreement, if the Borrower shall be required by law to deduct or withhold any
Taxes from or in respect of any sum payable hereunder to any Lender or the
Agent, (a) 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 3.5) such Lender or the Agent (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (b) the Borrower shall make such deductions, (c) the
Borrower shall pay the full amount deducted to the relevant authority in
accordance with applicable law and (d) the Borrower shall furnish to the Agent
the original copy of a receipt evidencing payment thereof within 30 days after
such payment is made.

     (ii)   In addition, the Borrower hereby agrees to pay any present or future
stamp or documentary taxes and any other excise or property taxes, charges or
similar levies which arise from any payment made hereunder or from the execution
or delivery of, or otherwise with respect to, this Agreement ("Other Taxes").

     (iii)  Subject to Section 3.5(v) of this Agreement, the Borrower hereby
agrees to indemnify the Agent and each Lender for the full amount of Taxes or
Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on
amounts payable under this Section 3.5) paid by the Agent or such Lender and any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. Payments due under this indemnification shall be made within 30
days of the date the Agent or such Lender makes demand therefor pursuant to
Section 3.6 and delivers to the Borrower (with a copy to the Agent) either (A) a
copy of the receipt issued by a Governmental Authority evidencing payment of
such Taxes or Other Taxes or (B) a certificate as to the amount of such payment
prepared in good faith.

                                       35

<PAGE>

     (iv)   Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "Non-U.S. Lender") agrees that it
will, on or prior to the date of this Agreement (and in the case of a Transferee
that is a Non-U.S. Lender, on or prior to the date such person acquires an
interest in any Loan Document), (i) deliver to each of the Borrower and the
Agent two duly completed copies of United States Internal Revenue Service Form
W-8BEN or W-8ECI, or (ii) in the case of a Non-U.S. Lender claiming exemption
from the withholding of United States federal income tax under Section 881(c) of
the Code with respect to payments of "portfolio interest", deliver two duly
completed copies of United States Internal Revenue Service Form W-8BEN and a
certificate representing that such Lender is not (A) a "bank" for purposes of
Section 881(c) of the Code, (B) a ten-percent shareholder of the Borrower
(within the meaning of Section 871(h)(3)(B) of the Code) or (C) a controlled
foreign corporation related to the Borrower (within the meaning of Section
864(d)(4) of the Code), certifying in either case that such Lender is entitled
to receive all payments under this Agreement without deduction or withholding of
any United States federal income taxes. Each Non-U.S. Lender further undertakes
to deliver to each of the Borrower and the Agent (x) renewals or additional
copies of such form (or any successor form) on or before the date that such form
expires or becomes obsolete, and (y) after the occurrence of any event requiring
a change in the most recent forms so delivered by it, such additional forms or
amendments thereto as may be reasonably requested by the Borrower or the Agent.
All forms or amendments described in the preceding sentence shall certify that
such Lender is entitled to receive all payments under this Agreement without
deduction or withholding of any United States federal income taxes, unless an
event (including without limitation any change in treaty, law or regulation) has
occurred after the date of this Agreement and prior to the date on which any
such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent such Lender from duly completing and
delivering any such form or amendment with respect to it and such Lender advises
the Borrower and the Agent that it is not capable of receiving payments without
any deduction or withholding of United States federal income tax.

     (v)    For any period during which a Non-U.S. Lender has failed to provide
the Borrower with an appropriate form as required pursuant to clause (iv), above
with respect to any payment under the Agreement (unless such failure is due to a
change in treaty, law or regulation, or any change in the interpretation or
administration thereof by any governmental authority, occurring subsequent to
the date of this Agreement), such Non-U.S. Lender shall not be entitled to
indemnification or any additional payments under this Section 3.5 with respect
to Taxes imposed by the United States on such payment. If a Non-U.S. Lender
which is otherwise exempt from or subject to a reduced rate of withholding tax
become subject to Taxes because of its failure to deliver a form required under
clause (iv), above, the Borrower shall take such steps as such Non-U.S. Lender
shall reasonably request to assist such Non-U.S. Lender to recover such Taxes.

     (vi)   Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement pursuant to the
law of any relevant jurisdiction or any treaty shall deliver to the Borrower
(with a copy to the Agent), at the time or times prescribed by applicable law,
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.

                                       36

<PAGE>

     (vii)  If the U.S. Internal Revenue Service or any other governmental
authority of the United States or any other country or any political subdivision
thereof asserts a claim that the Agent did not properly withhold tax from
amounts paid to or for the account of any Lender (because the appropriate form
was not delivered or properly completed, because such Lender failed to notify
the Agent of a change in circumstances which rendered its exemption from
withholding ineffective, or for any other reason), such Lender shall indemnify
the Agent fully for all amounts paid, directly or indirectly, by the Agent as
tax, withholding therefor, or otherwise, including penalties and interest, and
including taxes imposed by any jurisdiction on amounts payable to the Agent
under this subsection, together with all costs and expenses related thereto
(including attorneys fees and time charges of attorneys for the Agent, which
attorneys may be employees of the Agent). The obligations of the Lenders under
this Section 3.5(vii) shall survive the payment of the Obligations and
termination of this Agreement.

     (viii) Any Lender that is a United States person as defined in section
7701(a)(30) of the Code, including any Transferee that is a United States
person, shall deliver to the Borrower (with a copy to the Agent) a statement
signed by an authorized signatory of the Lender that it is a United States
person and, if necessary to avoid U.S. backup withholding, a duly completed and
signed Internal Revenue Service Form W-9 (or successor form) establishing that
the Lender is organized under the laws of the United States and is not subject
to backup withholding.

     (ix)   If any Agent or Lender determines, in its reasonable judgment, that,
based on a final determination, it has received a refund of, or a credit with
respect to, any Taxes or Other Taxes as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts
pursuant to Section 3.5 of this Agreement, it shall pay over such refund or
credit to the Borrower within 10 Business Days of the receipt of such refund or
the use of such credit. This section shall not be construed to require any Agent
or Lender to make available its tax returns (or any other information relating
to its taxes that it deems confidential) to the Borrower or to any other Person.

     3.6.   Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its Eurocurrency Loans to reduce any liability of the Borrower to
such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of
Eurocurrency Advances under Section 3.3, so long as such designation is not, in
the judgment of such Lender, disadvantageous to such Lender. Each Lender shall
deliver a written statement of such Lender to the Borrower (with a copy to the
Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such
written statement shall set forth in reasonable detail the calculations upon
which such Lender determined such amount and shall be final, conclusive and
binding on the Borrower in the absence of manifest error. Determination of
amounts payable under such Sections in connection with a Eurocurrency Loan shall
be calculated as though each Lender funded its Eurocurrency Loan through the
purchase of a deposit of the type, currency and maturity corresponding to the
deposit used as a reference in determining the Eurocurrency Rate applicable to
such Loan, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable within fifteen days after receipt by the Borrower of such written
statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5
shall survive payment of the Obligations and termination of this Agreement.

                                       37

<PAGE>

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

     4.1.   Initial Advance. The Lenders shall not be required to make the
initial Loans hereunder unless (a) the Borrower has furnished to the Agent the
documents listed on the List of Closing Documents attached hereto as Schedule
4.1, (b) the Borrower has paid (or made arrangements to pay concurrently with
the making of the initial Loans) all principal, interest, fees and premiums, if
any, on all loans outstanding under the Existing Credit Agreement and has
terminated such agreement, and (c) the Borrower has paid to the Agent and the
Arranger the fees agreed to in the letter agreement dated July 15, 2003 then due
and owing.

     4.2.   Each Advance and Letter of Credit. The Lenders shall not (except as
otherwise set forth in Section 2.5.4 with respect to Revolving Loans for the
purpose of repaying Swing Line Loans) be required to make any Advance, and the
Issuing Lender shall not be required to issue any Letter of Credit, unless on
the applicable Borrowing Date or date of issuance:

            (i)    There exists no Default or Unmatured Default.

            (ii)   The representations and warranties contained in Article V are
                   true and correct in all material respects as of such
                   Borrowing Date or date of issuance except to the extent any
                   such representation or warranty is stated to relate solely to
                   an earlier date, in which case such representation or
                   warranty shall have been true and correct in all material
                   respects on and as of such earlier date.

     Each Borrowing Notice or Swing Line Borrowing Notice, as the case may be,
with respect to each such Advance and each application with respect to each such
Letter of Credit shall constitute a representation and warranty by the Borrower
that the conditions contained in Section 4.2(i) and (ii) have been satisfied.
Subject to Section 2.10, the conditions contained in this Section 4.2 shall not
apply to the conversion or continuation of all or any portion of any outstanding
Advance.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Lenders that:

     5.1.   Existence and Standing. Each of the Borrower and its Subsidiaries is
a corporation, partnership (in the case of Subsidiaries only) or limited
liability company duly and properly incorporated or organized, as the case may
be, validly existing and (to the extent such concept applies to such entity) in
good standing under the laws of its jurisdiction of incorporation or
organization and has all requisite authority to own, operate and encumber its
Property and to conduct its business, as presently conducted in each
jurisdiction in which its business is conducted, except for any failure to be so
authorized that could not reasonably be expected to have a Material Adverse
Effect.

     5.2.   Authorization and Validity. Each Loan Party has the power and
authority and legal right to execute and deliver the Loan Documents to which it
is a party and to perform its

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<PAGE>

obligations thereunder. The execution and delivery by each Loan Party of the
Loan Documents to which it is a party and the performance of its obligations
thereunder have been duly authorized by proper corporate (or equivalent)
proceedings, and the Loan Documents to which such Loan Party is a party
constitute legal, valid and binding obligations of such Loan Party enforceable
against such Loan Party in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally.

     5.3.   No Conflict; Government Consent. Neither the execution and delivery
by the Loan Parties of the Loan Documents, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof
will violate (i) any law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on the Borrower or any of its Subsidiaries or (ii) the
Borrower's or any Subsidiary's articles or certificate of incorporation,
partnership agreement, certificate of partnership, articles or certificate of
organization, by-laws, or operating or other management agreement, as the case
may be, or (iii) the provisions of any indenture, instrument or agreement to
which the Borrower or any of its Subsidiaries is a party or is subject, or by
which it, or its Property, is bound, or conflict with or constitute a default
thereunder, or result in, or require, the creation or imposition of any Lien in,
of or on the Property of the Borrower or any Subsidiary pursuant to the terms of
any such indenture, instrument or agreement. No order, consent, adjudication,
approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, or other action in respect of any
Governmental Authority which has not been obtained by the Borrower or any of its
Subsidiaries, is required to be obtained by the Borrower or any of its
Subsidiaries in connection with the execution and delivery of the Loan
Documents, the borrowings under this Agreement, the payment and performance by
the Borrower of the Obligations or the legality, validity, binding effect or
enforceability of any of the Loan Documents, except (i) filings, consents or
notices which have been made, obtained or given, or which, if not made, obtained
or given, individually or in the aggregate could not reasonably be expected to
have a Material Adverse Effect, and (ii) filings necessary to create or perfect
security interests in the Collateral.

     5.4.   Financial Statements. The December 31, 2002 audited consolidated
financial statements and the March 31, 2003 unaudited consolidated financial
statements of the Borrower and its Subsidiaries heretofore delivered to the
Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present the consolidated financial condition and operations of the Borrower and
its Subsidiaries at such dates and the consolidated results of their operations
for the periods then ended, subject, in the case of such unaudited financial
statements, to normal year-end adjustments and the absence of notes.

     5.5.   Material Adverse Change. Since December 31, 2002 there has been no
change in the business, Property, condition (financial or otherwise) or results
of operations of the Borrower and its Subsidiaries taken as a whole, which could
reasonably be expected to have a Material Adverse Effect.

     5.6.   Taxes. The Borrower and its Subsidiaries have filed all material
United States federal tax returns and all other material tax returns which are
required to be filed and have paid all material taxes due pursuant to said
returns or pursuant to any assessment received by the

                                       39

<PAGE>

Borrower or any of its Subsidiaries, except such taxes, if any, as are not yet
due and payable or are being contested in good faith and as to which adequate
reserves have been provided in accordance with Agreement Accounting Principles.
No tax liens have been filed and no claims are being asserted with respect to
any such material taxes, except such taxes, if any, as are not yet due and
payable or are being contested in good faith and as to which adequate reserves
have been provided in accordance with Agreement Accounting Principals. The
United States income tax returns of the Borrower and its Subsidiaries have been
audited by the Internal Revenue Service through the fiscal year ended December
31, 1994. The charges, accruals and reserves on the books of the Borrower and
its Subsidiaries in respect of any taxes are adequate in accordance with
Agreement Accounting Principles.

     5.7.   Litigation and Contingent Obligations. Except as set forth on
Schedule 5.7, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their officers,
threatened against or affecting the Borrower or any of its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect or which seeks to
prevent, enjoin or delay the making of any Loans. Other than any liability
incident to any litigation, arbitration or proceeding which (i) could not
reasonably be expected to have a Material Adverse Effect or (ii) is set forth on
Schedule 5.7, the Borrower and its Subsidiaries have no material contingent
obligations not provided for or disclosed in the financial statements referred
to in Section 5.4.

     5.8.   Subsidiaries. Schedule 5.8 contains an accurate list of all
Subsidiaries of the Borrower as of the Closing Date, setting forth their
respective jurisdictions of organization and the percentage of their respective
Equity Interests owned by the Borrower or other Subsidiaries. All of the issued
and outstanding Equity Interests of such Subsidiaries have been (to the extent
such concepts are relevant with respect to such ownership interest) duly
authorized and issued and are fully paid and non-assessable. No Material
Domestic Subsidiaries exist as of the Closing Date.

