<PAGE>

                                                                    EXHIBIT 99.3

                                                                  EXECUTION COPY

                                  $550,000,000

                                CREDIT AGREEMENT

                            DATED AS OF JUNE 3, 2003

                                      AMONG

                           HLI OPERATING COMPANY, INC.
                                   AS BORROWER

                                       AND

                        HAYES LEMMERZ INTERNATIONAL, INC.
                                   AS HOLDINGS

                                       AND

                      THE LENDERS AND ISSUERS PARTY HERETO

                                       AND

                          CITICORP NORTH AMERICA, INC.
                             AS ADMINISTRATIVE AGENT

                                       AND

                          LEHMAN COMMERCIAL PAPER INC.
                              AS SYNDICATION AGENT

                                       AND

                      GENERAL ELECTRIC CAPITAL CORPORATION
                             AS DOCUMENTATION AGENT

CITIGROUP GLOBAL MARKETS INC.                               LEHMAN BROTHERS INC.
          AS JOINT BOOK-RUNNING LEAD MANAGERS AND JOINT LEAD ARRANGERS

                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                          NEW YORK, NEW YORK 10153-0119

<PAGE>

                  CREDIT AGREEMENT, dated as of June 3, 2003 among, a Delaware
HLI OPERATING COMPANY, INC. corporation (the "Borrower"), HAYES LEMMERZ
INTERNATIONAL, INC., a Delaware corporation ("Holdings"), the Lenders (as
defined below), the Issuers (as defined below) and CITICORP NORTH AMERICA, INC.
("CNAI"), as administrative agent for the Lenders and the Issuers (in such
capacity, the "Administrative Agent"), LEHMAN COMMERCIAL PAPER INC. ("LCPI"), as
syndication agent (in such capacity, the "Syndication Agent") and GENERAL
ELECTRIC CAPITAL CORPORATION ("GECC") as documentation agent (in such capacity,
the Documentation Agent).

                              W I T N E S S E T H:

                  WHEREAS, on December 5, 2001, Hayes Lemmerz International,
Inc. and certain of its Subsidiaries (collectively, the "Debtors") filed a
voluntary petition for relief (collectively, the "Cases") under title 11 of the
United States Code (the "Bankruptcy Code") with the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court");

                  WHEREAS, on February 20, 2003, the Debtors filed the First
Amended Joint Plan of Reorganization (as amended, supplemented or otherwise
modified with the consent of, and in form and substance reasonably satisfactory
to, the Requisite Lenders, the "Plan of Reorganization") with the Bankruptcy
Court;

                  WHEREAS, on May 14, 2003, the Bankruptcy Court entered an
order, effective May 12, 2003, pursuant to Section 1129 of the Bankruptcy Code
confirming the Plan of Reorganization (the "Confirmation Order");

                  WHEREAS, as a condition to the effectiveness of the Plan of
Reorganization, the Borrower and its reorganizing subsidiaries are required to
obtain a new credit facility and has requested that the Lenders and Issuers make
available for the purposes specified in this Agreement a revolving credit,
letter of credit and term loan facility in order to satisfy such condition;

                  WHEREAS, the Borrower has requested that the Lenders and
Issuers make available for the purposes specified in this Agreement a term loan,
revolving credit and letter of credit facility; and

                  WHEREAS, the Lenders and Issuers are willing to make available
to the Borrower such term loan, revolving credit and letter of credit facility
upon the terms and subject to the conditions set forth herein;

                  NOW, THEREFORE, in consideration of the premises and the
covenants and agreements contained herein, the parties hereto hereby agree as
follows:

<PAGE>

                                   ARTICLE I

                DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

                  SECTION 1.1       DEFINED TERMS

                  As used in this Agreement, the following terms have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):

                  "Administrative Agent" has the meaning specified in the
preamble to this Agreement.

                  "Affected Lender" has the meaning specified in Section 2.18
(Substitution of Lenders).

                  "Affiliate" means, (a) with respect to any Loan Party, any
other Person directly or indirectly controlling or that is controlled by or is
under common control with such Loan Party, each officer, director or general
partner of such Loan Party and each Person that is the beneficial owner of 10%
or more of any class of Voting Stock of such Loan Party and (b) with respect to
any Person other than a Loan Party, any other Person directly or indirectly
controlling or that is controlled by or is under common control with such
Person, each officer, director or general partner of such Person and each Person
that is the beneficial owner of 5% or more of any class of Voting Stock of such
Person. For the purposes of this definition, "control" means the possession of
the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise.

                  "Agent" means each of the Administrative Agent, the
Syndication Agent and the Documentation Agent.

                  "Agreement" means this Credit Agreement.

                  "Alternative Currency" means any lawful currency other than
Dollars that is freely transferable into Dollars.

                  "Applicable Lending Office" means, with respect to each
Lender, (a) its Domestic Lending Office in the case of a Base Rate Loan, (b) its
Eurocurrency Lending Office in the case of a Eurocurrency Rate Loan denominated
in Dollars, Sterling or Euros and (c) its Yen Lending Office in the case of a
Eurocurrency Rate Loan denominated in Yen.

                  "Applicable Margin" means (a) with respect to Term Loans
maintained as (i) Base Rate Loans, a rate equal to 3.75% per annum and (ii)
Eurocurrency Rate Loans, a rate equal to 4.75% per annum and (b) (i) during the
period commencing on the Closing Date and ending on five Business Days after the
receipt by the Administrative Agent of the Financial Statements for the second
full Fiscal Quarter ending after the Closing Date required to be delivered
pursuant to Section 6.1(b) or (c) (Financial Statements), as applicable, with
respect to Revolving Loans, maintained as (A) Base Rate Loans, a rate equal to
2.50% per annum and (B) Eurocurrency Rate Loans, a rate equal to 3.50% per annum
and, (ii) thereafter with respect to Revolving Loans, a per annum rate equal to
the rate set forth below opposite the applicable Leverage Ratio (determined

                                       2

<PAGE>

on the last day of the most recent Fiscal Quarter for which Financial Statements
have been delivered pursuant to Section 6.1(b) or (c) (Financial Statements))
set forth below:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
                                                  BASE RATE      EUROCURRENCY
LEVERAGE RATIO                                      LOANS         RATE LOANS
-----------------------------------------------------------------------------
<S>                                               <C>            <C>
Greater than or equal to 3.25 to 1                  2.75%           3.75%
------------------------------------------------------------------------
Less than 3.25 to 1 and equal to or greater
than 2.75 to 1                                      2.50%           3.50%
------------------------------------------------------------------------
Less than 2.75 to 1 and equal to or greater
than 2.25 to 1                                      2.25%           3.25%
------------------------------------------------------------------------
Less than 2.25 to 1 and equal to or greater
than 1.75 to 1                                      2.00%           3.00%
------------------------------------------------------------------------
Less than 1.75 to 1                                 1.75%           2.75%
------------------------------------------------------------------------
</TABLE>

Changes in the Applicable Margin resulting from a change in the Leverage Ratio
or the last day of any subsequent Fiscal Quarter shall become effective five
Business Days after delivery by the Borrower to the Administrative Agent of new
Financial Statements pursuant to Section 6.1(b) or (c) (Financial Statements),
as applicable. Notwithstanding anything to the contrary set forth in this
Agreement (including the then effective Leverage Ratio), if the Borrower shall
fail to deliver such Financial Statements within any of the time periods
specified in Section 6.1(b) or (c) (Financial Statements), the Applicable Margin
from and including the first day after the date on which such Financial
Statements were required to be delivered pursuant to Section 6.1(b) or (c)
(Financial Statements), as the case may be, to but not including the date the
Borrower delivers to the Administrative Agent such Financial Statements shall
conclusively equal the highest possible Applicable Margin provided for in this
definition.

                  "Applicable Unused Commitment Fee Rate" means (a) during the
period commencing on the Closing Date and ending on five Business Days after the
receipt by the Administrative Agent of the Financial Statements for the second
full Fiscal Quarter ending after the Closing Date required to be delivered
pursuant to Section 6.1(b) or (c) (Financial Statements), as applicable, 0.50%
per annum and (b) thereafter, as of any date of determination, a per annum rate
equal to the rate set forth below opposite the then applicable Leverage Ratio
(determined on the last day of the most recent Fiscal Quarter, for which
Financial Statements have been delivered pursuant to Section 6.1(b) or (c)
(Financial Statements)) set forth below:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
                                                 APPLICABLE UNUSED COMMITMENT
LEVERAGE RATIO                                             FEE RATE
-----------------------------------------------------------------------------
<S>                                              <C>
Greater than or equal to 3.25 to 1                          0.625%
-----------------------------------------------------------------
Less than 3.25 to 1 and equal to or greater
than 2.75 to 1                                               0.50%
-----------------------------------------------------------------
Less than 2.75 to 1 and equal to or greater
than 2.25 to 1                                               0.50%
-----------------------------------------------------------------
Less than 2.25 to 1 and equal to or greater
than 1.75 to 1                                               0.50%
-----------------------------------------------------------------
Less than 1.75 to 1                                         0.375%
-----------------------------------------------------------------
</TABLE>

Changes in the Applicable Unused Commitment Fee Rate resulting from a change in
the Leverage Ratio on the last day of any subsequent Fiscal Quarter shall become
effective five Business Days after delivery by the Borrower to the
Administrative Agent of new Financial Statements pursuant to Section 6.1(b) or
(c) (Financial Statements), as applicable. Notwithstanding anything to the
contrary set forth in this Agreement (including the then effective

                                       3

<PAGE>

Leverage Ratio), if the Borrower shall fail to deliver such Financial Statements
within any of the time periods specified in Section 6.1(b) or (c) (Financial
Statements), the Applicable Unused Commitment Fee from and including the first
day after the date on which such Financial Statements were required to be
delivered pursuant to Section 6.1(b) or (c) (Financial Statements), as the case
may be, to but not including the date the Borrower delivers to the
Administrative Agent such Financial Statements shall conclusively equal the
highest possible Applicable Unused Commitment Fee Rate provided for in this
definition.

                  "Approved Deposit Account" has the meaning specified in the
Pledge and Security Agreement.

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

                  "Approved Electronic Communications" means each notice,
demand, communication, information, document and other material that any Loan
Party or any of their respective Subsidiaries is obligated to, or otherwise
chooses to, provide to the Administrative Agent pursuant to any Loan Document or
in connection with the transactions contemplated therein or herein, including
(a) any supplement or any joinder to the Collateral Documents and any other
written Contractual Obligation delivered or required to be delivered in respect
of any Loan Document or the transactions contemplated therein or herein, (b) any
Financial Statement, financial and other report, notice, request, certificate
and other information material, and (c) any Intercompany Loan Document;
provided, however, that "Approved Electronic Communication" shall exclude (i)
any Notice of Borrowing, Letter of Credit Request, Swing Loan Request, Notice of
Conversion or Continuation and any other notice, demand, communication,
information, document and other material relating to a request for a new, or a
conversion of an existing, Borrowing, (ii) any notice pursuant to Section 2.9
(Optional Prepayments) and Section 2.10 (Mandatory Prepayments) and any other
notice relating to the payment of any principal or other amount due under any
Loan Document prior to the scheduled date therefor, (iii) all notices of any
Default or Event of Default and (iv) any notice, demand, communication,
information, document and other material required to be delivered to satisfy any
of the conditions set forth in Section 2.5 (Letters of Credit) or Section 3.2
(Conditions Precedent to Each Loan and Letter of Credit) or any other condition
to any Borrowing or other extension of credit hereunder or any condition
precedent to the effectiveness of this Agreement.

                  "Approved Electronic Platform" has the meaning specified in
Section 10.3 (Posting of Approved Electronic Communications).

                  "Arrangers" means Citigroup Global Markets Inc. and Lehman
Brothers Inc., in their capacities as joint book-running lead managers and joint
lead arrangers.

                  "Asset Sale" has the meaning specified in Section 8.4 (Sale of
Assets).

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the
Administrative Agent, in substantially the form of Exhibit A (Form of Assignment
and Acceptance).

                  "Available Credit" means, at any time, (a) the then effective
Revolving Credit Commitments minus (b) the aggregate Revolving Credit
Outstandings at such time.

                                       4

<PAGE>

                  "Bankruptcy Code" is defined in the recitals to this
Agreement.

                  "Bankruptcy Court" is defined in the recitals to this
Agreement.

                  "Base Rate" means, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time, which rate per annum shall be
equal at all times to the highest of the following:

                  (a)      the rate of interest announced publicly by Citibank
         in New York, New York, from time to time, as Citibank's base rate;

                  (b)      the sum (adjusted to the nearest 0.25% or, if there
         is no nearest 0.25%, to the next higher 0.25%) of (i) 0.5% per annum,
         (ii) the rate per annum obtained by dividing (A) the latest three-week
         moving average of secondary market morning offering rates in the United
         States for three-month certificates of deposit of major United States
         money market banks, such three-week moving average being determined
         weekly on each Monday (or, if any such day is not a Business Day, on
         the next succeeding Business Day) for the three-week period ending on
         the previous Friday by Citibank on the basis of such rates reported by
         certificate of deposit dealers to and published by the Federal Reserve
         Bank of New York or, if such publication shall be suspended or
         terminated, on the basis of quotations for such rates received by
         Citibank from three New York certificate of deposit dealers of
         recognized standing selected by Citibank, by (B) a percentage equal to
         100% minus the average of the daily percentages specified during such
         three-week period by the Federal Reserve Board for determining the
         maximum reserve requirement (including any emergency, supplemental or
         other marginal reserve requirement) for Citibank in respect of
         liabilities consisting of or including (among other liabilities)
         three-month U.S. dollar nonpersonal time deposits in the United States
         and (iii) the average during such three-week period of the maximum
         annual assessment rates estimated by Citibank for determining the then
         current annual assessment payable by Citibank to the Federal Deposit
         Insurance Corporation (or any successor) for insuring Dollar deposits
         in the United States; and

                  (c)      0.5% per annum plus the Federal Funds Rate.

                  "Base Rate Loan" means any Loan during any period in which it
bears interest based on the Base Rate.

                  "Blockage Notice" has the meaning specified in each Deposit
Account Control Agreement.

                  "Borrower" has the meaning specified in the preamble to this
Agreement.

                  "Borrower's Accountants" means KPMG, LLP or other independent
nationally-recognized public accountants acceptable to the Administrative Agent.

                  "Borrowing" means a borrowing consisting of Revolving Credit
Loans or Term Loans made on the same day by the Lenders ratably according to
their respective Commitments. A Borrowing may be a Revolving Credit Borrowing or
a Term Loan Borrowing.

                                       5

<PAGE>

                  "Business Day" means a day of the year on which banks are not
required or authorized to close in New York City and, if the applicable Business
Day relates to notices, determinations, fundings and payments in connection with
the Eurocurrency Rate or any Eurocurrency Rate Loans, that is a day on which
banks are not required or authorized to close in London and on which dealings in
deposits of the applicable currency for such Loan are also carried on in the
London interbank market, and, with respect to any Optional Currency Loan
denominated in Yen, a day of the year on which banks are not required or
authorized to close in Tokyo, Japan or in Hong Kong.

                  "Capital Expenditures" means, for any Person for any period,
the aggregate of amounts that would be reflected as additions to property, plant
or equipment on a Consolidated balance sheet of such Person and its
Subsidiaries, excluding (i) interest capitalized during construction and (ii)
the addition of a North American low-pressure facility in an amount not to
exceed $45,000,000.

                  "Capital Lease" means, with respect to any Person, any lease
of, or other arrangement conveying the right to use, property by such Person as
lessee that would be accounted for as a capital lease on a balance sheet of such
Person prepared in conformity with GAAP.

                  "Capital Lease Obligations" means, with respect to any Person,
the capitalized amount of all Consolidated obligations of such Person or any of
its Subsidiaries under Capital Leases.

                  "Captive Insurance Subsidiary" means any Wholly-Owned
Subsidiary of the Borrower created solely for the purpose of, and engaged solely
in the business of, purchasing or providing insurance to, or otherwise directly
facilitating the provision of insurance for, Holdings and its Subsidiaries;
provided, however, that any such Wholly-Owned Subsidiary shall be funded by the
Borrower and its Subsidiaries in the ordinary course of business solely with
such amounts as are reasonably necessary to purchase, provide or facilitate
insurance consistent with the past practice of Holdings and its Subsidiaries.

                  "Cash Collateral Account" has the meaning specified in the
Pledge and Security Agreement.

                  "Cash Equivalents" means (a) securities issued or fully
guaranteed or insured by the United States government or any agency thereof, (b)
certificates of deposit, eurodollar time deposits, overnight bank deposits and
bankers' acceptances of any Lender or any commercial bank organized under the
laws of the United States, any state thereof, the District of Columbia, any
foreign bank, or its branches or agencies (fully protected against currency
fluctuations) that, at the time of acquisition, are rated at least "A-1" by S&P
or "P-1" by Moody's, (c) commercial paper of an issuer rated at least "A-1" by
S&P or "P-1" by Moody's, (d) shares of any money market fund that (i) has at
least 95% of its assets invested continuously in the types of investments
referred to in clauses (a), (b) and (c) above, (ii) has net assets of not less
than $500,000,000 and (iii) is rated at least "A-1" by S&P or "P-1" by Moody's;
provided, however, that the maturities of all obligations of the type specified
in clauses (a), (b) and (c) above shall not exceed 180 days and (e) in the case
of any Foreign Subsidiary: (i) direct obligations of the sovereign nation (or
agency thereof) in which such Foreign Subsidiary is organized and is conducting
business or in obligations fully and unconditionally guaranteed by such
sovereign nation (or any agency thereof), (ii) investments of the type and
maturity described in clauses (a) through (d) above of foreign obligors, which
investments or obligors (or the direct or indirect parents of such obligors)
have ratings described in such clauses or equivalent ratings from comparable
foreign rating agencies or (iii) investments of the type and maturity described
in clauses (a)

                                       6

<PAGE>

through (d) above of foreign obligors (or the direct or indirect parents of such
obligors), which investments or obligors (or the direct or indirect parents of
such obligors) are not rated as provided in such clauses or in clause (ii)
above, but which are, in the reasonable judgment of the Borrower, comparable in
investment quality to such investments and obligors (or the direct or indirect
parent of such obligors); provided, however, that the aggregate amount of
investments pursuant to this clause (iii) shall not exceed $5,000,000 at any
time.

                  "Cash Interest Expense" means, with respect to any Person for
any period, the Interest Expense of such Person for such period less the
Non-Cash Interest Expense of such Person for such period.

                  "Cash Management Document" means any certificate, agreement or
other document executed by any Loan Party in respect of the Cash Management
Obligations of any Loan Party.

                  "Cash Management Obligation" means, as applied to any Person,
any direct or indirect liability, contingent or otherwise, of such Person in
respect of cash management services (including treasury, depository, overdraft,
credit or debit card, electronic funds transfer and other cash management
arrangements) provided after the date hereof (regardless of whether these or
similar services were provided prior to the date hereof by the Administrative
Agent, any Lender or any Affiliate or any of them) by the Administrative Agent,
any Lender or any Affiliate of any of them, including obligations for the
payment of fees, interest, charges, expenses, attorneys' fees and disbursements
in connection therewith.

                  "Change of Control" means the occurrence of any of the
following: (a) any person or group of persons (within the meaning of the
Securities Exchange Act of 1934, as amended) shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended) of 35% or more
of the issued and outstanding Voting Stock of Holdings, (b) during any period of
twelve consecutive calendar months, individuals who at the beginning of such
period constituted the board of directors of Holdings (together with any new
directors whose election by the board of directors of Holdings or whose
nomination for election by the stockholders of Holdings was approved by a vote
of at least two-thirds of the directors then still in office who either were
directors at the beginning of such period or whose elections or nomination for
election was previously so approved) cease for any reason other than death or
disability to constitute a majority of the directors then in office, (c)
Holdings shall cease to own and control all of the economic and voting rights
associated with all of the outstanding Stock of the Parent, (d) the Parent shall
cease to own and control all of the economic and voting rights associated with
all of the outstanding Stock of the Borrower or (e) a "change of control" shall
occur under any of the Related Documents.

                  "Citibank" means Citibank, N.A., a national banking
association.

                  "Class I Foreign Subsidiary" means, with respect to any
Foreign Subsidiary, a direct or indirect Foreign Subsidiary of Spanish Holdings
that is incorporated under the laws of and has its principal place of business
in a Class I Jurisdiction.

                                       7

<PAGE>

                  "Class II Foreign Subsidiary" means, with respect to any
Foreign Subsidiary, a direct or indirect Foreign Subsidiary of Spanish Holdings
that is incorporated under the laws of and has its principal place of business
in a Class II Jurisdiction.

                  "Class III Foreign Subsidiary" means, with respect to any
Foreign Subsidiary, a direct or indirect Foreign Subsidiary of Spanish Holdings
that is incorporated under the laws of and has its principal place of business
in a Class III Jurisdiction.

                  "Class IV Foreign Subsidiary" means, with respect to any
Foreign Subsidiary, a direct or indirect Foreign Subsidiary of Spanish Holdings
that is incorporated under the laws of and has its principal place of business
in a Class IV Jurisdiction.

                  "Class I Jurisdiction" means, each of Spain and Mexico and
such other jurisdiction designated as a Class I Jurisdiction by the
Administrative Agent pursuant to Section 7.14.

                  "Class II Jurisdiction" means, each of Italy, Netherlands,
Belgium, Brazil, and the Czech Republic and such other jurisdiction designated
as a Class II Jurisdiction by the Administrative Agent pursuant to Section 7.14.

                  "Class III Jurisdiction" means, each of Germany and Hungary
and such other jurisdiction designated as a Class III Jurisdiction by the
Administrative Agent pursuant to Section 7.14.

                  "Class IV Jurisdiction" means, each of Canada, South Africa,
Thailand, Barbados, Japan, Turkey and India and such other jurisdiction
designated as a Class IV Jurisdiction by the Administrative Agent pursuant to
Section 7.14.

                  "Classified Foreign Subsidiary" means any Class I Foreign
Subsidiary, Class II Foreign Subsidiary, Class III Foreign Subsidiary or Class
IV Foreign Subsidiary.

                  "Closing Date" means the first date on which any Loan is made
or any Letter of Credit is Issued.

                  "CNAI" has the meaning specified in the preamble to this
Agreement.

                  "Code" means the Internal Revenue Code of 1986.

                  "Collateral" means all property and interests in property and
proceeds thereof now owned or hereafter acquired by any Loan Party in or upon
which a Lien is granted under any Collateral Document.

                  "Collateral Documents" means the Pledge and Security
Agreement, the Mortgages, the Deposit Account Control Agreements and any other
document executed and delivered by a Loan Party granting a Lien on any of its
property to secure payment of the Secured Obligations.

                  "Commitment" means, with respect to any Lender, such Lender's
Revolving Credit Commitment, if any, and Term Loan Commitment, if any, and
"Commitments" means the aggregate Revolving Credit Commitments and Term Loan
Commitments of all Lenders.

                                       8

<PAGE>

                  "Compliance Certificate" has the meaning specified in Section
6.1(d)(Financial Statements).

                  "Confirmation Order" has the meaning specified in the
preamble.

                  "Consolidated" means, with respect to any Person, the
consolidation of accounts of such Person and its Subsidiaries in accordance with
GAAP.

                  "Consolidated Current Assets" means, with respect to any
Person at any date, the total Consolidated current assets (other than cash and
Cash Equivalents) of such Person and its Subsidiaries at such date.

                  "Consolidated Current Liabilities" means, with respect to any
Person at any date, all liabilities of such Person and its Subsidiaries at such
date that should be classified as current liabilities on a Consolidated balance
sheet of such Person and its Subsidiaries, but excluding, in the case of the
Borrower the sum of (a) the principal amount of any current portion of long-term
Financial Covenant Debt and (b) (without duplication of clause (a) above) the
then outstanding principal amount of the Loans.

                  "Consolidated Net Income" means, for any Person for any
period, the Consolidated net income (or loss) of such Person and its
Subsidiaries for such period; provided, however, that (a) the net income of any
other Person in which such Person or one of its Subsidiaries has a joint
interest with a third party (which interest does not cause the net income of
such other Person to be Consolidated into the net income of such Person) shall
be included only to the extent of the amount of dividends or distributions paid
to such Person or Subsidiary, (b) the net income of any Subsidiary of such
Person that is subject to any restriction or limitation on the payment of
dividends or the making of other distributions shall be excluded to the extent
of such restriction or limitation, (c) extraordinary gains and losses and any
increase or decrease to net income, to the extent resulting from the cumulative
effect of a change in accounting principles required by GAAP, shall be excluded
and (d) any non-cash income or expense related to changes in the book value of
Capital Stock of the Borrower and its Subsidiaries, shall be excluded.

                  "Constituent Documents" means, with respect to any Person, (a)
the articles of incorporation, certificate of incorporation or certificate of
formation (or the equivalent organizational documents) of such Person, (b) the
by-laws, operating agreement (or the equivalent governing documents) of such
Person and (c) any document setting forth the manner of election and duties of
the directors or managing members of such Person (if any) and the designation,
amount or relative rights, limitations and preferences of any class or series of
such Person's Stock.

                  "Contaminant" means any material, substance or waste that is
classified, regulated or otherwise characterized under any Environmental Law as
hazardous, toxic, a contaminant or a pollutant or by other words of similar
meaning or regulatory effect, including any petroleum or petroleum-derived
substance or waste, asbestos and polychlorinated biphenyls.

                  "Contractual Obligation" of any Person means any obligation,
agreement, undertaking or similar provision of any Security issued by such
Person or of any agreement, undertaking, contract, lease, indenture, mortgage,
deed of trust or other instrument (excluding a Loan Document) to which such
Person is a party or by which it or any of its property is bound or to which any
of its property is subject.

                                       9

<PAGE>

                  "Control Account Agreement" has the meaning specified in the
Pledge and Security Agreement.

                  "Customary Permitted Liens" means, with respect to any Person,
any of the following Liens:

                  (a)      Liens with respect to the payment of taxes,
         assessments or governmental charges in each case that are not yet due
         or that are being contested in good faith by appropriate proceedings
         and with respect to which adequate reserves or other appropriate
         provisions are being maintained to the extent required by GAAP;

                  (b)      Liens of landlords arising by statute and liens of
         suppliers, mechanics, carriers, materialmen, warehousemen or workmen
         and other liens imposed by law created in the ordinary course of
         business for amounts not yet due or that are being contested in good
         faith by appropriate proceedings and with respect to which adequate
         reserves or other appropriate provisions are being maintained to the
         extent required by GAAP;

                  (c)      deposits made in the ordinary course of business in
         connection with workers' compensation, unemployment insurance or other
         types of social security benefits or to secure the performance of bids,
         tenders, sales, contracts (other than for the repayment of borrowed
         money) and surety, appeal, customs or performance bonds;

                  (d)      encumbrances arising by reason of zoning
         restrictions, easements, licenses, reservations, covenants,
         rights-of-way, utility easements, building restrictions and other
         similar encumbrances on the use of real property not materially
         detracting from the value of such real property or not materially
         interfering with the ordinary conduct of the business conducted and
         proposed to be conducted at such real property;

                  (e)      encumbrances arising under leases or subleases of
         real property that do not, in the aggregate, materially detract from
         the value of such real property or interfere with the ordinary conduct
         of the business conducted and proposed to be conducted at such real
         property; and

                  (f)      financing statements with respect to a lessor's
         rights in and to personal property leased to such Person in the
         ordinary course of such Person's business.

                  "Debt Issuance" means the incurrence of Indebtedness of the
type specified in clause (a) or (b) of the definition of "Indebtedness" by the
Borrower or any of its Subsidiaries.

                  "Debtors" is defined in the recitals to this Agreement.

                  "Default" means any event that, with the passing of time or
the giving of notice or both, would become an Event of Default.

                  "Deposit Account" has the meaning specified in the Pledge and
Security Agreement.

                  "Deposit Account Bank" has the meaning specified in the Pledge
and Security Agreement.

                                       10

<PAGE>

                  "Deposit Account Control Agreement" has the meaning specified
in the Pledge and Security Agreement.

                  "DIP Credit Agreement" means the Revolving Credit and Guaranty
Agreement, dated as of December 12, 2001, among the Borrower, certain direct and
indirect Subsidiaries of the Borrower, as guarantors, the lenders party thereto
and Canadian Imperial Bank of Commerce, as administrative agent.

                  "Disclosure Documents" means, collectively, Form 10-K, Form
10-Q and Form 8-K filed by Holdings with the Securities and Exchange Commission
and comparable disclosure documents filed by any other Loan Party with
securities exchanges or Governmental Authorities in jurisdictions other than the
United States, in each case, as amended from time to time through April 30,
2003, and the Plan of Reorganization and the Disclosure Statement.

                  "Disclosure Statement" means the disclosure statement of the
Debtors, as amended, modified or supplemented from time to time, describing the
Plan of Reorganization.

                   "Documentary Letter of Credit" means any Letter of Credit
that is drawable upon presentation of documents evidencing the sale or shipment
of goods purchased by the Borrower or any of its Subsidiaries in the ordinary
course of its business.

                  "Documentation Agent" has the meaning specified in the
preamble to this Agreement.

                  "Dollar Equivalent" of any amount means, at the time of
determination thereof, (a) if such amount is expressed in Dollars, such amount,
(b) if such amount is expressed in an Alternative Currency, the equivalent of
such amount in Dollars determined by using the rate of exchange quoted by
Citibank in New York, New York at 12:00 p.m. (New York time) on the date of
determination to prime banks in New York for the spot purchase in the New York
foreign exchange market of such amount of Dollars with such Alternative Currency
and (c) if such amount is denominated in any other currency, the equivalent of
such amount in Dollars as determined by the Administrative Agent using any
method of determination it deems appropriate.

                  "Dollar Revolving Loan" has the meaning specified in Section
2.1 (The Commitments).

                  "Dollars" and the sign "$" each mean the lawful money of the
United States of America.

                  "Domestic Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Domestic Lending Office" opposite
its name on Schedule II (Applicable Lending Offices and Addresses for Notices)
or on the Assignment and Acceptance by which it became a Lender or such other
office of such Lender as such Lender may from time to time specify to the
Borrower and the Administrative Agent.

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

                  "Dormant Subsidiaries" means the Subsidiaries of the Borrower
listed on Schedule V hereto.

                                       11

<PAGE>

                  "Dutch FinCo" means HLI Netherlands B.V.

                  "EBITDA" means, with respect to any Person for any period, (a)
Consolidated Net Income of such Person for such period plus (b) the sum of, in
each case to the extent included in the calculation of such Consolidated Net
Income but without duplication, (i) any provision for income taxes, (ii)
Interest Expense, (iii) loss from extraordinary items, (iv) depreciation,
depletion and amortization expenses, (v) all other non-cash charges and non-cash
losses for such period, including the amount of any compensation deduction as
the result of any grant of Stock or Stock Equivalents of such Person to
employees, officers, directors or consultants, but excluding any such non-cash
charge or loss to the extent that it represents an accrual of, or reserve for,
cash expenditures in any future period, (vi) non-recurring cash charges of up to
$20,000,000 in the aggregate in respect of facility closures and other
restructuring activities, (vii) the following adjustments made pursuant to
fresh-start accounting: (A) all such adjustments made prior to the Closing Date
and (B) any expense arising after the Closing Date that is included in cost of
goods sold arising from adjustments to inventory that are made in connection
with fresh-start accounting, (viii) the following items for Hayes Lemmerz
International, Inc. and its consolidated Subsidiaries in respect of the period
commencing on February 1, 2002 and ending on the Closing Date: (A) non-recurring
charges and restructuring charges that in accordance with GAAP are charged
against operating income, (B) all professional fees, financing costs and other
costs, expenses and items directly related to the Cases as reflected in the
consolidated statement of operations, including any administrative expense
reflecting such costs, expenses or other items, (C) all charges to earnings with
respect to employee severance and (D) the non-cash effect attributable to
minority interest income or expense, (ix) costs under employee retention
programs approved by the Bankruptcy Court in the Cases, and (x) any aggregate
net loss from the sale, exchange or other disposition of capital assets of such
Person or its consolidated Subsidiaries minus (c) the sum of, in each case to
the extent included in the calculation of such Consolidated Net Income but
without duplication, (i) any credit for income tax, (ii) interest income, (iii)
gains from extraordinary items for such period, (iv) any aggregate net gain from
the sale, exchange or other disposition of capital assets by such Person or its
consolidated Subsidiaries and (v) any other non-cash gains or other items which
have been added in determining Consolidated Net Income, including any reversal
of a charge referred to in clause (b)(v) above by reason of a decrease in the
value of any Stock or Stock Equivalent of such Person, but excluding any such
non-cash gain or other item to the extent that it represents a change of an
accrual of, or reserve for, cash expenditures in any future period.

                  "Eligible Assignee" means (a) a Lender or any Affiliate or
Approved Fund of such Lender, (b) a commercial bank having total assets in
excess of $5,000,000,000, (c) a finance company, insurance company or any other
financial institution or fund, in each case reasonably acceptable to the
Administrative Agent (and in the case of an assignee of Revolving Credit Lender,
reasonably acceptable to the Issuer and the Optional Currency Lenders) and
regularly engaged in making, purchasing or investing in loans and having a net
worth, determined in accordance with GAAP, in excess of $250,000,000 or, to the
extent net worth is less than such amount, a finance company, insurance company,
other financial institution or fund, reasonably acceptable to the Administrative
Agent and the Borrower (and in the case of an assignee of Revolving Credit
Lender, reasonably acceptable to the Issuer and the Optional Currency Lenders)
or (d) a savings and loan association or savings bank organized under the laws
of the United States or any State thereof having a net worth, determined in
accordance with GAAP, in excess of $250,000,000.

                                       12

<PAGE>

                  "Environmental Laws" means all applicable Requirements of Law
now or hereafter in effect and as amended or supplemented from time to time,
relating to pollution or the regulation and protection of human health, safety,
the environment or natural resources, including the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section
9601 et seq.); the Hazardous Material Transportation Act, as amended (49 U.S.C.
Section 1801 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act,
as amended (7 U.S.C. Section 136 et seq.); the Resource Conservation and
Recovery Act, as amended (42 U.S.C. Section 6901 et seq.); the Toxic Substance
Control Act, as amended (42 U.S.C. Section 7401 et seq.); the Clean Air Act, as
amended (42 U.S.C. Section 740 et seq.); the Federal Water Pollution Control
Act, as amended (33 U.S.C. Section 1251 et seq.); the Occupational Safety and
Health Act, as amended (29 U.S.C. Section 651 et seq.); the Safe Drinking Water
Act, as amended (42 U.S.C. Section 300f et seq.); and each of their state and
local counterparts or equivalents and any transfer of ownership notification or
approval statute, including the Industrial Site Recovery Act (N.J. Stat. Ann.
Section 13:1K-6 et seq.).

                  "Environmental Liabilities and Costs" means, with respect to
any Person, all liabilities, obligations, responsibilities, Remedial Actions,
losses, damages, punitive damages, consequential damages, treble damages, costs
and expenses (including all fees, disbursements and expenses of counsel, experts
and consultants and costs of investigation and feasibility studies), fines,
penalties, sanctions and interest incurred as a result of any claim or demand by
any other Person, whether based in contract, tort, implied or express warranty,
strict liability, criminal or civil statute and whether arising under any
Environmental Law, Permit, order or agreement with any Governmental Authority or
other Person, in each case relating to any environmental, health or safety
condition or to any Release or threatened Release and resulting from the past,
present or future operations of, or ownership of property by, such Person or any
of its Subsidiaries.

                  "Environmental Lien" means any Lien in favor of any
Governmental Authority for Environmental Liabilities and Costs.

                  "Equity Issuance" means the issue or sale of any Stock of
Holdings, the Parent, the Borrower or any Subsidiary of the Borrower by
Holdings, the Parent, the Borrower or any Subsidiary of the Borrower to any
Person other than Holdings, the Parent, the Borrower or any Subsidiary of the
Borrower.

                  "ERISA" means the Employee Retirement Income Security Act of
1974.

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control or treated as a single employer with the
Borrower or any of its Subsidiaries within the meaning of Section 414(b), (c),
(m) or (o) of the Code.

                  "ERISA Event" means (a) a reportable event described in
Section 4043(b) or 4043(c)(1), (2), (3), (5), (6), (8) or (9) of ERISA with
respect to a Title IV Plan or a Multiemployer Plan, (b) the withdrawal of the
Borrower, any of its Subsidiaries or any ERISA Affiliate from a Title IV Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the
complete or partial withdrawal of the Borrower, any of its Subsidiaries or any
ERISA Affiliate from any Multiemployer Plan, (d) notice of reorganization or
insolvency of a Multiemployer Plan, (e) the filing of a notice of intent to
terminate a Title IV Plan or the treatment of a plan amendment as a termination
under Section 4041 of ERISA, (f) the institution of proceedings to terminate a
Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any
required

                                       13

<PAGE>

contribution to a Title IV Plan or Multiemployer Plan, (h) the imposition of a
lien under Section 412 of the Code or Section 302 of ERISA on the Borrower or
any of its Subsidiaries or any ERISA Affiliate or (i) any other event or
condition that might reasonably be expected to constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Title IV Plan or Multiemployer Plan or the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA.

                  "Euro" and the sign "E" each mean the lawful money of the
member states of the European Union participating in the third stage of the
European monetary union.

                  "Eurocurrency Base Rate" means, with respect to any Interest
Period for any Eurocurrency Rate Loan, the rate determined by the Administrative
Agent to be the offered rate for deposits in Dollars, Euros, Sterling or Yen, as
applicable, for the applicable Interest Period appearing on the applicable
Screen as of 12:00 p.m. (Local Time) on the second full Business Day next
preceding the first day of each Interest Period. In the event that such rate
does not appear on the Screen, the Eurocurrency Base Rate for the purposes of
this definition shall be determined by reference to such other comparable
publicly available service for displaying eurocurrency rates as may be selected
by the Administrative Agent or, in the absence of such availability, the
Eurocurrency Base Rate shall be the rate of interest determined by the
Administrative Agent to be the rate per annum at which deposits in Dollars,
Euros, Sterling or Yen, as applicable, are offered by, in the case of Dollars,
Euros or Sterling, the principal office of Citibank in London or, in the case of
Yen, the principal office of Citibank in Hong Kong to major banks in the London,
Hong Kong or Tokyo (as the case may be) interbank market at 12:00 p.m. (Local
Time) two Business Days before the first day of such Interest Period in an
amount substantially equal to the Eurocurrency Rate Loan of Citibank for a
period equal to such Interest Period.

                  "Eurocurrency Lending Office" means, with respect to any
Lender, the office of such Lender specified as its "Eurocurrency Lending Office"
opposite its name on Schedule II (Applicable Lending Offices and Addresses for
Notices) or on the Assignment and Acceptance by which it became a Lender (or, if
no such office is specified, its Domestic Lending Office) or such other office
of such Lender as such Lender may from time to time specify to the Borrower and
the Administrative Agent.

                  "Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D of the Federal Reserve Board.

                  "Eurocurrency Rate" means, with respect to any Interest Period
for any Eurocurrency Rate Loan, an interest rate per annum equal to the rate per
annum obtained by dividing (a) the Eurocurrency Base Rate by (b)(i) a percentage
equal to 100% minus (ii) the reserve percentage applicable two Business Days
before the first day of such Interest Period under regulations issued from time
to time by the Federal Reserve Board for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve
requirement) for a member bank of the Federal Reserve System in New York City
with respect to liabilities or assets consisting of or including Eurocurrency
Liabilities (or with respect to any other category of liabilities that includes
deposits by reference to which the Eurocurrency Rate is determined) having a
term equal to such Interest Period.

                                       14

<PAGE>

                  "Eurocurrency Rate Loan" means any Loan that, for an Interest
Period, bears interest based on the Eurocurrency Rate.

                  "Event of Default" has the meaning specified in Section 9.1
(Event of Default).

                  "Excess Cash Flow" means, for the Borrower for any period, (a)
EBITDA of the Borrower for such period plus (b) the excess, if any, of the
Working Capital of the Borrower at the beginning of such period over the Working
Capital of the Borrower at the end of such period minus (c) the sum of (without
duplication) (i) scheduled and mandatory cash principal payments on the Loans
during such period and optional cash principal payments on the Loans during such
period (but only, in the case of payments of Revolving Loans, to the extent that
the Revolving Credit Commitments are permanently reduced by the amount of such
payments), (ii) cash principal payments made by the Borrower or any of its
Subsidiaries during such period on other Indebtedness to the extent such other
Indebtedness and payments are permitted by this Agreement, (iii) payments made
by the Borrower or any of its Subsidiaries on Capital Lease Obligations to the
extent such Capital Lease Obligations and payments are permitted by this
Agreement, (iv) Capital Expenditures made by the Borrower or any of its
Subsidiaries during such period to the extent permitted by this Agreement, (v)
cash payments of scheduled interest payments during such period and cash
payments of taxes during such period, (vi) cash contributions made by the
Borrower or its Subsidiaries to employee benefit plans during such period, and
(vii) the excess, if any, of the Working Capital of the Borrower at the end of
such period over the Working Capital of the Borrower at the beginning of such
period.

                  "Facilities" means (a) the Term Loan Facility and (b) the
Revolving Credit Facility.

                  "Facility Increase" has the meaning specified in Section 2.19
(Facility Increase).

                  "Facility Increase Effective Date" has the meaning specified
in Section 2.19 (Facility Increase).

                  "Fair Market Value" means (a) with respect to any asset or
group of assets (other than a marketable Security) at any date, the value of the
consideration obtainable in a sale of such asset at such date assuming a sale by
a willing seller to a willing purchaser dealing at arm's length and arranged in
an orderly manner over a reasonable period of time having regard to the nature
and characteristics of such asset, as reasonably determined by the Borrower or,
if such asset shall have been the subject of a relatively contemporaneous
appraisal by an independent third party appraiser, the basic assumptions
underlying which have not materially changed since its date, the value set forth
in such appraisal and (b) with respect to any marketable Security at any date,
the closing sale price of such Security on the Business Day next preceding such
date, as appearing in any published list of any national securities exchange or
the NASDAQ Stock Market or, if there is no such closing sale price of such
Security, the final price for the purchase of such Security at face value quoted
on such business day by a financial institution of recognized standing regularly
dealing in securities of such type and selected by the Administrative Agent.

                  "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so

                                       15

<PAGE>

published for any day that is a Business Day, the average of the quotations for
such day on such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Federal Reserve Board" means the Board of Governors of the
United States Federal Reserve System, or any successor thereto.

                  "Fee Letter" shall mean the letter dated as of May 8, 2003,
addressed to the Borrower from CNAI, LCPI and each of the Arrangers and accepted
by the Borrower on May 8, 2003, with respect to certain fees to be paid from
time to time to CNAI, LCPI and the Arrangers.

                  "Final Order" means an order of the Bankruptcy Court that is
in effect and is not stayed and (a) as to which the time to appeal, petition for
certiorari or move for reargument or rehearing shall have expired and no appeal,
petition for certiorari or other proceedings for reargument or rehearing shall
then be pending, (b) as to which any right to appeal, petition for certiorari,
reargue or rehear shall have been waived in writing in form and substance
reasonably satisfactory to the Borrower and the Administrative Agent or (c) in
the event that an appeal, writ of certiorari or reargument or rehearing thereof
has been sought, which order shall have been affirmed by the highest court to
which such order was appealed, or as to which certiorari, reargument or
rehearing shall have been denied, and the time to take any further appeal,
petition for certiorari or move for reargument or rehearing shall have expired.

                  "Financial Covenant Debt" of any Person means Indebtedness of
the type specified in clauses (a), (b), (c), (d), (e), (f) and (h) of the
definition of "Indebtedness".

                  "Financial Statements" means the financial statements of the
Borrower and its Subsidiaries delivered in accordance with Sections 4.4
(Financial Statements) and 6.1 (Financial Statements).

                  "Fiscal Quarter" means each of the three month periods ending
on April 30, July 31, October 31 and January 31.

                  "Fiscal Year" means the twelve month period ending on January
31.

                  "Fixed Charges" means, with respect any Person for any period,
the sum, determined on a Consolidated basis, of (a) the Cash Interest Expense of
such Person and its Subsidiaries for such period, (b) the principal amount of
Consolidated Financial Covenant Debt of such Person and its Subsidiaries
(excluding Letters of Credit) having a scheduled due date during such period and
(c) all cash dividends payable by such Person and its Subsidiaries on Stock in
respect of such period to Persons other than such Person and its Subsidiaries.

                  "Fixed Charge Coverage Ratio" means, with respect to any
Person for any period, the ratio of (a) Consolidated EBITDA of such Person for
such period minus Capital Expenditures of such Person for such period minus the
total federal income tax liability paid or due and payable by such Person and
its Subsidiaries in respect of such period to (b) the Fixed Charges of such
Person for such period.

                  "Foreign Subsidiary" means any Subsidiary of the Borrower that
is not a Domestic Subsidiary.

                                       16

<PAGE>

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

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board, or in such other statements by such
other entity as may be in general use by significant segments of the accounting
profession, that are applicable to the circumstances as of the date of
determination.

                  "GECC" has the meaning specified in the preamble to this
Agreement.

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

                  "Guarantor" means Holdings, the Parent and each Subsidiary
Guarantor.

                  "Guaranty" means the guaranty, in substantially the form of
Exhibit H (Form of Guaranty), executed by the Guarantors.

                  "Guaranty Obligation" means, as applied to any Person, any
direct or indirect liability, contingent or otherwise, of such Person with
respect to any Indebtedness of another Person (or with respect to any trade
payables, not constituting Indebtedness, of a Foreign Subsidiary of such
Person), if the purpose or intent of such Person in incurring the Guaranty
Obligation is to provide assurance to the obligee of such Indebtedness (or such
trade payables) that such Indebtedness (or such trade payables) will be paid or
discharged, or that any agreement relating thereto will be complied with, or
that any holder of such Indebtedness (or such trade payables) will be protected
(in whole or in part) against loss in respect thereof, including (a) the direct
or indirect guaranty, endorsement (other than for collection or deposit in the
ordinary course of business), co-making, discounting with recourse or sale with
recourse by such Person of Indebtedness of another Person (or such trade
payables) and (b) any liability of such Person for Indebtedness of another
Person (or such trade payables) through any agreement (contingent or otherwise)
(i) to purchase, repurchase or otherwise acquire such Indebtedness (or such
trade payables) or any security therefor, or to provide funds for the payment or
discharge of such Indebtedness (whether in the form of a loan, advance, stock
purchase, capital contribution or otherwise), (ii) to maintain the solvency or
any balance sheet item, level of income or financial condition of another
Person, (iii) to make take-or-pay or similar payments, if required, regardless
of non-performance by any other party or parties to an agreement, (iv) to
purchase, sell or lease (as lessor or lessee) property, or to purchase or sell
services, primarily for the purpose of enabling the debtor to make payment of
such Indebtedness (or such trade payables) or to assure the holder of such
Indebtedness (or such trade payables) against loss or (v) to supply funds to, or
in any other manner invest in, such other Person (including to pay for property
or services irrespective of whether such property is received or such services
are rendered), if in the case of any agreement described under clause (b)(i),
(ii), (iii), (iv) or (v) above the primary purpose or intent thereof is to
provide assurance that Indebtedness of another Person (or such trade payables)
will be paid or discharged, that any agreement relating thereto will be complied
with or that any holder of such Indebtedness (or such trade payables) will be
protected (in whole or in part) against loss in

                                       17

<PAGE>

respect thereof. The amount of any Guaranty Obligation shall be equal to the
amount of the Indebtedness (or such trade payables) so guaranteed or otherwise
supported.

                  "Hedging Contracts" means all Interest Rate Contracts, foreign
exchange contracts, currency swap or option agreements, forward contracts,
commodity swap, purchase or option agreements, other commodity price hedging
arrangements, and all other similar agreements or arrangements designed to alter
the risks of any Person arising from fluctuations in interest rates, currency
values or commodity prices.

                  "Holdings" has the meaning specified in the preamble to this
Agreement.

                  "Indebtedness" of any Person means without duplication (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such
Person evidenced by notes, bonds, debentures or similar instruments or that bear
interest, (c) all reimbursement and all obligations with respect to letters of
credit, bankers' acceptances, surety bonds and performance bonds, whether or not
matured, (d) all indebtedness for the deferred purchase price of property or
services, other than unsecured trade payables incurred in the ordinary course of
business that are (i) not more than 90 days overdue or (ii) being contested in
good faith and by appropriate proceedings if adequate reserves therefor have
been established on the books of such Person in accordance with GAAP, (e) all
indebtedness of such Person created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such Person
(even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property), (f) all Capital Lease Obligations of such Person and the present
value of future rental payments under all synthetic leases, (g) all Guaranty
Obligations of such Person, (h) all obligations of such Person to purchase,
redeem, retire, defease or otherwise acquire for value any Stock or Stock
Equivalents of such Person, valued, in the case of redeemable preferred stock,
at the greater of its voluntary liquidation preference and its involuntary
liquidation preference plus accrued and unpaid dividends, (i) all payments that
such Person would have to make in the event of an early termination on the date
Indebtedness of such Person is being determined in respect of Hedging Contracts
of such Person and (j) all Indebtedness of the type referred to above secured by
(or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien upon or in property (including accounts
and general intangibles) owned by such Person, even though such Person has not
assumed or become liable for the payment of such Indebtedness.

                  "Indemnified Matter" has the meaning specified in Section 11.4
(Indemnites).

                  "Indemnitee" has the meaning specified in Section 11.4
(Indemnites).

                  "Indenture" means the Indenture, dated as of June 3, 2003,
between the Borrower and U.S. Bank National Association, as Trustee.

                  "Intercompany Borrower" means each borrower of any
Intercompany Loan.

                  "Intercompany Collateral" means all property and interests in
property and proceeds thereof now owned or hereafter acquired by any
Intercompany Loan Party in or upon which a Lien is granted under any
Intercompany Collateral Document.

                                       18

<PAGE>

                  "Intercompany Collateral Documents" means the Intercompany
Pledge and Security Agreements, the Intercompany Mortgages and any other
document executed and delivered by any Intercompany Loan Party granting a Lien
on any of its property to secure the payment of the Intercompany Obligations.

                  "Intercompany Guaranty" means each guaranty, in form and
substance satisfactory to the Administrative Agent, executed and delivered by an
Intercompany Guarantor in favor of any Intercompany Lender.

                  "Intercompany Guarantor" means each Foreign Subsidiary of the
Borrower that executes and delivers an Intercompany Guaranty.

                  "Intercompany Lender" means each lender of any Intercompany
Loan.

                  "Intercompany Loan" means any Indebtedness owed by any Foreign
Subsidiary of the Borrower to the Borrower or another Foreign Subsidiary of the
Borrower.

                  "Intercompany Loan Documents" means, collectively, the
Intercompany Notes, the Intercompany Guaranties, the Intercompany Collateral
Documents and each certificate, agreement or document executed by an
Intercompany Loan Party in connection with any Intercompany Loan.

                  "Intercompany Loan Party" means each Intercompany Borrower,
each Intercompany Guarantor and each other Subsidiary of the Borrower that
executes and delivers an Intercompany Loan Document.

                  "Intercompany Mortgage" means each mortgage, deed of trust or
other real estate security document, in form and substance satisfactory to the
Administrative Agent, executed and delivered by an Intercompany Loan Party in
favor of any Intercompany Lender.

                  "Intercompany Note" means each promissory note or other
document, in form and substance satisfactory to the Administrative Agent,
evidencing each Intercompany Loan, issued by an Intercompany Borrower in favor
of any Intercompany Lender.

                  "Intercompany Obligations" means, in the case of any
Intercompany Borrower, the Intercompany Loans to such Intercompany Borrower and
all other amounts, obligations, covenants and duties owing by such Intercompany
Borrower to any Intercompany Lender of every type and description (whether by
reason of an extension of credit, loan, guaranty, indemnification or otherwise),
present or future, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising and however acquired and whether or not evidenced by any note,
guaranty or other instrument or for the payment of money, and, in the case of
any other Intercompany Loan Party, the obligations of such Intercompany Loan
Party under its Intercompany Guaranty and the other Intercompany Loan Documents
to which it is a party.

                  "Intercompany Pledge and Security Agreement" means each pledge
and/or other security agreement, in form and substance satisfactory to the
Administrative Agent, executed and delivered by an Intercompany Borrower in
favor of any Intercompany Lender.

                                       19

<PAGE>

                  "Interest Coverage Ratio" means, with respect to any Person
for any period, the ratio of (a) Consolidated EBITDA of such Person for such
period to (b) Cash Interest Expense of such Person for such period.

                  "Interest Expense" means, for any Person for any period, (a)
Consolidated total interest expense of such Person and its Subsidiaries for such
period and including, in any event, interest capitalized during such period and
net costs under Interest Rate Contracts for such period minus (b) Consolidated
net gains of such Person and its Subsidiaries under Interest Rate Contracts for
such period and minus (c) any Consolidated interest income of such Person and
its Subsidiaries for such period.

                  "Interest Period" means, in the case of any Eurocurrency Rate
Loan, (a) initially, the period commencing on the date such Eurocurrency Rate
Loan is made or on the date of conversion of a Base Rate Loan to such
Eurocurrency Rate Loan and ending one, two, three or six months thereafter, as
selected by the Borrower in its Notice of Borrowing or Notice of Conversion or
Continuation given to the Administrative Agent pursuant to Section 2.2
(Borrowing Procedures) or 2.12 (Conversion/Continuation) and (b) thereafter, if
such Loan is continued, in whole or in part, as a Eurocurrency Rate Loan
pursuant to Section 2.12 (Conversion/Continuation), a period commencing on the
last day of the immediately preceding Interest Period therefor and ending one,
two, three or six months thereafter, as selected by the Borrower in its Notice
of Conversion or Continuation given to the Administrative Agent pursuant to
Section 2.12 (Conversion/Continuation); provided, however, that all of the
foregoing provisions relating to Interest Periods in respect of Eurocurrency
Rate Loans are subject to the following:

                           (i)      if any Interest Period would otherwise end
         on a day that is not a Business Day, such Interest Period shall be
         extended to the next succeeding Business Day, unless the result of such
         extension would be to extend such Interest Period into another calendar
         month, in which event such Interest Period shall end on the immediately
         preceding Business Day;

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

                           (iii)    the Borrower may not select any Interest
         Period that ends after the date of a scheduled principal payment on the
         Loans as set forth in Article II (The Facilities) unless, after giving
         effect to such selection, the aggregate unpaid principal amount of the
         Loans for which Interest Periods end after such scheduled principal
         payment shall be equal to or less than the principal amount to which
         the Loans are required to be reduced after such scheduled principal
         payment is made;

                           (iv)     the Borrower may not select any Interest
         Period in respect of Loans having an aggregate principal amount of less
         than the applicable Minimum Currency Threshold; and

                           (v)      there shall be outstanding at any one time
         no more than 20 Interest Periods in the aggregate.

                                       20

<PAGE>

                  "Interest Rate Contracts" means all interest rate swap
agreements, interest rate cap agreements, interest rate collar agreements and
interest rate insurance.

                  "Inventory" has the meaning specified in the Pledge and
Security Agreement.

                  "Investment" means, with respect to any Person, (a) any
purchase or other acquisition by such Person of (i) any Security issued by, (ii)
a beneficial interest in any Security issued by, or (iii) any other equity
ownership interest in, any other Person, (b) any purchase by such Person of all
or substantially all of the assets of a business conducted by any other Person,
or all or substantially all of the assets constituting the business of a
division, branch or other unit operation of any other Person, (c) any loan,
advance (other than deposits with financial institutions available for
withdrawal on demand, prepaid expenses, accounts receivable and similar items
made or incurred in the ordinary course of business) or capital contribution by
such Person to any other Person, including all Indebtedness of any other Person
to such Person arising from a sale of property by such Person other than in the
ordinary course of its business, and (d) any Guaranty Obligation incurred by
such Person in respect of Indebtedness of any other Person.

                  "IRS" means the Internal Revenue Service of the United States
or any successor thereto.

                  "Issue" means, with respect to any Letter of Credit, to issue,
extend the expiry of, renew or increase the maximum face amount (including by
deleting or reducing any scheduled decrease in such maximum face amount) of,
such Letter of Credit. The terms "Issued" and "Issuance" shall have a
corresponding meaning.

                  "Issuer" means each Lender or Affiliate of a Lender that (a)
is listed on the signature pages hereof as an "Issuer" or (b) hereafter becomes
an Issuer with the approval of the Administrative Agent and the Borrower by
agreeing pursuant to an agreement with and in form and substance satisfactory to
the Administrative Agent and the Borrower to be bound by the terms hereof
applicable to Issuers.

                  "LCPI" has the meaning specified in the preamble to this
Agreement.

                  "Lender" means the Swing Loan Lender and each other financial
institution or other entity that (a) is listed on the signature pages hereof as
a "Lender" or (b) from time to time becomes a party hereto by execution of an
Assignment and Acceptance.

                  "Letter of Credit" means any letter of credit issued or deemed
issued pursuant to Section 2.5 (Letters of Credit).

                  "Letter of Credit Obligations" means, at any time, the
aggregate of all liabilities at such time of the Borrower to all Issuers with
respect to Letters of Credit, whether or not any such liability is contingent,
including, without duplication, the sum of (a) the Dollar Equivalents of the
Reimbursement Obligations at such time and (b) the Dollar Equivalent of the
Letter of Credit Undrawn Amounts at such time.

                  "Letter of Credit Reimbursement Agreement" has the meaning
specified in Section 2.5(e) (Letters of Credit).

                                       21

<PAGE>

                  "Letter of Credit Request" has the meaning specified in
Section 2.5(c) (Letters of Credit).

                  "Letter of Credit Sublimit" means $50,000,000.

                  "Letter of Credit Undrawn Amounts" means, at any time, the
aggregate undrawn face amount of all Letters of Credit outstanding at such time.

                  "Leverage Ratio" means, with respect to any Person as of any
date, the ratio of (a) Consolidated Financial Covenant Debt of such Person
outstanding as of such date to (b) Consolidated EBITDA for such Person for the
last four Fiscal Quarter period ending on or before such date.

                  "Lien" means any mortgage, deed of trust, pledge,
hypothecation, assignment, charge, deposit arrangement, encumbrance, lien
(statutory or other), security interest or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
intended to assure payment of any Indebtedness or the performance of any other
obligation, including any conditional sale or other title retention agreement,
the interest of a lessor under a Capital Lease and any financing lease having
substantially the same economic effect as any of the foregoing, and the filing
of any financing statement under the UCC or comparable law of any jurisdiction
naming the owner of the asset to which such Lien relates as debtor.

                  "Loan" means any loan made by any Lender pursuant to this
Agreement.

                  "Loan Documents" means, collectively, this Agreement, the
Notes (if any), the Guaranty, the Fee Letter, each Letter of Credit
Reimbursement Agreement, each Hedging Contract between any Loan Party and any
Lender or any Affiliate of any Lender entered into after the date hereof in
connection herewith, each Cash Management Document, the Collateral Documents and
each certificate, agreement or document executed by a Loan Party and delivered
to the Administrative Agent or any Lender in connection with or pursuant to any
of the foregoing.

                  "Loan Party" means each of the Borrower, each Guarantor and
each other Subsidiary of the Borrower that executes and delivers a Loan
Document.

                  "Local Time" means, with respect to (a) a Dollar Revolving
Loan, New York time, (b) an Optional Currency Loan denominated in Euros or
Sterling, London time and (c) an Optional Currency Loan denominated in Yen, Hong
Kong time.

                  "Lux Holdings" means HLI Luxembourg SarL.

                  "Mandatory Costs" means, with respect to a Loan or other
unpaid sum, the rate per annum notified by any Lender to the Administrative
Agent to be the cost to that Lender of compliance with all reserve asset,
liquidity or cash margin or other like requirements of the Bank of England, the
Financial Services Authority or the European Central Bank and which shall be
determined in accordance with Schedule III (Mandatory Costs).

                   "Material Adverse Change" means a material adverse change in
any of (a) the condition (financial or otherwise), business, performance,
prospects, operations or properties of (i) Holdings and its Subsidiaries, taken
as a whole, (ii) the Borrower and its Subsidiaries incorporated in the United
States, Canada and Mexico, taken as a whole, or (iii) the Borrower and

                                       22

<PAGE>

its Subsidiaries incorporated in jurisdictions other than in the United States,
Canada and Mexico, taken as a whole, in each case, since January 31, 2003, (b)
the legality, validity or enforceability of any Loan Document or any Related
Document, (c) the perfection or priority of the Liens granted pursuant to the
Collateral Documents, (d) the ability of the Borrower to repay the Obligations
or of the other Loan Parties to perform their respective obligations under the
Loan Documents or (e) the rights and remedies of the Administrative Agent, the
Lenders or the Issuers under the Loan Documents.

                  "Material Adverse Effect" means an effect that results in or
causes, or could reasonably be expected to result in or cause, a Material
Adverse Change.

                  "Minimum Currency Threshold" means, in the case of (a)
Revolving Credit Borrowings in Dollars of (i) Base Rate Loans, an aggregate
amount of not less than $3,000,000 or an integral multiple of $1,000,000 in
excess thereof and (ii) Eurocurrency Rate Loans, an aggregate amount of not less
than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (b)
Revolving Credit Borrowings in Euros, an aggregate amount of not less than
E500,000 or an integral multiple of E100,000 in excess thereof, (c) Revolving
Credit Borrowings in Sterling, an aggregate amount of not less than L300,000 or
an integral multiple of L100,000 in excess thereof and (d) Revolving Credit
Borrowings in Yen, an aggregate amount of not less than Y50,000,000 or an
integral multiple of Y5,000,000 in excess thereof.

                  "Moody's" means Moody's Investors Services, Inc.

                  "Mortgages" means the mortgages, deeds of trust or other real
estate security documents made or required herein to be made by the Borrower or
any other Loan Party.

                  "Multiemployer Plan" means a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which the Borrower, any of its Subsidiaries or
any ERISA Affiliate has any obligation or liability, contingent or otherwise.

                  "Net Cash Proceeds" means proceeds received by any Loan Party
or any of its Subsidiaries after the Closing Date in cash or Cash Equivalents
from any (a) Asset Sale, other than an Asset Sale permitted under Section
8.4(a), (b), (c), (e), (f), (g) or (h) (Sale of Assets), net of (i) the
reasonable cash costs of sale, assignment or other disposition, (ii) taxes paid
or reasonably estimated to be payable as a result thereof and (iii) any amount
required to be paid or prepaid on Indebtedness (other than the Obligations)
secured by the assets subject to such Asset Sale; provided, however, that
evidence of each of (i), (ii) and (iii) above is provided to the Administrative
Agent in form and substance reasonably satisfactory to it, (b) Property Loss
Event or (c)(i) Equity Issuance (other than any such issuance of common Stock of
the Borrower occurring in the ordinary course of business to any director,
member of the management or employee of the Borrower or its Subsidiaries) or
(ii) any Debt Issuance permitted under Section 8.1(n), in each case, net of
brokers' and advisors' fees and other costs incurred in connection with such
transaction; provided, however, that in the case of this clause (c), evidence of
such costs is provided to the Administrative Agent in form and substance
reasonably satisfactory to it.

                  "Non-Cash Interest Expense" means, with respect to any Person
for any period, the sum of the following amounts to the extent included in the
definition of Interest Expense (a) the amount of debt discount and debt issuance
costs amortized, (b) charges relating to write-ups or write-downs in the book or
carrying value of existing Financial Covenant Debt, (c) interest

                                       23

<PAGE>

payable in evidences of Indebtedness or by addition to the principal of the
related Indebtedness and (d) other non-cash interest.

                  "Non-Consenting Lender" has the meaning specified in Section
11.1(c) (Amendments, Waivers, Etc.).

         "Non Emerging Subsidiary" means each of the following Subsidiaries of
the Borrower, but only while the chapter 11 case of such Subsidiary that is
pending on the Closing Date is pending: CMI-Quaker Alloy, Inc., HLI Netherlands
Holdings, Inc., Hayes Lemmerz Funding Company, LLC, Hayes Lemmerz Funding
Corporation and Hayes Lemmerz International Import, Inc. Upon dismissal or other
conclusion of such chapter 11 case of such Subsidiary, it shall cease to be a
Non Emerging Subsidiary.

                  "Non-Funding Lender" has the meaning specified in Section
2.2(e) (Borrowing Procedures).

                  "Non-U.S. Lender" means (a) each Lender (or the Administrative
Agent) and each Issuer that is a foreign person as defined in Treasury
Regulations Section 1.1441-1(c)(2) or (b) each Lender (or the Administrative
Agent) and each Issuer that is a wholly-owned domestic entity that is
disregarded for United States federal tax purposes under Treasury Regulations
Section 301.7701-2(c)(2) as an entity separate from its owner and whose single
owner is a foreign person within the meaning of Treasury Regulations Section
1.1441-1(c)(2).

                  "Note" means any Revolving Credit Note or Term Loan Note.

                  "Note Guaranty" has the meaning specified in the Indenture.

                  "Notice of Borrowing" has the meaning specified in Section
2.2(a) (Borrowing Procedures).

                  "Notice of Conversion or Continuation" has the meaning
specified in Section 2.12 (Conversion/Continuation Option).

                  "Obligations" means the Loans, the Letter of Credit
Obligations and all other amounts, obligations, covenants and duties owing by
the Borrower to the Administrative Agent, any Lender, any Issuer, any Affiliate
of any of them or any Indemnitee, of every type and description (whether by
reason of an extension of credit, opening or amendment of a letter of credit or
payment of any draft drawn thereunder, loan, guaranty, indemnification, foreign
exchange or currency swap transaction, interest rate hedging transaction or
otherwise), present or future, arising under this Agreement or any other Loan
Document (including Cash Management Documents and Hedging Contracts that are
Loan Documents), whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising and however acquired and whether or not evidenced by any note,
guaranty or other instrument or for the payment of money, including all letter
of credit, cash management and other fees, interest, charges, expenses,
attorneys' fees and disbursements, Cash Management Obligations and other sums
chargeable to the Borrower under this Agreement or any other Loan Document
(including Cash Management Documents and Hedging Contracts that are Loan
Documents) and all obligations of the Borrower under any Loan Document to
provide cash collateral for Letter of Credit Obligations.

                                       24

<PAGE>

                  "Optional Currency" means any of the Euro, Sterling and Yen.

                  "Optional Currency Available Credit" means, at any time and
for any Optional Currency, the amount by which the Optional Currency Sublimit
for each Optional Currency exceeds the Optional Currency Outstandings for such
Optional Currency.

                  "Optional Currency Commitment" means, with respect to each
Optional Currency Lender, the commitment of such Optional Currency Lender to
make Optional Currency Loans in the Optional Currency set forth opposite such
Optional Currency Lender's name on Schedule I (Commitments) under the caption
"Optional Currency" in the aggregate principal amount outstanding not to exceed
the amount set forth opposite such Optional Currency Lender's name on Schedule I
(Commitments) under the caption "Optional Currency Commitment," as such schedule
is amended with the approval of the Administrative Agent and the Borrower or to
reflect each Assignment and Acceptance executed by such Optional Currency Lender
and as such amount may be reduced pursuant to this Agreement.

                  "Optional Currency Lender" means with respect to each Optional
Currency each Revolving Credit Lender set forth on Schedule I (Commitments) as
an "Optional Currency Lender" for such Optional Currency and each other Lender
that becomes an Optional Currency Lender with the approval of the Administrative
Agent and the Borrower.

                  "Optional Currency Loan" has the meaning specified in Section
2.4 (Optional Currency Loans).

                  "Optional Currency Outstandings" means, at any time and for
each Optional Currency, the sum of the Dollar Equivalent of the principal amount
of the Optional Currency Loans denominated in such Optional Currency outstanding
at such time.

                  "Optional Currency Sublimit" means, at any time and with
respect to each Optional Currency, the lower of (a) $35,000,000 minus the
aggregate Optional Currency Outstandings in each other Optional Currency and (b)
the then effective aggregate Optional Currency Commitments for such Optional
Currency.

                  "Parent" means HLI Parent Company, Inc.

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

                  "Permit" means any permit, approval, authorization, license,
variance or permission required from a Governmental Authority under an
applicable Requirement of Law.

                  "Permitted Acquisition" means the acquisition by the Borrower
or any of its Subsidiaries of all or substantially all of the assets or Stock of
any Person or of any operating division thereof (the "Target"), or the merger of
the Target with or into the Borrower or any Subsidiary of the Borrower (with the
Borrower, in the case of a merger with the Borrower, being the surviving
corporation) subject to the satisfaction of each of the following conditions:

                  (a)      the Administrative Agent shall receive at least 15
         Business Days' prior written notice of such acquisition, which notice
         shall include, without limitation, a reasonably detailed description of
         such acquisition;

                                       25

<PAGE>

                  (b)      such acquisition shall only involve assets comprising
         a business, or those assets of a business, of the type permitted under
         Section 8.8 (Change in Nature of Business);

                  (c)      such acquisition shall be consensual and shall have
         been approved by the Target's board of directors;

                  (d)      no additional Indebtedness or other liabilities shall
         be incurred, assumed or otherwise be reflected on a Consolidated
         balance sheet of the Borrower and Target after giving effect to such
         acquisition, except (i) Loans made hereunder, (ii) ordinary course
         trade payables and accrued expenses and (iii) Indebtedness of the
         Target permitted under Section 8.1 (Indebtedness);

                  (e)      the sum of all amounts payable in connection with
         such acquisition and all other Permitted Acquisitions (including all
         transaction costs and all Indebtedness, liabilities and Guaranty
         Obligations incurred or assumed in connection therewith or otherwise
         reflected in a Consolidated balance sheet of the Borrower and Target
         (excluding any consideration consisting of common stock of Holdings)
         shall not exceed $40,000,000; provided, however, that, if the Leverage
         Ratio of the Borrower as of the date of such acquisition on a pro forma
         basis, after giving effect to such acquisition, is less than 2.25 to
         1.0, then such amount shall be $60,000,000;

                  (f)      at or prior to the closing of such acquisition, the
         Borrower (or the Subsidiary making such acquisition) and the Target
         shall have executed such documents and taken such actions as may be
         required under Section 7.11 (Additional Collateral and Guaranties);

                  (g)      concurrently with delivery of the notice referred to
         in clause (a) above, the Borrower shall have delivered to the
         Administrative Agent such other financial information, financial
         analysis, documentation or other information relating to such
         acquisition as the Administrative Agent or any Lender shall reasonably
         request;

                  (h)      on or prior to the date of such acquisition, the
         Administrative Agent shall have received, in form and substance
         satisfactory to the Administrative Agent, copies of the acquisition
         agreement, related Contractual Obligations and instruments, and all
         opinions, certificates, lien search results and other documents
         reasonably requested by the Administrative Agent; and

                  (i)      at the time of such acquisition and after giving
         effect thereto, (i) no Default or Event of Default shall have occurred
         and be continuing and (ii) all representations and warranties contained
         in Article IV (Representations and Warranties) and in the other Loan
         Documents shall be true and correct in all material respects.

                  "Person" means an individual, partnership, corporation
(including a business trust), joint stock company, estate, trust, limited
liability company, unincorporated association, joint venture or other entity, or
a Governmental Authority.

                  "Plan of Reorganization" has the meaning specified in the
recitals to this Agreement.

                                       26

<PAGE>

                  "Pledge and Security Agreement" means an agreement, in
substantially the form of Exhibit I (Form of Pledge and Security Agreement),
executed by the Borrower and each Guarantor.

                  "Pledged Notes" has the meaning specified in the Pledge and
Security Agreement.

                  "Pledged Stock" has the meaning specified in the Pledge and
Security Agreement.

                  "Projections" means those financial projections dated May 5,
2003, covering the fiscal years ending in 2004 through 2009 inclusive, delivered
to the Lenders by the Borrower prior to the Closing Date.

                  "Property Loss Event" means (a) any loss of or damage to
property of the Borrower or any of its Subsidiaries that results in the receipt
by such Person of proceeds of insurance in excess of $1,000,000 (individually or
in the aggregate) or (b) any taking of property of the Borrower or any of its
Subsidiaries that results in the receipt by such Person of a compensation
payment in respect thereof in excess of $1,000,000 (individually or in the
aggregate).

                  "Proposed Change" has the meaning specified in Section 11.1(c)
(Amendments, Waivers, Etc.).

                  "Protective Advances" means all expenses, disbursements and
advances incurred by the Administrative Agent pursuant to the Loan Documents
after the occurrence and during the continuance of an Event of Default that the
Administrative Agent, in its sole discretion, deems necessary or desirable to
preserve or protect the Collateral or any portion thereof or to enhance the
likelihood, or maximize the amount, of repayment of the Obligations.

                  "Purchasing Lender" has the meaning specified in Section 11.7
(Sharing of Payments, Etc.).