     5.9.   ERISA. Except as could not reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect: there are no Unfunded
Liabilities under any Single Employer Plans; neither the Borrower nor any other
member of the Controlled Group has incurred, or is reasonably expected to incur,
any withdrawal liability to Multiemployer Plans; each Plan complies in all
material respects with all applicable requirements of law and regulations; no
Reportable Event has occurred with respect to any Plan; neither the Borrower nor
any other member of the Controlled Group has withdrawn from any Plan or
initiated steps to do so; and no steps have been taken to reorganize or
terminate any Plan.

     5.10.  Accuracy of Information. No information, exhibit or report
furnished by the Borrower or any of its Subsidiaries to the Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
materially misleading in a manner relied upon by the Lenders to their detriment.

     5.11.  Regulation U. Neither the Borrower nor any of its Subsidiaries is
engaged in the business of extending credit for the purpose of purchasing or
carrying Margin Stock. After giving effect to the application of proceeds of
each Advance hereunder, the Aggregate

                                       40

<PAGE>

Outstanding Credit Exposure will not exceed the sum of (i) 50% of the value of
all Margin Stock held by the Borrower or any of its Subsidiaries at such time
plus (ii) the value of all Collateral other than Margin Stock at such time.

     5.12.  Material Agreements. Neither the Borrower nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect. Neither the Borrower nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any agreement (other than agreements or instruments
evidencing or governing Indebtedness) to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect.

     5.13.  Compliance With Laws. The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any Governmental Authority having jurisdiction over the conduct
of their respective businesses or the ownership of their respective Property,
except for any failure to comply with any of the foregoing which could not
reasonably be expected to have a Material Adverse Effect.

     5.14.  Ownership of Properties. Except as set forth on Schedule 6.15, on
the date of this Agreement, the Borrower and its Subsidiaries will have good
title, free of all Liens other than those permitted by Section 6.15, to all of
the Property and assets reflected in the Borrower's most recent consolidated
financial statements provided to the Agent as owned by the Borrower and its
Subsidiaries and all other Property material to the Borrower's and its
Subsidiaries' businesses, except as sold or otherwise disposed of in the
ordinary course of business. The Borrower and each Subsidiary (i) owns and/or
possesses all the patents, trademarks, trade names, service marks, copyrights,
licenses and rights with respect to the foregoing necessary for the present
conduct of its business without any known conflict with the rights of others,
and (ii) owns and/or possesses and/or has applied for all the patents,
trademarks, trade names, service marks, copyrights, licenses and rights with
respect to the foregoing necessary for the planned conduct of its business for
the next six months, without any known conflict with the rights of others,
except, with respect to clauses (i) and (ii), where the failure to own and/or
possess any patents, trademarks, trade names, service marks, copyrights,
licenses and/or rights could not reasonably be expected to have a Material
Adverse Effect and/or subject the Borrower or any Subsidiary to any material
liability in connection with any infringement and/or similar cause of action
related to any of the foregoing.

     5.15.  Plan Assets; Prohibited Transactions. The Borrower is not an entity
deemed to hold "plan assets" within the meaning of 29 C.F.R. (S) 2510.3-101 of
an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject
to Title I of ERISA or any plan (within the meaning of Section 4975 of the
Code), and neither the execution of this Agreement nor the making of Loans or
issuance of Letters of Credit hereunder gives rise to a prohibited transaction
(within the meaning of Section 406 of ERISA or Section 4975 of the Code) with
respect to "plan assets" of the Borrower and its Subsidiaries.

     5.16.  Environmental Matters. In the ordinary course of its business, the
officers of the Borrower consider the effect of Environmental Laws on the
business of the Borrower and its Subsidiaries, in the course of which they
identify and evaluate potential risks and liabilities

                                       41

<PAGE>

accruing to the Borrower due to Environmental Laws. On the basis of this
consideration, the Borrower has concluded that Environmental Laws could not
reasonably be expected to have a Material Adverse Effect. Neither the Borrower
nor any Subsidiary has received any notice to the effect that its operations are
not in material compliance with any of the requirements of applicable
Environmental Laws or are the subject of any investigation by any Governmental
Authority evaluating whether any remedial action is needed to respond to a
release of any toxic or hazardous waste or substance into the environment, which
non-compliance or remedial action could reasonably be expected to have a
Material Adverse Effect.

     5.17.  Investment Company Act. Neither the Borrower nor any Subsidiary is
an "investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

     5.18.  Public Utility Holding Company Act. Neither the Borrower nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

     5.19.  [Reserved].

     5.20.  Subordinated Indebtedness. The Secured Obligations constitute senior
indebtedness which is entitled to the benefits of the subordination provisions
of all outstanding Subordinated Indebtedness.

     5.21.  Post-Retirement Benefits. As of the Closing Date, neither the
Borrower nor any of its Subsidiaries has any expected costs of post-retirement
medical and insurance benefits payable to their employees and former employees,
as estimated by the Borrower in accordance with Financial Accounting Standards
Board Statement No. 106.

     5.22.  Insurance. Schedule 5.22 accurately sets forth as of the Closing
Date all insurance policies and programs currently in effect with respect to the
respective properties and assets and business of the Borrower and its Domestic
Subsidiaries, specifying, for each such policy and program, (i) the amount
thereof, (ii) the risks insured against thereby, (iii) the name of the insurer
and each insured party thereunder, (iv) the policy or other identification
number thereof, (v) the expiration date thereof, (vi) the annual premium with
respect thereto, and (vii) any reserves relating to any self-insurance program
that is in effect.

     5.23.  Reportable Transaction. The Borrower does not intend to treat the
Advances as being a "reportable transaction" (within the meaning of Treasury
Regulation Section 1.6011-4). In the event the Borrower determines to take any
action inconsistent with such intention, it will promptly notify the Agent
thereof.

                                   ARTICLE VI
                                    COVENANTS

     During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

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<PAGE>

     6.1.   Financial Reporting. The Borrower will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, and furnish to the Lenders:

            (i)    Within 90 days after the close of each of its fiscal years,
                   an unqualified (except for qualifications relating to changes
                   in accounting principles or practices reflecting changes in
                   generally accepted accounting principles and required or
                   approved by the Borrower's independent certified public
                   accountants) audit report certified by independent certified
                   public accountants acceptable to the Required Lenders,
                   prepared in accordance with Agreement Accounting Principles
                   on a consolidated basis for itself and its Subsidiaries,
                   including balance sheets as of the end of such period,
                   related profit and loss and reconciliation of surplus
                   statements, and a statement of cash flows.

            (ii)   Within 45 days after the close of the first three quarterly
                   periods of each of its fiscal years, for itself and its
                   Subsidiaries, consolidated unaudited balance sheets as at the
                   close of each such period and consolidated profit and loss
                   and reconciliation of surplus statements and a statement of
                   cash flows for the period from the beginning of such fiscal
                   year to the end of such quarter, all certified by its chief
                   financial officer.

            (iii)  As soon as available, but in any event within 90 days after
                   the beginning of each fiscal year of the Borrower, a copy of
                   the plan and forecast (including a projected consolidated
                   balance sheet, income statement and funds flow statement) of
                   the Borrower and its Subsidiaries for such fiscal year.

            (iv)   Within 10 days after the delivery of the Financial Statements
                   required under Section 6.1(i) and within 15 days after the
                   delivery of the financial statements required under Section
                   6.1(ii), a compliance certificate in substantially the form
                   of Exhibit A signed by its Chief Financial Officer or
                   Treasurer showing the calculations necessary to determine
                   compliance with this Agreement and stating that no Default or
                   Unmatured Default exists, or if any Default or Unmatured
                   Default exists, stating the nature and status thereof.

            (v)    Within 270 days after the close of each fiscal year, a
                   statement of the Unfunded Liabilities of each Single Employer
                   Plan, certified as correct by an actuary enrolled under
                   ERISA.

            (vi)   As soon as possible and in any event within 20 days after the
                   Borrower knows that any Reportable Event has occurred with
                   respect to any Plan, a statement, signed by the chief
                   financial officer of the Borrower, describing said Reportable
                   Event and the action which the Borrower proposes to take with
                   respect thereto.

                                       43

<PAGE>

            (vii)  As soon as possible and in any event within 20 days after
                   receipt by the Borrower, a copy of (a) any notice or claim to
                   the effect that the Borrower or any of its Subsidiaries is or
                   may be liable to any Person as a result of the release by the
                   Borrower, any of its Subsidiaries, or any other Person of any
                   toxic or hazardous waste or substance into the environment,
                   and (b) any notice alleging any violation of any federal,
                   state or local environmental, health or safety law or
                   regulation by the Borrower or any of its Subsidiaries, which,
                   in either case, could reasonably be expected to have a
                   Material Adverse Effect.

            (viii) Promptly upon the furnishing thereof to the shareholders of
                   the Borrower, copies of all financial statements, reports and
                   proxy statements so furnished.

            (ix)   Promptly upon the filing thereof, copies of all registration
                   statements and annual, quarterly, monthly or other regular
                   reports which the Borrower or any of its Subsidiaries files
                   with the Securities and Exchange Commission.

            (x)    Such other information (including non-financial information)
                   as the Agent or any Lender may from time to time reasonably
                   request.

            (xi)   (A) Within 5 Business Days after each purchase by the
                   Borrower or any of its Subsidiaries of Margin Stock in the
                   amount of $1,000,000 or more and (B) together with each
                   delivery of a compliance certificate pursuant to Section 6.1
                   (iv), a current list of all Margin Stock (and its current
                   value) held by the Borrower or any of its Subsidiaries.

     6.2.   Use of Proceeds. The Borrower will, and will cause each Subsidiary
to, use the proceeds of the Advances to repay loans outstanding under the
Existing Credit Agreement, for working capital and for other general corporate
purposes. The Borrower will not, nor will it permit any Subsidiary to, use any
of the proceeds of the Advances to purchase or carry any Margin Stock in
violation of Regulation U.

     6.3.   Notice of Default. The Borrower will give prompt notice in writing
to the Lenders of the occurrence of any Default or Unmatured Default and of any
other development, financial or otherwise, which could reasonably be expected to
have a Material Adverse Effect.

     6.4.   Conduct of Business. The Borrower will, and will cause each
Subsidiary to, carry on and conduct its business only in fields of enterprise
substantially the same as or reasonably related to the fields of enterprise in
which it is presently conducted and do all things necessary to remain duly
incorporated or organized, validly existing and (to the extent such concept
applies to such entity) in good standing as a domestic corporation, partnership
or limited liability company in its jurisdiction of incorporation or
organization, as the case may be, and maintain all requisite authority to
conduct its business in each jurisdiction in which its business is conducted, in
each case, except to the extent that a failure to do so could not reasonably be
expected to have a Material Adverse Effect.

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<PAGE>

     6.5.   Taxes. The Borrower will, and will cause each Subsidiary to, timely
file complete and correct United States federal, if applicable, and applicable
foreign, state and local material tax returns required by law and pay when due
all taxes, assessments and governmental charges and levies upon it or its
income, profits or Property which if unpaid might become a Lien on any of the
Collateral, except those which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been set aside if
and to the extent required by Agreement Accounting Principles.

     6.6.   Insurance; Insurance and Condemnation Proceeds. (a) The Borrower
shall maintain for itself and its Domestic Subsidiaries, or shall cause each of
its Domestic Subsidiaries to maintain, in full force and effect the insurance
policies and programs listed on Schedule 5.22 or substantially similar policies
and programs or other policies and programs as reflect coverage that is
reasonably consistent with prudent industry practice. The Borrower shall deliver
to the Agent (i) endorsements to all "All Risk" physical damage insurance
policies on all of the Borrower's and the Guarantors' tangible real and personal
property and assets and business interruption insurance policies naming the
Agent loss payee, and (ii) certificates as to all general liability and other
liability policies naming the Agent an additional insured. In the event the
Borrower or any of its Domestic Subsidiaries, at any time or times hereafter
shall fail to obtain or maintain any of the policies or insurance required
herein or to pay any premium in whole or in part relating thereto within ten
days after written notice from the Agent, then the Agent, without waiving or
releasing any obligations or resulting Default hereunder, may at any time or
times thereafter so long as such failure shall continue (but shall be under no
obligation to do so) obtain and maintain such policies of insurance and pay such
premiums and take any other action with respect thereto which the Agent deems
advisable. All sums so disbursed by the Agent shall constitute part of the
Obligations, payable as provided in this Agreement.

     (b)    The Borrower shall direct (and, if applicable, shall cause any
Guarantor to direct) all insurers under policies of property damage, machinery
and business interruption insurance and payors of any condemnation claim or
award relating to the property to pay all proceeds payable under such policies
or with respect to such claim or award for any loss with respect to the
Collateral directly to the Agent, for the benefit of the Agent and the Holders
of the Secured Obligations. Unless an Unmatured Default or Default shall have
occurred and be continuing, the Agent shall remit such proceeds to the Borrower.
If a Default exists and is continuing, then the Agent shall, at the request of
the Required Lenders, apply such proceeds as a prepayment of the Revolving
Loans. If an Unmatured Default exists, then the Agent shall hold such proceeds
as cash collateral for the Obligations in an interest bearing account until the
earlier to occur of (i) such Unmatured Default becoming a Default (in which
case, the proceeds held in the cash collateral account shall be applied pursuant
to the terms of the immediately preceding sentence) or (ii) the Agent's
determination, in its reasonable discretion, that such Unmatured Default has
been cured or otherwise no longer exists (in which case, the Agent shall remit
such proceeds to the Borrower). Each such policy shall contain a long-form
loss-payable endorsement naming the Agent as loss payee, which endorsement shall
be in form and substance acceptable to the Agent.

     6.7.   Compliance with Laws. The Borrower will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject including,
without limitation, all Environmental Laws, the violation of

                                       45

<PAGE>

which could reasonably be expected to have a Material Adverse Effect and/or
result in the creation of any Lien not permitted by Section 6.15.

     6.8.   Maintenance of Properties. The Borrower will, and will cause each
Subsidiary to, do all things necessary and commercially reasonable to maintain,
preserve, protect and keep its Property in good repair, working order and
condition, ordinary wear and tear excepted, and make all necessary and proper
repairs, renewals and replacements so that its business carried on in connection
therewith may be properly conducted at all times, in each case except to the
extent that a failure to do so could not reasonably be expected to have a
Material Adverse Effect.

     6.9.   Inspection. The Borrower will, and will cause each Subsidiary to,
permit the Agent and the Lenders, by their respective representatives and
agents, to inspect any of the Property, books and financial records of the
Borrower and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Borrower and each Subsidiary, and to
discuss the affairs, finances and accounts of the Borrower and each Subsidiary
with, and to be advised as to the same by, their respective officers, in each
case upon reasonable advance notice and at such reasonable times (during normal
business hours) and intervals as the Agent may designate.

     6.10.  Dividends. The Borrower will not, nor will it permit any Subsidiary
to, declare or pay any dividends or make any distributions on its capital stock
(other than dividends payable in its own capital stock) or redeem, repurchase or
otherwise acquire or retire any of its Equity Interests at any time outstanding,
except that any Subsidiary may declare and pay dividends or make distributions
to the Borrower or to a Wholly-Owned Subsidiary and excluding share repurchases
of the Borrower's capital stock used (i) to fund employee stock purchase plans
and employee stock option plans or (ii) as consideration, in whole or in part,
for any Permitted Acquisition, provided that all such share repurchases do not
exceed $5,000,000 in the aggregate in any fiscal year, and provided further, in
the case of any repurchase of capital stock to be used as described in clause
(ii) above, that no Default or Unmatured Default exists before or after giving
effect to such repurchase. Distributions by Subsidiaries permitted by this
Section 6.10 may include (x) distributions of Equity Interests and/or
Intercompany Indebtedness of Foreign Subsidiaries in connection with the
Subsidiary Reorganization or (y) other Distributions made in connection with the
Subsidiary Reorganization which Distributions are consented to by the Agent
(which consent may be withheld by the Agent in its sole discretion).

     6.11.  Indebtedness. The Borrower will not, nor will it permit any
Subsidiary to, create, incur or suffer to exist any Indebtedness, except:

            (i)    The Loans and Reimbursement Obligations.

            (ii)   Indebtedness (other than Indebtedness of Foreign Subsidiaries
                   and Intercompany Indebtedness) existing on the Closing Date
                   and described in Part I of Schedule 6.11.

            (iii)  Indebtedness arising under Rate Management Transactions and
                   other Financial Contracts permitted by Section 6.25.

            (iv)   The Subordinated Indebtedness.

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<PAGE>

            (v)    Indebtedness (other than Intercompany Indebtedness) of
                   Foreign Subsidiaries not exceeding $25,000,000 (or equivalent
                   in foreign currencies) in aggregate principal amount at any
                   one time outstanding.

            (vi)   Factoring of accounts and notes receivable of Foreign
                   Subsidiaries, provided that (A) such receivables sold without
                   recourse to the selling Foreign Subsidiary shall be sold on
                   commercially reasonable terms and (B) the liabilities of such
                   Foreign Subsidiaries with respect to such receivables sold
                   with recourse to the selling Foreign Subsidiary shall not
                   exceed $10,000,000 (or equivalent in foreign currencies) in
                   the aggregate outstanding at any time.

            (vii)  Indebtedness constituting Contingent Obligations permitted by
                   Section 6.24.

            (viii) Indebtedness incurred pursuant to Sale and Leaseback
                   Transactions, provided that at the time such transaction is
                   entered into (A) no Default or Unmatured Default exists and
                   (B) the Leverage Ratio as of the last day of the most recent
                   fiscal quarter for which the Borrower has delivered financial
                   statements pursuant to Section 6.1 on a pro forma basis as if
                   such Sale and Leaseback Transaction were entered into at the
                   beginning of the four-fiscal quarter period ending on such
                   day would have been equal to or less than 2.50 to 1.00.

            (ix)   Intercompany Indebtedness of the Borrower to any Subsidiary
                   or of any Guarantor to the Borrower or any other Subsidiary
                   or of any Subsidiary that is not a Guarantor to any other
                   Subsidiary that is not a Guarantor; provided that if the
                   Borrower or any Guarantor is the obligor on such Intercompany
                   Indebtedness, such Intercompany Indebtedness shall be
                   expressly subordinate to the payment in full of the Secured
                   Obligations in a manner satisfactory in form and substance to
                   the Agent.

            (x)    Intercompany Indebtedness of any Subsidiary that is not a
                   Guarantor to the Borrower or any Guarantor (i) existing on
                   the Closing Date and described on Part II of Schedule 6.11 or
                   (ii) incurred after the Closing Date in the ordinary course
                   of business.

            (xi)   Other Intercompany Indebtedness, not otherwise permitted by
                   clauses (ix) and (x) above, permitted by Section 6.14(iii).

            (xii)  Other Intercompany Indebtedness incurred in connection with
                   the Subsidiary Reorganization if the incurrence of such
                   Intercompany Indebtedness is consented to by the Agent (which
                   consent may be withheld by the Agent in its sole discretion).

            (xiii) Other Indebtedness (other than Intercompany Indebtedness),
                   not otherwise permitted by clauses (i) through (xii) above,
                   not exceeding $15,000,000 in the aggregate outstanding at any
                   one time.

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<PAGE>

     6.12.  Merger. The Borrower will not, nor will it permit any Subsidiary to,
merge or consolidate with or into any other Person, except that a Subsidiary may
merge (i) into the Borrower or a Wholly-Owned Subsidiary, (ii) in connection
with a Permitted Acquisition or (iii) in connection with the Subsidiary
Reorganization if such merger is consented to by the Agent (which consent may be
withheld by the Agent in its sole discretion), provided, in each case, that if a
Guarantor merges with another Subsidiary, the surviving entity shall be a
Guarantor.

     6.13.  Sale of Assets. The Borrower will not, nor will it permit any
Subsidiary to, lease, sell or otherwise dispose of its Property to any other
Person, except:

            (i)    Sales of inventory in the ordinary course of business.

            (ii)   Sales by Foreign Subsidiaries of accounts receivable and
                   notes receivable permitted by Section 6.11(vi).

            (iii)  Sales or other dispositions of Property in connection with
                   Sale and Leaseback Transactions permitted by Section
                   6.11(viii).

            (iv)   Equipment or other assets traded in or exchanged for
                   replacement assets.

            (v)    Sales or other dispositions of Property by any Foreign
                   Subsidiary to the Borrower or to any other Subsidiary in
                   connection with the Subsidiary Reorganization.

            (vi)   Leases, sales or other dispositions of its Property
                   (excluding leases, sales or other dispositions permitted
                   under clauses (i) through (v) above) that, together with all
                   other Property of the Borrower and its Subsidiaries
                   previously leased, sold or disposed of as permitted by this
                   clause (vi) during the four-fiscal quarter period ending with
                   the fiscal quarter in which any such lease, sale or other
                   disposition occurs, do not constitute a Substantial Portion
                   of the Property of the Borrower and its Subsidiaries,
                   provided that during the continuance of a Default or
                   Unmatured Default, any disposition of Collateral pursuant to
                   this clause (vi) shall be for consideration consisting only
                   of cash and Cash Equivalent Investments.

            (vii)  Dividends or distributions permitted by Section 6.10.

            (viii) Dispositions of Property that constitute Investments
                   permitted by Section 6.14.

            (ix)   Sales or other distributions of Property by the Borrower to
                   any Guarantor or by any Guarantor to the Borrower or any
                   other Guarantor or by any Subsidiary that is not a Guarantor
                   to any other Subsidiary that is not a Guarantor.

            (x)    Sales or other distributions of Property made in connection
                   with the Subsidiary Reorganization if such sales or
                   distributions are consented to

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<PAGE>

                   by the Agent (which consent may be withheld by the Agent in
                   its sole discretion).

     6.14.  Investments and Acquisitions. The Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist any Investments (including
without limitation, loans and advances to, and other Investments in,
Subsidiaries), or commitments therefor, or to create any Subsidiary or to become
or remain a partner in any partnership or joint venture, or to make any
Acquisition of any Person, except:

            (i)    Cash Equivalent Investments.

            (ii)   Investments in Equity Interests in Subsidiaries existing on
                   the Closing Date; Intercompany Indebtedness permitted by
                   Section 6.11 (other than clause (xi) thereof); Intercompany
                   Indebtedness of any Subsidiary to the Borrower which is
                   incurred in the ordinary course of business; and other
                   Investments existing on the Closing Date and described in
                   Schedule 6.14.

            (iii)  Investments by the Borrower or any Guarantor in Subsidiaries
                   other than Guarantors, in addition to Investments permitted
                   by clause (ii) above not to exceed in the aggregate during
                   the term of this Agreement the sum of (A) $15,000,000 (or
                   equivalent in foreign currencies) plus (B) the cumulative
                   amount of repayments of principal, returns of capital and
                   dividends received by the Borrower or any Guarantor from
                   Subsidiaries other than Guarantors on Investments (including
                   existing Investments) in such Subsidiaries. To the extent
                   that the Borrower or any Guarantor makes an Investment in a
                   Subsidiary by converting Intercompany Indebtedness of such
                   Subsidiary to an Equity Interest or Equity Interests in such
                   Subsidiary, such conversion shall not be deemed to be a new
                   Investment for purposes of this clause (iii).

            (iv)   Investments in the Borrower and in Subsidiaries that are
                   Guarantors, and Investments by Subsidiaries that are not
                   Guarantors in other Subsidiaries that are not Guarantors.

            (v)    (A) Permitted Acquisitions and (B) Investments by the
                   Borrower or any Guarantor in Subsidiaries other than
                   Guarantors to be used to fund Permitted Acquisitions,
                   provided that in each case no Default or Unmatured Default
                   exists before or after giving effect to such Permitted
                   Acquisition.

            (vi)   Investments constituting Rate Management Transactions and
                   Financial Contracts permitted by Section 6.25.

            (vii)  Investments constituting Contingent Obligations (or payments
                   thereon) permitted by Section 6.24.

            (viii) Investments in connection with the Subsidiary Reorganization
                   by the Borrower or any Guarantor in Subsidiaries that are not
                   Guarantors to the

                                       49

<PAGE>

                   extent that the investing entity received a payment or
                   Property pursuant to a distribution or other transfer in
                   connection with the Subsidiary Reorganization.

            (ix)   Other Investments made in connection with the Subsidiary
                   Reorganization if such Investments are consented to by the
                   Agent (which consent may be withheld by the Agent in its sole
                   discretion).

            (x)    Other Investments not otherwise permitted by clauses (i)
                   through (ix) above, not exceeding (A) $20,000,000 per
                   Investment and (B) in the aggregate during the term of this
                   Agreement, the sum of (x) $85,000,000 plus (y) the cumulative
                   amount of repayments of principal, returns of capital and
                   dividends received by the Borrower or any Guarantor on
                   Investments made pursuant to this clause (x).

     6.15.  Liens. The Borrower will not, nor will it permit any Subsidiary to,
create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or any of its Subsidiaries, except:

            (i)    Liens for taxes, assessments or governmental charges (other
                   than Liens imposed by the PBGC) or levies on its Property if
                   the same shall not at the time be delinquent or thereafter
                   can be paid without penalty, or are being contested in good
                   faith and by appropriate proceedings and for which adequate
                   reserves shall have been set aside on its books if and to the
                   extent required by Agreement Accounting Principles.

            (ii)   Liens imposed by law, such as carriers', warehousemen's and
                   mechanics' liens and other similar liens arising in the
                   ordinary course of business which secure payment of
                   obligations not more than 60 days past due or which are being
                   contested in good faith by appropriate proceedings and for
                   which adequate reserves shall have been set aside on its
                   books if and to the extent required by Agreement Accounting
                   Principles.

            (iii)  Liens arising out of pledges or deposits under worker's
                   compensation laws, unemployment insurance, old age pensions,
                   or other social security or retirement benefits, or similar
                   legislation.

            (iv)   Utility easements, building restrictions and such other
                   encumbrances or charges against real property as are of a
                   nature generally existing with respect to properties of a
                   similar character and which do not in any material way affect
                   the marketability of the same or interfere with the use
                   thereof in the business of the Borrower or its Subsidiaries.

            (v)    Liens granted to or for the benefit of the Agent, the Lenders
                   and/or the Holders of Secured Obligations pursuant to any
                   Loan Document or Rate Management Transaction.