                  "Ratable Portion" or "ratably" means, with respect to any
Lender, (a) with respect to the Revolving Credit Facility, the percentage
obtained by dividing (i) the Revolving Credit Commitment of such Lender by (ii)
the aggregate Revolving Credit Commitments of all Lenders (or, at any time after
the Revolving Credit Termination Date, the percentage obtained by dividing the
aggregate outstanding principal balance of the Revolving Credit Outstandings
owing to such Lender by the aggregate outstanding principal balance of the
Revolving Credit Outstandings owing to all Lenders), (b) with respect to the
Optional Currency Loans in any Optional Currency, the percentage obtained by
dividing (i) the Optional Currency Commitment with respect to such Optional
Currency of such Lender by (ii) the aggregate Optional Currency Commitments with
respect to such Optional Currency of all Optional Currency Lenders and (c) with
respect to the Term Loan Facility, the percentage obtained by dividing (i) the
Term Loan Commitment of such Lender by (ii) the aggregate Term Loan Commitments
of all Lenders (or, at any time after the Closing Date, the percentage obtained
by dividing the principal amount of such Lender's Term Loans by the aggregate
Term Loans of all Lenders) and (d) with respect to the Facilities as a whole,
the percentage obtained by dividing (i) the Commitments of such Lender by (ii)
the aggregate Commitments of all Lenders (or, at any time after the Closing
Date, the

                                       27

<PAGE>

percentage obtained by dividing the aggregate outstanding principal balance of
the Loans owing to such Lender by the aggregate outstanding principal balance of
all Loans owing to all Lenders).

                  "Register" has the meaning specified in Section 11.2(c)
(Assignments and Participations).

                  "Reimbursement Date" has the meaning specified in Section
2.5(h) (Letters of Credit).

                  "Reimbursement Obligations" means all matured reimbursement or
repayment obligations of the Borrower to any Issuer with respect to amounts
drawn under Letters of Credit.

                  "Reinvestment Deferred Amount" means, with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by any Loan Party
in connection therewith that are not initially applied to prepay the Loans
pursuant to Section 2.10 (Mandatory Prepayments) as a result of the delivery of
a Reinvestment Notice no later than five Business Days following such Asset Sale
or Property Loss Event.

                  "Reinvestment Event" means any Asset Sale or Property Loss
Event in respect of which the Borrower has delivered a Reinvestment Notice.

                  "Reinvestment Notice" means a written notice executed by a
Responsible Officer of the Borrower stating that no Default or Event of Default
has occurred and is continuing and that the Borrower (directly or indirectly
through one of its Subsidiaries) intends and expects to use all or a specified
portion of the Net Cash Proceeds of an Asset Sale or Property Loss Event to
acquire assets useful in its or one of its Subsidiaries' businesses or, in the
case of a Property Loss Event, to effect repairs.

                  "Reinvestment Prepayment Amount" means, with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended or required to be expended pursuant to a Contractual Obligation
entered into prior to the relevant Reinvestment Prepayment Date to acquire
assets useful in the Borrower's business or, in the case of a Property Loss
Event, to effect repairs.

                  "Reinvestment Prepayment Date" means, with respect to any
Reinvestment Event, the earlier of (a) the date occurring 180 days after such
Reinvestment Event and (b) the date that is five Business Days after the date on
which the Borrower shall have notified the Administrative Agent of the
Borrower's determination not to acquire replacement assets useful in the
Borrower's or a Subsidiary's business (or, in the case of a Property Loss Event,
not to effect repairs) with all or any portion of the relevant Reinvestment
Deferred Amount.

                  "Related Business" means any business that is substantially
similar to, or related extensions of, the business of the Borrower and/or its
Subsidiaries as conducted on the Closing Date occurring in the ordinary course.

                  "Related Documents" means the Indenture, the Senior Notes, the
Note Guaranties and each other document and instrument executed with respect
thereto.

                  "Release" means, with respect to any Person, any release,
spill, emission, leaking, pumping, injection, deposit, disposal, discharge,
dispersal, leaching or migration, in each

                                       28

<PAGE>

case, of any Contaminant into the indoor or outdoor environment or into or out
of any property owned by such Person, including the movement of Contaminants
through or in the air, soil, surface water, ground water or property.

                  "Remedial Action" means all actions required to (a) clean up,
remove, treat or in any other way address any Contaminant in the indoor or
outdoor environment, (b) prevent the Release or threat of Release or minimize
the further Release so that a Contaminant does not migrate or endanger or
threaten to endanger public health or welfare or the indoor or outdoor
environment or (c) perform pre-remedial studies and investigations and
post-remedial monitoring and care.

                  "Requirement of Law" means, with respect to any Person, the
common law and all federal, state, local and foreign laws, rules and
regulations, orders, judgments, decrees and other determinations of any
Governmental Authority or arbitrator, applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject.

                  "Requisite Lenders" means, collectively, Lenders having more
than fifty percent (50%) of the sum of (a) the aggregate outstanding amount of
the Revolving Credit Commitments or, after the Revolving Credit Termination
Date, the aggregate Revolving Credit Outstandings and (b) the aggregate
outstanding amount of the Term Loan Commitments or, after the Closing Date, the
principal amount of all Term Loans then outstanding. A Non-Funding Lender shall
not be included in the calculation of "Requisite Lenders."

                  "Requisite Revolving Credit Lenders" shall mean Revolving
Credit Lenders having more than fifty percent (50 %) of the aggregate
outstanding amount of the Revolving Credit Commitments or, after the Revolving
Credit Termination Date, fifty percent (50 %) of the aggregate Revolving Credit
Outstandings. A Non-Funding Lender shall not be included in the calculation of
"Requisite Revolving Credit Lenders."

                  "Requisite Term Loan Lenders" means Term Loan Lenders having
more than 50% of the aggregate outstanding amount of the Term Loan Commitments
or, after the Closing Date, fifty percent (50%) of the principal amount of all
Term Loans then outstanding.

                  "Responsible Officer" means, with respect to any Person, any
of the principal executive officers, managing members or general partners of
such Person but, in any event, with respect to financial matters, the chief
financial officer, treasurer or controller of such Person.

                  "Restricted Payment" means (a) any dividend, distribution or
any other payment whether direct or indirect, on account of any Stock or Stock
Equivalents of the Parent, the Borrower or any of its Subsidiaries now or
hereafter outstanding and (b) any redemption, retirement, sinking fund or
similar payment, purchase or other acquisition for value, direct or indirect, of
any Stock or Stock Equivalents of the Parent, the Borrower or any of its
Subsidiaries now or hereafter outstanding.

                  "Revolving Credit Borrowing" means Revolving Loans made on the
same day by the Revolving Credit Lenders ratably according to their respective
Revolving Credit Commitments.

                  "Revolving Credit Commitment" means, with respect to each
Revolving Credit Lender, the commitment of such Revolving Credit Lender to make
Revolving Loans and acquire

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<PAGE>

interests in other Revolving Credit Outstandings in the aggregate principal
amount outstanding not to exceed the amount set forth opposite such Revolving
Credit Lender's name on Schedule I (Commitments) under the caption "Revolving
Credit Commitment," as amended to reflect each Assignment and Acceptance
executed by such Revolving Credit Lender and as such amount may be reduced
pursuant to this Agreement.

                  "Revolving Credit Facility" means the Revolving Credit
Commitments and the provisions herein related to the Revolving Loans, Swing
Loans and Letters of Credit.

                  "Revolving Credit Lender" means each Lender having a Revolving
Credit Commitment.

                  "Revolving Credit Note" means a promissory note of the
Borrower payable to the order of any Revolving Credit Lender in a principal
amount equal to the amount of such Revolving Credit Lender's Revolving Credit
Commitment evidencing the aggregate Indebtedness of the Borrower to such
Revolving Credit Lender resulting from the Revolving Loans owing to such
Revolving Credit Lender.

                  "Revolving Credit Outstandings" means, at any particular time,
the sum of (a) the principal amount of the Revolving Loans outstanding at such
time (including, for any Optional Currency Loans, the Dollar Equivalent
thereof), (b) the Letter of Credit Obligations outstanding at such time
(including, for any Letter of Credit Obligations in any currency other than
Dollars, the Dollar Equivalent thereof) and (c) the principal amount of the
Swing Loans outstanding at such time.

                  "Revolving Credit Termination Date" shall mean the earliest of
(a) the Scheduled Termination Date, (b) the date of termination of the Revolving
Credit Commitments pursuant to Section 2.6 (Reduction and Termination of the
Revolving Credit Commitments) and (c) the date on which the Obligations become
due and payable pursuant to Section 9.2 (Remedies).

                  "Revolving Loan" means any Dollar Revolving Loan or Optional
Currency Loan. To avoid any doubt, no Swing Loan shall be a Revolving Loan.

                  "S&P" means Standard & Poor's Rating Services.

                  "Scheduled Termination Date" means the fifth anniversary of
the Closing Date.

                  "Screen" means (a) with respect to Dollars or Sterling, Dow
Jones Markets Telerate Page 3750, (b) with respect to Euros, the Dow Jones
Markets Telerate Page 248 and (c) with respect to Yen, Reuter Monitor "ZTIBOR."

                  "Secured Obligations" means, in the case of the Borrower, the
Obligations, and, in the case of any other Loan Party, the obligations of such
Loan Party under the Guaranty and the other Loan Documents to which it is a
party.

                  "Secured Parties" means the Lenders, the Issuers, the
Administrative Agent and any other holder of any Secured Obligation.

                  "Security" means any Stock, Stock Equivalent, voting trust
certificate, bond, debenture, note or other evidence of Indebtedness, whether
secured, unsecured, convertible or

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<PAGE>

subordinated, or any certificate of interest, share or participation in, any
temporary or interim certificate for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing, but shall not
include any evidence of the Obligations.

                  "Selling Lender" has the meaning specified in Section 11.7
(Sharing of Payments, Etc.).

                  "Senior Notes" means the 10 1/2 % senior notes due 2010 issued
pursuant to the Indenture.

                  "Series A Preferred Stock" means the 100,000 shares of
preferred stock of the Borrower, par value $1.00 per share, issued pursuant to
the Plan of Reorganization.

                  "Solvent" means, with respect to any Person, that the value of
the assets of such Person (both at fair value and present fair saleable value)
is, on the date of determination, greater than the total amount of liabilities
(including contingent and unliquidated liabilities) of such Person as of such
date and that, as of such date, such Person is able to pay all liabilities of
such Person as such liabilities mature and does not have unreasonably small
capital. In computing the amount of contingent or unliquidated liabilities at
any time, such liabilities shall be computed at the amount that, in light of all
the facts and circumstances existing at such time, represents the amount that
can reasonably be expected to become an actual or matured liability.

                  "SOXA" means the Sarbanes-Oxley Act of 2002, as amended.

                  "Spanish Holdings" means HLI European Holdings ETVE, S.L.

                  "Special Purpose Vehicle" means any special purpose funding
vehicle identified as such in writing by any Lender to the Administrative Agent.

                  "Specified Asset Sale" means an Asset Sale with respect to the
assets listed on Schedule IV.

                  "Standby Letter of Credit" means any Letter of Credit that is
not a Documentary Letter of Credit.

                  "Sterling" and the sign "L" each mean the lawful money
of the United Kingdom.

                  "Stock" means shares of capital stock (whether denominated as
common stock or preferred stock), beneficial, partnership or membership
interests, participations or other equivalents (regardless of how designated) of
or in a corporation, partnership, limited liability company or equivalent
entity, whether voting or non-voting.

                  "Stock Equivalents" means all securities convertible into or
exchangeable for Stock and all warrants, options or other rights to purchase or
subscribe for any Stock, whether or not presently convertible, exchangeable or
exercisable.

                  "Subsidiary" means, with respect to any Person, any
corporation, partnership, limited liability company or other business entity of
which an aggregate of more than 50% of the outstanding Voting Stock is, at the
time, directly or indirectly, owned or controlled by such Person or one or more
Subsidiaries of such Person.

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<PAGE>

                  "Subsidiary Guarantor" means each existing Domestic Subsidiary
of the Borrower (other than a Dormant Subsidiary and other than a Non Emerging
Subsidiary) and each other Subsidiary of Holdings or Borrower that becomes party
to the Guaranty.

                  "Substitute Institution" has the meaning specified in Section
2.18 (Substitution of Lenders).

                  "Substitution Notice" has the meaning specified in Section
2.18 (Substitution of Lenders).

                  "Swing Loan" has the meaning specified in Section 2.3 (Swing
Loan).

                  "Swing Loan Lender" means CNAI or any other Lender that
becomes the Administrative Agent or agrees, with the approval of the
Administrative Agent and the Borrower, to act as the Swing Loan Lender
hereunder, in each case in its capacity as the Swing Loan Lender hereunder.

                  "Swing Loan Request" has the meaning specified in Section
2.3(b) (Swing Loan).

                  "Swiss Branch" means a branch office of U.S. LLC, established
under the laws of Switzerland for the purpose of facilitating financing and
other transactions among the Borrower and its Subsidiaries.

                  "Syndication Agent" has the meaning specified in the preamble
to this Agreement.

                   "Tax Affiliate" means, with respect to any Person, (a) any
Subsidiary of such Person or (b) any Affiliate of such Person with which such
Person files or is eligible to file consolidated, combined or unitary tax
returns.

                  "Tax Return" has the meaning specified in Section 4.8(a)
(Taxes).

                  "Taxes" has the meaning specified in Section 2.17(a) (Taxes).

                  "Term Loan" has the meaning specified in Section 2.1(b) (The
Commitments).

                  "Term Loan Borrowing" means Term Loans made on the same day by
the Term Loan Lenders ratably according to their respective Term Loan
Commitments.

                  "Term Loan Commitment" means, with respect to each Term Loan
Lender, the commitment of such Lender to make Term Loans to the Borrower in the
aggregate principal amount outstanding not to exceed the amount set forth
opposite such Lender's name on Schedule I (Commitments) under the caption "Term
Loan Commitment" as amended to reflect each Assignment and Acceptance executed
by such Lender and as such amount may be reduced pursuant to this Agreement.

                  "Term Loan Facility" means the Term Loan Commitments and the
provisions herein related to the Term Loans.

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<PAGE>

                  "Term Loan Lender" means each Lender having a Term Loan
Commitment.

                  "Term Loan Maturity Date" means the sixth anniversary of the
Closing Date.

                  "Term Loan Note" means a promissory note of the Borrower
payable to the order of any Term Loan Lender in a principal amount equal to the
amount of such Lender's Term Loan Commitment evidencing the Indebtedness of the
Borrower to such Lender resulting from the Term Loan owing to such Lender.

                  "Title IV Plan" means a pension plan, other than a
Multiemployer Plan, covered by Title IV of ERISA and to which the Borrower any
of its Subsidiaries or any ERISA Affiliate has any obligation or liability
(contingent or otherwise).

                  "Treasury Regulations" means the final and temporary (but not
proposed) income tax regulations promulgated under the Code, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).

                  "UCC" has the meaning specified in the Pledge and Security
Agreement.

                  "Unfunded Pension Liability" means, with respect to the
Borrower or any of its Subsidiaries at any time, the sum of (a) the amount, if
any, by which the present value of all accrued benefits under each Title IV Plan
(other than any Title IV Plan subject to Section 4063 of ERISA) exceeds the fair
market value of all assets of such Title IV Plan allocable to such benefits in
accordance with Title IV of ERISA, as determined as of the most recent valuation
date for such Title IV Plan using the actuarial assumptions in effect under such
Title IV Plan, (b) the aggregate amount of withdrawal liability that could be
assessed under Section 4063 with respect to each Title IV Plan subject to such
section, separately calculated for each such Title IV Plan as of its most recent
valuation date and (c) for a period of five years following a transaction
reasonably likely to be covered by Section 4069 of ERISA, the liabilities
(whether or not accrued) that could be avoided by the Borrower, any of its
Subsidiaries or any ERISA Affiliate as a result of such transaction.

                  "Unused Commitment Fee" has the meaning specified in Section
2.13(a) (Fees).

                  "U.S. LLC" means HLI Swiss Holdings, LLC.

                  "Voting Stock" means Stock of any Person having ordinary power
to vote in the election of members of the board of directors, managers, trustees
or other controlling Persons, of such Person (irrespective of whether, at the
time, Stock of any other class or classes of such entity shall have or might
have voting power by reason of the happening of any contingency).

                  "Wholly-Owned Foreign Subsidiary" means any Wholly-Owned
Subsidiary that is a Foreign Subsidiary.

                  "Wholly-Owned Subsidiary" means, in respect of any Person, any
Subsidiary of such Person, all of the Stock of which (other than director's
qualifying shares, as may be required by law, and other de minimis amounts of
shares required to be issued to third parties pursuant to the Requirements of
Law of the jurisdiction in which such Person is organized) is owned by such
Person, either directly or indirectly through one or more Wholly-Owned
Subsidiaries of such Person.

                                       33

<PAGE>

                  "Withdrawal Liability" means, with respect to the Borrower or
any of its Subsidiaries at any time, the aggregate liability incurred (whether
or not assessed) with respect to all Multiemployer Plans pursuant to Section
4201 of ERISA or for increases in contributions required to be made pursuant to
Section 4243 of ERISA.

                  "Working Capital" means, for any Person at any date, the
amount by which the Consolidated Current Assets of such Person at such date
exceeds the Consolidated Current Liabilities of such Person at such date.

                  "Yen" and the sign "Y" each mean the lawful money of Japan.

                  "Yen Lending Office" means with respect to any Optional
Currency Lender, the office of such Lender specified as its "Yen Lending Office"
opposite its name on Schedule II (Applicable Lending Office and Addresses for
Notices) or on the Assignment and Acceptance by which it became an Optional
Currency Lender or such other office of such Lender as such Lender may from time
to time specify to the Borrower and the Administrative Agent.

                  SECTION 1.2       COMPUTATION OF TIME PERIODS

                  In this Agreement, in the computation of periods of time from
a specified date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each mean "to but excluding" and the
word "through" means "to and including."

                  SECTION 1.3       ACCOUNTING TERMS AND PRINCIPLES

                  (a)      Except as set forth below, all accounting terms not
specifically defined herein shall be construed in conformity with GAAP and all
accounting determinations required to be made pursuant hereto (including for
purpose of measuring compliance with Article V (Financial Covenants)) shall,
unless expressly otherwise provided herein, be made in conformity with GAAP.

                  (b)      If any change in the accounting principles used in
the preparation of the most recent Financial Statements delivered under Section
6.1 (Financial Statements) is hereafter required or permitted by the rules,
regulations, pronouncements and opinions of the Financial Accounting Standards
Board or the American Institute of Certified Public Accountants (or any
successors thereto) and such change is adopted by the Borrower with the
agreement of the Borrower's Accountants and results in a change in any of the
calculations required by the definition of "Applicable Margin" or "Applicable
Unused Commitment Fee Rate," Section 2.10(b) (Excess Cash Flow), Article V
(Financial Covenants) or Article VIII (Negative Covenants) had such accounting
change not occurred, the parties hereto agree to enter into negotiations in
order to amend such provisions so as to equitably reflect such change with the
desired result that the criteria for evaluating compliance with such covenants
by the Borrower shall be the same after such change as if such change had not
been made; provided, however, that no change in GAAP that would affect a
calculation that measures compliance with any covenant contained in Article V
(Financial Covenants) or Article VIII (Negative Covenants) shall be given effect
until such provisions are amended to reflect such changes in GAAP.

                  (c)      Except as expressly set forth herein to the contrary,
all references to amounts denominated in any Optional Currency shall mean and be
a reference to such amount in the Dollar Equivalent of such currency.

                                       34

<PAGE>

                  SECTION 1.4       CERTAIN TERMS

                  (a)      The terms "herein," "hereof" and "hereunder" and
similar terms refer to this Agreement as a whole, and not to any particular
Article, Section, subsection or clause in, this Agreement.

                  (b)      Unless otherwise expressly indicated herein, (i)
references in this Agreement to an Exhibit, Schedule, Article, Section, clause
or sub-clause refer to the appropriate Exhibit or Schedule to, or Article,
Section, clause or sub-clause in this Agreement and (ii) the words "above" and
"below", when following a reference to a clause or a sub-clause of any Loan
Document, refer to a clause or sub-clause within, respectively, the same Section
or clause.

                  (c)      Each agreement defined in this Article I shall
include all appendices, exhibits and schedules thereto. Unless the prior written
consent of the Requisite Lenders is required hereunder for an amendment,
restatement, supplement or other modification to any such agreement and such
consent is not obtained, references in this Agreement to such agreement shall be
to such agreement as so amended, restated, supplemented or modified.

                  (d)      References in this Agreement to any statute shall be
to such statute as amended or modified from time to time and to any successor
legislation thereto, in each case as in effect at the time any such reference is
operative.

                  (e)      The term "including" when used in any Loan Document
means "including without limitation" except when used in the computation of time
periods.

                  (f)      The terms "Lender," "Issuer" and "Administrative
Agent" include, without limitation, their respective successors.

                  (g)      Upon the appointment of any successor Administrative
Agent pursuant to Section 10.7 (Successor Administrative Agent), references to
CNAI in Section 10.4 (The Agent Individually) and to Citibank in the definitions
of Base Rate, Dollar Equivalent, Eurocurrency Rate shall be deemed to refer to
the financial institution then acting as the Administrative Agent or one of its
Affiliates if it so designates.

                                   ARTICLE II

                                 THE FACILITIES

                  SECTION 2.1       THE COMMITMENTS

                  (a)      Revolving Credit Commitments. On the terms and
subject to the conditions contained in this Agreement, each Revolving Credit
Lender severally agrees to make loans denominated in Dollars (each a "Dollar
Revolving Loan") to the Borrower from time to time on any Business Day during
the period from the date hereof until the Revolving Credit Termination Date in
an aggregate principal amount at any time outstanding for all such loans by such
Revolving Credit Lender not to exceed such Revolving Credit Lender's Revolving
Credit Commitment; provided, however, that at no time shall any Revolving Credit
Lender be obligated to make a Revolving Loan in excess of such Revolving Credit
Lender's Ratable Portion of the Available Credit. Within the limits of the
Revolving Credit Commitment of each Revolving Credit Lender, amounts of
Revolving Loans repaid may be reborrowed under this Section 2.1.

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<PAGE>

                  (b)      Term Loan Commitments. On the terms and subject to
the conditions contained in this Agreement, each Term Loan Lender severally
agrees to make a loan (each a "Term Loan") in Dollars to the Borrower on the
Closing Date, in an amount not to exceed such Lender's Term Loan Commitment.
Amounts of Term Loans prepaid may not be reborrowed.

                  SECTION 2.2       BORROWING PROCEDURES

                  (a)      Each Revolving Credit Borrowing (including Optional
Currency Loans) shall be made on notice given by the Borrower to the
Administrative Agent not later than 12:00 p.m. (Local Time) (i) one Business
Day, in the case of a Revolving Credit Borrowing of Base Rate Loans, (ii) three
Business Days, in the case of a Revolving Credit Borrowing of Eurocurrency Rate
Loans (other than Optional Currency Loans denominated in Yen), and (iii) four
Business Days, in the case of a Revolving Credit Borrowing of Optional Currency
Loans denominated in Yen, prior to the date of the proposed Revolving Credit
Borrowing. Each such notice shall be in substantially the form of Exhibit C
(Form of Notice of Borrowing) (a "Notice of Borrowing"), specifying (A) the date
of such proposed Revolving Credit Borrowing, (B) the aggregate amount of such
proposed Revolving Credit Borrowing and the currency denomination thereof, (C)
in the case of a proposed Revolving Credit Borrowing denominated in Dollars,
whether any portion of the proposed Revolving Credit Borrowing will be of Base
Rate Loans or Eurocurrency Rate Loans, (D) the initial Interest Period or
Periods for any such Eurocurrency Rate Loans and (E) the Available Credit (after
giving effect to the proposed Revolving Credit Borrowing). The Dollar Revolving
Loans shall be made as Base Rate Loans unless, subject to Section 2.15 (Special
Provisions Governing Eurocurrency Rate Loans), the Notice of Borrowing specifies
that all or a portion thereof shall be Eurocurrency Rate Loans. Notwithstanding
anything to the contrary contained in Section 2.3(a) (Swing Loans), if any
Notice of Borrowing requests a Revolving Credit Borrowing of Base Rate Loans
denominated in Dollars, the Administrative Agent may make a Swing Loan available
to the Borrower in an aggregate amount not to exceed such proposed Revolving
Credit Borrowing, and the aggregate amount of the corresponding proposed
Revolving Credit Borrowing shall be reduced accordingly by the principal amount
of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate
amount that is not less than the applicable Minimum Currency Threshold for such
currency. The Borrower may not request more than ten Revolving Credit Borrowings
per month.

                  (b)      The Term Loan Borrowing shall be made upon receipt of
a Notice of Borrowing given by the Borrower to the Administrative Agent not
later than 12:00 p.m. (New York City time) (i) in the case of a Term Loan
Borrowing of Base Rate Loans, one Business Day prior to Closing Date and (ii) in
the case of a Term Loan Borrowing of Eurocurrency Rate Loans, three Business
Days prior to the Closing Date. The Notice of Borrowing shall specify (A) the
Closing Date, (B) the aggregate amount of such proposed Term Loan Borrowing, (C)
whether any portion of the proposed Term Loan Borrowing will be of Base Rate
Loans or Eurocurrency Rate Loans, and (D) the initial Interest Period or Periods
for any such Eurocurrency Rate Loans. The Term Loans shall be made as Base Rate
Loans unless (subject to Section 2.15 (Special Provisions Governing Eurocurrency
Rate Loans)) the Notice of Borrowing specifies that all or a portion thereof
shall be Eurocurrency Rate Loans.

                  (c)      The Administrative Agent shall give to each Lender
prompt notice of the Administrative Agent's receipt of a Notice of Borrowing
and, if Eurocurrency Rate Loans are properly requested in such Notice of
Borrowing, the applicable interest rate determined pursuant to Section 2.15(a)
(Determination of Interest Rate). Each Lender shall, before 12:00 p.m. (Local
Time) on the date of the proposed Borrowing, make available to the
Administrative Agent at its

                                       36

<PAGE>

address referred to in Section 11.8 (Notices, Etc.), in immediately available
funds, such Lender's Ratable Portion of such proposed Borrowing. Upon
fulfillment (or due waiver in accordance with Section 11.1 (Amendments, Waivers,
Etc.)) (i) on the Closing Date, of the applicable conditions set forth in
Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit) and
(ii) at any time (including the Closing Date), of the applicable conditions set
forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit),
and after the Administrative Agent's receipt of such funds, the Administrative
Agent shall make such funds available to the Borrower.

                  (d)      Unless the Administrative Agent shall have received
notice from a Lender prior to the date of any proposed Borrowing that such
Lender will not make available to the Administrative Agent such Lender's Ratable
Portion of such Borrowing (or any portion thereof), the Administrative Agent may
assume that such Lender has made such Ratable Portion available to the
Administrative Agent on the date of such Borrowing in accordance with this
Section 2.2 and the Administrative Agent may, in reliance upon such assumption,
make available to the Borrower on such date a corresponding amount. If and to
the extent that such Lender shall not have so made such Ratable Portion
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, the
interest rate applicable at the time to the Loans comprising such Borrowing and
(ii) in the case of such Lender, the Federal Funds Rate for the first Business
Day and thereafter at the interest rate applicable at the time to the Loans
comprising such Borrowing. If such Lender shall repay to the Administrative
Agent such corresponding amount, such corresponding amount so repaid shall
constitute such Lender's Loan as part of such Borrowing for purposes of this
Agreement. If the Borrower shall repay to the Administrative Agent such
corresponding amount, such payment shall not relieve such Lender of any
obligation it may have hereunder to the Borrower.

                  (e)      The failure of any Lender to make the Loan or any
payment required by it on the date specified (a "Non-Funding Lender"), including
any payment in respect of its participation in Swing Loans and Letter of Credit
Obligations, shall not relieve any other Lender of its obligations to make such
Loan or payment on such date but no such other Lender shall be responsible for
the failure of any Non-Funding Lender to make a Loan or payment required under
this Agreement.

                  SECTION 2.3       SWING LOANS

                  (a)      On the terms and subject to the conditions contained
in this Agreement, the Swing Loan Lender may, in its sole discretion, make loans
denominated in Dollars (each a "Swing Loan") otherwise available to the Borrower
under the Revolving Credit Facility from time to time on any Business Day during
the period from the date hereof until the Revolving Credit Termination Date in
an aggregate principal amount at any time outstanding (together with the
aggregate principal amount of any other Loan made by the Swing Loan Lender
hereunder in its capacity as a Lender or Swing Loan Lender) not to exceed
$25,000,000; provided, however, that the Swing Loan Lender shall not make any
Swing Loan to the extent that, after giving effect to such Swing Loan, the
aggregate Revolving Credit Outstandings would exceed the then effective
aggregate Revolving Credit Commitments. Each Swing Loan shall be a Base Rate
Loan and must be repaid in full within five days after its making or, if sooner,
upon any Revolving Credit Borrowing hereunder and shall in any event mature no
later than the Revolving Credit

                                       37

<PAGE>

Termination Date. Within the limits set forth in the first sentence of this
clause (a), amounts of Swing Loans repaid may be reborrowed under this clause
(a).

                  (b)      In order to request a Swing Loan, the Borrower shall
telecopy (or forward by electronic mail or similar means) to the Administrative
Agent a duly completed request in substantially the form of Exhibit D (Form of
Swing Loan Request), setting forth the requested amount and date of the Swing
Loan (a "Swing Loan Request"), to be received by the Administrative Agent not
later than 1:00 p.m. (New York time) on the day of the proposed borrowing. The
Administrative Agent shall promptly notify the Swing Loan Lender of the details
of the requested Swing Loan. Subject to the terms of this Agreement, the Swing
Loan Lender may make a Swing Loan available to the Administrative Agent and, in
turn, the Administrative Agent shall make such amounts available to the Borrower
on the date of the relevant Swing Loan Request. The Swing Loan Lender shall not
make any Swing Loan in the period commencing on the first Business Day after it
receives written notice from the Administrative Agent or any Lender that one or
more of the conditions precedent contained in Section 3.2 (Conditions Precedent
to Each Loan and Letter of Credit) shall not on such date be satisfied, and
ending when such conditions are satisfied. The Swing Loan Lender shall not
otherwise be required to determine that, or take notice whether, the conditions
precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter
of Credit) have been satisfied in connection with the making of any Swing Loan.

                  (c)      The Swing Loan Lender shall notify the Administrative
Agent in writing (which writing may be a telecopy or electronic mail) weekly, by
no later than 10:00 a.m. (New York time) on the first Business Day of each week,
of the aggregate principal amount of its Swing Loans then outstanding.

                  (d)      The Swing Loan Lender may demand at any time that
each Revolving Credit Lender pay to the Administrative Agent, for the account of
the Swing Loan Lender, in the manner provided in clause (e) below, such
Revolving Credit Lender's Ratable Portion of all or a portion of the outstanding
Swing Loans, which demand shall be made through the Administrative Agent, shall
be in writing and shall specify the outstanding principal amount of Swing Loans
demanded to be paid.

                  (e)      The Administrative Agent shall forward each notice
referred to in clause (c) above and each demand referred to in clause (d) above
to each Revolving Credit Lender on the day such notice or such demand is
received by the Administrative Agent (except that any such notice or demand
received by the Administrative Agent after 2:00 p.m. (New York time) on any
Business Day or any such demand received on a day that is not a Business Day
shall not be required to be forwarded to the Revolving Credit Lenders by the
Administrative Agent until the next succeeding Business Day), together with a
statement prepared by the Administrative Agent specifying the amount of each
Revolving Credit Lender's Ratable Portion of the aggregate principal amount of
the Swing Loans stated to be outstanding in such notice or demanded to be paid
pursuant to such demand, and, notwithstanding whether or not the conditions
precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter
of Credit) shall have been satisfied (which conditions precedent the Revolving
Credit Lenders hereby irrevocably waive), each Revolving Credit Lender shall,
before 12:00 p.m. (New York time) on the Business Day next succeeding the date
of such Revolving Credit Lender's receipt of such notice of demand, make
available to the Administrative Agent, in immediately available funds, for the
account of the Swing Loan Lender, the amount specified in such statement. Upon
such payment by a Revolving Credit Lender, such Revolving Credit Lender shall,
except as provided in clause (f)

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<PAGE>

below, be deemed to have made a Revolving Loan to the Borrower. The
Administrative Agent shall use such funds to repay the Swing Loans to the Swing
Loan Lender. To the extent that any Revolving Credit Lender fails to make such
payment available to the Administrative Agent for the account of the Swing Loan
Lender, the Borrower shall repay such Swing Loan on demand.

                  (f)      Upon the occurrence of a Default under Section 9.1(f)
(Events of Default), each Revolving Credit Lender shall acquire, without
recourse or warranty, an undivided participation in each Swing Loan otherwise
required to be repaid by such Revolving Credit Lender pursuant to clause (e)
above which participation shall be in a principal amount equal to such Revolving
Credit Lender's Ratable Portion of such Swing Loan, by paying to the Swing Loan
Lender on the date on which such Revolving Credit Lender would otherwise have
been required to make a payment in respect of such Swing Loan pursuant to clause
(e) above, in immediately available funds, an amount equal to such Revolving
Credit Lender's Ratable Portion of such Swing Loan. If all or part of such
amount is not in fact made available by such Revolving Credit Lender to the
Swing Loan Lender on such date, the Swing Loan Lender shall be entitled to
recover any such unpaid amount on demand from such Revolving Credit Lender
together with interest accrued from such date at the Federal Funds Rate for the
first Business Day after such payment was due and thereafter at the rate of
interest then applicable to Base Rate Loans.

                  (g)      From and after the date on which any Revolving Credit
Lender (i) is deemed to have made a Revolving Loan pursuant to clause (e) above
with respect to any Swing Loan or (ii) purchases an undivided participation
interest in a Swing Loan pursuant to clause (f) above, the Swing Loan Lender
shall promptly distribute to such Revolving Credit Lender such Revolving Credit
Lender's Ratable Portion of all payments of principal of and interest received
by the Swing Loan Lender on account of such Swing Loan other than those received
from a Revolving Credit Lender pursuant to clause (e) or (f) above.

                  SECTION 2.4       OPTIONAL CURRENCY LOANS

                  (a)      On the terms and subject to the conditions contained
in this Agreement, each Optional Currency Lender severally agrees to make loans
denominated in Optional Currencies (each an "Optional Currency Loan") otherwise
available to the Borrower under the Revolving Credit Facility from time to time
on any Business Day during the period from the date hereof until the Revolving
Credit Termination Date; provided, however, that at no time shall such Optional
Currency Lender be obligated to make an Optional Currency Loan to the extent
that, after giving effect to such Optional Currency Loan, (i) the aggregate
Revolving Credit Outstandings would exceed the then effective aggregate
Revolving Credit Commitments and (ii) the Dollar Equivalent of such Optional
Currency Loan would exceed such Optional Currency Lender's Ratable Portion of
the Optional Currency Available Credit in such Optional Currency. Within the
limits of the Optional Currency Commitment of each Optional Currency Lender,
amounts of Optional Currency Loans repaid may be reborrowed under this Section
2.4 (Optional Currency Loans).

                  (b)      Immediately upon any Borrowing of an Optional
Currency Loan in accordance with the terms and conditions of this Agreement,
each Optional Currency Lender shall be deemed to have sold and transferred to
each Revolving Credit Lender, and each Revolving Credit Lender shall be deemed
irrevocably and unconditionally to have purchased and received from such
Optional Currency Lender, without recourse or warranty, an undivided interest
and participation in such Optional Currency Loan, which participation shall be
in a principal amount in the applicable Optional Currency equal to such
Revolving Credit Lender's

                                       39

<PAGE>

Ratable Portion of such Optional Currency Loan and the obligations of the
Borrower with respect thereto and any security therefor and guaranty pertaining
thereto.

                  (c)      Upon the occurrence of an Event of Default under
Section 9.1 (Events of Default), each Optional Currency Loan shall be
automatically converted into a Base Rate Loan denominated in Dollars, and the
Administrative Agent shall forward a notice of such Event of Default to each
Revolving Credit Lender before 12:00 p.m. (New York time) on the next succeeding
Business Day, together with a statement prepared by the Administrative Agent
specifying the amount of each Revolving Credit Lender's Ratable Portion of the
aggregate outstanding principal amount of such Optional Currency Loans. Each
Revolving Credit Lender shall, before 12:00 p.m. (New York time) on the Business
Day next succeeding the date of such notice, make available to the
Administrative Agent, in immediately available funds, for the account of the
Optional Currency Lenders, the amount specified in such statement. Upon such
payment by a Revolving Credit Lender, such Revolving Credit Lender shall be
deemed to have made a Revolving Loan to the Borrower. The Administrative Agent
shall use such funds to repay the Optional Currency Loans to the Optional
Currency Lenders. If all or part of such amount is not in fact made available by
such Revolving Credit Lender to the Administrative Agent, each Optional Currency
Lender shall be entitled to recover any such unpaid amount on demand from such
Revolving Credit Lender, together with interest accrued from such date at the
Federal Funds Rate for the first Business Day after such payment was due and
thereafter at the rate of interest then applicable to Base Rate Loans.