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<PAGE>

            (vi)   Liens on property of Foreign Subsidiaries in connection with
                   banker's acceptances with maturities not in excess of 180
                   days.

            (vii)  Liens on accounts and notes receivable of Foreign
                   Subsidiaries securing loans and advances to Foreign
                   Subsidiaries permitted by Section 6.11.

            (viii) Liens against equipment, property, or plant leased by the
                   Borrower or any Subsidiary in favor of the lessor thereof.

            (ix)   Purchase money Liens to secure Indebtedness permitted
                   hereunder, and extensions, renewals and refinancing thereof
                   so long as the principal amounts thereof are not increased.

            (x)    Liens to secure the performance of tenders, statutory
                   obligations, bids, leases, government contracts, performance
                   and surety bonds and other similar obligations in the
                   ordinary course of business.

            (xi)   Liens on documents and related property arising in connection
                   with trade letters of credit in the ordinary course of
                   business.

            (xii)  Liens (excluding liens permitted under clauses (i) through
                   (xi) above) existing on the date hereof, the aggregate amount
                   of liabilities secured by which does not exceed $5,000,000.
                   All such Liens securing liabilities in excess of $250,000 are
                   listed on Schedule 6.15 hereto.

            (xiii) Liens on Property of any Foreign Subsidiary in favor of the
                   Borrower or any other Subsidiary created in connection with
                   the Subsidiary Reorganization.

            (xiv)  Liens on Property of any Foreign Subsidiary incurred in
                   connection with the Subsidiary Reorganization if such Liens
                   are consented to by the Agent (which consent may be withheld
                   by the Agent in its sole discretion).

            (xv)   Liens (excluding liens permitted under clauses (i) through
                   (xiv) above) to secure obligations of the Borrower or any
                   Subsidiary, the principal amount of which does not exceed
                   $15,000,000 at any one time.

     6.16.  Capital Expenditures. The Borrower will not, nor will it permit any
Subsidiary to, expend, or be committed to expend, in excess of (i) $70,000,000
for Capital Expenditures during the fiscal year ending December 31, 2003 and
(ii) $60,000,000 for Capital Expenditures during each fiscal year after 2003
(such amount then permitted by the preceding clause (i) or (ii), as applicable,
shall be referred to as the "Base Amount"), provided, however, that for each
fiscal year after 2003, such Base Amount shall be increased by an amount (the
"Carryover Amount") that is the lesser of (i) the excess, if any, of (A) the
maximum aggregate amount of Capital Expenditures (including any Carryover
Amount) permitted pursuant to this Section 6.16 for the immediately preceding
fiscal year over (B) the aggregate amount of actual Capital Expenditures during
such preceding fiscal year and (ii) $15,000,000. Notwithstanding the foregoing,
if the Borrower or any Subsidiary has consummated a Permitted Acquisition, (I)
the Base Amount for

                                       51

<PAGE>

each fiscal year after the fiscal year in which such Permitted Acquisition
occurs shall be increased by an amount equal to 30% of the portion of the
purchase price allocated to plant, property and equipment and (II) the Base
Amount for the fiscal year in which such Permitted Acquisition occurs shall be
increased by an amount equal to the product of (x) the amount equal to 30% of
the portion of the purchase price allocated to plant, property and equipment and
(y) a fraction the numerator of which is the number of full calendar months
remaining in such fiscal year (not including the calendar month in which such
Permitted Acquisition occurs) and the denominator of which is twelve.

     6.17.  Limitation on Negative Pledge Clauses and Payment Restrictions
Affecting Subsidiaries. (a) The Borrower shall not (and shall not suffer or
permit any of its Domestic Subsidiaries to), directly or indirectly, enter into
any agreement with any Person which prohibits or limits the ability of any of
the Borrower or any of its Domestic Subsidiaries to create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired, to secure the Secured Obligations, other than
(i) the agreements evidencing or governing Subordinated Indebtedness, (ii) Lien
restrictions in a Capitalized Lease or other purchase money financing
arrangement permitted hereunder relating to the asset financed thereunder and
(iii) purchase agreements, license agreements, leases and other similar
agreements entered into in the ordinary course of business that prohibit a Lien
on the asset or assets subject to such agreements.

     (b)    The Borrower shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create, assume or suffer to exist any consensual
restriction on the ability of any of its Subsidiaries to pay dividends or make
other distributions to or on behalf of, or to pay any obligation to or on behalf
of, or otherwise to transfer assets or property to or on behalf of, or make or
pay loans or advances to or on behalf of, the Borrower or any of its
Subsidiaries, except

     (1)    restrictions imposed by the agreements and instruments governing or
evidencing the Subordinated Indebtedness,

     (2)    restrictions imposed by applicable law,

     (3)    existing restrictions under Indebtedness of any Subsidiary
outstanding on the Closing Date,

     (4)    restrictions under any Acquired Indebtedness not incurred in
violation of any agreement (including any Equity Interest) relating to any
property, asset, or business acquired by the Borrower or any of its
Subsidiaries, which restrictions in each case existed at the time of
acquisition, were not put in place in connection with or in anticipation of such
acquisition and are not applicable to any Person, other than the Person
acquired, or to any property, asset or business, other than the property, assets
and business so acquired,

     (5)    restrictions with respect solely to any of its Subsidiaries imposed
pursuant to a binding agreement which has been entered into for the sale or
disposition of all or substantially all of the Equity Interests or assets of
such Subsidiary; provided, that such restrictions apply solely to the Equity
Interests or assets of such Subsidiary which are being sold,

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<PAGE>

     (6)    restrictions on transfer contained in purchase money Indebtedness;
provided, that such restrictions relate only to the transfer of the property
acquired with the proceeds of such purchase money Indebtedness,

     (7)    provisions with respect to the disposition or distribution of assets
or property in joint venture agreements, asset sale agreements, stock sale
agreements and other similar agreements entered into in the ordinary course of
business,

     (8)    restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business,

     (9)    in connection with and pursuant to permitted refinancings,
replacements of restrictions imposed pursuant to clauses (3), (4) or (6) or this
clause (9) of this Section 6.17(b) that are not more restrictive taken as a
whole than those being replaced and do not apply to any other Person or assets
than those that would have been covered by the restrictions in the Indebtedness
so refinanced, and

     (10)   restrictions contained in Indebtedness incurred by a Foreign
Subsidiary in accordance with this Agreement; provided, that such restrictions
relate only to one or more Foreign Subsidiaries.

     Notwithstanding the foregoing, (A) customary provisions restricting
subletting or assignment of any lease entered into in the ordinary course of
business, consistent with industry practice and (B) any asset subject to a Lien
which is not prohibited to exist with respect to such asset pursuant to the
terms of this Agreement may be subject to customary restrictions on the transfer
or disposition thereof pursuant to such Lien.

     6.18.  [Reserved].

     6.19.  Affiliates. The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including, without limitation, the
purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate (other than the Borrower and its Wholly-Owned
Subsidiaries) except in the ordinary course of business and pursuant to the
reasonable requirements of the Borrower's or such Subsidiary's business and upon
fair and reasonable terms no less favorable to the Borrower or such Subsidiary
than the Borrower or such Subsidiary would obtain in a comparable arms-length
transaction. Notwithstanding the foregoing, the Borrower may effect the
Subsidiary Reorganization.

     6.20.  Unfunded Liabilities. Except as could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, the
Borrower will not permit any Unfunded Liabilities to exist under any Plan.

     6.21.  Subordinated Indebtedness. The Borrower will not, and will not
permit any Subsidiary to, make any amendment or modification to the indenture,
note or other agreement evidencing or governing any Subordinated Indebtedness
which is adverse to the interests of the Lenders, or directly or indirectly
voluntarily prepay, defease or in substance defease, purchase, redeem, retire or
otherwise acquire, any Subordinated Indebtedness, other than after the issuance
of Permitted Subordinated Indebtedness, the exchange of notes evidencing such
Indebtedness for

                                       53

<PAGE>

notes that have terms substantially identical in all material respects to such
original notes, except that such new notes do not contain terms with respect to
transfer restrictions. No Permitted Subordinated Indebtedness shall bear
interest required to be paid in cash at a rate in excess of 12% per annum. The
Borrower shall exercise any option that permits it to capitalize interest on
Subordinated Indebtedness in excess of 12% per annum. The Borrower shall give
the Agent five Business Days' prior written notice of the terms of any amendment
or modification to the indenture, note or other agreement evidencing or
governing any Subordinated Indebtedness. Notwithstanding the foregoing, so long
as no Default or Unmatured Default shall have occurred and be continuing or
would result, or would be reasonably likely to result, therefrom, the Borrower
may repurchase the Existing Subordinated Indebtedness, provided that such
repurchased Existing Subordinated Indebtedness shall be cancelled and not
reissued.

     6.22.  [Reserved].

     6.23.  Sale and Leaseback Transactions. The Borrower will not, nor will it
permit any Subsidiary to, enter into or suffer to exist any Sale and Leaseback
Transaction other than (i) Sale and Leaseback Transactions permitted by Section
6.11(viii), (ii) Sale and Leaseback Transactions between Foreign Subsidiaries in
connection with the Subsidiary Reorganization and (iii) Sale and Leaseback
Transactions entered into in connection with the Subsidiary Reorganization which
Sale and Leaseback Transactions are consented to by the Agent (which consent may
be withheld by the Agent in its sole discretion).

     6.24.  Contingent Obligations. The Borrower will not, nor will it permit
any Subsidiary to, make or suffer to exist any Contingent Obligation (including,
without limitation, any Contingent Obligation with respect to the obligations of
a Subsidiary), except (i) by endorsement of instruments for deposit or
collection in the ordinary course of business, (ii) guaranties of Indebtedness
permitted by Section 6.11, provided that only Guarantors shall guarantee
Subordinated Indebtedness, (iii) guaranties by the Borrower or any Subsidiary of
employee credit card obligations in the ordinary course of business, (iv)
recourse obligations in connection with the factoring of accounts and notes
receivable of Foreign Subsidiaries, (v) guaranties and other Contingent
Obligations of the Borrower or any Subsidiary with respect to obligations of any
Subsidiary and (vi) other Contingent Obligations not otherwise permitted by
clauses (i) through (v) above not exceeding $10,000,000 in the aggregate
outstanding at any one time.

     6.25.  Financial Contracts. The Borrower will not, nor will it permit any
Subsidiary to, enter into or remain liable upon any Financial Contract, except
Financial Contracts pursuant to which the Borrower or any Subsidiary has hedged
its reasonably estimated interest rate, foreign currency or commodity exposure.

     6.26.  Financial Covenants.

            6.26.1. Interest Coverage Ratio. The Borrower will not permit the
ratio, determined as of the end of each of its fiscal quarters for the then
most-recently ended four fiscal quarters, of (i) Consolidated EBITDA to (ii)
Consolidated Interest Expense to be less than 4.00 to 1 for each fiscal quarter
ending on or after September 30, 2003.

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          6.26.2. Leverage Ratio. The Borrower will not permit the ratio,
determined as of the end of each of its fiscal quarters, of (i) Consolidated
Funded Indebtedness to (ii) Consolidated EBITDA for the then most-recently ended
four fiscal quarters to be greater than and 3.25 to 1 for each fiscal quarter
ending on or after September 30, 2003.

          6.26.3. Minimum Net Worth. The Borrower will at all times maintain
Consolidated Net Worth of not less than the sum of (i) $358,875,000, plus (ii)
50% of Consolidated Net Income earned in each fiscal quarter beginning with the
quarter ending September 30, 2003 (without deduction for losses), plus (iii) 50%
of the amount of any addition to the consolidated stockholders' equity of the
Borrower and its Subsidiaries at any time resulting from the issuance or sale of
any Equity Interests by the Borrower after June 30, 2003.

          6.26.4. Pro Forma Calculation. In the event that the Borrower or any
Subsidiary shall have consummated a Permitted Acquisition or an Investment in a
joint venture during any four fiscal quarter period for which any financial
covenant contained in this Section 6.26 is calculated, such financial covenant
shall be calculated as if such Permitted Acquisition or Investment (including
any Indebtedness incurred in connection therewith) had been consummated on the
first day of such four fiscal quarter period, provided that the Borrower shall
not include such Permitted Acquisition or Investment in the calculation of
Consolidated EBITDA, unless the Borrower shall have delivered to the Lenders, at
or prior to the time financial statements as of the last day of such four fiscal
quarter period are delivered to the Lenders pursuant to Section 6.1, audited
financial statements of the acquired business or Person or joint venture, as the
case may be, stated in Dollars and presented in conformity with U.S. generally
accepted accounting principles, and covering the period from the first day of
such four fiscal quarter period to the actual date of the consummation of such
Permitted Acquisition. Prior to the consummation of any Permitted Acquisition
for Consideration in excess of $30,000,000 or at any time the Borrower has
consummated Permitted Acquisitions having Consideration of more than $50,000,000
in the aggregate since the end of the most recent Fiscal Quarter for which
financial statements have been delivered, the Borrower shall deliver to the
Agent a certificate signed on behalf of the Borrower by its Chief Financial
Officer or Treasurer setting forth the Leverage Ratio as of the last day of the
most recent fiscal quarter for which the Borrower has delivered financial
statements pursuant to Section 6.1 calculated on a pro forma basis as if such
Permitted Acquisition were entered into at the beginning of the four-fiscal
quarter period and otherwise in accordance with the provisions set forth in this
subsection 6.26.4.