                  SECTION 2.5       LETTERS OF CREDIT

                  (a)      On the terms and subject to the conditions contained
in this Agreement, each Issuer agrees to Issue at the request of the Borrower
and for the account of the Borrower one or more Letters of Credit from time to
time on any Business Day during the period commencing on the Closing Date and
ending on the earlier of the Revolving Credit Termination Date and 30 days prior
to the Scheduled Termination Date; provided, however, that no Issuer shall be
under any obligation to Issue any Letter of Credit upon the occurrence of any of
the following:

                           (i)      any order, judgment or decree of any
         Governmental Authority or arbitrator shall purport by its terms to
         enjoin or restrain such Issuer from Issuing such Letter of Credit or
         any Requirement of Law applicable to such Issuer or any request or
         directive (whether or not having the force of law) from any
         Governmental Authority with jurisdiction over such Issuer shall
         prohibit, or request that such Issuer refrain from, the Issuance of
         letters of credit generally or such Letter of Credit in particular or
         shall impose upon such Issuer with respect to such Letter of Credit any
         restriction or reserve or capital requirement (for which such Issuer is
         not otherwise compensated) not in effect on the date of this Agreement
         or result in any unreimbursed loss, cost or expense that was not
         applicable, in effect or known to such Issuer as of the date of this
         Agreement and that such Issuer in good faith deems material to it;

                           (ii)     such Issuer shall have received any written
         notice of the type described in clause (d) below;

                           (iii)    after giving effect to the Issuance of such
         Letter of Credit, the aggregate Revolving Credit Outstandings would
         exceed the aggregate of the Revolving Credit Commitments in effect at
         such time;

                                       40

<PAGE>

                           (iv)     after giving effect to the Issuance of such
         Letter of Credit, the sum of (i) the Dollar Equivalents of the Letter
         of Credit Undrawn Amounts at such time and (ii) the Dollar Equivalents
         of the Reimbursement Obligations at such time exceeds the Letter of
         Credit Sublimit;

                           (v)      any fees due in connection with a requested
         Issuance have not been paid;

                           (vi)     such Letter of Credit is requested to be
         Issued in a form that is not acceptable to such Issuer; or

                           (vii)    such Letter of Credit is requested to be
         denominated in any currency other than Dollars and the Issuer receives
         written notice from the Administrative Agent at or before 12:00 p.m.
         (New York time) on the date of the proposed Issuance of such Letter of
         Credit that, immediately after giving effect to the Issuance of such
         Letter of Credit, the aggregate Letter of Credit Obligations at such
         time in respect of each Letter of Credit denominated in currencies
         other than Dollars would exceed $35,000,000.

None of the Revolving Credit Lenders (other than the Issuers in their capacity
as such) shall have any obligation to Issue any Letter of Credit.

                  (b)      In no event shall the expiration date of any Letter
of Credit (i) be more than one year after the date of issuance thereof or (ii)
be less than thirty days prior to the Scheduled Termination Date; provided,
however, that any Letter of Credit with a one-year term may provide for the
renewal thereof for additional one-year periods (which shall in no event extend
beyond the expiry date referred to in clause (ii) above).

                  (c)      In connection with the Issuance of each Letter of
Credit, the Borrower shall give the relevant Issuer and the Administrative Agent
at least two Business Days' prior written notice, in substantially the form of
Exhibit E (Form of Letter of Credit Request) (or in such other written or
electronic form as is acceptable to the Issuer), of the requested Issuance of
such Letter of Credit (a "Letter of Credit Request"). Such notice shall be
irrevocable and shall specify the Issuer of such Letter of Credit, the currency
of issuance and face amount of the Letter of Credit requested (provided that no
more than five Letters of Credit at any time outstanding shall have a face
amount (or the Dollar Equivalent thereof) of less than $500,000), the date of
Issuance of such requested Letter of Credit, the date on which such Letter of
Credit is to expire (which date shall be a Business Day) and, in the case of an
issuance, the Person for whose benefit the requested Letter of Credit is to be
issued. Such notice, to be effective, must be received by the relevant Issuer
and the Administrative Agent not later than 12:00 p.m. (Local Time) on the
second Business Day prior to the requested Issuance of such Letter of Credit.

                  (d)      Subject to the satisfaction of the conditions set
forth in this Section 2.5, the relevant Issuer shall, on the requested date,
Issue a Letter of Credit on behalf of the Borrower in accordance with such
Issuer's usual and customary business practices. No Issuer shall Issue any
Letter of Credit in the period commencing on the first Business Day after it
receives written notice from any Lender that one or more of the conditions
precedent contained in Section 3.2 (Conditions Precedent to Each Loan and Letter
of Credit) shall not on such date be satisfied or duly waived and ending when
such conditions are satisfied or duly waived. The relevant Issuer shall not
otherwise be required to determine that, or take notice whether, the conditions
precedent

                                       41

<PAGE>

set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of
Credit) have been satisfied in connection with the Issuance of any Letter of
Credit.

                  (e)      If requested by the relevant Issuer, prior to the
issuance of each Letter of Credit by such Issuer, and as a condition of such
Issuance and of the participation of each Revolving Credit Lender in the Letter
of Credit Obligations arising with respect thereto, the Borrower shall have
delivered to such Issuer a letter of credit reimbursement agreement, in such
form as the Issuer may employ in its ordinary course of business for its own
account (a "Letter of Credit Reimbursement Agreement"), signed by the Borrower,
and such other documents or items as may be required pursuant to the terms
thereof. In the event of any conflict between the terms of any Letter of Credit
Reimbursement Agreement and this Agreement, the terms of this Agreement shall
govern.

                  (f)      Each Issuer shall comply with the following:

                           (i)      give the Administrative Agent written notice
         (or telephonic notice confirmed promptly thereafter in writing, which
         writing may be a telecopy or electronic mail) of the Issuance or
         renewal of a Letter of Credit issued by it, of all drawings under a
         Letter of Credit issued by it and the payment (or the failure to pay
         when due) by the Borrower of any Reimbursement Obligation when due
         (which notice the Administrative Agent shall promptly transmit by
         telecopy, electronic mail or similar transmission to each Revolving
         Credit Lender);

                           (ii)     upon the request of any Revolving Credit
         Lender, furnish to such Revolving Credit Lender copies of any Letter of
         Credit Reimbursement Agreement to which such Issuer is a party and such
         other documentation as may reasonably be requested by such Revolving
         Credit Lender; and

                           (iii)    no later than 10 Business Days following the
         last day of each calendar month, provide to the Administrative Agent
         (and the Administrative Agent shall provide a copy to each Revolving
         Credit Lender requesting the same) and the Borrower separate schedules
         for Documentary and Standby Letters of Credit issued by it, in form and
         substance reasonably satisfactory to the Administrative Agent, setting
         forth the aggregate Letter of Credit Obligations outstanding at the end
         of each month and any information requested by the Borrower or the
         Administrative Agent relating thereto.

                  (g)      Immediately upon the issuance by an Issuer of a
Letter of Credit in accordance with the terms and conditions of this Agreement,
such Issuer shall be deemed to have sold and transferred to each Revolving
Credit Lender, and each Revolving Credit Lender shall be deemed irrevocably and
unconditionally to have purchased and received from such Issuer, without
recourse or warranty, an undivided interest and participation, to the extent of
such Revolving Credit Lender's Ratable Portion of the Revolving Credit
Commitments, in such Letter of Credit and the obligations of the Borrower with
respect thereto (including all Letter of Credit Obligations with respect
thereto) and any security therefor and guaranty pertaining thereto.

                  (h)      The Borrower agrees to pay to the Issuer of any
Letter of Credit the amount of all Reimbursement Obligations owing to such
Issuer under any Letter of Credit issued for its account no later than the date
that is the next succeeding Business Day after the Borrower receives written
notice from such Issuer that payment has been made under such Letter of Credit
(the "Reimbursement Date"), irrespective of any claim, set-off, defense or other
right that the

                                       42

<PAGE>

Borrower may have at any time against such Issuer or any other Person. In the
event that any Issuer makes any payment under any Letter of Credit and the
Borrower shall not have repaid such amount to such Issuer pursuant to this
clause (h) or any such payment by the Borrower is rescinded or set aside for any
reason, such Reimbursement Obligation shall be payable on demand with interest
thereon computed (i) from the date on which such Reimbursement Obligation arose
to the Reimbursement Date, at the rate of interest applicable during such period
to Revolving Loans that are Base Rate Loans and (ii) from the Reimbursement Date
until the date of repayment in full, at the rate of interest applicable during
such period to past due Revolving Loans that are Base Rate Loans, and such
Issuer shall promptly notify the Administrative Agent, which shall promptly
notify each Revolving Credit Lender of such failure, and each Revolving Credit
Lender shall promptly and unconditionally pay to the Administrative Agent for
the account of such Issuer the amount of such Revolving Credit Lender's Ratable
Portion of such payment in Dollars (or the Dollar Equivalent thereof if such
payment was made in any currency other than Dollars) and in immediately
available funds. If the Administrative Agent so notifies such Revolving Credit
Lender prior to 12:00 p.m. (Local Time) on any Business Day, such Revolving
Credit Lender shall make available to the Administrative Agent for the account
of such Issuer its Ratable Portion of the amount of such payment on such
Business Day in immediately available funds. Upon such payment by a Revolving
Credit Lender, such Revolving Credit Lender shall, except during the continuance
of a Default or Event of Default under Section 9.1(f) (Events of Default) and
notwithstanding whether or not the conditions precedent set forth in Section 3.2
(Conditions Precedent to Each Loan and Letter of Credit) shall have been
satisfied (which conditions precedent the Revolving Credit Lenders hereby
irrevocably waive), be deemed to have made a Revolving Loan to the Borrower in
the principal amount of such payment. Whenever any Issuer receives from the
Borrower a payment of a Reimbursement Obligation as to which the Administrative
Agent has received for the account of such Issuer any payment from a Revolving
Credit Lender pursuant to this clause (h), such Issuer shall pay to the
Administrative Agent and the Administrative Agent shall promptly pay to each
Revolving Credit Lender, in immediately available funds, an amount equal to such
Revolving Credit Lender's Ratable Portion of the amount of such payment
adjusted, if necessary, to reflect the respective amounts the Revolving Credit
Lenders have paid in respect of such Reimbursement Obligation.

                  (i)      If and to the extent such Revolving Credit Lender
shall not have so made its Ratable Portion of the amount of the payment required
by clause (h) above available to the Administrative Agent for the account of
such Issuer, such Revolving Credit Lender agrees to pay to the Administrative
Agent for the account of such Issuer forthwith on demand any such unpaid amount
together with interest thereon, for the first Business Day after payment was
first due at the Federal Funds Rate and, thereafter until such amount is repaid
to the Administrative Agent for the account of such Issuer, at the rate per
annum applicable to Base Rate Loans under the Facility.

                  (j)      The Borrower's obligation to pay each Reimbursement
Obligation and the obligations of the Revolving Credit Lenders to make payments
to the Administrative Agent for the account of the Issuers with respect to
Letters of Credit shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement, under any and
all circumstances whatsoever, including the occurrence of any Default or Event
of Default, and irrespective of any of the following:

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

                                       43

<PAGE>

                           (ii)     any amendment or waiver of or any consent to
         departure from all or any of the provisions of any Letter of Credit or
         any Loan Document;

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

                           (iv)     any draft or other document presented under
         a Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

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

                           (vi)     any other act or omission to act or delay of
         any kind of the Issuer, the Lenders, the Administrative Agent or any
         other Person or any other event or circumstance whatsoever, whether or
         not similar to any of the foregoing, that might, but for the provisions
         of this Section 2.5, constitute a legal or equitable discharge of the
         Borrower's obligations hereunder.

Any action taken or omitted to be taken by the relevant Issuer under or in
connection with any Letter of Credit, if taken or omitted in the absence of
gross negligence or willful misconduct, shall not put such Issuer under any
resulting liability to the Borrower or any Lender. In determining whether drafts
and other documents presented under a Letter of Credit comply with the terms
thereof, the Issuer may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any
notice or information to the contrary and, in making any payment under any
Letter of Credit, the Issuer may rely exclusively on the documents presented to
it under such Letter of Credit as to any and all matters set forth therein,
including reliance on the amount of any draft presented under such Letter of
Credit, whether or not the amount due to the beneficiary thereunder equals the
amount of such draft and whether or not any document presented pursuant to such
Letter of Credit proves to be insufficient in any respect, if such document on
its face appears to be in order, and whether or not any other statement or any
other document presented pursuant to such Letter of Credit proves to be forged
or invalid or any statement therein proves to be inaccurate or untrue in any
respect whatsoever and any noncompliance in any immaterial respect of the
documents presented under such Letter of Credit with the terms thereof shall, in
each case, be deemed not to constitute willful misconduct or gross negligence of
the Issuer.

                                       44

<PAGE>

                  SECTION 2.6       REDUCTION AND TERMINATION OF THE REVOLVING
CREDIT COMMITMENTS

                  (a)      The Borrower may, upon at least three Business Days'
prior notice to the Administrative Agent, terminate in whole or reduce in part
ratably the unused portions of the respective Revolving Credit Commitments of
the Revolving Credit Lenders; provided, however, that each partial reduction
shall be in an aggregate amount not less than the applicable Minimum Currency
Threshold.

                  (b)      The then current Revolving Credit Commitments shall
be reduced on each date on which a prepayment of Revolving Loans or Swing Loans
is made pursuant to Section 2.10(a) or (b) (Mandatory Prepayments) or would be
required to be made had the outstanding Revolving Loans and Swing Loans equaled
the Revolving Credit Commitments then in effect, in each case in the amount of
such prepayment (or deemed prepayment) (and the Revolving Credit Commitment of
each Lender shall be reduced by its Ratable Portion of such amount).

                  SECTION 2.7       REPAYMENT OF LOANS

                  (a)      The Borrower promises to repay the entire unpaid
principal amount of the Revolving Loans and the Swing Loans on the Scheduled
Termination Date or earlier, if otherwise required by the terms hereof.

                  (b)      The Borrower promises to repay the Term Loans at the
dates and in the amounts set forth below:

<TABLE>
<CAPTION>
----------------------------------------------
       Date                           Amount
----------------------------------------------
<S>                                 <C>
October 31, 2003                    $1,125,000
----------------------------------------------
January 31, 2004                    $1,125,000
----------------------------------------------
April 30, 2004                      $1,125,000
----------------------------------------------
July 31, 2004                       $1,125,000
----------------------------------------------
October 31, 2004                    $1,125,000
----------------------------------------------
January 31, 2005                    $1,125,000
----------------------------------------------
April 30, 2005                      $1,125,000
----------------------------------------------
July 31, 2005                       $1,125,000
----------------------------------------------
October 31, 2005                    $1,125,000
----------------------------------------------
January 31, 2006                    $1,125,000
----------------------------------------------
April 30, 2006                      $1,125,000
----------------------------------------------
July 31, 2006                       $1,125,000
----------------------------------------------
October 31, 2006                    $1,125,000
----------------------------------------------
January 31, 2007                    $1,125,000
----------------------------------------------
April 30, 2007                      $1,125,000
----------------------------------------------
July 31, 2007                       $1,125,000
----------------------------------------------
October 31, 2007                    $1,125,000
----------------------------------------------
January 31, 2008                    $1,125,000
----------------------------------------------
April 30, 2008                      $1,125,000
----------------------------------------------
July 31, 2008                       $1,125,000
----------------------------------------------
October 31, 2008                    $1,125,000
----------------------------------------------
</TABLE>

                                       45

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------
       Date                          Amount
----------------------------------------------
<S>                               <C>
January 31, 2009                  $  1,125,000
----------------------------------------------
April 30, 2009                    $  1,125,000
----------------------------------------------
Term Loan Maturity Date           $424,125,000
----------------------------------------------
</TABLE>

provided, however, that the Borrower shall repay the entire unpaid principal
amount of the Term Loans on the Term Loan Maturity Date.

                  SECTION 2.8       EVIDENCE OF DEBT

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

                  (b)      The Administrative Agent shall establish and maintain
a Register pursuant to Section 11.2(c) and accounts therein in accordance with
its usual practice in which it shall record (i) the amount of each Loan made
and, if a Eurocurrency Rate Loan, the Interest Period applicable thereto, (ii)
the amount of any principal or interest due and payable and paid by the Borrower
to each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder from the Borrower, whether such sum constitutes
principal or interest (and the type of Loan to which it applies), fees, expenses
or other amounts due under the Loan Documents and each Lender's share thereof,
if applicable.

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

                  (d)      Notwithstanding any other provision of the Agreement,
in the event that any Lender requests that the Borrower execute and deliver a
promissory note or notes payable to such Lender in order to evidence the
Indebtedness owing to such Lender by the Borrower hereunder, the Borrower shall
promptly execute and deliver a Note or Notes to such Lender evidencing any Term
Loans and Revolving Loans (and, if such Lender is also the Swing Loan Lender,
Swing Loans), as the case may be, of such Lender, substantially in the forms of
Exhibit B-1 (Form of Revolving Credit Note) or Exhibit B-2 (Form of Term Note),
respectively.

                  SECTION 2.9       OPTIONAL PREPAYMENTS

                  (a)      Revolving Loans. The Borrower may, (a) in the case of
Base Rate Loans, upon at least one Business Day's and (b) in the case of
Eurocurrency Rate Loans, upon at least three Business Days' prior notice to the
Administrative Agent, stating the proposed date and aggregate principal amount
of the prepayment, prepay the outstanding principal amount of the Revolving
Loans and Swing Loans in whole or in part; provided, however, if any prepayment
of any Eurocurrency Rate Loan is made by the Borrower other than on the last day
of an Interest Period for such Loan, the Borrower shall also pay any amount
owing pursuant to Section 2.15(e) (Breakage Costs); and, provided, further, that
each partial prepayment shall be in an aggregate principal amount not less than
$5,000,000 or integral multiples of $1,000,000 in excess thereof.

                                       46

<PAGE>

Upon the giving of such notice of prepayment, the principal amount of Revolving
Loans specified to be prepaid shall become due and payable on the date specified
for such prepayment.

                  (b)      Term Loans. The Borrower may, upon at least three
Business Days' prior notice to the Administrative Agent stating the proposed
date and aggregate principal amount of the prepayment, prepay the outstanding
principal amount of the Term Loans, in whole or in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid;
provided, however, that if any prepayment of any Eurocurrency Rate Loan is made
by the Borrower other than on the last day of an Interest Period for such Loan,
the Borrower shall also pay any amounts owing pursuant to Section 2.15(e)
(Breakage Costs); and, provided, further, that each partial prepayment shall be
in an aggregate amount not less than $5,000,000 or integral multiples of
$1,000,000 in excess thereof and that any such partial prepayment shall be
applied to the remaining installments of such outstanding principal amount of
the Term Loans in the inverse order of their maturities. Upon the giving of such
notice of prepayment, the principal amount of the Term Loans specified to be
prepaid shall become due and payable on the date specified for such prepayment.

                  (c)      The Borrower shall have no right to prepay the
principal amount of any Revolving Loan or any Term Loan other than as provided
in this Section 2.9.

                 SECTION 2.10       MANDATORY PREPAYMENTS

                  (a)      Upon receipt by Holdings, the Parent, the Borrower or
any of its Subsidiaries of Net Cash Proceeds arising (i) from an Asset Sale,
Property Loss Event or Debt Issuance, the Borrower shall immediately prepay the
Loans (or provide cash collateral in respect of Letters of Credit) in an amount
equal to 100% of such Net Cash Proceeds, and (ii) from an Equity Issuance, the
Borrower shall immediately prepay the Loans in an amount equal to 75% of such
Net Cash Proceeds. Any such mandatory prepayment shall be applied in accordance
with clause (c) below.

                  (b)      The Borrower shall prepay the Loans within 90 days
after the last day of each Fiscal Year commencing with the Fiscal Year ending on
January 31, 2005, in an amount equal to 75% of Excess Cash Flow for such Fiscal
Year; provided, however, that, if the Leverage Ratio for any Fiscal Year is (x)
less than 2.25 to 1.0, then such percentage shall be reduced to 50% and (y) less
than 1.50 to 1.0, then such percentage shall be reduced to 0%. Any such
mandatory prepayment shall be applied in accordance with clause (c) below.

                  (c)      Subject to the provisions of Section 2.14(g)
(Payments and Computations):

                           (i)      Except as otherwise provided in clause (ii)
         with respect to prepayments from Net Cash Proceeds of a Reinvestment
         Event, any prepayments made by the Borrower and required to be applied
         in accordance with this clause (c) shall be applied in the following
         order: first, to repay the outstanding principal balance of the Term
         Loans, until such Term Loans shall have been prepaid in full; second,
         to repay the outstanding principal balance of the Swing Loans until
         such Swing Loans shall have been repaid in full; and third, to repay
         the outstanding principal balance of the Revolving Loans until such
         Revolving Loans shall have been paid in full; and then, to provide,
         cash collateral for any Letter of Credit Obligations in the manner set
         forth in Section 9.3

                                       47

<PAGE>

         (Actions in Respect of Letters of Credit) until all such Letter of
         Credit Obligations have been fully cash collateralized in the manner
         set forth therein.

                           (ii)     Any prepayments from Net Cash Proceeds of a
         Reinvestment Event made by the Borrower and required to be applied in
         accordance with this clause (c) shall be applied in the following
         order: first, to repay the outstanding principal balance of the Swing
         Loans until such Swing Loans shall have been repaid in full; and
         second, to repay the outstanding principal balance of the Revolving
         Loans until such Revolving Loans shall have been paid in full; and
         then, to provide, pending application as set forth in any Reinvestment
         Notice or repayment of the Term Loans as set forth in clause (iii)
         below, cash collateral for any Letter of Credit Obligations in the
         manner set forth in Section 9.3 (Actions in Respect of Letters of
         Credit) until all such Letter of Credit Obligations have been fully
         cash collateralized in the manner set forth therein.

                           (iii)    Upon any Reinvestment Prepayment Date in
         respect of any Reinvestment Event, the Borrower shall repay the
         outstanding principal balance of the Term Loans, in an amount equal to
         the Reinvestment Prepayment Amount until such Term Loans shall have
         been prepaid in full.

                           (iv)     All repayments of the Term Loans made
         pursuant to this clause (c) shall be applied to reduce the remaining
         installments of such outstanding principal amounts of the Term Loans in
         the inverse order of their maturities. All repayments of Revolving
         Loans and Swing Loans required to be made pursuant to this clause (c)
         shall result in a permanent reduction of the Revolving Credit
         Commitments to the extent provided in Section 2.6(b) (Reduction and
         Termination of the Revolving Credit Commitments); provided, however,
         that, if such repayment was made from the Net Cash Proceeds of a
         Reinvestment Event, the Revolving Credit Commitments shall not be
         reduced by such prepayment.

                  (d)      If at any time, the aggregate principal amount of
Revolving Credit Outstandings exceeds the Available Credit at such time, the
Borrower shall forthwith prepay the Swing Loans first and then the Revolving
Loans then outstanding in an amount equal to such excess; provided, however,
that, to the extent such excess results solely by reason of a change in exchange
rates, the Borrower shall not be required to make such prepayment unless any
such excess remains on the fifth day immediately following such change, subject
to Section 7.12. If any such excess remains after repayment in full of the
aggregate outstanding Swing Loans and Revolving Loans, the Borrower shall
provide cash collateral for the Letter of Credit Obligations in the manner set
forth in Section 9.3 (Action in Respect of Letters of Credit) in an amount equal
to 105% of such excess.

                  (e)      If at any time the Optional Currency Outstandings
exceeds the Optional Currency Available Credit at such time, the Borrower shall
forthwith prepay the Optional Currency Loans then outstanding in an amount equal
to such excess in the applicable Optional Currency; provided, however, that, to
the extent such excess results solely by reason of a change in exchange rates,
the Borrower shall not be required to make such prepayment unless any such
excess remains on the fifth day immediately following such change, subject to
Section 7.12.

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                  SECTION 2.11      INTEREST

                  (a)      Rate of Interest.

                           (i)      All Dollar Revolving Loans shall be made as
         Base Rate Loans or Eurocurrency Loans; provided, however, that all such
         Loans shall be made as Base Rate Loans unless, subject to Section 2.16
         (Special Provisions Governing Eurocurrency Rate Loans), the Notice of
         Borrowing specifies that all or a portion thereof shall be Eurocurrency
         Rate Loans. Optional Currency Loans shall be made as Eurocurrency Rate
         Loans and shall not be available as Base Rate Loans.

                           (ii)     All Loans and the outstanding amount of all
         other Obligations (other than pursuant to Hedging Contracts that are
         Loan Documents, to the extent such Hedging Contracts provide for the
         accrual of interest on unpaid obligations) shall bear interest, in the
         case of Loans, on the unpaid principal amount thereof from the date
         such Loans are made and, in the case of such other Obligations, from
         the date such other Obligations are due and payable until, in all
         cases, paid in full, except as otherwise provided in clause (c) below,
         as follows:

                                    (A)      if a Base Rate Loan or such other
                  Obligation, at a rate per annum equal to the sum of (A) the
                  Base Rate as in effect from time to time and (B) the
                  Applicable Margin; and

                                    (B)      if a Eurocurrency Rate Loan, at a
                  rate per annum equal to the sum of (A) the Eurocurrency Rate
                  determined for the applicable Interest Period, (B) the
                  Applicable Margin in effect from time to time during such
                  Eurocurrency Interest Period and (C) in the case of any Loan
                  made by a Lender located in the United Kingdom, Mandatory
                  Costs.

                  (b)      Interest Payments. (i) Interest accrued on each Base
Rate Loan (other than Swing Loans) shall be payable in arrears (A) on the first
Business Day of each calendar quarter, commencing on the first such day
following the making of such Base Rate Loan, (B) in the case of Base Rate Loans
that are Term Loans, upon the payment or prepayment thereof in full or in part
and (C) if not previously paid in full, at maturity (whether by acceleration or
otherwise) of such Base Rate Loan, (ii) interest accrued on Swing Loans shall be
payable in arrears on the first Business Day of the immediately succeeding
calendar quarter, (iii) interest accrued on each Eurocurrency Rate Loan shall be
payable in arrears (A) on the last day of each Interest Period applicable to
such Loan and, if such Interest Period has a duration of more than three months,
on each day during such Interest Period occurring every three months from the
first day of such Interest Period, (B) upon the payment or prepayment thereof in
full or in part and (C) if not previously paid in full, at maturity (whether by
acceleration or otherwise) of such Eurocurrency Rate Loan and (iv) interest
accrued on the amount of all other Obligations shall be payable on demand from
and after the time such Obligation becomes due and payable (whether by
acceleration or otherwise).

                  (c)      Default Interest. Notwithstanding the rates of
interest specified in clause (a) above or elsewhere herein, effective
immediately upon the occurrence of an Event of Default and for as long
thereafter as such Event of Default shall be continuing, the principal balance
of all Loans and the amount of all other Obligations then due and payable shall
bear interest at a rate

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<PAGE>

that is two percent per annum in excess of the rate of interest applicable to
such Loans or other Obligations from time to time.

                  SECTION 2.12      CONVERSION/CONTINUATION OPTION

                  (a)      The Borrower may elect (i) at any time on any
Business Day to convert Base Rate Loans (other than Swing Loans) or any portion
thereof to Eurocurrency Rate Loans and (ii) at the end of any applicable
Interest Period, to convert Eurocurrency Rate Loans or any portion thereof into
Base Rate Loans or to continue such Eurocurrency Rate Loans or any portion
thereof for an additional Interest Period; provided, however, that the aggregate
amount of the Eurocurrency Loans for each Interest Period must be in the amount
that is not less than the applicable Minimum Currency Threshold. Each conversion
or continuation shall be allocated among the Loans of each Lender in accordance
with such Lender's Ratable Portion. Each such election shall be in substantially
the form of Exhibit F (Form of Notice of Conversion or Continuation) (a "Notice
of Conversion or Continuation") and shall be made by giving the Administrative
Agent at least three (or, in the case of conversion of Eurocurrency Rate Loans
to Base Rate Loans, one) Business Days' prior written notice specifying (A) the
amount and type of Loan being converted or continued, (B) in the case of a
conversion to or a continuation of Eurocurrency Rate Loans, the applicable
Interest Period and (C) in the case of a conversion, the date of conversion.

                  (b)      The Administrative Agent shall promptly notify each
Lender of its receipt of a Notice of Conversion or Continuation and of the
options selected therein. Notwithstanding the foregoing, (i) Optional Currency
Loans may not be converted into Base Rate Loans and (ii) no conversion in whole
or in part of Base Rate Loans to Eurocurrency Rate Loans and no continuation in
whole or in part of Eurocurrency Rate Loans denominated in Dollars upon the
expiration of any applicable Interest Period, shall be permitted at any time at
which (A) a Default or an Event of Default shall have occurred and be continuing
or (B) the continuation of, or conversion into, a Eurocurrency Rate Loan would
violate any provision of Section 2.15 (Special Provisions Governing Eurocurrency
Rate Loans). If, within the time period required under the terms of this Section
2.12, the Administrative Agent does not receive a Notice of Conversion or
Continuation from the Borrower containing a permitted election to continue any
Eurocurrency Rate Loans for an additional Interest Period or to convert any such
Loans, then, upon the expiration of the applicable Interest Period, such Loans,
if denominated in Dollars, shall be automatically converted to Base Rate Loans
and such Loans, if denominated in any one or more of the Optional Currencies,
shall be automatically continued as Eurocurrency Loans with an interest period
of one month. Each Notice of Conversion or Continuation shall be irrevocable.

                  SECTION 2.13      FEES

                  (a)      Unused Commitment Fee. The Borrower agrees to pay to
each Revolving Credit Lender a commitment fee on the actual daily amount by
which the Revolving Credit Commitment of such Lender exceeds such Lender's
Ratable Portion of the sum of (i) the outstanding principal amount of the Dollar
Equivalent of Revolving Loans and (ii) the outstanding amount of the Letter of
Credit Obligations (the "Unused Commitment Fee") from the date hereof through
the Revolving Credit Termination Date at the Applicable Unused Commitment Fee
Rate, payable in arrears (x) on the first Business Day of each calendar quarter,
commencing on the first such Business Day following the Closing Date and (y) on
the Revolving Credit Termination Date.

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<PAGE>

                  (b)      Letter of Credit Fees. The Borrower agrees to pay the
following amounts with respect to Letters of Credit issued by any Issuer:

                           (i) to the Administrative Agent for the account of
         each Issuer of a Letter of Credit, with respect to each Letter of
         Credit issued by such Issuer, an issuance fee equal to 0.25% per annum
         of the Dollar Equivalent of the maximum undrawn face amount of such
         Letter of Credit, payable in arrears (A) on the first Business Day of
         each calendar quarter, commencing on the first such Business Day
         following the issuance of such Letter of Credit and (B) on the
         Revolving Credit Termination Date;

                           (ii) to the Administrative Agent for the ratable
         benefit of the Revolving Credit Lenders, with respect to each Letter of
         Credit, a fee accruing at a rate per annum equal to the Applicable
         Margin for Revolving Loans that are Eurocurrency Rate Loans on the
         Dollar Equivalent of the maximum undrawn face amount of such Letter of
         Credit, payable in arrears (A) on the first Business Day of each
         calendar quarter, commencing on the first such Business Day following
         the issuance of such Letter of Credit and (B) on the Revolving Credit
         Termination Date; provided, however, that during the continuance of an
         Event of Default, such fee shall be increased by two percent per annum
         and shall be payable on demand; and

                           (iii) to the Issuer of any Letter of Credit, with
         respect to the issuance, amendment or transfer of each Letter of Credit
         and each drawing made thereunder, documentary and processing charges in
         accordance with such Issuer's standard schedule for such charges in
         effect at the time of issuance, amendment, transfer or drawing, as the
         case may be.

                  (c)      Facility Increase Fee. Upon the occurrence of a
Facility Increase pursuant to Section 2.19 (Facility Increase), a fee to each
Lender that participates in such Facility Increase (including any Eligible
Assignee that executes an Assumption Agreement in connection with such Facility
Increase) and each new Lender to be determined by the Arranger and agreed to by
the Borrower based on market conditions at the time of such Facility Increase,
which fee shall be payable on the Facility Increase Effective Date.

                  (d)      Additional Fees. The Borrower has agreed to pay to
the Administrative Agent, the Syndication Agent and each of the Arrangers
additional fees, the amount and dates of payment of which are embodied in the
Fee Letter.

                  SECTION 2.14      PAYMENTS AND COMPUTATIONS

                  (a)      Except as provided in this Section 2.14 (Payments and
Computations), the Borrower shall make each payment hereunder (including fees
and expenses) not later than 12:00 p.m. (Local Time) on the day when due, in
Dollars, to the Administrative Agent at its address referred to in Section 11.8
(Notices, Etc.) in immediately available funds without set-off or counterclaim.
The Administrative Agent shall promptly thereafter cause to be distributed
immediately available funds relating to the payment of principal, interest or
fees to the Lenders, in accordance with the application of payments set forth in
Section 2.10(c) (Mandatory Prepayments) and in clauses (f) or (g) below, as
applicable, for the account of their respective Applicable Lending Offices;
provided, however, that amounts payable pursuant to Section 2.16 (Capital
Adequacy), 2.17 (Taxes) or Section 2.15(c) (Increased Costs) or (d)
(Illegality) shall be paid only to the affected Lender or Lenders and amounts
payable with respect to Swing Loans

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<PAGE>

shall be paid only to the Swing Loan Lender. Payments received by the
Administrative Agent after 12:00 p.m. (Local Time) shall be deemed to be
received on the next Business Day.

                  (b)      All computations of interest and of fees shall be
made by the Administrative Agent on the basis of a year of 360 days, in each
case for the actual number of days (including the first day but excluding the
last day) occurring in the period for which such interest and fees are payable.
Each determination by the Administrative Agent of an interest rate hereunder
shall be conclusive and binding for all purposes, absent manifest error.

                  (c)      Except for Optional Currency Loans which have been
converted to Base Rate Loans denominated in Dollars hereunder, each payment by
the Borrower in respect of any Loan or Reimbursement Obligation (including
interest or fees in respect thereof other than the Unused Commitment Fee) shall
be made in the currency in which such Loan was made or such Letter of Credit was
issued.

                  (d)      Whenever any payment hereunder shall be stated to be
due on a day other than a Business Day, the due date for such payment shall be
extended to the next succeeding Business Day, and such extension of time shall
in such case be included in the computation of payment of interest or fees, as
the case may be; provided, however, that if such extension would cause payment
of interest on or principal of any Eurocurrency Rate Loan to be made in the next
calendar month, such payment shall be made on the immediately preceding Business
Day. All repayments made in Dollars of any Revolving Loans or Term Loans shall
be applied as follows: first, to repay such Loans outstanding as Base Rate Loans
and then, to repay such Loans outstanding as Eurocurrency Rate Loans, with those
Eurocurrency Rate Loans having earlier expiring Eurocurrency Interest Periods
being repaid prior to those having later expiring Eurocurrency Interest Periods.
All repayments made in any of the Optional Currencies of any Optional Currency
Loan shall be applied to such Optional Currency Loan.

                  (e)      Unless the Administrative Agent shall have received
notice from the Borrower to the Lenders prior to the date on which any payment
is due hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent that the Borrower shall not have made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon at the Federal Funds Rate, for the first Business Day, and,
thereafter, at the rate applicable to Base Rate Loans, for each day from the
date such amount is distributed to such Lender until the date such Lender repays
such amount to the Administrative Agent.

                  (f)      Except for payments and other amounts received by the
Administrative Agent and applied in accordance with the provisions of clause (g)
below (or required to be applied in accordance with Section 2.10(c) (Mandatory
Prepayments)), all payments and any other amounts received by the Administrative
Agent from or for the benefit of the Borrower shall be applied as follows:
first, to pay principal of, and interest on, any portion of the Loans the
Administrative Agent may have advanced pursuant to the express provisions of
this Agreement on behalf of any Lender, for which the Administrative Agent has
not then been reimbursed by such Lender or the Borrower, second, to pay all
other Obligations then due and payable and third, as the Borrower so designates.
Payments in respect of Swing Loans received by the Administrative Agent shall be

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<PAGE>

distributed to the Swing Loan Lender; payments in respect of Revolving Loans
denominated in Dollars received by the Administrative Agent shall be distributed
to each Revolving Credit Lender on a pro rata basis in accordance with the
amount of the such Revolving Loans held by it in respect of the aggregate
outstanding Revolving Credit Loans denominated in Dollars; payments in respect
of Optional Currency Loans received by the Administrative Agent shall be
distributed to each Optional Currency Lender on a pro rata basis in accordance
with the amount of the Optional Currency Loans held by it in respect of the
aggregate outstanding Optional Currency Loans; payments in respect of the Term
Loans received by the Administrative Agent shall be distributed to each Term
Loan Lender in accordance with such Lender's Ratable Portion of the Term Loans;
and all payments of fees and all other payments in respect of any other
Obligation shall be allocated among such of the Lenders and Issuers as are
entitled thereto and, for such payments allocated to the Lenders, in proportion
to their respective Ratable Portions.