     6.27.  Fiscal Year. The Borrower shall not, and shall not permit any
Subsidiary to, change the fiscal year of the Borrower or any Subsidiary.

     6.28.  Guarantors; Pledges of Equity Interests of Foreign Subsidiaries. (a)
If at any time on or after the Closing Date, any one or more Domestic
Subsidiaries shall constitute a Material Domestic Subsidiary, the Borrower shall
promptly notify the Agent thereof, which notice shall specify the date as of
which such Domestic Subsidiary or Subsidiaries became a Material Domestic
Subsidiary. A Subsidiary with respect to which the Borrower complies with this
Section may be excluded in determining whether one or more Subsidiaries
collectively constitute a Material Domestic Subsidiary. Within 90 days after the
date specified in such notice, the Borrower shall (i) cause such Material
Domestic Subsidiary to execute and deliver to the Agent a Guaranty and such
Collateral Documents with respect to substantially all of the

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Property of such Material Domestic Subsidiary (other than such Material Domestic
Subsidiary's owned or leased real property, unless required pursuant to Section
6.29) as the Agent shall reasonably request (all such Collateral Documents to
cover substantially similar Collateral and otherwise to be substantially similar
to corresponding Collateral Documents executed by the Borrower and otherwise in
form and substance reasonably satisfactory to the Agent) and (ii) pledge to the
Agent, for the benefit of the Holders of Secured Obligations, all of the Equity
Interests of such Material Domestic Subsidiary held by the Borrower, in each
case together with such supporting documentation, including authorizing
resolutions and/or opinions of counsel, as the Agent may reasonably request.
Notwithstanding the foregoing, if the Borrower acquires a Material Domestic
Subsidiary pursuant to a Permitted Acquisition, the Borrower may, as an
alternative to complying with the preceding sentence, within 90 days after the
consummation of such Permitted Acquisition, cause such Material Domestic
Subsidiary to merge into, or to transfer all or substantially all of its assets
to, the Borrower or a Guarantor.

     (b)    Within 90 days after the completion of the Subsidiary
Reorganization, but in any event no later than September 30, 2004, the Borrower
shall, and shall cause each Guarantor to, execute a pledge agreement, or a
supplement to an existing pledge agreement, in form and substance reasonably
satisfactory to the Agent, pledging with respect to Illinois law, the Equity
Interests of any Foreign Subsidiary then owned (after giving effect to the
Subsidiary Reorganization, if completed) directly by the Borrower or such
Guarantor, provided that such pledges, individually or collectively, with
respect to any Foreign Subsidiary shall not exceed 65% of the Voting Equity
Interests of such Foreign Subsidiary. If at the time such pledge or pledges are
granted the Subsidiary Reorganization has not been completed, the Agent shall,
upon the written request of the Borrower and so long as no Default shall have
occurred and be continuing, release its Lien or Equity Interests in any such
Foreign Subsidiaries to the extent required in order to complete the Subsidiary
Reorganization.

     6.29.  Future Liens on Real Property. Upon the request of the Agent, (i) at
any time the ratio of (x) Consolidated Funded Indebtedness to (y) Consolidated
EBITDA for the then most-recently ended four fiscal quarters, beginning with the
fiscal quarter ending September 30, 2003, is greater than 2.5 to 1.0 as reported
in the financial statements required to be delivered under Section 6.1(i) or in
the pro forma Leverage Ratio calculation required to be delivered under Section
6.26.4 or (ii) after the occurrence and during the continuance of a Default, the
Borrower shall and shall cause each Guarantor to, at their sole cost and
expense, execute and deliver to the Agent, within 30 days of such request: (i) a
mortgage, deed of trust, collateral assignment or other appropriate
documentation evidencing a Lien on all of the real property having a fair market
value of at least $2,000,000 then owned or leased by the Borrower and each of
its Guarantors; (ii) if requested by the Agent, title insurance policies
insuring the Agent's interest therein, surveys, and legal opinions, each in form
and substance satisfactory to the Agent; (iii) if requested by the Agent or the
Required Lenders, the Borrower shall retain, at the Lenders' sole cost and
expense (or, if a Default has occurred, at the Borrower's sole cost and
expense), an outside environmental consulting firm for the purpose of conducting
a Phase I environmental site assessment, and any follow-up investigation
reasonably suggested by such assessment, of any of the Property which functions
as a manufacturing or a warehousing facility, provided, however, that if upon
any such request of the Agent or Required Lenders, the Borrower shall fail to
retain such outside consulting firm within a reasonable time period, the
Borrower hereby agrees that the Agent is authorized to retain an outside
environmental consulting firm, at the Borrower's sole

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cost and expense, to conduct the aforementioned assessments; and (iv) if
reasonably determined by the Agent to be required under the Financial
Institutions Reform Recovery and Enforcement Act of 1989 ("FIRREA"), the Agent
may, with respect to each Property to be mortgaged and at the Borrower's sole
cost and expense, retain an appraiser to perform a real estate appraisal
prepared in accordance with the requirements of FIRREA and the regulations
promulgated thereunder. Notwithstanding the foregoing, with respect to any such
real property leased by the Borrower or a Guarantor, such Person shall be
required to use commercially reasonable efforts to obtain the consent of the
lessor of such real property to such Lien and shall not be required to grant
such Lien if such consent is not obtained. Any Lien granted under this Section
(i) shall be subject only to Liens as otherwise shall be permitted by this
Agreement and (ii) shall remain in effect until the Facility Termination Date
unless otherwise consented to by the Required Lenders. The foregoing provision
shall not apply to (a) real property acquired with purchase money financing
otherwise permitted hereunder, until such purchase money financing has been
repaid and the purchase money lien released, (b) Sale and Leaseback Transactions
otherwise permitted hereunder or (c) then-existing leases assumed or acquired
pursuant to a Permitted Acquisition; and the foregoing provision shall apply to
the leasing of any real property only if (i) the term of such lease (without
regard to any extension thereof at then current market rent) is more than five
years, (ii) such real property consists of an operating plant or (iii) such
lease has a material value by reason of a purchase option, below-market rent or
otherwise.

     6.30.  Restricted Account Agreements. Upon the request of the Agent, (i) at
any time the ratio of (x) Consolidated Funded Indebtedness to (y) Consolidated
EBITDA for the then most-recently ended four fiscal quarters, beginning with the
fiscal quarter ending September 30, 2003, is greater than 2.5 to 1.0 as reported
in the financial statements required to be delivered under Section 6.1(i) or in
the pro forma Leverage Ratio calculation required to be delivered under Section
6.26.4 or (ii) after the occurrence and during the continuance of a Default, the
Borrower shall, within 30 days of such request, or such longer time period as
consented to by the Agent in its sole discretion, deliver to the Agent the
Restricted Account Agreements described in Section 6(vi) of the Security
Agreement.

                                   ARTICLE VII
                                    DEFAULTS

     The occurrence of any one or more of the following events shall constitute
a Default:

     7.1.   Any representation or warranty made or deemed made by or on behalf
of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or
in connection with this Agreement, any Loan, any Letter of Credit or any
certificate or information delivered in connection with this Agreement or any
other Loan Document shall be materially false on the date as of which made.

     7.2.   Nonpayment of principal of any Loan or Reimbursement Obligation when
due, or nonpayment of interest upon any Loan or of any commitment fee or other
obligations under any of the Loan Documents within five days after the same
becomes due.

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     7.3.   The breach by the Borrower of any of the terms or provisions of
Section 6.2, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16, 6.17, 6.19, 6.21, 6.23,
6.24, 6.25, 6.26, 6.27 or 6.28; or the breach by the Borrower of any of the
terms and conditions of Section 6.1, 6.3, 6.6, 6.9 or 6.29 which is not remedied
within ten days.

     7.4.   The breach by the Borrower (other than a breach which constitutes a
Default under another Section of this Article VII) of any of the terms or
provisions of this Agreement or any other Loan Document which is not remedied
within thirty days after written notice from the Agent or the Required Lenders.

     7.5.   (i) Failure of the Borrower or any of its Subsidiaries to pay when
due (after taking into account any applicable grace periods) any Indebtedness
(other than Indebtedness owing by the Borrower to any Subsidiary or by any
Subsidiary to the Borrower or another Subsidiary and other than Rate Management
Obligations) outstanding in a principal amount aggregating in excess of
$10,000,000 ("Material Indebtedness"); or the default by the Borrower or any of
its Subsidiaries in the performance (beyond the applicable grace period with
respect thereto, if any) of any term, provision or condition contained in any
agreement under which any such Material Indebtedness was created or is governed,
or any other event shall occur or condition exist, the effect of which default
or event is to cause, or to permit the holder or holders of such Material
Indebtedness to cause, such Material Indebtedness to become due prior to its
stated maturity; or any Material Indebtedness of the Borrower or any of its
Subsidiaries then outstanding in a principal amount in excess of $10,000,000
shall be declared to be due and payable or required to be prepaid or repurchased
(other than by regularly scheduled payment and other than in connection with the
permitted repurchase or redemption of the Existing Subordinated Indebtedness)
prior to the stated maturity thereof; or the Borrower or any of its Subsidiaries
shall not pay, or shall admit in writing its inability to pay, its debts
generally as they become due; or (ii) the occurrence of an early termination
under any Rate Management Transaction resulting from (A) any event of default
under such Rate Management Transaction as to which the Borrower or any
Subsidiary is the defaulting party or (B) any termination event as to which the
Borrower or any Subsidiary is an affected party and, in either event, the
termination value or other similar obligation owed by the Borrower or such
Subsidiary as a result thereof is in excess of $10,000,000 and remains unpaid.

     7.6.   The Borrower or any of its Material Subsidiaries shall (i) have an
order for relief entered with respect to it under the Federal bankruptcy laws as
now or hereafter in effect, (ii) make an assignment for the benefit of
creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment
of a receiver, custodian, trustee, examiner, liquidator or similar official for
it or any Substantial Portion of its Property, (iv) institute any proceeding
seeking an order for relief under the Federal bankruptcy laws as now or
hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file
(by the deadline for such filing) an answer or other pleading denying the
material allegations of any such proceeding filed against it, (v) take any
corporate or partnership action to authorize or effect any of the foregoing
actions set forth in this Section 7.6 or (vi) fail to contest in good faith and
in a reasonably timely manner any appointment or proceeding described in Section
7.7.

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     7.7.   Without the application, approval or consent of the Borrower or any
of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or
similar official shall be appointed for the Borrower or any of its Material
Subsidiaries or any Substantial Portion of its Property, or a proceeding
described in Section 7.6(iv) shall be instituted against the Borrower or any of
its Material Subsidiaries and in each case such appointment continues
undischarged or such proceeding continues undismissed or unstayed for a period
of 60 consecutive days.

     7.8.   Any court, government or governmental agency shall condemn, seize or
otherwise appropriate, or take custody or control of, all or any portion of the
Property of the Borrower and its Subsidiaries which, when taken together with
all other Property of the Borrower and its Subsidiaries so condemned, seized,
appropriated, or taken custody or control of, during the twelve-month period
ending with the month in which any such action occurs, constitutes a Substantial
Portion.

     7.9.   The Borrower or any of its Subsidiaries shall fail within 30 days to
pay, bond or otherwise discharge one or more (i) judgments or orders for the
payment of money (except to the extent covered by insurance as to which the
insurer has not disclaimed coverage) in excess of $10,000,000 (or the equivalent
thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary
judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgment(s), in any such case,
is/are not stayed on appeal or otherwise being appropriately contested in good
faith in a reasonably timely manner.

     7.10.  The Borrower or any other member of the Controlled Group shall have
been notified by the sponsor of a Multiemployer Plan that it has incurred
withdrawal liability to such Multiemployer Plan in an amount which, when
aggregated with all other amounts required to be paid to Multiemployer Plans by
the Borrower or any other member of the Controlled Group as withdrawal liability
(determined as of the date of such notification), could reasonably be expected
to have a Material Adverse Effect.

     7.11.  The Borrower or any other member of the Controlled Group shall have
been notified by the sponsor of a Multiemployer Plan that such Multiemployer
Plan is in reorganization or is being terminated, within the meaning of Title IV
of ERISA, if as a result of such reorganization or termination the aggregate
annual contributions of the Borrower and the other members of the Controlled
Group (taken as a whole) to all Multiemployer Plans which are then in
reorganization or being terminated have been or will be increased over the
amounts contributed to such Multiemployer Plans for the respective plan years of
each such Multiemployer Plan immediately preceding the plan year in which the
reorganization or termination occurs by an amount which could reasonably be
expected to have a Material Adverse Effect.

     7.12.  The Borrower or any of its Subsidiaries shall (i) be the subject of
any order by any Governmental Authority or any judicial determination of
liability pertaining to the release by the Borrower, any of its Subsidiaries or
any other Person of any toxic or hazardous waste or substance into the
environment, or (ii) violate any Environmental Law, which, in the case of an
event described in clause (i) or clause (ii), could reasonably be expected to
have a Material Adverse Effect, taking into account amounts to be paid by third
parties.

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     7.13.  Any Change in Control shall occur.

     7.14.  Any Collateral Document shall fail to remain in full force or effect
or any action shall be taken by the Borrower or any of its Subsidiaries to
discontinue or to assert the invalidity or unenforceability of any Collateral
Document.

     7.15.  Any Guarantor shall take any action to revoke or discontinue or to
assert the invalidity or unenforceability of any Guaranty, or any Guarantor
shall deny that is has any further liability under any Guaranty to which it is a
party, or shall give notice to such effect.

                                  ARTICLE VIII
                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     8.1.   Acceleration. If any Default described in Section 7.6 or 7.7 occurs
with respect to the Borrower, the obligations of the Lenders to make Loans and
the obligation of the Issuing Lender to issue Letters of Credit hereunder shall
automatically terminate and the Obligations shall immediately become due and
payable without any election or action on the part of the Agent, the Issuing
Lender or any Lender. If any other Default occurs, the Required Lenders (or the
Agent with the consent of the Required Lenders) may terminate or suspend the
obligations of the Lenders to make Loans and the obligation of the Issuing
Lender to issue Letters of Credit hereunder, or declare the Obligations to be
due and payable, or both, whereupon the Obligations shall become immediately due
and payable, without presentment, demand, protest or notice of any kind, all of
which the Borrower hereby expressly waives.

     If, within 30 days after acceleration of the maturity of the Obligations or
termination of the obligations of the Lenders to make Loans and the obligation
of the Issuing Lender to issue Letters of Credit hereunder as a result of any
Default (other than any Default as described in Section 7.6 or 7.7 with respect
to the Borrower) and before any judgment or decree for the payment of the
Obligations due shall have been obtained or entered, the Required Lenders (in
their sole discretion) shall so direct, the Agent shall, by notice to the
Borrower, rescind and annul such acceleration and/or termination.

     8.2.   Amendments. Subject to the provisions of this Article VIII, the
Required Lenders (or the Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; provided, however, that no such supplemental agreement or
waiver shall, without the consent of each Lender affected thereby:

            (i)    Extend the final maturity of any Loan or postpone any
                   regularly scheduled payment of principal of any Loan,
                   postpone the date fixed for any payment of Reimbursement
                   Obligations, forgive all or any portion of the principal
                   amount of any Loan or Reimbursement Obligation, or reduce the
                   rate or extend the time of payment of interest or fees
                   hereunder.

            (ii)   Reduce the percentage specified in the definition of Required
                   Lenders or amend the definition of Pro Rata Share.

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            (iii)  Extend the Facility Termination Date or reduce the amount or
                   extend the payment date for, the mandatory payments required
                   under Section 2.7, or increase the amount of the Aggregate
                   Commitment (except pursuant to Section 2.6(B)) or of the
                   Commitment of any Lender hereunder, or reduce the Aggregate
                   Commitment other than ratably among the Lenders having
                   Commitments, or permit the Borrower to assign its rights
                   under this Agreement.

            (iv)   Amend this Section 8.2.

            (v)    Release any Guarantor, except in connection with a
                   disposition of Equity Interests of a Guarantor otherwise
                   permitted by the Loan Documents, or, except as provided in
                   the Loan Documents, release all or substantially all of the
                   Collateral (except that the mortgages which have been granted
                   pursuant to Section 6.29 may be released upon the consent of
                   the Required Lenders).

No amendment of any provision of this Agreement relating to the Agent shall be
effective without the written consent of the Agent. No amendment of any
provision of this Agreement relating to the Swing Line Lender or any Swing Line
Loans shall be effective without the written consent of the Swing Line Lender.
The Agent may waive payment of the fee required under Section 12.3.2 without
obtaining the consent of any other party to this Agreement. No amendment of any
provision of this Agreement relating to the Issuing Lender shall be effective
without the written consent of the Issuing Lender.

     8.3.   Preservation of Rights. No delay or omission of the Lenders, the
Issuing Lender or the Agent to exercise any right under the Loan Documents shall
impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Loan or the issuance of a Letter of
Credit notwithstanding the existence of a Default or the inability of the
Borrower to satisfy the conditions precedent to such Loan or issuance of such
Letter of Credit shall not constitute any waiver or acquiescence. Any single or
partial exercise of any such right shall not preclude other or further exercise
thereof or the exercise of any other right, and no waiver, amendment or other
variation of the terms, conditions or provisions of the Loan Documents
whatsoever shall be valid unless in writing signed by the Lenders required
pursuant to Section 8.2, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or by law
afforded shall be cumulative and all shall be available to the Agent, the
Issuing Lender and the Lenders until the Obligations have been paid in full.

                                   ARTICLE IX
                               GENERAL PROVISIONS

     9.1.   Survival of Representations. All representations and warranties of
the Borrower contained in this Agreement shall survive the making of the Loans
herein contemplated.

     9.2.   Governmental Regulation. Anything contained in this Agreement to the
contrary notwithstanding, no Lender shall be obligated to extend credit to the
Borrower, and the Issuing

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Lender shall not be obligated to issue any Letter of Credit for the account of
the Borrower, in violation of any limitation or prohibition provided by any
applicable statute or regulation.

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

     9.4.   Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Borrower, the Agent and the Lenders and supersede all
prior agreements and understandings among the Borrower, the Agent and the
Lenders relating to the subject matter thereof other than the fee letter
described in Section 10.13.

     9.5.   Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Agent is authorized to act as such). The failure of any Lender to perform any of
its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. This Agreement shall not be construed so as to confer any
right or benefit upon any Person other than the parties to this Agreement and
their respective successors and assigns, provided, however, that the parties
hereto expressly agree that the Arranger shall enjoy the benefits of the
provisions of Sections 9.6, 9.10 and 10.11 to the extent specifically set forth
therein and shall have the right to enforce such provisions on its own behalf
and in its own name to the same extent as if it were a party to this Agreement.

     9.6.   Expenses; Indemnification. (i) The Borrower shall reimburse the
Agent and the Arranger for any reasonable out-of-pocket expenses (including
reasonable fees and expenses of attorneys for the Agent) paid or incurred by the
Agent or the Arranger in connection with the preparation, negotiation,
execution, delivery, syndication, review, amendment, modification, and
administration of the Loan Documents. The Borrower also agrees to reimburse the
Agent, the Issuing Lender and the Lenders for any reasonable out-of-pocket
expenses (including reasonable fees, time charges and expenses of attorneys for
the Agent, the Issuing Lender and the Lenders, which attorneys may be employees
of the Agent) paid or incurred by the Agent, the Issuing Lender or any Lender in
connection with the collection and enforcement of the Loan Documents.

     (ii)   The Borrower hereby further agrees to indemnify the Agent, the
Arranger, the Issuing Lender, each Lender, their respective affiliates, and each
of their directors, officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation,
all expenses of litigation or preparation therefor whether or not the Agent, the
Arranger, the Issuing Lender, any Lender or any of their respective affiliates
is a party thereto) which any of them may pay or incur arising out of or
relating to any litigation, investigation, claims or proceedings which arise out
of or are related to this Agreement, the other Loan Documents, the transactions
contemplated hereby, the direct or indirect application or proposed application
of the proceeds of any Loan hereunder, or the issuance of any Letter of Credit
hereunder or the direct or indirect application or proposed application of the
proceeds of any drawing thereunder, except to the extent that they are
determined in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the party seeking indemnification or any affiliate of such party. The

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obligations of the Borrower under this Section 9.6 shall survive the termination
of this Agreement.

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

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

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

     9.10.  Nonliability of Lenders. The relationship between the Borrower on
the one hand and the Lenders, the Issuing Lender and the Agent on the other hand
shall be solely that of borrower and lender. Neither the Agent, the Arranger,
the Issuing Lender nor any Lender shall have any fiduciary responsibilities to
the Borrower. Neither the Agent, the Arranger, the Issuing Lender nor any Lender
undertakes any responsibility to the Borrower to review or inform the Borrower
of any matter in connection with any phase of the Borrower's business or
operations. The Borrower agrees that neither the Agent, the Arranger, the
Issuing Lender nor any Lender shall have liability to the Borrower (whether
sounding in tort, contract or otherwise) for losses suffered by the Borrower in
connection with, arising out of, or in any way related to, the transactions
contemplated and the relationship established by the Loan Documents, or any act,
omission or event occurring in connection therewith, unless it is determined in
a final non-appealable judgment by a court of competent jurisdiction that such
losses resulted from the gross negligence or willful misconduct of the party
from which recovery is sought or any affiliate of such party. Neither the Agent,
the Arranger, the Issuing Lender nor any Lender shall have any liability with
respect to, and the Borrower hereby waives, releases and agrees not to sue for,
any special, indirect, consequential or punitive damages suffered by the
Borrower in connection with, arising out of, or in any way related to the Loan
Documents or the transactions contemplated thereby.

     9.11.  Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates (that are not
competitors of the Borrower or any Subsidiary in any of their respective lines
of business) and to other Lenders and their respective Affiliates (that are not
competitors of the Borrower or any Subsidiary in any of their respective lines
of business), (ii) to legal counsel, accountants, and other professional
advisors to such Lender or to a Transferee, (iii) as may be required or
appropriate, to regulatory officials, (iv) to any Person as requested pursuant
to or as required by law, regulation, or legal process, (v) as may be required
or appropriate, to any Person in connection with any legal proceeding to which
such Lender is a party, (vi) to such Lender's direct or indirect contractual
counterparties in swap agreements or securitization transactions or to legal
counsel, accountants and other professional advisors to

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such counterparties, (vii) permitted by Section 12.4, and (viii) to rating
agencies if requested or required by such agencies in connection with a rating
relating to the Advances hereunder. Notwithstanding anything herein to the
contrary, confidential information shall not include, and each Lender (and each
employee, representative or other agent of any Lender) may disclose to any and
all Persons, without limitation of any kind, the "tax treatment" and "tax
structure" (in each case, within the meaning of Treasury Regulation Section
1.6011-4) of the transactions contemplated hereby and all materials of any kind
(including opinions or other tax analyses) that are or have been provided to
such Lender relating to such tax treatment or tax structure; provided that with
respect to any document or similar item that in either case contains information
concerning such tax treatment or tax structure of the transactions contemplated
hereby as well as other information, this sentence shall only apply to such
portions of the document or similar item that relate to such tax treatment or
tax structure.

     9.12.  Disclosure. The Borrower and each Lender hereby acknowledge and
agree that one or more affiliates of Bank One are or may become direct or
indirect equity investors in the Borrower, and each Lender hereby waives any
liability of Bank One or such affiliate to such Lender arising out of or
resulting from such investments or relationships, other than liabilities arising
out of the gross negligence or willful misconduct of Bank One or its affiliates.

     9.13.  Performance of Obligations. The Borrower agrees that, after the
occurrence and during the continuance of a Default, the Agent may, but shall
have no obligation to, (i) at any time, pay or discharge taxes, liens, security
interests or other encumbrances levied or placed on or threatened against any
Collateral (other than any of the foregoing which is permitted hereunder) and
(ii) make any other payment or perform any act required of the Borrower under
any Loan Document or take any other action which the Agent in its discretion
deems necessary or desirable to protect or preserve the Collateral, including,
without limitation, any action to (y) effect any repairs or obtain any insurance
called for by the terms of any of the Loan Documents and to pay all or any part
of the premiums therefor and the costs thereof and (z) pay any rents payable by
the Borrower which are more than 30 days past due, or as to which the landlord
has given notice of termination, under any lease. The Agent shall use its
reasonable efforts to give the Borrower five (5) Business Days' notice of any
action taken under this Section 9.13 prior to the taking of such action;
provided that the failure to give such notice shall not affect the Borrower's
obligations in respect thereof. The Borrower agrees to pay the Agent, promptly
after receipt of a reasonably detailed invoice therefor, the principal amount of
all funds advanced by the Agent under this Section 9.13, together with interest
thereon at the rate from time to time applicable to Floating Rate Loans from the
date of such advance until the outstanding principal balance thereof is paid in
full. If the Borrower fails to make payment in respect of any such advance under
this Section 9.13 within one (1) Business Day after the date the Borrower
receives written demand therefor from the Agent, the Agent shall promptly notify
each Lender and each Lender agrees that it shall thereupon make available to the
Agent, in immediately available funds, the amount equal to such Lender's Pro
Rata Share of such advance. If such funds are not made available to the Agent by
such Lender within one (1) Business Day after the Agent's demand therefor, the
Agent will be entitled to recover any such amount from such Lender together with
interest thereon at the Federal Funds Effective Rate for each day during the
period commencing on the date of such demand and ending on the date such amount
is received. The failure of any Lender to make available to the Agent its Pro
Rata Share of any such unreimbursed advance under this Section 9.13 shall
neither relieve any other Lender of its

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obligation hereunder to make available to the Agent such other Lender's Pro Rata
Share of such advance on the date such payment is to be made nor increase the
obligation of any other Lender to make such payment to the Agent. All
outstanding principal of, and interest on, advances made under this Section 9.13
shall constitute Obligations secured by the Collateral until paid in full by the
Borrower.

     9.14.  Waiver of Notice. The Lenders party hereto that are lenders party to
the Existing Credit Agreement hereby (i) waive the requirement of Section 2.5 of
the Existing Credit Agreement that the Borrower give the agent thereunder three
business days' written notice of termination in whole of the lenders'
commitments thereunder and (ii) consent to such notice being given prior to
10:00 a.m. (Chicago time) on the effective date of such termination.

     9.15.  Non-Reliance. Each Lender hereby represents that it is not relying
on or looking to any margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System) for the repayment of the Loan provided
for herein.