                  (g)      The Borrower hereby (i) irrevocably waives the right
to direct the application of any and all payments in respect of the Obligations
and any proceeds of Collateral after the occurrence and during the continuance
of an Event of Default and (ii) agrees that, notwithstanding the provisions of
Section 2.10(c) (Mandatory Prepayments) and clause (f) above, the Administrative
Agent may, and, upon either (A) the written direction of the Requisite Lenders
or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies),
shall, deliver a Blockage Notice to each Deposit Account Bank and apply all
payments in respect of any Obligations and all funds on deposit in any Cash
Collateral Account (including all proceeds arising from a Reinvestment Event
that are held in the Cash Collateral Account pending application of such
proceeds as specified in a Reinvestment Notice) and all other proceeds of
Collateral in the following order:

                           First, to pay interest on and then principal of any
portion of the Revolving Loans that the Administrative Agent may have advanced
on behalf of any Lender for which the Administrative Agent has not then been
reimbursed by such Lender or the Borrower;

                            Second, to pay interest on and then principal of any
         Swing Loan;

                            Third, to pay Obligations in respect of any expense
         reimbursements or indemnities then due to the Administrative Agent;

                            Fourth, to pay Obligations in respect of any expense
         reimbursements or indemnities then due to the Lenders and the Issuers;

                            Fifth, to pay Obligations in respect of any fees
         then due to the Administrative Agent, the Lenders and the Issuers;

                            Sixth, to pay interest then due and payable in
         respect of the Loans and Reimbursement Obligations;

                            Seventh, to pay or prepay principal amounts on the
         Loans and Reimbursement Obligations, Cash Management Obligations and
         Obligations with respect to Hedging Contracts and to provide cash
         collateral for outstanding Letter of Credit Undrawn Amounts in the
         manner described in Section 9.3 (Actions in Respect of Letters of
         Credit), ratably to the aggregate principal amount of such Loans,
         Reimbursement

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<PAGE>

         Obligations and Letter of Credit Undrawn Amounts, Cash Management
         Obligations and Obligations owing with respect to Hedging Contracts;
         and

                           Eighth, to the ratable payment of all other
Obligations;

provided, however, that if sufficient funds are not available to fund all
payments to be made in respect of any Obligation described in any of clauses
first, second, third, fourth, fifth, sixth, seventh and eighth above, the
available funds being applied with respect to any such Obligation (unless
otherwise specified in such clause) shall be allocated to the payment of such
Obligations ratably, based on the proportion of the Administrative Agent's and
each Lender's or Issuer's interest in the aggregate outstanding Obligations
described in such clause. The order of priority set forth in clauses first,
second, third, fourth, fifth, sixth, seventh and eighth above may at any time
and from time to time be changed by the agreement of the Lenders in accordance
with the terms hereof without necessity of notice to or consent of or approval
by the Borrower, any Secured Party that is not a Lender or Issuer or by any
other Person that is not a Lender or Issuer. The order of priority set forth in
clauses first, second, third, fourth and fifth above may be changed only with
the prior written consent of the Administrative Agent in addition to that of the
Lenders required by the terms hereof. The order of priority set forth in clauses
first and second above may be changed only with the prior written consent of the
Swing Loan Lender in addition to that of the Lenders required by the terms
hereof and the Administrative Agent.

                  (h)      At the option of the Administrative Agent, principal
on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and
other sums due and payable in respect of the Revolving Loans and Protective
Advances may be paid from the proceeds of Swing Loans or Revolving Loans. The
Borrower hereby authorizes the Swing Loan Lender to make Swing Loans pursuant to
Section 2.3(a) (Swing Loans) and the Revolving Credit Lenders to make Revolving
Loans pursuant to Section 2.2(a) (Borrowing Procedures) from time to time in the
Swing Loan Lender's or such Revolving Credit Lender's discretion, that are in
the amounts of any and all principal due and payable with respect to the Swing
Loans, interest, fees, expenses and other sums due and payable in respect of the
Revolving Loans and any and all sums in respect of the Protective Advances, and
further authorizes the Administrative Agent to give the Revolving Credit Lenders
notice of any Borrowing with respect to such Swing Loans and Revolving Loans and
to distribute the proceeds of such Swing Loans and Revolving Loans to pay such
amounts. The Borrower agrees that all such Swing Loans and Revolving Loans so
made shall be deemed to have been requested by it (irrespective of the
satisfaction of the conditions in Section 3.2 (Conditions Precedent to Each Loan
and Letter of Credit), which conditions the Revolving Credit Lenders irrevocably
waive) and directs that all proceeds thereof shall be used to pay such amounts.

                  SECTION 2.15      SPECIAL PROVISIONS GOVERNING EUROCURRENCY
RATE LOANS

                  (a)      Determination of Interest Rate

                  The Eurocurrency Rate for each Interest Period for
Eurocurrency Rate Loans shall be determined by the Administrative Agent pursuant
to the procedures set forth in the definition of "Eurocurrency Rate." The
Administrative Agent's determination shall be presumed to be correct absent
manifest error and shall be binding on the Borrower.

                  (b)      Interest Rate Unascertainable, Inadequate or Unfair

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<PAGE>

                  In the event that (i) the Administrative Agent determines that
adequate and fair means do not exist for ascertaining the applicable interest
rates by reference to which the Eurocurrency Rate then being determined is to be
fixed or (ii) the Requisite Lenders notify the Administrative Agent that the
Eurocurrency Rate for any Interest Period will not adequately reflect the cost
to the Lenders of making or maintaining such Loans for such Interest Period, the
Administrative Agent shall forthwith so notify the Borrower and the Lenders,
whereupon each Eurocurrency Loan shall automatically, on the last day of the
current Interest Period for such Loan, convert into a Base Rate Loan denominated
in Dollars and the obligations of the Lenders to make Eurocurrency Rate Loans or
to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until
the Administrative Agent shall notify the Borrower that the Requisite Lenders
have determined that the circumstances causing such suspension no longer exist.

                  (c)      Increased Costs

                  If at any time any Lender determines that the introduction of,
or any change in or in the interpretation of, any law, treaty or governmental
rule, regulation or order (other than (x) any change by way of imposition or
increase of reserve requirements included in determining the Eurocurrency Rate
and (y) any change in or in the interpretation of any law, treaty or
governmental rule, regulation or order relating to Taxes, Other Taxes or taxes
imposed on, or measured by, the net income or net profits of such Lender or
franchise taxes imposed on such Lender by the Governmental Authority of the
jurisdiction in which such Lender has its principal office or in which the
Applicable Lending Office for the relevant Eurocurrency Rate Loan is located, or
by any other Governmental Authority other than a Governmental Authority of a
jurisdiction in which such Lender would not be subject to tax but for the
execution and performance of this Agreement or any other Loan Document) or the
compliance by such Lender with any guideline, request or directive from any
central bank or other Governmental Authority (whether or not having the force of
law), shall have the effect of increasing the cost to such Lender of agreeing to
make or making, funding or maintaining any Eurocurrency Rate Loans, then the
Borrower shall from time to time, upon demand by such Lender (with a copy of
such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender additional amounts sufficient to compensate such
Lender for such increased cost. A certificate as to the amount of such increased
cost, submitted to the Borrower and the Administrative Agent by such Lender,
shall be conclusive and binding for all purposes, absent manifest error.

                  (d)      Illegality

                  Notwithstanding any other provision of this Agreement, if any
Lender determines that the introduction of, or any change in or in the
interpretation of, any law, treaty or governmental rule, regulation or order
after the date of this Agreement shall make it unlawful, or any central bank or
other Governmental Authority shall assert that it is unlawful, for any Lender or
its Eurocurrency Lending Office to make Eurocurrency Rate Loans or to continue
to fund or maintain Eurocurrency Rate Loans, then, on notice thereof and demand
therefor by such Lender to the Borrower through the Administrative Agent, (i)
the obligation of such Lender to make or to continue Eurocurrency Rate Loans and
to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended, and
each such Lender shall make a Base Rate Loan denominated in Dollars as part of
any requested Borrowing of Eurocurrency Rate Loans and (ii) if the affected
Eurocurrency Rate Loans are then outstanding, the Borrower shall immediately
convert each such Loan into a Base Rate Loan denominated in Dollars. If, at any
time after a Lender gives notice under this Section 2.15(d), such Lender
determines that it may lawfully make Eurocurrency Rate Loans,

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<PAGE>

such Lender shall promptly give notice of that determination to the Borrower and
the Administrative Agent, and the Administrative Agent shall promptly transmit
the notice to each other Lender. The Borrower's right to request, and such
Lender's obligation, if any, to make Eurocurrency Rate Loans shall thereupon be
restored.

                  (e)      Breakage Costs

                  In addition to all amounts required to be paid by the Borrower
pursuant to Section 2.11 (Interest), the Borrower shall compensate each Lender,
upon demand, for all losses, expenses and liabilities (including any loss or
expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Lender to fund or maintain such Lender's
Eurocurrency Rate Loans to the Borrower but excluding any loss of the Applicable
Margin on the relevant Loans) that such Lender may sustain (i) if for any reason
a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans
does not occur on a date specified therefor in a Notice of Borrowing or a Notice
of Conversion or Continuation given by the Borrower or in a telephonic request
by it for borrowing or conversion or continuation or a successive Interest
Period does not commence after notice therefor is given pursuant to Section 2.12
(Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate
Loan is prepaid (including mandatorily pursuant to Section 2.10 (Mandatory
Prepayments)) on a date that is not the last day of the applicable Interest
Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate
Loan to a Base Rate Loan as a result of any of the events indicated in clause
(d) above or (iv) as a consequence of any failure by the Borrower to repay
Eurocurrency Rate Loans when required by the terms hereof. The Lender making
demand for such compensation shall deliver to the Borrower concurrently with
such demand a written statement as to such losses, expenses and liabilities, and
this statement shall be conclusive as to the amount of compensation due to such
Lender, absent manifest error.

                  (f)      Deposits in Optional Currencies Unavailable

                  Notwithstanding anything in Section 2.2 (Borrowing Procedures)
to the contrary, if any Optional Currency Lender shall, not later than 12:00
p.m. (Local Time) two Business Days before the date of any requested Borrowing
of an Optional Currency Loan, notify the Administrative Agent that such Lender
is not satisfied that deposits in the applicable Optional Currency will be
freely available to it in the relevant amount and for the relevant Interest
Period, the right of the Borrower to request Optional Currency Loans in such
currency from such Lender shall be suspended until such Lender shall notify the
Administrative Agent that the circumstances causing such suspension no longer
exist, and, at the option of the Borrower, either (i) the applicable Notice of
Borrowing may be withdrawn and such Borrowing shall not be made or (ii) the
Optional Currency Loan to be made by such Optional Currency Lender as part of
such Borrowing or any subsequent Borrowing of Optional Currency Loans requested
during such suspension shall be made as a Dollar Revolving Loan, subject to the
applicable Minimum Currency Threshold. If the Borrower elects to withdraw its
Notice of Borrowing, the Borrower shall be liable to each Optional Currency
Lender for any damages suffered on account thereof of a nature described in this
Section 2.15. The Administrative Agent shall, upon receiving notice from such
Lender that the circumstances causing any such suspension no longer apply,
promptly so notify the Borrower; provided, however, that the failure of the
Administrative Agent to so notify the Borrower shall not impair the rights of
the Optional Currency Lenders under this clause (f) of Section 2.15 or expose
the Administrative Agent to any liability.

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<PAGE>

                  SECTION 2.16      CAPITAL ADEQUACY

                  If at any time any Lender determines that (a) the adoption of,
or any change in or in the interpretation of, any law, treaty or governmental
rule, regulation or order after the date of this Agreement regarding capital
adequacy, (b) compliance with any such law, treaty, rule, regulation or order or
(c) compliance with any guideline or request or directive from any central bank
or other Governmental Authority (whether or not having the force of law) shall
have the effect of reducing the rate of return on such Lender's (or any
corporation controlling such Lender's) capital as a consequence of its
obligations hereunder or under or in respect of any Letter of Credit to a level
below that which such Lender or such corporation could have achieved but for
such adoption, change, compliance or interpretation, then, upon demand from time
to time by such Lender (with a copy of such demand to the Administrative Agent),
the Borrower shall pay to the Administrative Agent for the account of such
Lender, from time to time as specified by such Lender, additional amounts
sufficient to compensate such Lender for such reduction. A certificate as to
such amounts submitted to the Borrower and the Administrative Agent by such
Lender shall be conclusive and binding for all purposes absent manifest error.

                  SECTION 2.17      TAXES

                  (a)      Except as otherwise provided in this Section 2.17,
any and all payments by any Loan Party under each Loan Document shall be made
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding (i) in the case of each Lender, each Issuer, and the
Administrative Agent (A) taxes measured by its net income or net profit and
franchise taxes imposed on it, by the jurisdiction (or any political subdivision
thereof) under the laws of which such Lender, such Issuer or the Administrative
Agent (as the case may be) is organized or carries on business and (B) any
United States withholding taxes payable with respect to payments under the Loan
Documents under laws (including any statute, treaty or regulation) in effect on
the Closing Date (or, in the case of (x) an Eligible Assignee, the date of the
Assignment and Acceptance, (y) a successor Administrative Agent, the date of the
appointment of such Administrative Agent and (z) a successor Issuer, the date on
which such Issuer becomes an Issuer) applicable to such Lender, such Issuer or
the Administrative Agent, as the case may be, but not excluding any United
States withholding taxes payable as a result of any change in such laws
occurring after the Closing Date (or the date of such Assignment and Acceptance
or the date of such appointment of such Administrative Agent or the date on
which such Issuer becomes an Issuer) and (ii) in the case of each Lender and
each Issuer, taxes measured by its net income or net profit and franchise taxes
imposed on it as a result of a present or former connection between such Lender
or such Issuer and the jurisdiction of the Governmental Authority imposing such
tax or any taxing authority thereof or therein (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If any Taxes shall be required by law to be
deducted from or in respect of any sum payable under any Loan Document to any
Lender, any Issuer or the Administrative Agent (w) the sum payable shall be
increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.17) such Lender, such Issuer or the Administrative Agent (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (x) the relevant Loan Party shall make such deductions,
(y) the relevant Loan Party shall pay the full amount deducted to the relevant
taxing authority or other authority in accordance with applicable law and (z)
the relevant Loan Party shall deliver to the Administrative Agent evidence of
such payment.

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                  (b)      In addition, each Loan Party agrees to pay any
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies of the United States or any political
subdivision thereof or any applicable foreign jurisdiction, and all liabilities
with respect thereto, in each case arising from any payment made under any Loan
Document or from the execution, delivery or registration of, or otherwise with
respect to, any Loan Document (collectively, "Other Taxes").

                  (c)      Except as otherwise provided in this Section 2.17,
each Loan Party shall indemnify each Lender, each Issuer and the Administrative
Agent for the full amount of Taxes and Other Taxes (including any Taxes and
Other Taxes imposed by any jurisdiction on amounts payable under this Section
2.17) paid by such Lender, such Issuer or the Administrative Agent (as the case
may be) and any liability (including for penalties, interest and expenses)
arising therefrom or with respect thereto, whether or not such Taxes or Other
Taxes were correctly or legally asserted; provided, however, that such Loan
Party shall not have any obligation under this clause (c) to any Lender, any
Issuer or the Administrative Agent in respect of penalties, interest and other
similar liabilities attributable to such indemnified Taxes or Other Taxes if
such penalties, interest or other similar liabilities are caused by or result
from the gross negligence or willful misconduct of the Person seeking
indemnification under this clause (c), as determined by a court of competent
jurisdiction in a final non-appealable judgment or order. This indemnification
shall be made within 30 days after the date such Lender, such Issuer or the
Administrative Agent (as the case may be) makes written demand therefor. Such
written demand shall set forth in reasonable detail the amount of such
indemnification and the calculation of such amount, and shall be presumed to be
correct in the absence of manifest error.

                  (d)      Within 30 days after the date of any payment of Taxes
or Other Taxes by any Loan Party pursuant to this Section 2.17, the Borrower
shall furnish to the Administrative Agent, at its address referred to in Section
11.8 (Notices, Etc.), the original or a certified copy of a receipt evidencing
payment thereof, or other evidence of such payment reasonably satisfactory to
the Administrative Agent.

                  (e)      Without prejudice to the survival of any other
agreement of any Loan Party hereunder or under the Guaranty, the agreements and
obligations of such Loan Party contained in this Section 2.17 shall survive the
payment in full of the Obligations.

                  (f)      Prior to the Closing Date in the case of each
Non-U.S. Lender that is a signatory hereto, and on the date of the Assignment
and Acceptance pursuant to which it becomes a Lender or on the date a successor
Issuer becomes an Issuer or on the date a successor Administrative Agent becomes
the Administrative Agent in the case of each other Non-U.S. Lender and from time
to time thereafter if requested by the Borrower or the Administrative Agent,
each Non-U.S. Lender that is entitled at such time to an exemption from United
States withholding tax, or that is subject to such tax at a reduced rate under
an applicable tax treaty, shall provide the Administrative Agent and the
Borrower with two completed originals of each of the following, as applicable:
(i) Form W-8ECI (claiming exemption from United States withholding tax because
the income is effectively connected with a U.S. trade or business) or any
successor form, (ii) Form W-8BEN (claiming exemption from, or a reduction of,
United States withholding tax under an income tax treaty) or any successor form,
(iii) in the case of a Non-U.S. Lender claiming exemption under Sections 871(h)
or 881(c) of the Code, a Form W-8BEN (claiming exemption from United States
withholding tax under the portfolio interest exemption) or any successor form
and a certificate in form and substance reasonably satisfactory to the

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Administrative Agent to the effect that (1) such Non-U.S. Lender is not a "bank"
for purposes of Section 881(c)(3)(A) of the Code, is not subject to regulatory
or other legal requirements as a bank in any jurisdiction, and has not been
treated as a bank for purposes of any tax, securities law or other filing or
submission made to any Governmental Authority, any application made to a rating
agency or qualification for any exemption from any tax, securities law or other
legal requirements, (2) is not a ten percent (10%) shareholder for purposes of
Section 881(c)(3)(B) of the Code and (3) is not a controlled foreign corporation
receiving interest from a related person for purposes of Section 881(c)(3)(C) of
the Code or (iv) any other applicable form, certificate or document prescribed
by the IRS certifying as to such Non-U.S. Lender's entitlement to such exemption
from United States withholding tax or reduced rate with respect to all payments
to be made to such Non-U.S. Lender under the Loan Documents. Each Non-U.S.
Lender shall also provide to each of the Borrower and the Administrative Agent
two completed copies of the relevant forms (or successor forms), certificates or
documents described in clauses (i) through (iv) of the immediately preceding
sentence on or before the date that the most recent form, certificate or
document previously provided expires or becomes obsolete, or promptly after the
occurrence of any event requiring a change in the most recent form, certificate
or document previously provided, certifying that such Non-U.S. Lender is exempt
from or entitled to a reduced rate of United States withholding tax on payments
made under any Loan Document or to or for such Non-U.S. Lender, unless a change
in law (including, without limitation, any change in treaty or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required that renders all such documentation inapplicable or that would prevent
such Non-U.S. Lender from duly completing and delivering any documentation with
respect to it. Each Lender, the Administrative Agent and each Issuer that is a
United States person as defined in Section 7701(a)(30) of the Code and that is
not an "exempt recipient" (as defined in Treasury Regulations Section
1.6049-4(c)) with respect to which no withholding is required shall deliver, at
the time(s) and in the manner(s) described above with respect to the other forms
referenced in clauses (i)-(iv) of this clause (f) above, to the Borrower and the
Administrative Agent (as applicable) a properly completed and duly executed Form
W-9 or any successor form, certifying that such person is exempt from United
States backup withholding tax on payments made hereunder under the Loan
Documents. Unless the Borrower and the Administrative Agent have received, prior
to making payment under any Loan Document to or for a Non-U.S. Lender, forms or
other documents satisfactory to them indicating that payments under any Loan
Document are not subject to United States withholding tax or are subject to such
tax at a rate reduced by an applicable tax treaty, the Borrower or the
Administrative Agent shall withhold amounts required to be withheld by
applicable Requirements of Law from such payments at the applicable statutory
rate.

                  (g)      Any Lender or Issuer claiming any additional amounts
payable pursuant to this Section 2.17 shall use its reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
change the jurisdiction of its Applicable Lending Office if the making of such a
change would avoid the need for, or reduce the amount of, any such additional
amounts that would be payable or may thereafter accrue and would not, in the
sole determination of such Lender or such Issuer, be otherwise materially
disadvantageous to such Lender or such Issuer.

                  (h)      For any period with respect to which a Lender or
Issuer has failed to provide the Borrower or the Administrative Agent with the
appropriate form, certificate or document described in Section 2.17(f), such
Lender or Issuer shall not be entitled to indemnification or increased amounts
under Section 2.17(a) or Section 2.17(c) for any Taxes or Other Taxes imposed by
the United States by reason of such failure.

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                  (i)      If any Lender, Issuer or the Administrative Agent
determines in its sole discretion that it has actually received any refund of
tax in connection with any deduction or withholding or payment of any additional
amount by the Loan Parties pursuant to this Section 2.17 such Person shall
reimburse the Borrower in an amount equal to such refund, after tax, and net of
all expenses incurred by the such Person in connection with such refund. The
Borrower shall return such amount to the applicable Person in the event that
such Person is required to repay such refund of tax. Nothing contained in this
paragraph shall interfere with the right of each of the Lenders, the Issuers and
the Administrative Agent to arrange its tax affairs in whatever manner it thinks
fit, nor to disclose any information or any computations relating to its tax
affairs or to do anything that would prejudice its ability to benefit from other
credits, relief, remissions or repayments to which it may be entitled.

                  SECTION 2.18      SUBSTITUTION OF LENDERS

                  (a)      In the event that (i)(A) any Lender makes a claim
under Section 2.15(c) (Increased Costs) or Section 2.16 (Capital Adequacy), (B)
it becomes illegal for any Lender to continue to fund or make any Eurocurrency
Rate Loan and such Lender notifies the Borrower pursuant to Section 2.15(d)
(Illegality), (C) the Borrower is required to make any payment pursuant to
Section 2.17 (Taxes) that is attributable to a particular Lender or (D) any
Lender becomes a Non-Funding Lender, (ii) in the case of clause (i)(A) above, as
a consequence of increased costs in respect of which such claim is made, the
effective rate of interest payable to such Lender under this Agreement with
respect to its Loans materially exceeds the effective average annual rate of
interest payable to the Requisite Lenders under this Agreement and (iii) in the
case of clause (i)(A), (B) and (C) above, Lenders holding at least 75% of the
Revolving Credit Commitments and Lenders holding at least 75% of the Term Loan
Commitments are not subject to such increased costs or illegality, payment or
proceedings (any such Lender, an "Affected Lender"), the Borrower may substitute
any Lender and, if reasonably acceptable to the Administrative Agent, any other
Eligible Assignee (a "Substitute Institution") for such Affected Lender
hereunder, after delivery of a written notice (a "Substitution Notice") within a
reasonable time (in any case not to exceed 90 days) following the occurrence of
any of the events described in clauses (i)(A), (B), (C) or (D) above by the
Borrower to the Administrative Agent and the Affected Lender that the Borrower
intends to make such substitution; provided, however, that, if more than one
Lender claims increased costs, illegality or right to payment arising from the
same act or condition and such claims are received by the Borrower within 30
days of each other, then the Borrower may substitute all, but not (except to the
extent the Borrower has already substituted one of such Affected Lenders before
the Borrower's receipt of the other Affected Lenders' claim) less than all,
Lenders making such claims.

                  (b)      If the Substitution Notice was properly issued under
this Section 2.18, the Affected Lender shall sell, and the Substitute
Institution shall purchase, all rights and claims of such Affected Lender under
the Loan Documents and the Substitute Institution shall assume, and the Affected
Lender shall be relieved of, the Affected Lender's Revolving Credit Commitments
and all other prior unperformed obligations of the Affected Lender under the
Loan Documents (other than in respect of any damages (other than exemplary or
punitive damages, to the extent permitted by applicable law) in respect of any
such unperformed obligations). Such purchase and sale (and the corresponding
assignment of all rights and claims hereunder) shall be effective on (and not
earlier than) the later of (i) the receipt by the Affected Lender of a payment
in an amount equal to its Ratable Portion of the Revolving Credit Outstandings
and the Term Loans, together with any other Obligations owing to it, (ii) the
receipt by the Administrative

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Agent of an agreement in form and substance satisfactory to it and the Borrower
whereby the Substitute Institution shall agree to be bound by the terms hereof
and (iii) the payment in full to the Affected Lender in cash of all fees,
unreimbursed costs and expenses and indemnities accrued and unpaid through such
effective date. Upon the effectiveness of such sale, purchase and assumption,
the Substitute Institution shall become a "Lender" hereunder for all purposes of
this Agreement having a Commitment in the amount of such Affected Lender's
Commitment assumed by it and such Commitment of the Affected Lender shall be
terminated; provided, however, that all indemnities under the Loan Documents
shall continue in favor of such Affected Lender.

                  (c)      Each Lender agrees that, if it becomes an Affected
Lender and its rights and claims are assigned hereunder to a Substitute
Institution pursuant to this Section 2.18, it shall execute and deliver to the
Administrative Agent an Assignment and Acceptance to evidence such assignment,
together with any Note (if such Loans are evidenced by a Note) evidencing the
Loans subject to such Assignment and Acceptance; provided, however, that the
failure of any Affected Lender to execute an Assignment and Acceptance shall not
render such assignment invalid.

                  SECTION 2.19      FACILITY INCREASE

                  (a)      General. The Borrower may request, in writing, to
increase the aggregate Revolving Credit Commitments by up to $25,000,000 (the
"Facility Increase"); provided, however, that such increase will only become
effective if (i) the Borrower shall have given the Administrative Agent at least
5 Business Days' notice of its intention to effect a Facility Increase and the
desired amount of such Facility Increase, (ii) at the time of and after giving
effect to such increase, the Borrower is in pro forma compliance with the
financial covenants set forth in Article V (Financial Covenants) hereof, (iii)
no Default or Event of Default has occurred and is continuing, (iv) one or more
Lenders agree to participate in such Facility Increase (or an Eligible Assignee
or Eligible Assignees reasonably acceptable to the Administrative Agent, the
Optional Currency Lenders and the Issuer agrees to accept the offer of such
increase as provided below), (v) the conditions precedent to a Borrowing set
forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit)
are satisfied as of such date, and (vi) if requested by the Administrative
Agent, an opinion of counsel to the Loan Parties in form and substance and from
counsel satisfactory to the Administrative Agent and addressed to the
Administrative Agent, the Issuers and the Lenders and addressing such matters as
the Administrative Agent may reasonably request shall be delivered to the
Administrative Agent.

                  (b)      Procedures. The Borrower shall have the right to
offer such increase to (x) the existing Lenders, and each existing Lender will
have the right, but not the obligation, to commit to all or a portion of the
proposed increase or (y) other Eligible Assignees reasonably acceptable to the
Administrative Agent and the Issuer, provided, however, that the minimum
Revolving Credit Commitment of each such new Eligible Assignee accepting a
Revolving Credit Commitment as part of such Facility Increase equals or exceeds
$1,000,000, and such Lender or Eligible Assignee executes an assumption
agreement (in form and substance reasonably satisfactory to the Administrative
Agent) pursuant to which such Lender agrees to commit to all or a portion of
such Facility Increase and, in the case of an Eligible Assignee, to be bound by
the terms of this Agreement as a Lender. On the effective date provided for in
such assumption agreement providing for a Facility Increase (each a "Facility
Increase Effective Date"), the Revolving Credit Commitments will be increased by
the amount committed to by each Lender or Eligible Assignee on the Facility
Increase Effective Date. In the event there are Lenders and Eligible Assignees
that have committed to a Facility Increase in excess of the maximum amount

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requested (or permitted), then the Administrative Agent shall have the right to
allocate such commitments, first to Lenders and then to Eligible Assignees, on
whatever basis the Administrative Agent determines is appropriate in
consultation with the Borrower.

                  (c)      Funding of Facility Increase. On each Facility
Increase Effective Date, each Lender and Eligible Assignee providing a portion
of the Facility Increase shall transfer immediately available funds to the
Administrative Agent in an amount equal to its Ratable Portion (after giving
effect to such Facility Increase) of outstanding Revolving Loans. The
Administrative Agent shall distribute such amount ratably among the Revolving
Lenders.

                  (d)      Number of Requests and Maximum Increase. The Borrower
may make up to two requests for a Facility Increase; provided such requests are
given on or before June 3, 2004 and provided further that the aggregate amount
of the Facility Increase effected pursuant to all such requests does not exceed
$25,000,000.

                                  ARTICLE III

                    CONDITIONS TO LOANS AND LETTERS OF CREDIT

                  SECTION 3.1       CONDITIONS PRECEDENT TO INITIAL LOANS AND
LETTERS OF CREDIT

                  The obligation of each Lender to make the Loans requested to
be made by it on the Closing Date and the obligation of each Issuer to Issue
Letters of Credit on the Closing Date is subject to the satisfaction or due
waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.):

                  (a)      Certain Documents. The Administrative Agent shall
have received on or prior to the Closing Date each of the following, each dated
the Closing Date unless otherwise indicated or agreed to by the Administrative
Agent, in form and substance satisfactory to the Administrative Agent:

                           (i)      this Agreement, duly executed and delivered
         by the Borrower and, for the account of each Lender requesting the
         same, a Note or Notes of the Borrower conforming to the requirements
         set forth herein;

                           (ii)     the Guaranty, duly executed by each
         Guarantor;

                           (iii)    the Pledge and Security Agreement, duly
         executed by the Borrower and each Guarantor, together with each of the
         following:

                                    (A)      evidence satisfactory to the
                  Administrative Agent that, upon the filing and recording of
                  instruments delivered at the Closing, the Administrative Agent
                  (for the benefit of the Secured Parties) shall have a valid
                  and perfected first priority security interest in the
                  Collateral, including (x) such documents duly executed by each
                  Loan Party as the Administrative Agent may request with
                  respect to the perfection of its security interests in the
                  Collateral

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                  (including patent, trademark and copyright security agreements
                  suitable for filing with the Patent and Trademark Office or
                  the Copyright Office, as the case may be, and other applicable
                  documents under the laws of any jurisdiction with respect to
                  the perfection of Liens created by the Pledge and Security
                  Agreement) and (y) copies of UCC search reports as of a recent
                  date listing all effective financing statements that name any
                  Loan Party as debtor, together with copies of such financing
                  statements, none of which shall cover the Collateral except
                  for those that shall be terminated on the Closing Date or are
                  otherwise permitted hereunder;

                                    (B)      share certificates representing all
                  of the certificated Pledged Stock being pledged pursuant to
                  such Pledge and Security Agreement and stock powers for such
                  share certificates executed in blank;

                                    (C)      all instruments representing
                  Pledged Notes being pledged pursuant to such Pledge and
                  Security Agreement duly endorsed in favor of the
                  Administrative Agent or in blank;

                                    (D)      Deposit Account Control Agreements
                  from all Deposit Account Banks; and

                                    (E)      Control Account Agreements from (1)
                  all securities intermediaries with respect to all securities
                  accounts and securities entitlements of the Borrower and such
                  each Guarantor and (2) all futures commission agents and
                  clearing houses with respect to all commodities contracts and
                  commodities accounts held by the Borrower and each Guarantor;

                           (iv)     Mortgages for all of the Real Properties of
         the Loan Parties (except as may be agreed to by the Administrative
         Agent), together with (A) title insurance policies (or marked-up
         unconditional binders for such insurance or other evidence acceptable
         to the Administrative Agent proving ownership thereof), satisfactory in
         form and substance to the Administrative Agent, in its sole discretion,
         (B) evidence that the recording of counterparts of such Mortgages in
         the recording offices specified in such Mortgages will create a valid
         and enforceable first priority lien on property described therein in
         favor of the Administrative Agent for the benefit of the Secured
         Parties (or in favor of such other trustee as may be required or
         desired under local law) and (C) an opinion of counsel in each state in
         which any such Mortgage is to be recorded in form and substance and
         from counsel satisfactory to the Administrative Agent;

                           (v)      a favorable opinion of (A) Skadden, Arps,
         Slate, Meagher & Flom, LLP, counsel to the Loan Parties, in
         substantially the form of Exhibit G (Form of Opinion of Counsel for the
         Loan Parties), (B) counsels to the Loan Parties set forth on Schedule
         3.1(a)(v), in each case addressed to the Administrative Agent and the
         Lenders and addressing such other matters as any Lender through the
         Administrative Agent may reasonably request and (C) counsel to the
         Administrative Agent as to the enforceability of this Agreement and the
         other Loan Documents to be executed on the Closing Date;

                           (vi)     a copy of the articles or certificate of
         incorporation (or equivalent Constituent Document) of each Loan Party,
         certified as of a recent date by the

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         Secretary of State of the state of organization of such Loan Party,
         together with certificates of such official attesting to the good
         standing of each such Loan Party;

                           (vii)    a certificate of the Secretary or an
         Assistant Secretary of each Loan Party certifying (A) the names and
         true signatures of each officer of such Loan Party that has been
         authorized to execute and deliver any Loan Document or other document
         required hereunder to be executed and delivered by or on behalf of such
         Loan Party, (B) the by-laws (or equivalent Constituent Document) of
         such Loan Party as in effect on the date of such certification, (C) the
         resolutions of such Loan Party's Board of Directors (or equivalent
         governing body) approving and authorizing the execution, delivery and
         performance of this Agreement and the other Loan Documents to which it
         is a party and (D) that there have been no changes in the certificate
         of incorporation (or equivalent Constituent Document) of such Loan
         Party from the certificate of incorporation (or equivalent Constituent
         Document) delivered pursuant to clause (vi) above;

                           (viii)   a certificate of a Responsible Officer of
         the Borrower, stating that each Loan Party is Solvent, in each case,
         after giving effect to the initial Loans and Letters of Credit, the
         application of the proceeds thereof in accordance with Section 7.9
         (Application of Proceeds), the consummation of the other transactions
         contemplated in the Plan of Reorganization and the payment of all
         estimated legal, accounting and other fees related hereto and thereto;

                           (ix)     a certificate of a Responsible Officer to
         the effect that (A) the condition set forth in Section 3.2(b)
         (Conditions Precedent to Each Loan and Letter of Credit) has been
         satisfied and (B) no litigation not listed on Schedule 4.7 (Litigation)
         shall have been commenced against any Loan Party or any of its
         Subsidiaries that, if adversely determined, would have a Material
         Adverse Effect;

                           (x)      evidence that the insurance policies
         required by Section 7.5 (Maintenance of Insurance) and any Collateral
         Document are in full force and effect, together with endorsements
         naming the Administrative Agent, on behalf of the Secured Parties, as
         an additional insured or loss payee under material insurance policies
         to be maintained with respect to the properties of Holdings, the
         Parent, the Borrower and its Subsidiaries;

                           (xi)     a copy of the Disclosure Statement,
         certified by a Responsible Officer of the Borrower that (A) such copy
         is a true, correct and complete copy, (B) such Disclosure Statement has
         been duly authorized by the Board of Directors of the Borrower's
         predecessor in bankruptcy and duly executed by the Borrower's
         predecessor in bankruptcy and filed with the Bankruptcy Court and (C)
         such Disclosure Statement shall not have been rescinded or amended from
         the form so certified;

                           (xii)    a certificate of a Responsible Officer of
         the Borrower certifying (A) that attached thereto is a true, correct
         and complete copy of the Confirmation Order (including the Plan of
         Reorganization attached to the Confirmation Order) and (B) that no
         appeal or motion for rehearing has been filed and is currently pending
         in connection with such Confirmation Order;

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                           (xiii)   a copy of each Related Document and each
         Disclosure Document not previously delivered pursuant to this Section
         3.1, certified as being complete and correct by a Responsible Officer
         of the Borrower;

                           (xiv)    the Financial Statements referred to in
         Section 4.4(a) and a business plan of the Borrower, approved by the
         Borrower's Board of Directors, which shall include the Projections
         referred to in Section 4.4(c); and

                           (xv)     such other certificates, documents,
         agreements and information respecting any Loan Party as any Lender
         through the Administrative Agent may reasonably request.

                  (b)      Plan of Reorganization. (i) The Bankruptcy Court
shall have entered the Confirmation Order, confirming the Plan of Reorganization
and approving and authorizing the transactions contemplated hereby; (ii) all
conditions precedent to the effectiveness of the Plan of Reorganization shall
have been satisfied (or duly waived in accordance with the terms thereof and
with the prior written consent of the Administrative Agent), and the Effective
Date (as defined in the Plan of Reorganization) shall have occurred or occur
concurrently with the funding hereunder; (iii) unless otherwise agreed by the
Administrative Agent in its sole discretion, ten days shall have passed since
the entry of the Confirmation Order and the Confirmation Order shall have become
a Final Order; (iv) unless otherwise agreed by the Administrative Agent in its
sole discretion, the Administrative Agent shall be satisfied that the Bankruptcy
Court's retention of jurisdiction under the Confirmation Order will not govern
the enforcement of the Loan Documents; and (v) the transactions set forth in the
Plan of Reorganization shall have been consummated in accordance with all
applicable Requirements of Law and otherwise to the satisfaction of the
Administrative Agent.