                                    ARTICLE X
                                    THE AGENT

     10.1.  Appointment; Nature of Relationship. Bank One, NA, having its
principal office in Chicago, Illinois is hereby appointed by each of the Lenders
(including the Issuing Lender, and each reference in this Article X to a Lender
shall include the Issuing Lender) as its contractual representative (herein
referred to as the "Agent") hereunder and under each other Loan Document, and
each of the Lenders irrevocably authorizes the Agent to act as the contractual
representative of such Lender with the rights and duties expressly set forth
herein and in the other Loan Documents. The Agent agrees to act as such
contractual representative upon the express conditions contained in this Article
X. Notwithstanding the use of the defined term "Agent," it is expressly
understood and agreed that the Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan
Document and that the Agent is merely acting as the contractual representative
of the Lenders with only those duties as are expressly set forth in this
Agreement and the other Loan Documents. In its capacity as the Lenders'
contractual representative, the Agent (i) does not hereby assume any fiduciary
duties to any of the Lenders, (ii) is a "representative" of the Lenders within
the meaning of the term "secured party" as defined in the Illinois Uniform
Commercial Code and (iii) is acting as an independent contractor, the rights and
duties of which are limited to those expressly set forth in this Agreement and
the other Loan Documents. Each of the Lenders hereby agrees to assert no claim
against the Agent on any agency theory or any other theory of liability for
breach of fiduciary duty, all of which claims each Lender hereby waives.

     10.2.  Powers. The Agent shall have and may exercise such powers under the
Loan Documents as are specifically delegated to the Agent by the terms of each
thereof, together with such powers as are reasonably incidental thereto. The
Agent shall have no implied duties to the Lenders, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by
the Loan Documents to be taken by the Agent.

     10.3.  General Immunity. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Borrower, the Lenders or
any Lender for any action taken or

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omitted to be taken by it or them hereunder or under any other Loan Document or
in connection herewith or therewith except to the extent such action or inaction
is determined in a final non-appealable judgment by a court of competent
jurisdiction to have arisen from the gross negligence or willful misconduct of
such Person or any affiliate of such Person.

     10.4.  No Responsibility for Loans, Recitals, etc. Neither the Agent nor
any of its directors, officers, agents or employees shall be responsible for or
have any duty to ascertain, inquire into, or verify (a) any statement, warranty
or representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Agent; (d) the existence
or possible existence of any Default or Unmatured Default; (e) the validity,
enforceability, effectiveness, sufficiency or genuineness of any Loan Document
or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by the Borrower to
the Agent at such time, but is voluntarily furnished by the Borrower to the
Agent (either in its capacity as Agent or in its individual capacity).

     10.5.  Action on Instructions of Lenders. The Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and under any
other Loan Document in accordance with written instructions signed by the
Required Lenders or all of the Lenders, as applicable, and such instructions and
any action taken or failure to act pursuant thereto shall be binding on all of
the Lenders. The Lenders hereby acknowledge that the Agent shall be under no
duty to take any discretionary action permitted to be taken by it pursuant to
the provisions of this Agreement or any other Loan Document unless it shall be
requested in writing to do so by the Required Lenders or all of the Lenders, as
applicable. Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

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

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

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     10.8.  Agent's Reimbursement and Indemnification. The Lenders agree to
reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any amounts not
reimbursed by the Borrower for which the Agent is entitled to reimbursement by
the Borrower under the Loan Documents, (ii) for any other expenses incurred by
the Agent on behalf of the Lenders, in connection with the preparation,
execution, delivery, administration and enforcement of the Loan Documents
(including, without limitation, for any expenses incurred by the Agent in
connection with any dispute between the Agent and any Lender or between two or
more of the Lenders) and (iii) for any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of the Loan
Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation, for any such
amounts incurred by or asserted against the Agent in connection with any dispute
between the Agent and any Lender or between two or more of the Lenders), or the
enforcement of any of the terms of the Loan Documents or of any such other
documents, provided that (i) no Lender shall be liable for any of the foregoing
to the extent any of the foregoing is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of the Agent and (ii) any indemnification required
pursuant to Section 3.5(vii) shall, notwithstanding the provisions of this
Section 10.8, be paid by the relevant Lender in accordance with the provisions
thereof. The obligations of the Lenders under this Section 10.8 shall survive
payment of the Obligations and termination of this Agreement.

     10.9.  Notice of Default. The Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Unmatured Default hereunder unless
the Agent has received written notice from a Lender or the Borrower referring to
this Agreement describing such Default or Unmatured Default and stating that
such notice is a "notice of default". In the event that the Agent receives such
a notice, the Agent shall give prompt notice thereof to the Lenders.

     10.10. Rights as a Lender. In the event the Agent is a Lender, the Agent
shall have the same rights and powers hereunder and under any other Loan
Document with respect to its Commitment and its Loans as any Lender and may
exercise the same as though it were not the Agent, and the term "Lender" or
"Lenders" shall, at any time when the Agent is a Lender, unless the context
otherwise indicates, include the Agent in its individual capacity. The Agent and
its affiliates may accept deposits from, lend money to, and generally engage in
any kind of trust, debt, equity or other transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or
any of its Subsidiaries in which the Borrower or such Subsidiary is not
restricted hereby from engaging with any other Person. The Agent, in its
individual capacity, is not obligated to remain a Lender.

     10.11. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Agent, the Arranger or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Agent, the Arranger or any other Lender and based on such
documents

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and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement and the
other Loan Documents.

     10.12. Successor Agent. The Agent may resign at any time by giving written
notice thereof to the Lenders and the Borrower, such resignation to be effective
upon the appointment of a successor Agent. The Agent may be removed at any time
with or without cause by written notice received by the Agent from the Required
Lenders, such removal to be effective upon the appointment of a successor Agent
as set forth herein. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint, on behalf of the Lenders, a successor Agent. If
no successor Agent shall have been so appointed by the Required Lenders within
thirty days after the resigning Agent's giving notice of its intention to
resign, then the resigning Agent may appoint, on behalf of the Lenders, a
successor Agent. Any appointment of a successor Agent shall be subject to the
Borrower's consent, which shall not be unreasonably withheld or delayed,
provided that such consent shall not be required at any time that a Default
shall have occurred and be continuing. Notwithstanding the foregoing, the Agent
may at any time without the consent of the Borrower or any Lender, appoint any
of its Affiliates which is a commercial bank as a successor Agent hereunder. No
successor Agent shall be deemed to be appointed hereunder until such successor
Agent has accepted the appointment. Any such successor Agent shall be a
commercial bank having capital and retained earnings of at least $500,000,000.
Upon the acceptance of any appointment as Agent hereunder by a successor Agent,
such successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the resigning or removed Agent. Upon
the effectiveness of the resignation or removal of the Agent, the resigning or
removed Agent shall be discharged from its duties and obligations hereunder and
under the Loan Documents. After the effectiveness of the resignation or removal
of an Agent, the provisions of this Article X shall continue in effect for the
benefit of such Agent in respect of any actions taken or omitted to be taken by
it while it was acting as the Agent hereunder and under the other Loan
Documents. In the event that there is a successor to the Agent by merger, or the
Agent assigns its duties and obligations to an Affiliate pursuant to this
Section 10.12, then the term "Prime Rate" as used in this Agreement shall mean
the prime rate, base rate or other analogous rate of the new Agent.

     10.13. Agent's Fee. The Borrower agrees to pay to the Agent and the
Arranger, for their respective accounts, the fees agreed to by the Borrower, the
Agent and the Arranger pursuant to that certain letter agreement dated July 15,
2003, or as otherwise agreed from time to time.

     10.14. Delegation to Affiliates. The Borrower and the Lenders agree that
the Agent may delegate any of its duties under this Agreement to any of its
Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents
and employees) which performs duties in connection with this Agreement shall be
entitled to the same benefits of the indemnification, waiver and other
protective provisions to which the Agent is entitled under Articles IX and X.

     10.15. Execution of Collateral Documents. The Lenders hereby empower and
authorize the Agent to execute and deliver to the Borrower on their behalf the
Collateral Documents and any financing statements, agreements, documents or
instruments as shall be necessary or appropriate to effect the purposes of the
Collateral Documents.

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     10.16. Collateral Releases. The Lenders hereby empower and authorize the
Agent to execute and deliver to the Borrower on their behalf any agreements,
documents or instruments as shall be necessary or appropriate to effect any
releases of Collateral or of any Guarantor which shall be permitted by the terms
hereof or of any other Loan Document or which shall otherwise have been approved
by the Required Lenders (or, if required by the terms of Section 8.2, all of the
Lenders) in writing.

     10.17. Co-Agents, etc. Neither the Syndication Agents nor the Documentation
Agents nor any Co-Agent shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, none of such Lenders shall have
or be deemed to have a fiduciary relationship with any Lender. Each Lender
hereby makes the same acknowledgments with respect to such Lenders as it makes
with respect to the Agent in Section 10.11.

                                   ARTICLE XI
                            SETOFF; RATABLE PAYMENTS

     11.1.  Setoff. In addition to, and without limitation of, any rights of the
Lenders or the Issuing Lender under applicable law, if the Borrower becomes
insolvent, however evidenced, or any Default occurs, any and all deposits
(including all account balances, whether provisional or final and whether or not
collected or available, other than trust accounts) and any other Indebtedness at
any time held or owing by any Lender or the Issuing Lender or any Affiliate of
any Lender or the Issuing Lender to or for the credit or account of the Borrower
may be offset and applied toward the payment of the Obligations owing to such
Lender or the Issuing Lender, whether or not the Obligations, or any part
hereof, shall then be due.

     11.2.  Ratable Payments. If any Lender, whether by setoff or otherwise, has
payment made to it upon its Loans (other than payments received pursuant to
Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to their Loans. In case any such payment is disturbed by legal
process, or otherwise, appropriate further adjustments shall be made.

     11.3.  Application of Payments. So long as a Default shall have occurred
and be continuing, or if the Borrower shall otherwise fail to direct the
application of payments hereunder, the Agent shall, unless otherwise specified
at the direction of the Required Lenders, which direction shall be consistent
with the last sentence of this Section 11.3, apply all payments and prepayments
(other than prepayments pursuant to Section 2.8(A)) in respect of any
Obligations and all proceeds of Collateral in the following order:

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

            (B)  second, to pay interest on and then principal of any advance
     made under Section 9.13 for which the Agent has not then been paid by the
     Borrower or reimbursed by the Lenders;

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

            (D)  fourth, to pay Obligations in respect of any fees, expenses,
     reimbursements or indemnities then due to the Lenders and the Issuing
     Lender;

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

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

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

            (H)  eighth, to the ratable payment or prepayment of principal
     outstanding on Loans, Reimbursement Obligations and Rate Management
     Obligations in such order as the Agent may determine in its sole
     discretion; and

            (I)  ninth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Borrower, all principal payments in respect
of Loans (other than Swing Line Loans) shall be applied first, to repay
outstanding Floating Rate Loans, and then to repay outstanding Eurocurrency Rate
Loans with those Eurocurrency Rate Loans which have earlier expiring Interest
Periods being repaid prior to those which have later expiring Interest Periods.
The order of priority set forth in this Section 11.3 and the related provisions
of this Agreement are set forth solely to determine the rights and priorities of
the Agent, the Lenders and other Holders of Secured Obligations as among
themselves. The order of priority set forth in clauses (D) through (I) of this
Section 11.3 may at any time and from time to time be changed by the Required
Lenders without necessity of notice to or consent of or approval by the
Borrower, or any other Person, provided, that the order of priority of payments
in respect of Swing Line Loans may be changed only with the consent of the Swing
Line Lender. The order of priority set forth in clauses (A) through (C) of this
Section 11.3 may be changed only with the prior written consent of the Agent.

     11.4.  Relations Among Lenders.

     Except with respect to the exercise of set-off rights of any Lender in
accordance with Section 11.1, the proceeds of which are applied in accordance
with this Agreement, and except as set forth in the following sentence, each
Lender agrees that it will not take any action, nor

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institute any actions or proceedings, against the Borrower or any other obligor
hereunder or with respect to any Collateral or Loan Document, without the prior
written consent of the Required Lenders or, as may be provided in this Agreement
or the other Loan Documents, at the direction of the Agent. Notwithstanding the
foregoing, and subject to Section 11.2, any Lender shall have the right to
enforce on an unsecured basis the payment of the principal of and interest on
any Loan made by it after the date such principal or interest has become due and
payable pursuant to the terms of this Agreement.

                                   ARTICLE XII
                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

     12.1.  Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower, the
Agent, the Issuing Lender and the Lenders and their respective successors and
assigns, except that (i) the Borrower shall not have the right to assign its
rights or obligations under the Loan Documents, (ii) any assignment by any
Lender must be made in compliance with Section 12.3 and (iii) any assignment or
delegation of duties by the Agent shall be made only in compliance with Article
X. The parties to this Agreement acknowledge that clause (ii) of this Section
12.1 relates only to absolute assignments and does not prohibit assignments
creating security interests, including, without limitation, any pledge or
assignment by any Lender of all or any portion of its rights under this
Agreement and any Note to a Federal Reserve Bank; provided, however, that no
such pledge or assignment creating a security interest shall release the
transferor Lender from its obligations hereunder unless and until the parties
thereto have complied with the provisions of Section 12.3. The Agent may treat
the Person which made any Loan or which holds any Note as the owner thereof for
all purposes hereof unless and until such Person complies with Section 12.3;
provided, however, that the Agent may in its discretion (but shall not be
required to) follow instructions from the Person which made any Loan or which
holds any Note to direct payments relating to such Loan or Note to another
Person. Any assignee of the rights to any Loan or any Note agrees by acceptance
of such assignment to be bound by all the terms and provisions of the Loan
Documents. Any request, authority or consent of any Person, who at the time of
making such request or giving such authority or consent is the owner of the
rights to any Loan (whether or not a Note has been issued in evidence thereof),
shall be conclusive and binding on any subsequent holder or assignee of the
rights to such Loan.