                  (c)      Existing Indebtedness. The Administrative Agent shall
have received evidence in form and substance satisfactory to the Administrative
Agent that (i) all obligations of the Borrower and its Subsidiaries under the
DIP Credit Agreement shall have been repaid in full (other than letters of
credit for which the Borrower has requested back-to-back Letters of Credit to be
issued hereunder in form and substance satisfactory to the agent, lenders and
issuers under the DIP Credit Agreement), (ii) the DIP Credit Agreement, all Loan
Documents (as defined therein) and all Liens shall have been terminated, (iii)
all other claims and Liens against the Borrower and its Subsidiaries shall have
been released, dismissed or terminated pursuant to the Reorganization Plan
(except to the extent otherwise specified in the Plan of Reorganization) and
(iv) all Indebtedness (including all accrued and unpaid interest thereon and
other related obligations) of each Foreign Subsidiary of the Borrower shall have
been repaid in full, and all Liens granted by such Foreign Subsidiary in
connection with any such Indebtedness shall have been terminated, except as set
forth on Schedules 8.1 and 8.2.

                  (d)      Related Documents.

                           (i)      The Administrative Agent shall be satisfied
         with the terms and conditions of the Related Documents;

                           (ii)     The Administrative Agent shall be satisfied
         that the Related Documents have been duly executed and delivered, have
         been approved by all corporate action of the Borrower and each of the
         other parties thereto and are in full force and

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         effect and that there shall not have occurred and be continuing any
         material breach or default thereunder; and

                           (iii)    All conditions precedent to the consummation
         of the Related Documents shall have been satisfied or waived with the
         consent of the Administrative Agent, and the Administrative Agent shall
         have received evidence in form and substance satisfactory to the
         Administrative Agent that the Senior Notes in an aggregate principal
         amount of at least $250,000,000 have been issued by the Borrower and
         that at least 97% of the proceeds thereof has been received in cash and
         applied to the consummation of the Plan of Reorganization and related
         transaction costs.

                  (e)      Debt Rating Condition. The senior secured
Indebtedness of the Borrower shall be rated at least B+ by S&P and at least B1
by Moody's and such rating shall not be subject to a "negative watch" or
"negative outlook."

                  (f)      Fee and Expenses Paid. There shall have been paid to
the Administrative Agent, for the account of the Administrative Agent and the
Lenders, as applicable, all fees and expenses (including reasonable fees and
expenses of counsel) due and payable on or before the Closing Date (including
all such fees described in the Fee Letter).

                  (g)      Consents, Etc. Each of the Borrower and its
Subsidiaries shall have received all consents and authorizations required
pursuant to any material Contractual Obligation with any other Person and shall
have obtained all Permits of, and effected all notices to and filings with, any
Governmental Authority, in each case, as may be necessary to allow each of the
Borrower and its Subsidiaries lawfully (i) to execute, deliver and perform, in
all material respects, their respective obligations hereunder and under the Loan
Documents and the Related Documents to which each of them, respectively, is, or
shall be, a party and each other agreement or instrument to be executed and
delivered by each of them, respectively, pursuant thereto or in connection
therewith, (ii) to create and perfect the Liens on the Collateral to be owned by
each of them in the manner and for the purpose contemplated by the Loan
Documents and (iii) to consummate the Plan of Reorganization.

                  (h)      Environmental Assessments. For each piece of real
property in the United States subject to a Mortgage, the Administrative Agent
shall have received an environmental site assessment report prepared by Gaia
Tech, Inc., in a form and scope satisfactory to the Administrative Agent, that
discloses, to the sole satisfaction of the Lenders, no Environmental Liabilities
and Costs that have a Material Adverse Effect.

                  (i)      Asset Appraisals. The Administrative Agent shall have
received asset appraisals of all Inventory, Real Property and Equipment of the
Borrower and its Subsidiaries in form, scope and substance reasonably
satisfactory to the Administrative Agent.

                  (j)      Intercompany Loans. Each Foreign Subsidiary of the
Borrower listed on Schedule 3.1(j) shall have satisfied each of the conditions
precedent set forth on Schedule 8.3(f).

                  SECTION 3.2       CONDITIONS PRECEDENT TO EACH LOAN AND LETTER
OF CREDIT

                  The obligation of each Lender on any date (including the
Closing Date) to make any Loan and of each Issuer on any date (including the
Closing Date) to Issue any Letter of Credit is subject to the satisfaction of
each of the following conditions precedent:

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                  (a)      Request for Borrowing or Issuance of Letter of
Credit. With respect to any Loan, the Administrative Agent shall have received a
duly executed Notice of Borrowing (or, in the case of Swing Loans, a duly
executed Swing Loan Request), and, with respect to any Letter of Credit, the
Administrative Agent and the Issuer shall have received a duly executed Letter
of Credit Request.

                  (b)      Representations and Warranties; No Defaults. The
following statements shall be true on the date of such Loan or Issuance, both
before and after giving effect thereto and, in the case of any Loan, to the
application of the proceeds therefrom:

                           (i)      the representations and warranties set forth
         in Article IV (Representations and Warranties) and in the other Loan
         Documents shall be true and correct on and as of the Closing Date and
         shall be true and correct in all material respects on and as of any
         such date after the Closing Date with the same effect as though made on
         and as of such date, except to the extent such representations and
         warranties expressly relate to an earlier date, in which case such
         representations and warranties shall have been true and correct in all
         material respects as of such earlier date; and

                           (ii)     no Default or Event of Default shall have
         occurred and be continuing.

                  (c)      No Legal Impediments. The making of the Loans or the
Issuance of such Letter of Credit on such date does not violate any Requirement
of Law on the date of or immediately following such Loan or Issuance of such
Letter of Credit and is not enjoined, temporarily, preliminarily or permanently.

                  (d)      Additional Matters. The Administrative Agent shall
have received such additional documents, information and materials as the
Administrative Agent may reasonably request.

Each submission by the Borrower to the Administrative Agent of a Notice of
Borrowing or a Swing Loan Request and the acceptance by the Borrower of the
proceeds of each Loan requested therein, and each submission by the Borrower to
an Issuer of a Letter of Credit Request, and the Issuance of each Letter of
Credit requested therein, shall be deemed to constitute a representation and
warranty by the Borrower as to the matters specified in clause (b) above on the
date of the making of such Loan or the Issuance of such Letter of Credit.

                  SECTION 3.3       DETERMINATIONS OF INITIAL BORROWING
CONDITIONS

                  For purposes of determining compliance with the conditions
specified in Section 3.1 (Conditions Precedent to Initial Loans and Letters of
Credit), each Lender shall be deemed to have consented to, approved, accepted or
be satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to the Lenders unless
an officer of the Administrative Agent responsible for the transactions
contemplated by the Loan Documents shall have received notice from such Lender
prior to the initial Borrowing or Issuance hereunder specifying its objection
thereto and such Lender shall not have made available to the Administrative
Agent such Lender's Ratable Portion of such Borrowing.

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                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  To induce the Lenders, the Issuers and the Administrative
Agent to enter into this Agreement, each of Holdings and the Borrower represents
and warrants each of the following to the Lenders, the Issuers and the
Administrative Agent, on and as of the Closing Date and after giving effect to
the Plan of Reorganization and the making of the Loans and the other financial
accommodations on the Closing Date and on and as of each date as required by
Section 3.2(b)(i) (Conditions Precedent to Each Loan and Letter of Credit):

                  SECTION 4.1       CORPORATE EXISTENCE; COMPLIANCE WITH LAW

                  Each of Holdings, the Borrower and their Subsidiaries (a) is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) is duly qualified to do business as a
foreign corporation and in good standing under the laws of each jurisdiction
where such qualification is necessary, except where the failure to be so
qualified or in good standing would not, in the aggregate, have a Material
Adverse Effect, (c) has all requisite power and authority and the legal right to
own, pledge, mortgage and operate its properties, to lease the property it
operates under lease and to conduct its business as now or currently proposed to
be conducted, (d) is in compliance with its Constituent Documents, (e) is in
compliance with all applicable Requirements of Law except where the failure to
be in compliance would not, in the aggregate, have a Material Adverse Effect and
(f) has all necessary licenses, permits, consents or approvals from or by, has
made all necessary filings with, and has given all necessary notices to, each
Governmental Authority having jurisdiction, to the extent required for such
ownership, operation and conduct, except for licenses, permits, consents,
approvals or filings that can be obtained or made by the taking of ministerial
action to secure the grant or transfer thereof or the failure to obtain or make
would not, in the aggregate, have a Material Adverse Effect.

                  SECTION 4.2       CORPORATE POWER; AUTHORIZATION; ENFORCEABLE
OBLIGATIONS

                  (a)      The execution, delivery and performance by each Loan
Party of the Loan Documents to which it is a party and the consummation of the
transactions contemplated thereby:

                           (i)      are within such Loan Party's corporate,
         limited liability company, partnership or other powers;

                           (ii)     have been or, at the time of delivery
         thereof pursuant to Article III (Conditions To Loans And Letters Of
         Credit) will have been duly authorized by all necessary action,
         including the consent of shareholders, partners and members where
         required;

                           (iii)    do not and will not (A) contravene such Loan
         Party's or any of its Subsidiaries' respective Constituent Documents,
         (B) violate any other Requirement of Law applicable to such Loan Party
         (including Regulations T, U and X of the Federal Reserve Board), or any
         order or decree of any Governmental Authority or arbitrator applicable
         to such Loan Party, (C) conflict with or result in the breach of, or
         constitute a default under, or result in or permit the termination or
         acceleration of, any Contractual Obligation of such Loan Party or any
         of its Subsidiaries or (D) result in the creation or

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<PAGE>

         imposition of any Lien upon any property of such Loan Party or any of
         its Subsidiaries, other than those in favor of the Secured Parties
         pursuant to the Collateral Documents; and

                           (iv)     do not require the consent of, authorization
         by, approval of, notice to, or filing or registration with, any
         Governmental Authority or any other Person, other than those listed on
         Schedule 4.2 (Consents) and that have been or will be, prior to the
         Closing Date, obtained or made, copies of which have been or will be
         delivered to the Administrative Agent pursuant to Section 3.1
         (Conditions Precedent to Initial Loans and Letters of Credit), and each
         of which on the Closing Date will be in full force and effect and, with
         respect to the Collateral, filings (if any) required to perfect the
         Liens created by the Collateral Documents.

                  (b)      This Agreement has been, and each of the other Loan
Documents will have been upon delivery thereof pursuant to the terms of this
Agreement, duly executed and delivered by each Loan Party party thereto. This
Agreement is, and the other Loan Documents will be, when delivered hereunder,
the legal, valid and binding obligation of each Loan Party party thereto,
enforceable against such Loan Party in accordance with its terms.

                  (c)      The execution, delivery and performance by each
Intercompany Loan Party of the Intercompany Loan Documents to which it is a
party and the consummation of the transactions contemplated thereby:

                           (i)      are within such Intercompany Loan Party's
         corporate, limited liability company, partnership or other powers;

                           (ii)     have been or, at the time of delivery
         thereof will have been duly authorized by all necessary action,
         including the consent of shareholders, partners and members where
         required;

                           (iii)    do not and will not (A) contravene such
         Intercompany Loan Party's or any of its Subsidiaries' respective
         Constituent Documents, (B) violate any other Requirement of Law
         applicable to such Intercompany Loan Party, or any order or decree of
         any Governmental Authority or arbitrator applicable to such
         Intercompany Loan Party, (C) conflict with or result in the breach of,
         or constitute a default under, or result in or permit the termination
         or acceleration of, any Contractual Obligation of such Intercompany
         Loan Party or any of its Subsidiaries or (D) result in the creation or
         imposition of any Lien upon any property of such Intercompany Loan
         Party or any of its Subsidiaries, other than those in favor of
         Intercompany Lenders pursuant to the Intercompany Collateral Documents;
         and

                           (iv)     do not require the consent of, authorization
         by, approval of, notice to, or filing or registration with, any
         Governmental Authority or any other Person, other than those listed on
         Schedule 4.2 (Consents) and that have been or will be, prior to the
         Closing Date, obtained or made, copies of which have been or will be
         delivered to the Administrative Agent pursuant to Section 3.1
         (Conditions Precedent to Initial Loans and Letters of Credit), and each
         of which on the Closing Date will be in full force and effect and, with
         respect to the Intercompany Collateral, filings required to perfect the
         Liens created by the Intercompany Collateral Documents.

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<PAGE>

                  (d)      Each of the Intercompany Loan Documents will have
been, upon delivery pursuant to the terms of this Agreement, duly executed and
delivered by each Intercompany Loan Party party thereto. The Intercompany Loan
Documents will be, when delivered hereunder, the legal, valid and binding
obligation of each Intercompany Loan Party party thereto, enforceable against
such Intercompany Loan Party in accordance with its terms.

                  SECTION 4.3       OWNERSHIP; SUBSIDIARIES

                  (a)      As of the Closing Date, the authorized capital stock
of Holdings consists of 100,000,000 shares of common stock, $0.01 par value per
share, of which 30,000,000 shares are issued and outstanding. All of the
outstanding capital stock of Holdings has been validly issued, is fully paid and
non-assessable. Except as contemplated by the Plan of Reorganization, no Stock
of the Holdings or the Parent is subject to any option, warrant, right of
conversion or purchase or any similar right. There are no agreements or
understandings to which the Parent is a party with respect to the voting, sale
or transfer of any shares of Stock of the Parent or any agreement restricting
the transfer or hypothecation of any such shares.

                  (b)      As of the Closing Date, (i) the authorized capital
stock of the Borrower consists of 600,000 shares of common stock, $0.01 par
value per share, of which 590,000 shares are issued and outstanding and 100,000
shares of Series A Preferred Stock, $1.00 par value per share, of which 100,000
shares are issued and outstanding and (ii) the authorized capital stock of the
Parent consists of 1,000 shares of common stock, $0.01 par value per share, of
which 1,000 shares are issued and outstanding. All of the outstanding capital
stock of the Borrower has been validly issued, is fully paid and non-assessable
and is owned beneficially and of record by the Parent, and all of the
outstanding capital stock of the Parent has been validly issued, is fully paid
and non-assessable and is owned beneficially and of record by Holdings, in each
case, free and clear of all Liens other than the Lien in favor of the Secured
Parties created by the Pledge and Security Agreement. No Stock of the Borrower
is subject to any option, warrant, right of conversion or purchase or any
similar right, except as set forth in the Certificate of Designations for the
Series A Preferred Stock in effect on the Closing Date. There are no agreements
or understandings to which the Borrower, is a party with respect to the voting,
sale or transfer of any shares of Stock of the Borrower or any agreement
restricting the transfer or hypothecation of any such shares.

                  (c)      Set forth on Schedule 4.3 (Ownership of Subsidiaries)
is a complete and accurate list showing, as of the Closing Date, all
Subsidiaries of Holdings and the Borrower and, as to each such Subsidiary, the
jurisdiction of its organization, the number of shares of each class of Stock
authorized (if applicable), the number outstanding on the Closing Date and the
number and percentage of the outstanding shares of each such class owned
(directly or indirectly) by the Borrower. No Stock of any Subsidiary of Holdings
is subject to any outstanding option, warrant, right of conversion or purchase
of any similar right. All of the outstanding Stock of each Subsidiary of the
Borrower owned (directly or indirectly) by the Borrower has been validly issued,
is fully paid and non-assessable (to the extent applicable) and is owned by the
Borrower or a Subsidiary of the Borrower, free and clear of all Liens (in the
case of the Loan Parties, other than the Liens in favor of the Secured Parties
created pursuant to the Pledge and Security Agreement and, in the case of all
other Subsidiaries of the Borrower, other than the Liens created pursuant to the
Intercompany Pledge and Security Agreements), options, warrants, rights of
conversion or purchase or any similar rights. Neither the Borrower nor any such
Subsidiary is a party to, or has knowledge of, any agreement restricting the
transfer or hypothecation of any Stock of any such Subsidiary, other than the
Loan Documents and the Intercompany Loan

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<PAGE>

Documents. The Borrower does not own or hold, directly or indirectly, any Stock
of any Person other than such Subsidiaries and Investments permitted by Section
8.3 (Investments).

                  (d)      The Dormant Subsidiaries conduct no business and have
no material assets.

                  SECTION 4.4       FINANCIAL STATEMENTS

                  (a)      The Consolidated balance sheet of the Borrower and
its Subsidiaries as at January 31, 2003, and the related Consolidated statements
of income, retained earnings and cash flows of the Borrower and its Subsidiaries
for the fiscal year then ended, certified by KPMG, LLP, copies of which have
been furnished to each Lender pursuant to Section 3.1 (Conditions Precedent to
Initial Loans and Letters of Credit), fairly present the Consolidated financial
condition of the Borrower and its Subsidiaries as at such dates and the
Consolidated results of the operations of the Borrower and its Subsidiaries for
the period ended on such dates in conformity with GAAP.

                  (b)      Neither Holdings, the Borrower nor any of their
respective Subsidiaries has any material obligation, contingent liability or
liability for taxes, long-term leases or unusual forward or long-term commitment
that is not reflected in the Financial Statements referred to in clause (a)
above or in the notes thereto and not otherwise permitted by this Agreement.

                  (c)      The Projections, a copy of which has been delivered
to the Administrative Agent pursuant to Section 3.1 (Conditions Precedent to
Initial Loans and Letters of Credit), have been prepared by the Borrower in
light of the past operations of its business, and reflect projections for the
six year period beginning on the Closing Date on a Fiscal Quarter by Fiscal
Quarter basis for the first year and on a year by year basis thereafter. The
Projections are based upon estimates and assumptions stated therein, all of
which the Borrower believes to be reasonable and fair in light of current
conditions and current facts known to the Borrower and, as of the Closing Date,
reflect the Borrower's good faith and reasonable estimates of the future
financial performance of the Borrower and its Subsidiaries and of the other
information projected therein for the periods set forth therein.

                  (d)      The unaudited pro forma Consolidated balance sheet of
the Borrower and its Subsidiaries, a copy of which shall be delivered to each
Lender on or before June 15, 2003, (i) will be prepared as of April 30, 2003,
(ii) will reflect as of such date, on a pro forma basis after giving effect to
the initial Loans and Letters of Credit, the Consolidated financial condition of
the Borrower and its Subsidiaries and (iii) the assumptions expressed therein
shall be reasonable based on the information available to the Borrower at the
time so furnished.

                  SECTION 4.5       MATERIAL ADVERSE CHANGE

                  Since January 31, 2003, there has been no Material Adverse
Change and there have been no events or developments that, in the aggregate,
have had a Material Adverse Effect.

                  SECTION 4.6       SOLVENCY

                  After giving effect to (a) the Loans and Letter of Credit
Obligations and Intercompany Loans to be made or extended on the Closing Date or
such other date as Loans and Letter of Credit Obligations requested, and
Intercompany Loans permitted, hereunder are made or

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extended, (b) the disbursement of the proceeds of such Loans or Intercompany
Loans pursuant to the instructions of the Borrower, (c) the Plan of
Reorganization and the consummation of the other financing transactions
contemplated hereby and (d) the payment and accrual of all transaction costs in
connection with the foregoing, each of the Loan Parties and their Subsidiaries
is Solvent.

                  SECTION 4.7       LITIGATION

                  Except as set forth on Schedule 4.7 (Litigation), there are no
pending or, to the knowledge of the Borrower, threatened actions, investigations
or proceedings affecting the Borrower or any of its Subsidiaries before any
court, Governmental Authority or arbitrator other than those that, in the
aggregate, would not have a Material Adverse Effect. The performance of any
action by any Loan Party or any other Subsidiary of the Borrower required or
contemplated by any Loan Document, any Related Document or any Intercompany Loan
Document is not restrained or enjoined (either temporarily, preliminarily or
permanently).

                  SECTION 4.8       TAXES

                  (a)      Except as set forth on Schedule 4.8 (Taxes), all
federal, state, local and foreign income and franchise and other material tax
returns, reports and statements (collectively, the "Tax Returns") required to be
filed by the Borrower or any of its Tax Affiliates have been filed with the
appropriate Governmental Authorities in all jurisdictions in which such Tax
Returns are required to be filed, all such Tax Returns are true and correct in
all material respects, and all taxes, charges and other impositions reflected
therein have been paid prior to the date on which any fine, penalty, interest,
late charge or loss may be added thereto for non-payment thereof except where
contested in good faith and by appropriate proceedings if adequate reserves
therefor have been established on the books of the Borrower or such Tax
Affiliate in conformity with GAAP. Except as set forth on Schedule 4.8 (Taxes),
no Tax Return of the Borrower or any of its Tax Affiliates is under audit or
examination by any Governmental Authority and no notice of such an audit or
examination or any assertion of any claim for Taxes has been given or made by
any Governmental Authority. Except as set forth on Schedule 4.8 (Taxes), proper
and accurate amounts have been withheld by the Borrower and each of its Tax
Affiliates from their respective employees for all periods in full and material
compliance with the tax, social security and unemployment withholding provisions
of applicable Requirements of Law and such withholdings have been timely paid to
the respective Governmental Authorities.

                  (b)      Except as set forth on Schedule 4.8 (Taxes), none of
the Borrower or any of its Tax Affiliates has (i) executed or filed with the IRS
or any other Governmental Authority any agreement or other document extending,
or having the effect of extending, the period for the filing of any Tax Return
or the assessment or collection of any charges, (ii) incurred any obligation
under any tax sharing agreement or arrangement other than those of which the
Administrative Agent has received a copy prior to the date hereof or (iii) been
a member of an affiliated, combined or unitary group other than the group of
which the Borrower (or its Tax Affiliate) is the common parent.

                  SECTION 4.9       FULL DISCLOSURE

                  (a)      The information prepared or furnished by or on behalf
of the Borrower or any of its Subsidiaries in connection with any Loan Document,
the Related Documents or the Intercompany Loan Documents or the consummation of
the transactions contemplated hereunder

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and thereunder taken as a whole, including the information contained in the
Disclosure Documents, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements contained
therein or herein not misleading taken as a whole in light of the circumstances
in which made.

                  (b)      The Borrower has delivered to each Lender a true,
complete and correct copy of each Disclosure Document. The Disclosure Documents
comply as to form in all material respects with all applicable requirements of
all applicable state and Federal securities laws.

                  SECTION 4.10      MARGIN REGULATIONS

                  No Loan Party is engaged in the business of extending credit
for the purpose of purchasing or carrying margin stock (within the meaning of
Regulation U of the Federal Reserve Board), and no proceeds of any Loan or
Intercompany Loan will be used to purchase or carry any such margin stock or to
extend credit to others for the purpose of purchasing or carrying any such
margin stock in contravention of Regulation T, U or X of the Federal Reserve
Board.

                  SECTION 4.11      NO BURDENSOME RESTRICTIONS; NO DEFAULTS

                  (a)      No Loan Party and none of their respective
Subsidiaries (i) is a party to any Contractual Obligation the compliance with
one or more of which would have, in the aggregate, a Material Adverse Effect or
the performance of which by any thereof, either unconditionally or upon the
happening of an event, would result in the creation of a Lien (other than a Lien
permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii)
is subject to one or more charter or corporate restrictions that would, in the
aggregate, have a Material Adverse Effect.

                  (b)      Neither the Borrower nor any of its Subsidiaries is
in default under or with respect to any Contractual Obligation owed by it and,
to the knowledge of the Borrower, no other party is in default under or with
respect to any Contractual Obligation owed to any Loan Party or to any
Subsidiary of a Loan Party, other than, in either case, those defaults that, in
the aggregate, would not have a Material Adverse Effect.

                  (c)      No Default or Event of Default has occurred and is
continuing.

                  (d)      To the best knowledge of the Borrower, there are no
Requirements of Law applicable to any Loan Party or any Subsidiary of any Loan
Party the compliance with which by such Loan Party or such Subsidiary, as the
case may be, would, in the aggregate, have a Material Adverse Effect.

                  SECTION 4.12      INVESTMENT COMPANY ACT; PUBLIC UTILITY
HOLDING COMPANY ACT

                  Neither Holdings nor the Borrower nor any of their respective
Subsidiaries is (a) an "investment company" or an "affiliated person" of, or
"promoter" or "principal underwriter" for, an "investment company," as such
terms are defined in the Investment Company Act of 1940, as amended or (b) a
"holding company," or an "affiliate" or a "holding company" or a "subsidiary
company" of a "holding company," as each such term is defined and used in the
Public Utility Holding Company Act of 1935, as amended.

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                  SECTION 4.13      USE OF PROCEEDS

                  The proceeds of the Loans and the Letters of Credit are being
used by the Borrower solely (a) to make payments contemplated by the Plan of
Reorganization, (b) to pay related transaction costs, fees and expenses, (c) to
refinance existing debt of the Borrower and its Subsidiaries (including, without
limitation, in accordance with the Plan of Reorganization), (d) to provide
working capital from time to time for the Borrower and its Subsidiaries and (e)
for other general corporate purposes.

                  SECTION 4.14      INSURANCE

                  All policies of insurance of any kind or nature of the
Borrower or any of its Subsidiaries, including policies of life, fire, theft,
product liability, public liability, property damage, other casualty, employee
fidelity, workers' compensation and employee health and welfare insurance, are
in full force and effect and are of a nature and provide such coverage as is
sufficient and as is customarily carried by businesses of the size and character
of such Person.

                  SECTION 4.15      LABOR MATTERS

                  (a)      There are no strikes, work stoppages, slowdowns or
lockouts pending or threatened against or involving the Borrower or any of its
Subsidiaries, other than those that, in the aggregate, would not have a Material
Adverse Effect.

                  (b)      There are no unfair labor practices, grievances or
complaints pending, or, to the Borrower's knowledge, threatened, against or
involving the Borrower or any of its Subsidiaries, nor are there any
arbitrations or grievances threatened involving the Borrower or any of its
Subsidiaries, other than those that, in the aggregate, would not have a Material
Adverse Effect.

                  (c)      Except as set forth on Schedule 4.15 (Labor Matters),
as of the Closing Date, there is no collective bargaining agreement covering any
employee of the Borrower or its Subsidiaries.

                  (d)      Schedule 4.15 (Labor Matters) sets forth as of the
Closing Date, all material consulting agreements, executive employment
agreements, executive compensation plans, deferred compensation agreements,
employee stock purchase and stock option plans and severance plans of the
Borrower and any of its Subsidiaries.

                  SECTION 4.16      ERISA

                  (a)      Schedule 4.16(a) (List of Plans) separately
identifies as of the date hereof all Title IV Plans, all Multiemployer Plans and
all of the employee benefit plans within the meaning of Section 3(3) of ERISA to
which the Borrower or any of its Subsidiaries has any obligation or liability,
contingent or otherwise.

                  (b)      Each employee benefit plan of the Borrower or any of
its Subsidiaries intended to qualify under Section 401 of the Code has received
a determination letter from the IRS stating that it is so qualified and any
trust created thereunder is exempt from tax under the provisions of Section 501
of the Code, and no event has occurred since the date of such

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<PAGE>

determination that would adversely affect such determination, except where such
failures, in the aggregate, would not have a Material Adverse Effect.

                  (c)      Each Title IV Plan is in compliance in all material
respects with applicable provisions of ERISA, the Code and other Requirements of
Law except for non-compliances that, in the aggregate, would not have a Material
Adverse Effect.

                  (d)      There has been no, nor is there reasonably expected
to occur, any ERISA Event other than those that, in the aggregate, would not
have a Material Adverse Effect.

                  (e)      Except to the extent set forth on Schedule 4.16(a)
(List of Plans), none of the Borrower, any of the Borrower's Subsidiaries or any
ERISA Affiliate would have any Withdrawal Liability as a result of a complete
withdrawal as of the date hereof from any Multiemployer Plan.

                  SECTION 4.17      ENVIRONMENTAL MATTERS

                  (a)      The operations of the Borrower and each of its
Subsidiaries have been and are in compliance with all Environmental Laws,
including obtaining and complying with all required environmental, health and
safety Permits, other than non-compliances that, in the aggregate, would not
have a reasonable likelihood of the Borrower and its Subsidiaries incurring
Environmental Liabilities and Costs that have a Material Adverse Effect.

                  (b)      None of the Borrower or any of its Subsidiaries or
any real property currently or, to the knowledge of the Borrower, previously
owned, operated or leased by or for the Borrower or any of its Subsidiaries is
subject to any pending or, to the knowledge of the Borrower, threatened, claim,
order, agreement, notice of violation, notice of potential liability or is the
subject of any pending or threatened proceeding or governmental investigation
under or pursuant to Environmental Laws other than those that, in the aggregate,
are not reasonably likely to result in the Borrower and its Subsidiaries
incurring Environmental Liabilities and Costs that have a Material Adverse
Effect.

                  (c)      None of the Borrower or any of its Subsidiaries is a
treatment, storage or disposal facility requiring a Permit under the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the regulations
thereunder or any state analog, except for a closed facility in Mendota,
Illinois.

                  (d)      To the knowledge of the Borrower and its
Subsidiaries, there are no facts, circumstances or conditions arising out of or
relating to the operations or ownership of the Borrower or of real property
owned, operated or leased by the Borrower or any of its Subsidiaries that are
not specifically included in the financial information furnished to the Lenders
other than those that, in the aggregate, would not have a reasonable likelihood
of the Borrower and its Subsidiaries incurring Environmental Liabilities and
Costs that have a Material Adverse Effect.

                  (e)      As of the date hereof, no Environmental Lien has
attached to any property of the Borrower or any of its Subsidiaries and, to the
knowledge of the Borrower, no facts, circumstances or conditions exist that
could reasonably be expected to result in any such Lien attaching to any such
property.

                                       75

<PAGE>

                  (f)      The Borrower and each of its Subsidiaries have made
available to the Lenders copies of all material environmental, health or safety
audits, studies, assessments, inspections, investigations or other environmental
health and safety reports relating to the operations of the Borrower or any of
its Subsidiaries or any real property of any of them that are in the possession,
custody or control of the Borrower or any of its Subsidiaries.

                  (g)      This Section 4.17 represents the sole and exclusive
representations and warranties regarding environmental, health and safety
matters.

                  SECTION 4.18      INTELLECTUAL PROPERTY

                  The Borrower and its Subsidiaries own or license or otherwise
have the right to use all licenses, permits, patents, patent applications,
trademarks, trademark applications, service marks, trade names, copyrights,
copyright applications, trade secrets and other intellectual property rights
(including all Intellectual Property as defined in the Pledge and Security
Agreement) that are necessary for or used in the operations of their respective
businesses without infringement upon or conflict with the rights of any other
Person with respect thereto, except as would not have a Material Adverse
Effect,. There is no claim or litigation pending or threatened in writing and,
to the knowledge of the Borrower, there is no claim or litigation likely to be
asserted regarding any of the foregoing.

                  SECTION 4.19      TITLE; REAL PROPERTY

                  (a)      Each of the Borrower and its Subsidiaries has good
and marketable title to, or valid leasehold interests in, all real property and
good title to all personal property, in each case that is purported to be owned
or leased by it, including those reflected on the most recent Financial
Statements delivered by the Borrower, and none of such real or personal
properties and assets is subject to any Lien, except Liens permitted under
Section 8.2 (Liens, Etc.). The Borrower and its Subsidiaries have received all
deeds, assignments, waivers, consents, non-disturbance and recognition or
similar agreements, bills of sale and other documents, and have duly effected
all recordings, filings and other actions necessary to establish, protect and
perfect the Borrower's and its Subsidiaries' right, title and interest in and to
all material property.

                  (b)      All Permits required to have been issued, used or
necessary to enable all real property owned or leased by the Borrower or any of
its Subsidiaries to be lawfully occupied and used for all of the purposes for
which they are currently occupied and used have been lawfully issued and are in
full force and effect, other than those that, in the aggregate, would not have a
Material Adverse Effect.

                  (c)      None of the Borrower or any of its Subsidiaries has
received any written notice, or has any knowledge, of any pending, threatened or
contemplated condemnation proceeding affecting any real property owned or leased
by the Borrower or any of its Subsidiaries or any part thereof, except those
that, in the aggregate, would not have a Material Adverse Effect.

                  SECTION 4.20      RELATED DOCUMENTS

                  (a)      The execution, delivery and performance by each Loan
Party of the Related Documents to which it is a party and the consummation of
the transactions contemplated thereby by such Loan Party:

                                       76

<PAGE>

                           (i)      are within such Loan Party's respective
         corporate, limited liability company, partnership or other powers;

                           (ii)     at the Closing Date, will have been duly
         authorized by all necessary corporate or other action, including the
         consent of stockholders where required;

                           (iii)    do not and will not (A) contravene or
         violate any Loan Party's or any of its Subsidiaries' respective
         Constituent Documents, (B) violate any other Requirement of Law
         applicable to any Loan Party, or any order or decree of any
         Governmental Authority or arbitrator, (C) conflict with or result in
         the breach of, constitute a default under, or result in or permit the
         termination or acceleration of, any Contractual Obligation of any Loan
         Party or any of its Subsidiaries, except for those that, in the
         aggregate, would not have a Material Adverse Effect or (D) result in
         the creation or imposition of any Lien upon any property of any Loan
         Party or any of its Subsidiaries; and

                           (iv)     do not require the consent of, authorization
         by, approval of, notice to, or filing or registration with, any
         Governmental Authority or any other Person, other than those that (A)
         will have been obtained at the Closing Date, each of which will be in
         full force and effect on the Closing Date, none of which will on the
         Closing Date impose materially adverse conditions upon the exercise of
         control by Holdings over the Borrower or by the Borrower over any of
         its Subsidiaries and (B) in the aggregate, if not obtained, would not
         have a Material Adverse Effect.

                  (b)      Each of the Related Documents has been or at the
Closing Date will have been duly executed and delivered by each Loan Party party
thereto and at the Closing Date will be the legal, valid and binding obligation
of each Loan Party party thereto, enforceable against such Loan Party in
accordance with its terms.

                  (c)      None of the Related Documents has been amended or
modified in any respect and no provision therein has been waived, except in each
case to the extent permitted by Section 8.12 (Modification of Related
Documents), and each of the representations and warranties therein are true and
correct in all material respects and no default or event that, with the giving
of notice or lapse of time or both, would be a default has occurred thereunder.

                  (d)      The Obligations constitute "Senior Indebtedness" as
defined in the Indenture.

                  SECTION 4.21      PLAN OF REORGANIZATION. As of the Closing
Date, Borrower has delivered to Administrative Agent a complete and correct copy
of the Plan of Reorganization and the Confirmation Order (including all
schedules, exhibits, amendments, supplements, modifications, assignments and all
other documents delivered pursuant thereto or in connection therewith). No Loan
Party or any of its Subsidiaries is in default in the performance or compliance
with any provisions of the Plan of Reorganization. The Plan of Reorganization is
in full force and effect as of the Closing Date and has not been terminated,
rescinded or withdrawn. As of the Closing Date, the Confirmation Order has
become a Final Order and all conditions to confirmation and consummation of the
Plan of Reorganization (other than consummation of this Agreement) have been
satisfied or waived.

                                       77

<PAGE>

                  SECTION 4.22      NON EMERGING SUBSIDIARIES. The book value of
the assets of the Non Emerging Subsidiaries as of the Closing Date does not
exceed $30,000,000 and the Non Emerging Subsidiaries do not own, directly or
indirectly, any of the capital stock of any Foreign Subsidiary other than
approximately 9% of the capital stock of Hayes Lemmerz Konigswinter GmbH or
Hayes Lemmerz Werke GmbH and its Subsidiaries.

                                   ARTICLE V

                               FINANCIAL COVENANTS

                  The Borrower agrees with the Lenders and the Administrative
Agent to each of the following as long as any Obligation or any Commitment
remains outstanding and, in each case, unless the Requisite Lenders otherwise
consent in writing:

                  SECTION 5.1       MAXIMUM LEVERAGE RATIO

                  The Borrower shall maintain, on each day of each Fiscal
Quarter set forth below, a Leverage Ratio of not more than the maximum ratio set
forth below opposite such Fiscal Quarter:

<TABLE>
<CAPTION>
--------------------------------------------------------
     FISCAL QUARTER ENDING       MAXIMUM LEVERAGE RATIO
--------------------------------------------------------
<S>                              <C>
        October 31, 2003               3.70 to 1
------------------------------------------------
        January 31, 2004               3.60 to 1
------------------------------------------------
         April 30, 2004                3.60 to 1
------------------------------------------------
         July 31, 2004                 3.60 to 1
------------------------------------------------
        October 31, 2004               3.60 to 1
------------------------------------------------
        January 31, 2005               3.40 to 1
------------------------------------------------
         April 30, 2005                3.40 to 1
------------------------------------------------
         July 31, 2005                 3.40 to 1
------------------------------------------------
        October 31, 2005               3.20 to 1
------------------------------------------------
January 31, 2006 and thereafter        3.00 to 1
------------------------------------------------
</TABLE>


                  SECTION 5.2       MINIMUM INTEREST COVERAGE RATIO

                  The Borrower shall maintain an Interest Coverage Ratio, as
determined as of the last day of each Fiscal Quarter set forth below, for the
four Fiscal Quarters ending on such day, of at least the minimum ratio set forth
below opposite such Fiscal Quarter:

<TABLE>
<CAPTION>
-------------------------------------------------------------
     FISCAL QUARTER ENDING          MINIMUM INTEREST COVERAGE
                                            RATIO
-------------------------------------------------------------
<S>                                 <C>
        October 31, 2003                  3.25 to 1
---------------------------------------------------
        January 31, 2004                  3.35 to 1
---------------------------------------------------
         April 30, 2004                   3.35 to 1
---------------------------------------------------
         July 31, 2004                    3.35 to 1
---------------------------------------------------
        October 31, 2004                  3.35 to 1
---------------------------------------------------
        January 31, 2005                  3.65 to 1
---------------------------------------------------
         April 30, 2005                   3.65 to 1
---------------------------------------------------
         July 31, 2005                    3.65 to 1
---------------------------------------------------
        October 31, 2005                  3.75 to 1
---------------------------------------------------
</TABLE>

                                       78

<PAGE>

<TABLE>
<S>                                 <C>
---------------------------------------------------
        January 31, 2006                  3.90 to 1
---------------------------------------------------
         April 30, 2006                   3.90 to 1
---------------------------------------------------
         July 31, 2006                    3.90 to 1
---------------------------------------------------
October 31, 2006 and thereafter           4.0 to 1
---------------------------------------------------
</TABLE>

                  SECTION 5.3       MINIMUM FIXED CHARGE COVERAGE RATIO

                  The Borrower shall maintain a Fixed Charge Coverage Ratio, as
determined as of the last day of each Fiscal Quarter set forth below, for the
four Fiscal Quarters ending on such day, of at least the minimum ratio set forth
below opposite such Fiscal Quarter:

<TABLE>
<CAPTION>
-------------------------------------------------------------
                                    MINIMUM INTEREST COVERAGE
     FISCAL QUARTER ENDING                  RATIO
-------------------------------------------------------------
<S>                                 <C>
       January 31, 2004                   1.0 to 1
--------------------------------------------------
        April 30, 2004                    1.0 to 1
--------------------------------------------------
        July 31, 2004                     1.0 to 1
--------------------------------------------------
       October 31, 2004                   1.0 to 1
--------------------------------------------------
       January 31, 2005                  1.15 to 1
--------------------------------------------------
        April 30, 2005                   1.15 to 1
--------------------------------------------------
        July 31, 2005                    1.15 to 1
--------------------------------------------------
       October 31, 2005                  1.25 to 1
--------------------------------------------------
       January 31, 2006                  1.35 to 1
--------------------------------------------------
        April 30, 2006                   1.35 to 1
--------------------------------------------------
        July 31, 2006                    1.35 to 1
--------------------------------------------------
       October 31, 2006                  1.50 to 1
--------------------------------------------------
January 31, 2007 and thereafter          1.75 to 1
---------------------------------------------------
</TABLE>

                  SECTION 5.4       CAPITAL EXPENDITURES

                  The Borrower shall not make or incur, or permit to be made or
incurred, Capital Expenditures (excluding Capital Expenditures funded with up to
50% of the proceeds of a Specified Asset Sale constituting a Reinvestment Event)
during any Fiscal Year in excess of $140,000,000 in the aggregate, provided,
however, that to the extent that actual Capital Expenditures for any such Fiscal
Year shall be less than the maximum amount set forth above for such Fiscal Year
(without giving effect to the carryover permitted by this proviso), 50% of the
difference between said stated maximum amount and such actual Capital
Expenditures shall, in addition, be available for Capital Expenditures in the
next succeeding Fiscal Year. Notwithstanding anything in this Section 5.4 to the
contrary, (i) Capital Expenditures funded with the Net Cash Proceeds of a
Property Loss Event, to the extent such Net Cash Proceeds are not required to
prepay the loans pursuant to Section 2.10 (Mandatory Prepayments), will not be
included in the calculation of Capital Expenditures for purposes of this Section
5.4, and (ii) if all or a portion of amounts payable in connection with a
Permitted Acquisition is classified as a Capital Expenditure under GAAP, the
amount so classified will not be included in the calculation of Capital
Expenditures for purposes of this Section 5.4.

                                       79

<PAGE>

                                   ARTICLE VI

                               REPORTING COVENANTS

                  Each of the Borrower and Holdings agrees with the Lenders and
the Administrative Agent to each of the following, as long as any Obligation or
any Commitment remains outstanding and, in each case, unless the Requisite
Lenders otherwise consent in writing:

                  SECTION 6.1       FINANCIAL STATEMENTS

                  The Borrower shall furnish to the Administrative Agent (with
sufficient copies for each of the Lenders, which the Administrative Agent shall
provide to the Lenders) each of the following:

                  (a)      Monthly Reports. In the event the Leverage Ratio of
the Borrower is 2.25 to 1.0 or higher, within 30 days after the end of each
fiscal month (occurring after May, 2003) that is not the last month of any
Fiscal Quarter in each Fiscal Year, financial information regarding the Borrower
and its Subsidiaries consisting of Consolidated unaudited balance sheets as of
the close of such month and the related statements of income and cash flow for
such month and that portion of the current Fiscal Year ending as of the close of
such month, setting forth in comparative form the figures for the corresponding
period in the prior year and the figures contained in the Projections or, if
applicable, the latest business plan provided pursuant to clause (f) below for
the current Fiscal Year, in each case certified by a Responsible Officer of the
Borrower in a certificate substantially in the form of Exhibit J as fairly
presenting the Consolidated financial position of the Borrower and its
Subsidiaries as at the dates indicated and the results of their operations and
cash flow for the periods indicated in accordance with GAAP (subject to the
absence of footnote disclosure and normal year-end audit adjustments).

                  (b)      Quarterly Reports. On or prior to the date on which
Holdings is required to file a form 10-Q pursuant to SOXA, financial information
regarding the Borrower and its Subsidiaries consisting of Consolidated unaudited
balance sheets as of the close of such quarter and the related statements of
income and cash flow for such quarter and that portion of the Fiscal Year ending
as of the close of such quarter, setting forth in comparative form the figures
for the corresponding period in the prior year and the figures contained in the
Projections or, if applicable, the latest business plan provided pursuant to
clause (f) below for the current Fiscal Year, in each case certified by a
Responsible Officer of the Borrower as fairly presenting the Consolidated
financial position of the Borrower and its Subsidiaries as at the dates
indicated and the results of their operations and cash flow for the periods
indicated in accordance with GAAP (subject to the absence of footnote disclosure
and normal year-end audit adjustments).

                  (c)      Annual Reports. On or prior to the date on which
Holdings is required to file a form 10-K pursuant to SOXA, financial information
regarding the Borrower and its Subsidiaries consisting of Consolidated and
consolidating balance sheets of the Borrower and its Subsidiaries as of the end
of such year and related statements of income and cash flows of the Borrower and
its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and
certified, in the case of such Consolidated Financial Statements, without
qualification as to the scope of the audit or as to the Borrower being a going
concern by the Borrower's Accountants, together with the report of such
accounting firm stating that (i) such Financial Statements fairly present the
Consolidated financial position of the Borrower and its Subsidiaries as at the
dates indicated and the results of their operations and cash flow for the
periods indicated in conformity

                                       80

<PAGE>

with GAAP applied on a basis consistent with prior years (except for changes
with which the Borrower's Accountants shall concur and that shall have been
disclosed in the notes to the Financial Statements) and (ii) the examination by
the Borrower's Accountants in connection with such Consolidated Financial
Statements has been made in accordance with generally accepted auditing
standards, and accompanied by a certificate stating that in the course of the
regular audit of the business of the Borrower and its Subsidiaries such
accounting firm has obtained no knowledge that a Default or Event of Default has
occurred and is continuing, or, if in the opinion of such accounting firm, a
Default or Event of Default has occurred and is continuing, a statement as to
the nature thereof.

                  (d)      Compliance Certificate. Together with each delivery
of any financial statement pursuant to clause (b) or (c) above, a certificate of
a Responsible Officer of the Borrower (each, a "Compliance Certificate") (i)
showing in reasonable detail the calculations used in determining the Leverage
Ratio and demonstrating compliance with each of the financial covenants
contained in Article V (Financial Covenants) that is tested on a quarterly basis
and (ii) stating that no Default or Event of Default has occurred and is
continuing or, if a Default or an Event of Default has occurred and is
continuing, stating the nature thereof and the action that the Borrower proposes
to take with respect thereto.

                  (e)      Corporate Chart and Other Collateral Updates. Within
five Business Days after any material change has occurred with respect thereto,
a corporate organizational chart or other equivalent document, current as of the
date of receipt of such chart by the Administrative Agent, in form and substance
reasonably acceptable to the Administrative Agent and certified as true, correct
and complete by a Responsible Officer of the Borrower, setting forth, for each
Person that is a Loan Party, that is subject to Section 7.11 (Additional
Collateral and Guaranties) or that is a Subsidiary or Affiliate of any of them,
(A) the full legal name of such Person (and any trade name, fictitious name or
other name such Person may have had or operated under), (B) the jurisdiction of
organization and organizational number (if any) of such Person, (C) the location
of such Person's chief executive office (or sole place of business) and (D) the
number of shares of each class of such Person's Stock authorized (if
applicable), the number outstanding as of the date of delivery, and the number
and percentage of the outstanding shares of each such class owned (directly or
indirectly) by any Loan Party. The reporting requirements set forth in this
clause (e) are in addition to, and do not replace or otherwise modify, any
obligation of any Loan Party under any Loan Document (including other notice or
reporting requirements). Compliance with the reporting obligations in this
clause (e) shall not operate to update any Schedule hereto or any schedule to
any other Loan Document and shall not cure, or otherwise modify in any way, any
failure to comply with any covenant, or any breach of any representation or
warranty, contained in any Loan Document or any other Default or Event of
Default.

                  (f)      Business Plan. Not later than 30 days after the end
of each Fiscal Year, and containing substantially the types of financial
information contained in the Projections, a budget of the Borrower for each
month in the next succeeding Fiscal Year and, not later than November 30 of each
Fiscal Year, forecasts prepared by management of the Borrower for the current
and each of the succeeding Fiscal Years through the Fiscal Year in which the
Term Loan Maturity Date is scheduled to occur, including, with respect to the
forecasts, (x) a projected year-end Consolidated balance sheet and income
statement and statement of cash flows and (y) a statement of all of the material
assumptions on which such forecasts are based.

                  (g)      Management Letters, Etc. Within five Business Days
after receipt thereof by any Loan Party, copies of each management letter,
exception report or similar letter or

                                       81

<PAGE>

report received by such Loan Party from its independent certified public
accountants (including the Borrower's Accountants).

                  (h)      Intercompany Loan Balances. Together with each
delivery of any financial statement pursuant to clause (b) above, a summary of
the outstanding balance of all intercompany Indebtedness (including the
Intercompany Loans) as of the last day of the fiscal month covered by such
financial statement, certified by a Responsible Officer.

                  SECTION 6.2       DEFAULT NOTICES

                  As soon as practicable, and in any event within five Business
Days after a Responsible Officer of any Loan Party has actual knowledge of the
existence of any Default, Event of Default or other event having had a Material
Adverse Effect or having any reasonable likelihood of causing or resulting in a
Material Adverse Change, the Borrower shall give the Administrative Agent notice
specifying the nature of such Default or Event of Default or other event,
including the anticipated effect thereof, which notice, if given by telephone,
shall be promptly confirmed in writing on the next Business Day. Upon the
request of any Lender (which may be a one time request) the Administrative Agent
shall forward a copy of all such written notices to such Lender.

                  SECTION 6.3       LITIGATION

                  Promptly after the commencement thereof, the Borrower shall
give the Administrative Agent written notice of the commencement of all actions,
suits and proceedings before any domestic or foreign Governmental Authority or
arbitrator, affecting the Borrower or any of its Subsidiaries that is reasonably
likely to be adversely determined and (i) seeks injunctive or similar relief or
(ii) in the reasonable judgment of the Borrower, exposes the Borrower or such
Subsidiary to liability in an amount aggregating $500,000 or more or that, if
adversely determined, would have a Material Adverse Effect.

                  SECTION 6.4       ASSET SALES

                  Prior to any Asset Sale anticipated to generate in excess of
$10,000,000 (or its Dollar Equivalent) in Net Cash Proceeds, the Borrower shall
send the Administrative Agent a notice (a) describing such Asset Sale or the
nature and material terms and conditions of such transaction and (b) stating the
estimated Net Cash Proceeds anticipated to be received by the Borrower or any of
its Subsidiaries.

                  SECTION 6.5       NOTICES UNDER RELATED DOCUMENTS

                  Promptly after the sending or filing thereof, the Borrower
shall send the Administrative Agent copies of all material notices, certificates
or reports delivered pursuant to, or in connection with, any Related Document.

                  SECTION 6.6       SEC FILINGS; PRESS RELEASES

                  Promptly after the sending or filing thereof, the Borrower
shall send the Administrative Agent copies of (a) all reports that Holdings
sends to its security holders generally, (b) all reports and registration
statements that Holdings or any of its Subsidiaries files with the Securities
and Exchange Commission or any national or foreign securities exchange or

                                       82

<PAGE>

the National Association of Securities Dealers, Inc., (c) all press releases and
(d) all other statements concerning material changes or developments in the
business of such Loan Party made available by any Loan Party to the public or
any other creditor.

                  SECTION 6.7       LABOR RELATIONS

                  Promptly after becoming aware of the same, the Borrower shall
give the Administrative Agent written notice of (a) any material labor dispute
to which the Borrower or any of its Subsidiaries is or may become a party,
including any strikes, lockouts or other disputes relating to any of such
Person's plants and other facilities, and (b) any Worker Adjustment and
Retraining Notification Act or related liability incurred with respect to the
closing of any plant or other facility of any such Person.

                  SECTION 6.8       TAX RETURNS

                  Upon the request of the Administrative Agent, the Borrower
shall provide copies of all federal, state, local and foreign tax returns and
reports filed by the Borrower or any of its Subsidiaries in respect of taxes
measured by income (excluding sales, use and like taxes).

                  SECTION 6.9       INSURANCE

                  As soon as is practicable and in any event within 90 days
after the end of each Fiscal Year, the Borrower shall furnish the Administrative
Agent with (a) a report in form and substance satisfactory to the Administrative
Agent outlining all material insurance coverage maintained as of the date of
such report by the Borrower and its Subsidiaries and the duration of such
coverage and (b) an insurance broker's statement that all premiums then due and
payable with respect to such coverage have been paid and confirming that the
Administrative Agent has been named as loss payee or additional insured, as
applicable.

                  SECTION 6.10      ERISA MATTERS

                  The Borrower shall furnish the Administrative Agent each of
the following:

                  (a)      promptly and in any event within 30 days after the
Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to
know that any ERISA Event has occurred, written notice describing such event;

                  (b)      promptly and in any event within 10 days after the
Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to
know that a request for a minimum funding waiver under Section 412 of the Code
has been filed with respect to any Title IV Plan or Multiemployer Plan, a
written statement of a Responsible Officer of the Borrower describing such ERISA
Event or waiver request and the action, if any, the Borrower, its Subsidiaries
and ERISA Affiliates propose to take with respect thereto and a copy of any
notice filed with the PBGC or the IRS pertaining thereto; and

                  (c)      simultaneously with the date that the Borrower, any
of its Subsidiaries or any ERISA Affiliate files a notice of intent to terminate
any Title IV Plan, if such termination would require material additional
contributions in order to be considered a standard termination within the
meaning of Section 4041(b) of ERISA, a copy of each notice.

                                       83

<PAGE>

                  SECTION 6.11      ENVIRONMENTAL MATTERS

                  The Borrower shall provide the Administrative Agent promptly
and in any event within 10 days after the Borrower or any of its Subsidiaries
learns of any of the following, written notice of each of the following. Upon
the request of any Lender (which may be a one time request) the Administrative
Agent shall forward a copy of all such written notices to such Lender.

                  (a)      a claim that the Borrower or any of its Subsidiaries
is or may be liable to any Person as a result of a Release or threatened Release
that could reasonably be expected to subject the Borrower or any such Subsidiary
to Environmental Liabilities and Costs of $1,000,000 or more individually or
$5,000,000 or more in the aggregate in any Fiscal Year;

                  (b)      the receipt by the Borrower or any of its
Subsidiaries of notification that any real or personal property of the Borrower
or any such Subsidiary is or is reasonably likely to be subject to any
Environmental Lien;

                  (c)      the receipt by the Borrower or any of its
Subsidiaries of any notice of violation of or potential liability under, or
knowledge by the Borrower or any such Subsidiary that there exists a condition
that could reasonably be expected to result in a violation of or liability
under, any Environmental Law, except for violations and liabilities the
consequence of which, in the aggregate, would not be reasonably likely to
subject the Borrower and/or such Subsidiaries collectively to Environmental
Liabilities and Costs of $1,000,000 or more individually or $5,000,000 or more
in the aggregate in any Fiscal Year;

                  (d)      the commencement of any judicial or administrative
proceeding or investigation alleging a violation of or liability under any
Environmental Law, that, if adversely determined, would have a reasonable
likelihood of subjecting the Borrower or any of its Subsidiaries collectively to
Environmental Liabilities and Costs of $1,000,000 or more individually or
$5,000,000 or more in the aggregate in any Fiscal Year;

                  (e)      any proposed acquisition of stock, assets or real
estate, any proposed leasing of property or any other action by the Borrower or
any of its Subsidiaries other than those the consequences of which, in the
aggregate, would not have a reasonable likelihood of subjecting the Borrower or
any of its Subsidiaries collectively to Environmental Liabilities and Costs of
$1,000,000 or more individually or $5,000,000 or more in the aggregate in any
Fiscal Year;

                  (f)      any proposed action by the Borrower or any of its
Subsidiaries or any change in Environmental Laws that, has a reasonable
likelihood of requiring the Borrower or any of its Subsidiaries to make
additional capital improvements to obtain compliance with Environmental Laws
that would cost $1,000,000 or more individually or $5,000,000 or more in the
aggregate in any Fiscal Year or subject the Borrower or any of its Subsidiaries
to additional Environmental Liabilities and Costs of $1,000,000 or more
individually or $5,000,000 or more in the aggregate in any Fiscal Year; and

                  (g)      upon written request by any Lender through the
Administrative Agent, a report providing an update of the status of any
environmental, health or safety compliance, hazard or liability issue identified
in any notice or report delivered pursuant to this Agreement.

                                       84

<PAGE>

                  SECTION 6.12      CUSTOMER CONTRACTS

                  Promptly after becoming aware of the same, the Borrower shall
give the Administrative Agent written notice of any cancellation, termination or
loss of any Contractual Obligation or other customer arrangement, from which the
aggregate actual or projected revenues of the Borrower and its Subsidiaries for
the then current Fiscal Year exceed $50,000,000.

                  SECTION 6.13      OTHER INFORMATION

                  The Borrower shall provide the Administrative Agent with such
other information respecting the business, properties, condition, financial or
otherwise, or operations of the Borrower or any of its Subsidiaries as the
Administrative Agent may from time to time reasonably request.

                                  ARTICLE VII

                              AFFIRMATIVE COVENANTS

                  Each of the Borrower and Holdings agrees with the Lenders and
the Administrative Agent to each of the following, as long as any Obligation or
any Commitment remains outstanding and, in each case, unless the Requisite
Lenders otherwise consent in writing:

                  SECTION 7.1       PRESERVATION OF CORPORATE EXISTENCE, ETC.

                  The Borrower and Holdings shall, and shall cause each of their
respective Subsidiaries to, preserve and maintain their legal existence, rights
(charter and statutory) and franchises, except as permitted by Sections 8.3
(Investments) and 8.4 (Sale of Assets).

                  SECTION 7.2       COMPLIANCE WITH LAWS, ETC.

                  The Borrower and Holdings shall, and shall cause each of their
respective Subsidiaries to, comply with all applicable Requirements of Law,
Contractual Obligations and Permits, except where the failure so to comply would
not, in the aggregate, have a Material Adverse Effect.

                  SECTION 7.3       CONDUCT OF BUSINESS

                  The Borrower and Holdings shall, and shall cause each of their
respective Subsidiaries to, (a) conduct their business in the ordinary course
and (b) use their reasonable efforts, in the ordinary course and consistent with
past practice, to preserve their business and the goodwill and business of the
customers, advertisers, suppliers and others having business relations with the
Borrower, Holdings or any of their respective Subsidiaries, except in each case
where the failure to comply with the covenants in each of clauses (a) and (b)
above would not, in the aggregate, have a Material Adverse Effect.

                  SECTION 7.4       PAYMENT OF TAXES, ETC.

                  The Borrower and Holdings shall, and shall cause each of their
respective Subsidiaries to, pay and discharge before the same shall become
delinquent, all lawful governmental claims, taxes, assessments, charges and
levies, except where contested in good

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faith, by proper proceedings and adequate reserves therefor have been
established on the books of the Borrower, Holdings or the appropriate Subsidiary
in conformity with GAAP.

                  SECTION 7.5       MAINTENANCE OF INSURANCE

                  The Borrower and Holdings shall (a) maintain for themselves,
and cause to be maintained for each of their respective Subsidiaries, insurance
with the Captive Insurance Subsidiary and with responsible and reputable
insurance or reinsurance companies or associations (as applicable) in such
amounts and covering such risks as is usually carried by companies engaged in
similar businesses and owning similar properties in the same general areas in
which the Borrower, Holdings or such Subsidiary operates and, in any event, all
insurance required by any of the Collateral Documents or the Intercompany
Collateral Documents and (b) cause all such insurance which is material (and, if
applicable, reinsurance) to name the Administrative Agent on behalf of the
Secured Parties as additional insured or loss payee, as appropriate, and to
provide that no cancellation, material addition in amount or material change in
coverage shall be effective until after 30 days' written notice thereof to the
Administrative Agent.

                  SECTION 7.6       ACCESS

                  The Borrower and Holdings shall from time to time permit the
Administrative Agent and the Lenders, or any agents or representatives thereof
(upon two Business Days' prior written notification for the same and at
reasonable times, except that, during the continuance of an Event of Default,
such restrictions shall not be applicable) to (a) examine and make copies of and
abstracts from the records and books of account of the Borrower, Holdings and
each of their respective Subsidiaries, (b) visit the properties of the Borrower,
Holdings and each of their respective Subsidiaries, (c) discuss the affairs,
finances and accounts of the Borrower, Holdings and each of their respective
Subsidiaries with any of their respective officers or directors and (d)
communicate directly with any of their independent certified public accountants
(including the Borrower's Accountants); provided, however, that the Borrower
shall have the right to be present at any such communication. The Borrower and
Holdings shall authorize their independent certified public accountants
(including the Borrower's Accountants) to disclose to the Administrative Agent
or any Lender any and all financial statements and other information of any
kind, as the Administrative Agent or any Lender reasonably requests from the
Borrower or Holdings and that such accountants may have with respect to the
business, financial condition, results of operations or other affairs of the
Borrower, Holdings or any of their respective Subsidiaries.

                  SECTION 7.7       KEEPING OF BOOKS

                  The Borrower and Holdings shall, and shall cause each of their
Subsidiaries to keep, proper books of record and account, in which full and
correct entries shall be made in conformity with GAAP of all financial
transactions and the assets and business of the Borrower, Holdings and each such
Subsidiary.

                  SECTION 7.8       MAINTENANCE OF PROPERTIES, ETC.

                  The Borrower and Holdings shall, and shall cause each of their
respective Subsidiaries to, maintain and preserve (a) in good working order and
condition all of their properties necessary in the conduct of their business,
(b) all rights, permits, licenses, approvals and privileges (including all
Permits) used or necessary in the conduct of their business and (c) all

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registered patents, trademarks, trade names, copyrights and service marks with
respect to their business, except where failure to so maintain and preserve the
items set forth in clauses (a), (b) and (c) above would not, in the aggregate,
have a Material Adverse Effect.

                  SECTION 7.9       APPLICATION OF PROCEEDS

                  The Borrower shall use the entire amount of the proceeds of
the Loans as provided in Section 4.13 (Use of Proceeds).

                  SECTION 7.10      ENVIRONMENTAL

                  The Borrower and Holdings shall, and shall cause all of their
respective Subsidiaries to, comply in all material respects with Environmental
Laws.

                  SECTION 7.11      ADDITIONAL COLLATERAL AND GUARANTIES

                  To the extent not delivered to the Administrative Agent on or
before the Closing Date, the Borrower and Holdings agree to do promptly each of
the following:

                  (a)      execute and deliver, and cause its Subsidiaries to
execute and deliver, to the Administrative Agent such supplements, amendments
and joinders to the Collateral Documents as the Administrative Agent deems
necessary or advisable in order to grant to the Administrative Agent, for the
benefit of the Secured Parties, a perfected first priority security interest in
the Stock and Stock Equivalents and other debt Securities that are owned or held
by any Loan Party or any Subsidiary thereof and required to be pledged by the
Administrative Agent; provided, however, that, unless otherwise agreed by the
Borrower and the Administrative Agent, in no event shall such Loan Party or such
Subsidiary be required to pledge in excess of 65% of the outstanding Voting
Stock of any direct Subsidiary of the Borrower or Subsidiary Guarantor that is
not a Domestic Subsidiary or, unless such Stock is otherwise held by the
Borrower or any other Subsidiary Guarantor, any of the Stock of any Subsidiary
of such direct Subsidiary; and provided, further, that, unless otherwise agreed
by the Borrower and the Administrative Agent, in no event shall any Subsidiary
of any Loan Party that is not a Domestic Subsidiary be required to guaranty the
payment of the Obligations or grant a security interest in any of its assets to
secure the Secured Obligations;

                  (b)      deliver to the Administrative Agent the certificates
(if any) representing such Stock and Stock Equivalents and other debt
Securities, together with (i) in the case of such certificated Stock and Stock
Equivalents, undated stock powers endorsed in blank and (ii) in the case of such
certificated debt Securities, endorsed in blank, in each case executed and
delivered by a Responsible Officer of such Loan Party or such Subsidiary
thereof, as the case may be;

                  (c)      in the case of any Domestic Subsidiary of any Loan
Party (other than HLI Europe LLC, U.S. LLC and the Captive Insurance Subsidiary
and as otherwise agreed by the Administrative Agent), cause such Subsidiary (i)
to execute a supplement, amendment or joinder or otherwise become a party to the
Guaranty and the applicable Collateral Documents and (ii) to take such actions
necessary or advisable to grant to the Administrative Agent for the benefit of
the Secured Parties a perfected security interest in the Collateral described in
the Collateral Documents with respect to such Subsidiary, including the filing
of UCC financing statements in such jurisdictions as may be required by the
Collateral Documents or by law or as may be reasonably requested by the
Administrative Agent; and

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                  (d)      in the case of any Foreign Subsidiary of any Loan
Party (other than Dutch FinCo, any Class IV Foreign Subsidiary and as otherwise
agreed by the Administrative Agent), cause such Subsidiary (i) to execute a
supplement, amendment or joinder or otherwise become a party to an Intercompany
Guaranty and the applicable Intercompany Collateral Documents and (ii) to take
such actions necessary or advisable to grant to the applicable Intercompany
Lender and the beneficiary of the Intercompany Guaranty a perfected security
interest in the Intercompany Collateral described in the Intercompany Collateral
Documents with respect to such Subsidiary, including any filings or recordings
in such jurisdictions as may be required by the Intercompany Collateral
Documents or by law or as may be reasonably requested by the Administrative
Agent; and

                  (e)      if requested by the Administrative Agent, deliver to
the Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Agent.

                  SECTION 7.12      EXCHANGE RATE FLUCTUATIONS

                  The Borrower shall use its reasonable best efforts, including
the implementation and maintenance of internal controls to monitor the Loans and
Letters of Credit hereunder, (a) to prevent the aggregate Revolving Credit
Outstandings from exceeding the Available Credit at any time solely by reason of
fluctuations in exchange rates and (b) to promptly identify and remedy any such
circumstance.

                  SECTION 7.13      POST-CLOSING COVENANTS

                  The Borrower shall comply with the terms and conditions set
forth on Schedule 7.13.

                  SECTION 7.14      CLASSIFICATION OF JURISDICTIONS

                  The Borrower shall promptly notify the Administrative Agent in
writing of the creation or acquisition of any Foreign Subsidiary which is not a
Classified Subsidiary. The Administrative Agent may, and if requested by the
Borrower, shall undertake to review and evaluate the relevant Laws of the
jurisdiction in which such Foreign Subsidiary is organized and has its principal
place of business relating to and governing the creation and enforceability of
any Intercompany Loan Document required to be executed and delivered by such
Foreign Subsidiary pursuant to Section 7.11. Upon completion of such review the
Administrative Agent shall designate the jurisdiction as a Class I Jurisdiction,
Class II Jurisdiction, Class III Jurisdiction or Class IV Jurisdiction.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

                  Each of the Borrower and Holdings agrees with the Lenders and
the Administrative Agent to each of the following, as long as any Obligation or
any Commitment remains outstanding and, in each case, unless the Requisite
Lenders otherwise consent in writing:


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                  SECTION 8.1       INDEBTEDNESS

                  Neither Holdings nor the Borrower shall, nor shall they permit
any of their respective Subsidiaries to, directly or indirectly create, incur,
assume or otherwise become or remain directly or indirectly liable with respect
to any Indebtedness except for the following:

                  (a)      the Secured Obligations;

                  (b)      Indebtedness existing on the date of this Agreement
and disclosed on Schedule 8.1 (Existing Indebtedness);

                  (c)      Guaranty Obligations incurred by the Borrower or any
Guarantor in respect of Indebtedness of the Borrower or any Guarantor that is
permitted by this Section 8.1;

                  (d)      Capital Lease Obligations, purchase money
Indebtedness and Indebtedness arising under synthetic leases incurred by the
Borrower or a Subsidiary Guarantor to finance the acquisition of fixed assets;
provided, however, that the Capital Expenditure related thereto is otherwise
permitted by Section 5.4 and that the aggregate outstanding principal amount of
all such Capital Lease Obligations and purchase money Indebtedness and the
present value of all future rental payments under all such synthetic leases
shall not exceed $50,000,000 at any time;

                  (e)      Renewals, extensions, refinancings and refundings of
Indebtedness permitted by clause (d) above or this clause (e); provided,
however, that any such renewal, extension, refinancing or refunding is in an
aggregate principal amount not greater than the principal amount of, and is on
terms (subject to market rates) no less favorable to the Borrower, such
Subsidiary, the Administrative Agent, the Lenders or the Issuers, including as
to weighted average maturity, than the Indebtedness being renewed, extended,
refinanced or refunded;

                  (f)      Indebtedness arising from intercompany loans (i) from
the Borrower to any Subsidiary Guarantor and (ii) from any Subsidiary Guarantor
to the Borrower or any other Subsidiary Guarantor;

                  (g)      Indebtedness arising from Intercompany Loans
(including Guaranty Obligations incurred by any Classified Foreign Subsidiary of
the Borrower with respect thereto under the Intercompany Guaranties); provided,
however, that such Intercompany Loans are permitted under Section 8.3(f)
(Investments);

                  (h)      Indebtedness arising under any performance or surety
bond entered into in the ordinary course of business;

                  (i)      Indebtedness arising under the Senior Notes in an
original principal amount not exceeding $250,000,000;

                  (j)      Indebtedness (other than the Guaranty Obligations and
reimbursement obligations permitted under clause (k) below) of any Classified
Foreign Subsidiary of any Loan Party owed to a Person other than an Affiliate of
such Foreign Subsidiary; provided, however, that the Dollar Equivalent (as
determined at the time of incurrence) of the aggregate outstanding principal
amount of all such Indebtedness (including any Indebtedness permitted under
clause (b) and clause (e) above) of all such Foreign Subsidiaries shall not
exceed at any time an amount

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equal to (i) $30,000,000 plus (ii) the lower of (x) $20,000,000 and (y) the
difference between $50,000,000 and the aggregate amount of Guaranty Obligations
and reimbursement obligations outstanding under clause (k) below at such time;
and

                  (k)      Guaranty Obligations in respect of trade payables of
Classified Foreign Subsidiaries not constituting Indebtedness and reimbursement
obligations owed to issuers of credit insurance covering such trade payables
incurred by Spanish Holdings or a Classified Foreign Subsidiary of which the
trade debtor is a Subsidiary; provided, however, that the Dollar Equivalent of
the aggregate outstanding principal amount of all such Guaranty Obligations and
reimbursement obligations shall not exceed at any time $50,000,000;

                  (l)      Indebtedness of Jantas Jant Sanayi ve Ticaret A.S.
existing as of the date on which the Borrower and its Subsidiaries acquire more
than 50% of the Voting Stock of Jantas Jant Sanayi ve Ticaret A.S. as permitted
by Section 8.3(m); provided, however, that the aggregate amount of all such
Indebtedness shall not exceed E15,000,000;

                  (m)      subject to Section 8.16 (No Speculative
Transactions), unsecured Indebtedness of the Borrower in respect of Hedging
Contracts;

                  (n)      Indebtedness of Holdings, Parent or the Borrower that
has (x) terms relating to principal amount, amortization, maturity and
subordination (if any) and other material terms (including any agreements
entered into and any instruments issued in connection therewith) that are no
less favorable in any material respect when taken as a whole to such Loan
Parties or the Administrative Agent, the Lenders and the Issuers than the Senior
Notes and other Related Documents and (y) an interest rate applicable thereto
not exceeding the then applicable market interest rate;

                  (o)      unsecured Indebtedness of the Borrower or any
Subsidiary Guarantor not otherwise permitted under this Section 8.1; provided,
however, that the aggregate outstanding principal amount of all such unsecured
Indebtedness shall not exceed $50,000,000 at any time.

                  SECTION 8.2       LIENS, ETC.

                  Neither Holdings nor the Borrower shall, nor shall they permit
any of their respective Subsidiaries to, create or suffer to exist, any Lien
upon or with respect to any of their respective properties or assets, whether
now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to
assign, any right to receive income, except for the following:

                  (a)      Liens created pursuant to the Loan Documents or the
Intercompany Loan Documents;

                  (b)      Liens existing on the date of this Agreement and
disclosed on Schedule 8.2 (Existing Liens);

                  (c)      Customary Permitted Liens of Holdings, the Borrower
and their respective Subsidiaries;

                  (d)      purchase money Liens granted by the Borrower or any
Subsidiary of the Borrower (including the interest of a lessor under a Capital
Lease or synthetic lease and purchase money Liens to which any property is
subject at the time, on or after the date hereof, of the

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Borrower's or such Subsidiary's acquisition thereof) securing Indebtedness
permitted under Section 8.1(d) (Indebtedness) and limited in each case to the
property purchased with the proceeds of such purchase money Indebtedness or
subject to such Capital Lease or synthetic lease;

                  (e)      any Lien securing the renewal, extension, refinancing
or refunding of any Indebtedness secured by any Lien permitted by clause (b) or
(d) above or this clause (e) without any change in the assets subject to such
Lien and to the extent such renewal, extension, refinancing or refunding is
permitted by Section 8.1 (Indebtedness);

                  (f)      Liens in favor of lessors securing operating leases
permitted hereunder; and

                  (g)      Liens securing any Indebtedness permitted by Section
8.1(k) (Indebtedness) and, to the extent not guaranteed as permitted by Section
8.1(k), Liens created on the assets of a Classified Foreign Subsidiary to secure
any trade payables not constituting Indebtedness of such Subsidiary; provided,
however, the aggregate outstanding amount of all such Indebtedness secured
pursuant to this clause (g) shall not exceed $50,000,000; and

                  (h)      Liens not otherwise permitted by the foregoing
clauses of this Section 8.2 securing obligations or other liabilities (other
than Indebtedness) of any Loan Party; provided, however, that the aggregate
outstanding amount of all such obligations and liabilities shall not exceed
$5,000,000 at any time; and

                  (i)      Liens on the assets of Jantas Jant Sanayi ve Ticaret
A.S. existing as of the Closing Date securing Indebtedness permitted by Section
8.1(l).