     12.2.  Participations.

            12.2.1. Permitted Participants; Effect. Any Lender may, in the
ordinary course of its business and in accordance with applicable law, at any
time sell to one or more banks or other entities that are not competitors of the
Borrower or any Subsidiary in any of their respective lines of business
("Participants") participating interests in any Loan owing to such Lender, any
Note held by such Lender, any Commitment of such Lender, any L/C Interest of
such Lender or any other interest of such Lender under the Loan Documents. In
the event of any such sale by a Lender of participating interests to a
Participant, such Lender's obligations under the Loan Documents shall remain
unchanged, such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, such Lender shall remain the
owner of its Loans and L/C Interests and the holder of any Note issued to it in
evidence thereof for all purposes under the Loan Documents, all amounts payable
by the Borrower under this Agreement

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shall be determined as if such Lender had not sold such participating interests,
and the Borrower and the Agent shall continue to deal solely and directly with
such Lender in connection with such Lender's rights and obligations under the
Loan Documents.

            12.2.2. Voting Rights. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Loan Documents other than any amendment,
modification or waiver with respect to any Loan, L/C Interest or Commitment in
which such Participant has an interest which forgives principal, interest or
fees or reduces the interest rate or fees payable with respect to any such Loan,
L/C Interest or Commitment, extends the Facility Termination Date, postpones any
date fixed for any regularly-scheduled payment of principal of, or interest or
fees on, any such Loan, L/C Interest or Commitment, postpones the expiry date of
any Letter of Credit beyond the Facility Termination Date, releases any
guarantor of any such Loan or Reimbursement Obligation or releases all or
substantially all of the collateral, if any, securing any such Loan or
Reimbursement Obligation.

            12.2.3. Benefit of Setoff. The Borrower agrees that each Participant
shall be deemed to have the right of setoff provided in Section 11.1 in respect
of its participating interest in amounts owing under the Loan Documents to the
same extent as if the amount of its participating interest were owing directly
to it as a Lender under the Loan Documents, provided that each Lender shall
retain the right of setoff provided in Section 11.1 with respect to the amount
of participating interests sold to each Participant. The Lenders agree to share
with each Participant, and each Participant, by exercising the right of setoff
provided in Section 11.1, agrees to share with each Lender, any amount received
pursuant to the exercise of its right of setoff, such amounts to be shared in
accordance with Section 11.2 as if each Participant were a Lender.

     12.3.  Assignments.

            12.3.1. Permitted Assignments. Any Lender or the Issuing Lender may,
in the ordinary course of its business and in accordance with applicable law, at
any time assign to one or more banks or other entities that are not competitors
of the Borrower or any Subsidiary in any of their respective lines of business
("Purchasers") all or any part of its rights and obligations under the Loan
Documents. Each assignment shall be of a constant, and not a varying, ratable
percentage of all of the assigning Lender's rights and obligations under this
Agreement. Such assignment shall be substantially in the form of Exhibit B or in
such other form as may be agreed to by the parties thereto. The consent of the
Agent and, so long as no Default exists, the consent of the Borrower shall be
required prior to an assignment becoming effective with respect to a Purchaser
which is not a Lender or an affiliate thereof. Such consent shall not be
unreasonably withheld or delayed. Each such assignment with respect to a
Purchaser which is not a Lender or an affiliate thereof shall (unless the Agent
otherwise consents) be in an amount not less than the lesser of (i) $5,000,000
or (ii) the remaining amount of the assigning Lender's Commitment (calculated as
at the date of such assignment) or its outstanding Loans and L/C Interests (if
the applicable Commitment has been terminated).

            12.3.2. Effect; Effective Date. Upon (i) delivery to the Agent of an
assignment, together with any consents required by Section 12.3.1, and (ii)
payment of a $3,500 fee to the

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Agent for processing such assignment (unless such fee is waived by the Agent),
such assignment shall become effective on the effective date specified in such
assignment. The assignment shall contain a representation by the Purchaser to
the effect that none of the consideration used to make the purchase of the
Commitment, Loans and L/C Interests under the applicable assignment agreement
constitutes "plan assets" as defined under ERISA and that the rights and
interests of the Purchaser in and under the Loan Documents will not be "plan
assets" under ERISA. On and after the effective date of such assignment, such
Purchaser shall for all purposes be a Lender party to this Agreement and any
other Loan Document executed by or on behalf of the Lenders and shall have all
the rights and obligations of a Lender under the Loan Documents, to the same
extent as if it were an original party hereto, and no further consent or action
by the Borrower, the Lenders or the Agent shall be required to release the
transferor Lender with respect to the percentage of the Aggregate Commitment,
Loans and L/C Interests assigned to such Purchaser. Upon the consummation of any
assignment to a Purchaser pursuant to this Section 12.3.2, the transferor
Lender, the Agent and the Borrower shall, if the transferor Lender or the
Purchaser desires that its Loans be evidenced by Notes, make appropriate
arrangements so that new Notes or, as appropriate, replacement Notes are issued
to such transferor Lender and new Notes or, as appropriate, replacement Notes,
are issued to such Purchaser, in each case in principal amounts reflecting their
respective Commitments, as adjusted pursuant to such assignment.

     12.4.  Dissemination of Information. The Borrower authorizes each Lender to
disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries, including
without limitation any information contained in any Reports; provided that each
Transferee and prospective Transferee agrees to be bound by Section 9.11 of this
Agreement.

     12.5.  Tax Treatment. If any interest in any Loan Document is transferred
to any Transferee which is organized under the laws of any jurisdiction other
than the United States of America or any State thereof, the transferor Lender or
the assigning Lender shall cause the Transferee, concurrently with the
effectiveness of such transfer or assignment, to comply with the provisions of
Section 3.5(iv).

                                  ARTICLE XIII
                                     NOTICES

     13.1.  Notices. Except as otherwise permitted by Section 2.15 with respect
to borrowing notices, all notices, requests and other communications to any
party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower or the Agent, at its address or facsimile number set
forth on the signature pages hereof, (y) in the case of any Lender, at its
address or facsimile number set forth below its signature hereto or in its
assignment agreement entered into pursuant to Section 12.3 or (z) in the case of
any party, at such other address or facsimile number as such party may hereafter
specify for the purpose by notice to the Agent and the Borrower in accordance
with the provisions of this Section 13.1. Each such notice, request or other
communication shall be effective (i) if given by facsimile transmission, when
transmitted to the facsimile number specified in this Section and confirmation
of receipt is received, (ii) if given by

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<PAGE>

mail, seven days after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid, or (iii) if given by any other
means, when delivered (or, in the case of electronic transmission, received) at
the address specified in this Section; provided that notices to the Agent under
Article II shall not be effective until received.

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

                                   ARTICLE XIV
                                  COUNTERPARTS

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

                                   ARTICLE XV
          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

     15.1.  CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET
SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.

     15.2.  CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE
COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER
IN THE COURTS OF ANY OTHER JURISDICTION.

     15.3.  WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT AND EACH LENDER HEREBY
WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.

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<PAGE>

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

                                     BIO-RAD LABORATORIES, INC., as the Borrower


                                     By:    /s/ Ronald W. Hutton
                                        ----------------------------------------
                                     Name:  Ronald W. Hutton
                                     Title: Treasurer


                                     Address:  1000 Alfred Nobel Drive
                                               Hercules, CA 94547

                                     Attention:  Chief Financial Officer (with
                                                 a copy to the General Counsel)


                                     Telephone.:  (510) 741-7000
                                     FAX.:        (510) 741-5815


                  Signature Page to Bio-Rad Laboratories, Inc.
                                Credit Agreement

<PAGE>

Commitments
-----------

$24,000,000                          BANK ONE, NA (Main Office Chicago),
                                     Individually as a Lender, as an Issuing
                                     Lender and as Administrative Agent


                                     By:    /s/ Dana Jurgens
                                        ----------------------------------------
                                     Name:  Dana Jurgens
                                     Title: Director


                                     Address:
                                     1 Bank One Plaza
                                     Mail Suite: IL 1-0536
                                     Chicago, IL 60603
                                     Attention: Dana Jurgens
                                     Telephone No.: (312) 325-3207
                                     Facsimile No.: (312) 325-3238
                                     E-Mail: dana_e_jurgens@bankone.com


                  Signature Page to Bio-Rad Laboratories, Inc.
                                Credit Agreement

<PAGE>

$19,000,000                          WELLS FARGO BANK, N.A., Individually as
                                     a Lender and as a Syndication Agent


                                     By:    /s/ Nuzka Bukhari
                                        ----------------------------------------
                                     Name:  Nuzka Bukhari
                                     Title: Vice President


                                     Address:
                                     One Kaiser Plaza, Suite 850
                                     Oakland, CA 94612
                                     Attention:  Nuzha Bukhari
                                     Phone: (510) 464-1706
                                     Fax:   (510) 839-2296
                                     E-mail: nuzha.bukhari@wellsfargo.com


                  Signature Page to Bio-Rad Laboratories, Inc.
                                Credit Agreement

<PAGE>

$19,000,000                          UNION BANK OF CALIFORNIA, N.A.,
                                     Individually as a Lender and as a
                                     Syndication Agent


                                     By:    /s/ Mark Reardon
                                        ----------------------------------------
                                     Name:  Mark Reardon
                                     Title: Vice President


                                     Address:
                                     601 Potrero Grande Drive
                                     Monterey Park, CA 91754
                                     Attention:  Shirley Davis
                                     Telephone No.: (323) 720-7055
                                     Facsimile No.: (323) 724-6198
                                     E-Mail:  shirley.davis@uboc.com


                  Signature Page to Bio-Rad Laboratories, Inc.
                                Credit Agreement

<PAGE>

$19,000,000                          ABN AMRO BANK N.V., Individually as a
                                     Lender and as a Documentation Agent


                                     By:    /s/ Todd J. Miller
                                        ----------------------------------------
                                     Name:  Todd J. Miller
                                     Title: Assistant Vice President


                                     By:    /s/ Rae Etherton
                                        ----------------------------------------
                                     Name:  Rae Etherton
                                     Title: Group Vice President


                                     Address:
                                     208 South LaSalle Street, Suite 1500
                                     Chicago, IL 60604
                                     Attention:  Credit Administration
                                     Phone: (312) 992-5121
                                     Fax:   (312) 992-5111
                                     E-mail: connie.podgorny@abnamro.com


                  Signature Page to Bio-Rad Laboratories, Inc.
                                Credit Agreement

<PAGE>

$19,000,000                          BNP PARIBAS, Individually as a Lender
                                     and as a Documentation Agent


                                     By:    /s/ Sandra F. Bertram
                                        ----------------------------------------
                                     Name:  Sandra F. Bertram
                                     Title: Vice President


                                     By:    /s/ Katherine Wolfe
                                        ----------------------------------------
                                     Name:  Katherine Wolfe
                                     Title: Director


                                     Address:
                                     One Front Street, 23/rd/ Floor
                                     San Francisco, CA 94111
                                     Attention:  Joseph Mack
                                     Phone: (415) 772-1355
                                     Fax:   (415) 296-8954
                                     E-Mail: joseph.mack@americas.bnpparibas.com


                  Signature Page to Bio-Rad Laboratories, Inc.
                                Credit Agreement

<PAGE>

$17,500,000                          COMERICA BANK, Individually as a Lender and
                                     as a Managing Agent


                                     By:    /s/ Elise Walker
                                        ----------------------------------------
                                     Name:  Elise Walker
                                     Title: Vice President


                                     Address:
                                     1920 Main Street
                                     Irvine, CA 92614
                                     Phone: (949) 798-7243
                                     Fax:   (949) 476-1222
                                     E-Mail: emwalker@comerica.com


                  Signature Page to Bio-Rad Laboratories, Inc.
                                Credit Agreement

<PAGE>

$17,500,000                          U.S. BANK NATIONAL ASSOCIATION,
                                     Individually as a Lender and as a
                                     Managing Agent


                                     By:    /s/ Janet E. Jordan
                                        ----------------------------------------
                                     Name:  Janet E. Jordan
                                     Title: Vice President


                                     Address:
                                     555 S.W. Oak Street, Suite 400
                                     Mail Code: PD-OR-P4CB
                                     Portland, OR 97204
                                     Phone: (503) 275-5871
                                     Fax:   (503) 275-5428
                                     E-Mail: janet.jordan@usbank.com

                  Signature Page to Bio-Rad Laboratories, Inc.
                                Credit Agreement

<PAGE>

$15,000,000                          THE NORTHERN TRUST COMPANY, Individually as
                                     a Lender and as a Managing Agent


                                     By:    /s/ Patricia A. Williams
                                        ----------------------------------------
                                     Name:  Patricia A. Williams
                                     Title: Vice President


                                     Address:
                                     50 South LaSalle
                                     Chicago, IL 60675
                                     Attention:  Patricia A. Williams
                                     Phone: (312) 630-0884
                                     Fax:   (312) 444-7028
                                     E-Mail: paw9@ntrs.com

                  Signature Page to Bio-Rad Laboratories, Inc.
                                Credit Agreement