                  SECTION 8.3       INVESTMENTS

                  Neither Holdings nor the Borrower shall, nor shall they permit
any of their respective Subsidiaries to, directly or indirectly make or maintain
any Investment except for the following:

                  (a)      Investments existing on the date of this Agreement
and disclosed on Schedule 8.3(a) (Existing Investments);

                  (b)      (i) Investments in cash and Cash Equivalents held in
a Deposit Account or a Control Account with respect to which the Administrative
Agent for the benefit of the Secured Parties has a first priority perfected
Lien, (ii) Investments in cash and Cash Equivalents held in a Deposit or Control
Account in the name of U.S. LLC at Citibank, N.A. or another Affiliate of Agent
with respect to which Dutch FinCo has a first priority perfected Lien, and (iii)
Investments in cash and Cash Equivalents by Classified Foreign Subsidiaries in
an amount not to exceed at any time during the period through January 31, 2004,
$45,000,000, during the period from February 1, 2004 to July 30, 2004,
$30,000,000 and thereafter, $15,000,000;

                  (c)      Investments in accounts, payment intangibles and
chattel paper (each as defined in the UCC), notes receivable and similar items
arising or acquired in the ordinary course of business consistent with the past
practice of the Borrower and its Subsidiaries;

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                  (d)      Investments received in settlement of amounts due to
the Borrower or any Subsidiary of the Borrower effected in the ordinary course
of business;

                  (e)      Investments by (i) Holdings in the Parent, the Parent
in the Borrower, the Borrower in any Subsidiary Guarantor or by any Subsidiary
Guarantor in the Borrower or any other Subsidiary Guarantor or (ii) a Subsidiary
of the Borrower that is not a Subsidiary Guarantor in the Borrower or any
Subsidiary Guarantor;

                  (f)      Intercompany Loans from the Borrower to Dutch FinCo;
provided, however, that (A) such Intercompany Loans shall be evidenced by an
Intercompany Note, (B) the aggregate outstanding amount of all Investments
permitted pursuant to this clause (i) shall not exceed $330,000,000 at any time
and (C) 100% of the proceeds of such Investments shall be used solely for
Investments permitted in clause (ii) below;

                           (i)     Intercompany Loans from Dutch FinCo to
         Spanish Holdings; provided, however, that (A) such Intercompany Loans
         shall be evidenced by an Intercompany Note, (B) Spanish Holdings shall
         have satisfied each of the conditions precedent set forth on Schedule
         8.3(f), (C) the aggregate outstanding amount of all Investments
         permitted pursuant to this clause (ii) shall not exceed $330,000,000 at
         any time and (D) 100% of the proceeds of such Investments shall be used
         solely for Investments permitted in clauses (iii) and (iv) below;

                           (ii)     capital contributions by Spanish Holdings to
         U.S. LLC; provided, however, that (A) U.S. LLC shall have satisfied
         each of the conditions precedent set forth on Schedule 8.3(f), (B) the
         aggregate outstanding amount of all Investments permitted pursuant to
         this clause (iii) shall not exceed at any time $330,000,000 less the
         outstanding amount of any Intercompany Note permitted by clause (iv)
         below and (C) 100% of the proceeds of such Investments shall be used
         solely for Investments permitted in clause (v) below;

                           (iii)    Intercompany Loans from Spanish Holdings to
         any of its direct or indirect Subsidiaries incorporated under the laws
         of and having its principal place of business in Spain; provided,
         however, that (A) such Intercompany Loan shall be evidenced by an
         Intercompany Note, (B) such Subsidiary shall have satisfied each of the
         conditions precedent set forth on Schedule 8.3(f), and (C) the
         aggregate outstanding amount of all Investments permitted into under
         this clause (iv) will not exceed $60,000,000 at any time;

                           (iv)     Intercompany Loans from U.S. LLC (through
         its Swiss Branch) to any of the Classified Foreign Subsidiaries or to
         Lux Holdings, provided, however, that (A) such Intercompany Loan shall
         be evidenced by an Intercompany Note, (B) such Subsidiary shall have
         satisfied each of the conditions precedent set forth on Schedule
         8.3(f), (C) the aggregate outstanding amount of all Investments
         permitted pursuant to this clause (v) made to all Classified Foreign
         Subsidiaries shall not exceed at any time $330,000,000 minus the
         outstanding amount of Investments permitted by clause (iv) above, (D)
         the aggregate outstanding amount of all Investments permitted pursuant
         to this clause (v) made to all Class IV Foreign Subsidiaries shall not
         exceed at any time $30,000,000, (E) the aggregate outstanding amount of
         all Investments permitted pursuant to this clause (v) made to all Class
         III Foreign Subsidiaries shall not exceed at any time

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         $125,000,000; and (F) the proceeds of any such Intercompany Loans to
         Lux Holdings will forthwith be transferred to the Borrower as a payment
         in respect of the preferred equity certificates of Lux Holdings held by
         the Borrower.

                           (v)      Intercompany Loans from any Classified
         Foreign Subsidiary to any other Classified Foreign Subsidiaries or to
         Lux Holdings, provided, however, that (A) such Intercompany Loan shall
         be evidenced by an Intercompany Note, (B) such Subsidiary shall have
         satisfied each of the conditions precedent set forth on Schedule 8.3(f)
         and (C) the proceeds of any such Intercompany Loans to Lux Holdings
         will forthwith be transferred to the Borrower as a payment in respect
         of the preferred equity certificates of Lux Holdings held by the
         Borrower.

                  (g)      loans or advances to employees of the Borrower or to
employees of any of its Subsidiaries in the ordinary course of business
consistent with past practice; provided, however, that the aggregate principal
amount of all such loans and advances shall not exceed $1,000,000 at any time;

                  (h)      Investments constituting Guaranty Obligations
permitted by Section 8.1 (Indebtedness);

                  (i)      Investments constituting Permitted Acquisitions;

                  (j)      Investments in promissory notes received as partial
consideration for Asset Sales permitted under Section 8.4(g) (Sale of Assets);

                  (k)      Investments in the Captive Insurance Subsidiary;
provided, however, that the aggregate amount of all such Investments in a Fiscal
Year shall not exceed $10,000,000;

                  (l)      contributions or transfers of assets by any Loan
Party to any Foreign Subsidiary of the Borrower; provided, however, that the
book value of such assets shall not exceed $10,000,000 in the aggregate; and

                  (m)      Investments in additional Stock of Jantas Jant Sanayi
ve Ticaret A.S.; provided, however, that the aggregate amount of all such
Investments shall not exceed E12,000,000;

                  (n)      Investments not otherwise permitted hereby; provided,
however, that the aggregate amount of all such Investments shall not exceed
$25,000,000. The amount of any Investment shall be the original cost of such
Investment plus the cost of all additions thereto, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment less any reductions by way of cash repayments of
principal or cash returns of capital (at the time of such repayment or return).

                  SECTION 8.4       SALE OF ASSETS

                  Neither Holdings nor the Borrower shall, nor shall they permit
any of their respective Subsidiaries to, sell, convey, transfer, lease or
otherwise dispose of, any of their respective assets or any interest therein
(including the sale or factoring at maturity or collection of any account and a
sale/leaseback described in Section 8.15 (Sale/Leasebacks) to any Person, or
permit or suffer any other Person to acquire any interest in any of their
respective assets or, in the

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case of any Subsidiary, issue or sell any shares of such Subsidiary's Stock or
Stock Equivalent (any such disposition being an "Asset Sale"), except for the
following:

                  (a)      the sale or disposition of inventory in the ordinary
course of business;

                  (b)      the sale or disposition of any asset with a Fair
Market Value of less than $500,000; provided, however, that the aggregate Fair
Market Value of all such assets disposed of in any Fiscal Year shall not exceed
$3,000,000;

                  (c)      the sale or disposition of equipment that has become
damaged, obsolete or is replaced in the ordinary course of business; provided,
however, that the aggregate Fair Market Value of all such equipment disposed of
in any Fiscal Year shall not exceed $2,000,000;

                  (d)      the sale or disposition of equipment that has become
damaged, obsolete or is replaced in the ordinary course of business not
permitted under clause (c) above; provided, however, that (i) 80% of the
consideration for any such Asset Sale shall be payable in cash upon such sale
and (ii) all Net Cash Proceeds of such Asset Sale are applied as set forth in,
and to the extent required by, Section 2.10 (Mandatory Prepayments);

                  (e)      the lease, license, occupancy or sublease of real
property or equipment not constituting a sale and leaseback, to the extent not
otherwise prohibited by this Agreement and sales and leasebacks permitted by
Section 8.15 (Sale/Leasebacks).

                  (f)      assignments and licenses of intellectual property of
the Borrower and its Subsidiaries in the ordinary course of business;

                  (g)      any Asset Sale to the Borrower or any Subsidiary
Guarantor;

                  (h)      Asset Sales by a Foreign Subsidiary to another
Foreign Subsidiary for cash consideration equal to the Fair Market Value of the
assets sold;

                  (i)      as long as no Default or Event of Default is
continuing or would result therefrom, any Specified Asset Sale for Fair Market
Value; provided, however, that (i) 75% of the consideration for any such Asset
Sale shall be payable in cash upon such sale and (ii) all Net Cash Proceeds of
such Asset Sale are applied as set forth in, and to the extent required by,
Section 2.10 (Mandatory Prepayments); and

                  (j)      as long as no Default or Event of Default is
continuing or would result therefrom, any other Asset Sale for Fair Market
Value; provided, however, that (i) 90% of the consideration for any such Asset
Sale shall be payable in cash upon such sale and (ii) the aggregate
consideration received during any Fiscal Year for all such Asset Sales, together
with the Asset Sales permitted under clause (b) above, shall not exceed
$15,000,000 and (iii) all Net Cash Proceeds of such Asset Sale are applied as
set forth in, and to the extent required by, Section 2.10 (Mandatory
Prepayments).

                  SECTION 8.5       RESTRICTED PAYMENTS

                  Neither Holdings nor the Borrower shall nor shall the Borrower
permit any of its Subsidiaries to, directly or indirectly, declare, order, pay,
make or set apart any sum for any Restricted Payment except for the following:

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                  (a)      Restricted Payments by any Subsidiary of the Borrower
to the Borrower or any other Subsidiary of the Borrower;

                  (b)      dividends and distributions declared and paid on the
common Stock of the Borrower and payable only in common Stock of the Borrower;

                  (c)      dividends and distributions declared and paid on the
Series A Preferred Stock of the Borrower and payable only in Series A Preferred
Stock of the Borrower if permitted by the Certificate of Designation for such
Stock in effect on the Closing Date.

                  (d)      cash dividends on (x) the Stock of the Borrower to
the Parent or (y) the Stock of the Parent to Holdings, paid and declared in any
Fiscal Year solely for the purpose of funding the following:

                           (i)      ordinary and reasonable operating expenses
         of the Parent or Holdings not in excess of $3,000,000 in the aggregate
         in any Fiscal Year; and

                           (ii)     payments by Holdings in respect of foreign,
         federal, state or local taxes owing by Holdings in respect of the
         Borrower and its Subsidiaries, but not greater than the amount that
         would be payable by the Borrower, on a consolidated basis, if the
         Borrower were the taxpayer;

provided, however, that the Restricted Payments described in this clause (d)
shall not be permitted if either (A) an Event of Default or Default shall have
occurred and be continuing at the date of declaration or payment thereof or
would result therefrom or (B) such Restricted Payment is prohibited under the
terms of any Indebtedness (other than the Obligations) of the Borrower or any of
its Subsidiaries.

                  SECTION 8.6       PREPAYMENT AND CANCELLATION OF INDEBTEDNESS

                  (a)      Neither Holdings nor the Borrower shall, nor shall
they permit any of their respective Subsidiaries to, cancel any claim or
Indebtedness owed to any of them except in the ordinary course of business
consistent with past practice.

                  (b)      Neither Holdings nor the Borrower shall, nor shall
they permit any of their respective Subsidiaries to, (a) prepay, redeem,
purchase, defease or otherwise satisfy prior to the scheduled maturity thereof
in any manner, or make any payment in violation of any subordination terms of,
any Indebtedness; provided, however, that the Borrower and its Subsidiaries may
(i) prepay the Obligations in accordance with the terms of this Agreement, (ii)
make regularly scheduled or otherwise required repayments or redemptions of
Indebtedness permitted pursuant to Section 8.1(b), (iii) prepay any Indebtedness
payable to the Borrower by any of its Subsidiaries, (iv) prepay any Intercompany
Obligations, (v) renew, extend, refinance and refund Indebtedness, so long as
such renewal, extension, refinancing or refunding is permitted under Section
8.1(e) (Indebtedness), (vi) make payments in connection with the termination of
Hedging Contracts in the ordinary course of business, (vii) prepay Indebtedness
secured by an asset upon its sale in compliance with Section 8.4 (Sale of
Assets) and (viii) prepay Indebtedness of Foreign Subsidiaries.

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                  SECTION 8.7       RESTRICTION ON FUNDAMENTAL CHANGES;
PERMITTED ACQUISITIONS

                  (a)      Except in connection with a Permitted Acquisition,
neither Holdings nor the Borrower shall, nor shall they permit any of their
respective Domestic Subsidiaries to, (i) merge with any Person, (ii) consolidate
with any Person, (iii) acquire all or substantially all of the Stock or Stock
Equivalents of any Person, (iv) acquire all or substantially all of the assets
of any Person or all or substantially all of the assets constituting the
business of a division, branch or other unit operation of any Person, (v) enter
into any joint venture or partnership with any Person or (vi) acquire or create
any Subsidiary unless, in case of subclause (vi), after giving effect to such
acquisition or creation, such Subsidiary is a Wholly-Owned Domestic Subsidiary
of the Borrower, the Borrower is in compliance with Section 7.11 (Additional
Collateral and Guaranties) and the Investment in such Subsidiary is permitted
under Section 8.3 (Investments).

                  (b)      Except in connection with a Permitted Acquisition,
neither Holdings nor the Borrower shall, nor shall they permit any of their
respective Foreign Subsidiaries to, (i) merge with any Person, (ii) consolidate
with any Person, (iii) acquire all or substantially all of the Stock or Stock
Equivalents of any Person, (iv) acquire all or substantially all of the assets
of any Person or all or substantially all of the assets constituting the
business of a division, branch or other unit operation of any Person, (v) enter
into any joint venture or partnership with any Person or (vi) acquire or create
any Subsidiary unless, in case of subclause (vi), after giving effect to such
creation or acquisition, such Subsidiary is a Wholly-Owned Subsidiary of the
Borrower, the Borrower is in compliance with Section 7.11 (Additional Collateral
and Guaranties) and the Investment in such Subsidiary is permitted under Section
8.3 (Investments); provided, however, with the prior written consent of the
Administrative Agent (not to be unreasonably withheld) any such Foreign
Subsidiary may merge or consolidate with, acquire all or substantially all of
the Stock or Stock Equivalents or assets of, another Foreign Subsidiary of
Borrower

                  SECTION 8.8       CHANGE IN NATURE OF BUSINESS

                  (a)      The Borrower shall not, and shall not permit any of
its Subsidiaries to, make any material change in the nature or conduct of its
business as carried on at the date hereof, whether in connection with a
Permitted Acquisition or otherwise; provided, however, that the Borrower and its
Subsidiaries may engage in a Related Business.

                  (b)      Holdings and the Parent shall not engage in any
business or activity other than (i) holding shares in the Stock of the Parent
and the Borrower, respectively, (ii) paying taxes and ordinary operating
expenses permitted under Section 8.5(d)(i), (iii) preparing reports to
Governmental Authorities and to its shareholders and (iv) holding directors and
shareholders meetings, preparing corporate records and other corporate
activities required to maintain its separate corporate structure.

                  (c)      Lux Holdings, Dutch FinCo, Spanish Holdings and the
U.S. LLC shall not engage in any business or activity other than (i) (A) in the
case of Lux Holdings, holding shares in the Stock of Spanish Holdings and the
U.S. LLC and (B) in the case of Spanish Holdings, holding shares in the Stock of
its Foreign Subsidiaries and the U.S. LLC, (ii) paying taxes, (iii) preparing
reports to Governmental Authorities and to its shareholders, (iv) holding
directors and shareholders meetings, preparing corporate records and other
corporate activities required to maintain its separate corporate structure and
(v) incurring Indebtedness and making Investments as permitted in Section 8.3(f)
and performing their respective obligations and exercising their respective
rights under the applicable Intercompany Loan Documents.

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                  SECTION 8.9       TRANSACTIONS WITH AFFILIATES

                  The Borrower shall not, and shall not permit any of its
Subsidiaries to, except as otherwise expressly permitted herein, do any of the
following: (a) make any Investment in an Affiliate of the Borrower that is not a
Subsidiary of the Borrower, (b) transfer, sell, lease, assign or otherwise
dispose of any asset to any Affiliate of the Borrower that is not a Subsidiary
of the Borrower, (c) merge into or consolidate with or purchase or acquire
assets from any Affiliate of the Borrower that is not a Subsidiary of the
Borrower, (d) repay any Indebtedness to any Affiliate of the Borrower that is
not a Subsidiary of the Borrower or (e) enter into any other transaction
directly or indirectly with or for the benefit of any Affiliate of the Borrower
that is not a Guarantor (including guaranties and assumptions of obligations of
any such Affiliate), except for (i) transactions in the ordinary course of
business on a basis no less favorable to the Borrower or such Guarantor as would
be obtained in a comparable arm's length transaction with a Person not an
Affiliate and (ii) salaries and other director or employee compensation to
officers or directors of the Borrower or any of its Subsidiaries commensurate
with current compensation levels.

                  SECTION 8.10      LIMITATIONS ON RESTRICTIONS ON SUBSIDIARY
DISTRIBUTIONS; NO NEW NEGATIVE PLEDGE

                  Except pursuant to the Loan Documents and any agreements
governing purchase money Indebtedness or Capital Lease Obligations permitted by
Section 8.1(b) or Section 8.1(d) (Indebtedness) (in which latter case, any
prohibition or limitation shall only be effective against the assets financed
thereby), the Borrower shall not, and shall not permit any of its Subsidiaries
to, (a) agree to enter into or suffer to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of such
Subsidiary to pay dividends or make any other distribution or transfer of funds
or assets or make loans or advances to or other Investments in, or pay any
Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or
(b) enter into or suffer to exist or become effective any agreement prohibiting
or limiting the ability of the Borrower or any Subsidiary, except any as set
forth on Schedule 8.10, to create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired, including any agreement requiring any other Indebtedness or
Contractual Obligation to be equally and ratably secured with the Obligations or
the Intercompany Obligations.

                  SECTION 8.11      MODIFICATION OF CONSTITUENT DOCUMENTS

                  Neither Holdings nor the Borrower shall, nor shall they permit
any of their respective Subsidiaries to, change its capital structure (including
in the terms of its outstanding Stock) or otherwise amend its Constituent
Documents, except for, with respect to Subsidiaries other than Dutch FinCo,
Spanish Holdings and U.S. LLC, changes and amendments that do not materially
affect the rights and privileges of Holdings, the Borrower or any of their
respective Subsidiaries and do not materially affect the interests of the
Administrative Agent, the Lenders and the Issuers under the Loan Documents or in
the Collateral.

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                  SECTION 8.12      MODIFICATION OF RELATED DOCUMENTS

                  Neither Holdings nor the Borrower shall, nor shall they permit
any of their respective Subsidiaries to, change or amend the terms of the Senior
Notes or any Related Document if the effect of such amendment is to (i) increase
the interest rate on the Senior Notes, (ii) change the dates upon which payments
of principal or interest are due on the Senior Notes other than to extend such
dates, (iii) change any default or event of default other than to delete or make
less restrictive any default provision therein, or add any covenant with respect
to the Senior Notes, (iv) change the redemption or prepayment provisions of the
Senior Notes other than to extend the dates therefor or to reduce the premiums
payable in connection therewith or (v) change or amend any other term if such
change or amendment would materially increase the obligations of the obligor or
confer additional material rights upon the holder of the Senior Notes in a
manner adverse to Holdings, the Borrower, any of their respective Subsidiaries,
the Administrative Agent or any Lender.

                  SECTION 8.13      ACCOUNTING CHANGES; FISCAL YEAR

                  Neither Holdings nor the Borrower shall, nor shall they permit
any of their respective Subsidiaries to, change its (a) accounting treatment and
reporting practices or tax reporting treatment, except as required by GAAP or
any Requirement of Law and disclosed to the Lenders and the Administrative Agent
or (b) Fiscal Year; provided, however, that any Foreign Subsidiary organized in
Spain shall be permitted to change its Fiscal Year during the period ending six
months after the Closing Date.

                  SECTION 8.14      MARGIN REGULATIONS

                  Neither Holdings nor the Borrower shall, nor shall they permit
any of their respective Subsidiaries to, use all or any portion of the proceeds
of any credit extended hereunder to purchase or carry margin stock (within the
meaning of Regulation U of the Federal Reserve Board) in contravention of
Regulation U of the Federal Reserve Board.

                  SECTION 8.15      SALE/LEASEBACKS

                  Neither Holdings nor the Borrower shall, nor shall they permit
any of their respective Subsidiaries to, enter into any sale and leaseback
transaction (except for any transaction pursuant to which the lease is entered
into no later than 90 days following the date of the sale of the assets subject
to such lease) if, after giving effect to such sale and leaseback transaction,
the aggregate Fair Market Value of all properties covered by sale and leaseback
transactions would exceed $30,000,000.

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                  SECTION 8.16      NO SPECULATIVE TRANSACTIONS

                  Neither Holdings nor the Borrower shall, nor shall they permit
any of their respective Subsidiaries to, engage in any speculative transaction
or in any transaction involving Hedging Contracts except as required for the
sole purpose of hedging in the normal course of business and consistent with
industry practices.

                  SECTION 8.17      COMPLIANCE WITH ERISA

                  Neither Holdings nor the Borrower shall cause or permit to
occur, nor shall they permit any of their respective Subsidiaries or ERISA
Affiliates to cause or permit to occur, (a) an event that could result in the
imposition of a Lien under Section 412 of the Code or Sections 302 or 4068 of
ERISA or (b) ERISA Events that would have a Material Adverse Effect in the
aggregate.

                                   ARTICLE IX

                                EVENTS OF DEFAULT

                  SECTION 9.1       EVENTS OF DEFAULT

                  Each of the following events shall be an Event of Default:

                  (a)      the Borrower shall fail to pay any principal of any
Loan or any Reimbursement Obligation when the same becomes due and payable; or

                  (b)      the Borrower shall fail to pay any interest on any
Loan, any fee under any of the Loan Documents or any other Obligation (other
than one referred to in clause (a) above) and such non-payment continues for a
period of three Business Days after the due date therefor; or

                  (c)      any representation or warranty made or deemed made by
any Loan Party in any Loan Document or by any Loan Party (or any of its
officers) in connection with any Loan Document shall prove to have been
incorrect in any material respect when made or deemed made; or

                  (d)      any Loan Party shall fail to perform or observe (i)
any term, covenant or agreement contained in Article V (Financial Covenants),
Section 6.1 (Financial Statements), Section 6.2 (Default Notices), 7.1
(Preservation of Corporate Existence, Etc.), 7.6 (Access), 7.9 (Application of
Proceeds), 7.11 (Additional Collateral and Guaranties), or Article VIII
(Negative Covenants) or (ii) any other term, covenant or agreement contained in
this Agreement or in any other Loan Document if such failure under this clause
(ii) shall remain unremedied for 30 days after the earlier of (A) the date on
which a Responsible Officer of the Borrower becomes aware of such failure and
(B) the date on which written notice thereof shall have been given to the
Borrower by the Administrative Agent or any Lender; or

                  (e)      (i) the Borrower or any of its Subsidiaries shall
fail to make any payment on any Indebtedness of the Borrower or any such
Subsidiary (other than the Obligations) or any Guaranty Obligation in respect of
Indebtedness of any other Person, and, in each case, such failure relates to
Indebtedness having a principal amount of $17,500,000 or more, when the same
becomes due and payable (whether by scheduled maturity, required prepayment,
acceleration,

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demand or otherwise), (ii) any other event shall occur or condition shall exist
under any agreement or instrument relating to any such Indebtedness, if the
effect of such event or condition is to accelerate, or to permit the
acceleration of, the maturity of such Indebtedness or (iii) any such
Indebtedness shall become or be declared to be due and payable, or required to
be prepaid or repurchased (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof; or

                  (f)      (i) the Borrower or any of its Subsidiaries shall
generally not pay its debts as such debts become due, shall admit in writing its
inability to pay its debts generally or shall make a general assignment for the
benefit of creditors, (ii) any proceeding shall be instituted by or against the
Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition of it or its debts, under any
Requirement of Law relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking the entry of an order for relief or the
appointment of a custodian, receiver, trustee or other similar official for it
or for any substantial part of its property; provided, however, that, in the
case of any such proceedings instituted against the Borrower or any of its
Subsidiaries (but not instituted by the Borrower or any of its Subsidiaries),
either such proceedings shall remain undismissed or unstayed for a period of 60
days or more or any action sought in such proceedings shall occur or (iii) the
Borrower or any of its Subsidiaries shall take any corporate action to authorize
any action set forth in clauses (i) and (ii) above; or

                  (g)      one or more judgments or orders (or other similar
process) involving, in the case of money judgments, an aggregate amount in
excess of $10,000,000, to the extent not covered by insurance, shall be rendered
against one or more of any Loan Party or any of its Subsidiaries and either (i)
enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; or

                  (h)      an ERISA Event shall occur and the amount of all
liabilities and deficiencies resulting therefrom, whether or not assessed,
exceeds $2,000,000 in the aggregate; or

                  (i)      any provision of any Collateral Document or the
Guaranty after delivery thereof pursuant to this Agreement or any other Loan
Document shall for any reason cease to be valid and binding on, or enforceable
against, any Loan Party party thereto, or any Loan Party shall so state in
writing; or

                  (j)      any Collateral Document shall for any reason fail or
cease to create a valid Lien on any Collateral purported to be covered thereby
or, except as permitted by the Loan Documents, such Lien shall fail or cease to
be a perfected and first priority Lien or any Loan Party shall so state in
writing; or

                  (k)      there shall occur any Change of Control; or

                  (l)      the principal amount outstanding under the
Intercompany Note issued by Dutch FinCo to the Borrower or the Intercompany Note
issued by Spanish Holdings to Dutch FinCo shall be less than $125,000,000 at any
time or the aggregate principal amount outstanding under the Intercompany Notes
issued by all Classified Foreign Subsidiaries (other than Class IV

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Foreign Subsidiaries) to U.S. LLC or Spanish Holdings shall, any time after
August 1, 2003, be less than $125,000,000 at any time; or

                  (m)      one or more of the Borrower and its Subsidiaries
shall have entered into one or more consent or settlement decrees or agreements
or similar arrangements with a Governmental Authority or one or more judgments,
orders, decrees or similar actions shall have been entered against one or more
of the Borrower and its Subsidiaries based on or arising from the violation of
or pursuant to any Environmental Law, or the generation, storage,
transportation, treatment, disposal or Release of any Contaminant and, in
connection with all the foregoing, the Borrower and its Subsidiaries are likely
to incur Environmental Liabilities and Costs in excess of $1,000,000
individually or $5,000,000 in the aggregate that were not budgeted for any
Fiscal Year or that were not reflected in the Projections or the Financial
Statements delivered pursuant to Section 4.4 (Financial Statements).

                  SECTION 9.2       REMEDIES

                  During the continuance of any Event of Default, the
Administrative Agent (a) may, and, at the request of the Requisite Lenders,
shall, by notice to the Borrower declare that all or any portion of the
Commitments be terminated, whereupon the obligation of each Lender to make any
Loan and each Issuer to Issue any Letter of Credit shall immediately terminate
and (b) may and, at the request of the Requisite Lenders, shall, by notice to
the Borrower, declare the Loans, all interest thereon and all other amounts and
Obligations payable under this Agreement to be forthwith due and payable,
whereupon the Loans, all such interest and all such amounts and Obligations
shall become and be forthwith due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by the Borrower; provided, however, that upon the occurrence of the Events of
Default specified in Section 9.1(f) (Events of Default) with respect to any Loan
Party, (x) the Commitments of each Lender to make Loans and the commitments of
each Lender and Issuer to Issue or participate in Letters of Credit shall each
automatically be terminated and (y) the Loans, all such interest and all such
amounts and Obligations shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrower. In addition to the remedies set forth
above, the Administrative Agent may exercise any remedies provided for by the
Collateral Documents in accordance with the terms thereof or any other remedies
provided by applicable law.

                  SECTION 9.3       ACTIONS IN RESPECT OF LETTERS OF CREDIT

                  Upon the Revolving Credit Termination Date or as may be
required by Section 2.10(c) (Mandatory Prepayments) and at any time after the
Revolving Credit Termination Date when the funds in a Cash Collateral Account
shall be less than the Letter of Credit Obligations, the Borrower shall pay to
the Administrative Agent in immediately available funds at the Administrative
Agent's office referred to in Section 11.8 (Notices, Etc.), for deposit in a
Cash Collateral Account, an amount equal to 105% of the sum of all outstanding
Letter of Credit Obligations. The Administrative Agent may, from time to time
after funds are deposited in any Cash Collateral Account, apply funds then held
in such Cash Collateral Account to the payment of any amounts, in accordance
with Section 2.14(g) (Payments and Computations), as shall have become or shall
become due and payable by the Borrower to the Issuers or Lenders in respect of
the Letter of Credit Obligations to the extent that the Loans have been paid in
full, the Revolving Commitments have been terminated or permanently reduced to
zero and the Letter of Credit

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Obligations are the only remaining Obligations under this Agreement, the
Administrative Agent shall release from time to time, upon the request of the
Borrower, any amount in the Cash Collateral Account in excess of 105% of the sum
of all outstanding Letter of Credit Obligations at such time. Net Cash Proceeds
of a Reinvestment Event held in the Cash Collateral Account pursuant to Section
2.10(c)(ii) (Mandatory Prepayments), shall, upon notice to the Administrative
Agent (i) that the Borrower shall within five Business Days apply such Net Cash
Proceeds in accordance with the corresponding Reinvestment Notice or (ii)
directing the Administrative Agent to prepay the Term Loans as set forth in
Section 2.10(c)(iii) (Mandatory Prepayments), be released in the amount
specified in such notice or the amount of such prepayment. The Administrative
Agent shall promptly give written notice of any such application under this
Section 9.3; provided, however, that the failure to give such written notice
shall not invalidate any such application.

                  SECTION 9.4       RESCISSION

                  If at any time after termination of the Commitments or
acceleration of the maturity of the Loans, the Borrower shall pay all arrears of
interest and all payments on account of principal of the Loans and Reimbursement
Obligations that shall have become due otherwise than by acceleration (with
interest on principal and, to the extent permitted by law, on overdue interest,
at the rates specified herein) and all Events of Default and Defaults (other
than non-payment of principal of and accrued interest on the Loans due and
payable solely by virtue of acceleration) shall be remedied or waived pursuant
to Section 11.1 (Amendments, Waivers, Etc.), then upon the written consent of
the Requisite Lenders and written notice to the Borrower, the termination of the
Commitments or the acceleration and their consequences may be rescinded and
annulled; provided, however, that such action shall not affect any subsequent
Event of Default or Default or impair any right or remedy consequent thereon.
The provisions of the preceding sentence are intended merely to bind the Lenders
and the Issuers to a decision that may be made at the election of the Requisite
Lenders, and such provisions are not intended to benefit the Borrower and do not
give the Borrower the right to require the Lenders to rescind or annul any
acceleration hereunder, even if the conditions set forth herein are met.

                                    ARTICLE X

                                   THE AGENTS

                  SECTION 10.1      AUTHORIZATION AND ACTION

                  (a)      Each Lender and each Issuer hereby appoints CNAI as
the Administrative Agent hereunder and each Lender and each Issuer authorizes
the Administrative Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement and the other Loan Documents as are
delegated to the Administrative Agent under such agreements and to exercise such
powers as are reasonably incidental thereto. Without limiting the foregoing,
each Lender and each Issuer hereby authorizes the Administrative Agent to
execute and deliver, and to perform its obligations under, each of the Loan
Documents to which the Administrative Agent is a party, to exercise all rights,
powers and remedies that the Administrative Agent may have under such Loan
Documents and, in the case of the Collateral Documents, to act as agent for the
Lenders, Issuers and the other Secured Parties under such Collateral Documents.
Each Lender and each Issuer hereby appoints LCPI as Syndication Agent, and
hereby authorizes the Syndication Agent to act in its capacity on behalf of such
Lender and such Issuer in accordance with the terms of this Agreement and the
other Loan Documents.

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                  (b)      Except to the limited extent provided in Sections
11.2(c) and 11.2(d) with respect to notations in the Register, as to any matters
not expressly provided for by this Agreement and the other Loan Documents,
(including enforcement or collection), the Administrative Agent shall not be
required to exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Requisite Lenders, and such
instructions shall be binding upon all Lenders and each Issuer; provided,
however, that the Administrative Agent shall not be required to take any action
that (i) the Administrative Agent in good faith believes exposes it to personal
liability unless the Administrative Agent receives an indemnification
satisfactory to it from the Lenders and the Issuers with respect to such action
or (ii) is contrary to this Agreement or any applicable Requirement of Law. The
Administrative Agent agrees to give to each Lender and each Issuer prompt notice
of each notice given to it by any Loan Party pursuant to the terms of this
Agreement or the other Loan Documents.

                  (c)      In performing its functions and duties hereunder and
under the other Loan Documents, except to the limited extent provided in the
last sentence of Sections 11.2(c) and 11.2(d), the Administrative Agent is
acting solely on behalf of the Lenders and the Issuers and its duties are
entirely administrative in nature. The Administrative Agent does not assume and
shall not be deemed to have assumed any obligation other than as expressly set
forth herein and in the other Loan Documents or any other relationship as the
agent, fiduciary or trustee of or for any Lender, Issuer or holder of any other
Obligation. The Administrative Agent may perform any of its duties under any
Loan Document by or through its agents or employees.

                  (d)      Duties of the Syndication Agent. Notwithstanding
anything to the contrary contained in this Agreement, the Syndication Agent is a
Lender designated as "Syndication Agent" for title purposes only and in such
capacity shall have no obligations or duties whatsoever under this Agreement or
any other Loan Document to any Loan Party, any Lender or any Issuer and shall
have no rights separate from its rights as a Lender except as expressly provided
in this Agreement.

                  (e)      Duties of the Documentation Agent. Notwithstanding
anything to the contrary contained in this Agreement, the Documentation Agent is
a Lender designated as "Documentation Agent" for title purposes only and in such
capacity shall have no obligations or duties whatsoever under this Agreement or
any other Loan Document to any Loan Party, any Lender or any Issuer and shall
have no rights separate from its rights as a Lender except as expressly provided
in this Agreement.

                  SECTION 10.2      ADMINISTRATIVE AGENT'S RELIANCE, ETC.

                  None of the Administrative Agent, any of its Affiliates or any
of their respective directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it, him, her or them under or in
connection with this Agreement or the other Loan Documents, except for its, his,
her or their own gross negligence or willful misconduct. Without limiting the
foregoing, the Administrative Agent (a) may treat the payee of any Note as its
holder until such Note has been assigned in accordance with Section 11.2
(Assignments and Participations), (b) may rely on the Register to the extent set
forth in Section 11.2(c) (Assignments and Participations), (c) may consult with
legal counsel (including counsel to the Borrower or any other Loan Party),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts, (d) makes no
warranty or representation to any

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Lender or Issuer and shall not be responsible to any Lender or Issuer for any
statements, warranties or representations made by or on behalf of the Borrower
or any of its Subsidiaries in or in connection with this Agreement or any other
Loan Document, (e) shall not have any duty to ascertain or to inquire either as
to the performance or observance of any term, covenant or condition of this
Agreement or any other Loan Document, as to the financial condition of any Loan
Party or as to the existence or possible existence of any Default or Event of
Default, (f) shall not be responsible to any Lender or Issuer for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of, or the attachment, perfection or priority of any Lien created or purported
to be created under or in connection with, this Agreement, any other Loan
Document or any other instrument or document furnished pursuant hereto or
thereto and (g) shall incur no liability under or in respect of this Agreement
or any other Loan Document by acting upon any notice, consent, certificate or
other instrument or writing (which writing may be a telecopy or electronic mail)
or any telephone message believed by it to be genuine and signed or sent by the
proper party or parties.

                  SECTION 10.3      POSTING OF APPROVED ELECTRONIC
COMMUNICATIONS

                  (a)      Each of the Lenders, the Issuers, Holdings and the
Borrower agrees, and Holdings and the Borrower shall cause each of their
Subsidiaries to agree, that the Administrative Agent may, but shall not be
obligated to, make the Approved Electronic Communications available to the
Lenders and Issuers by posting such Approved Electronic Communications on
"e-Disclosure," the Administrative Agent's internet delivery system that is part
of Fixed Income Direct, Global Fixed Income's primary web portal, Intralinks(TM)
or any successor electronic platform chosen by the Administrative Agent to be
its internet delivery system (the "Approved Electronic Platform").

                  (b)      Although the Approved Electronic Platform and its
primary web portal are secured with generally-applicable security procedures and
policies implemented or modified by the Administrative Agent from time to time
(including, as of the Closing Date, a dual firewall and a User ID/Password
Authorization System) and the Approved Electronic Platform is secured through a
single-user-per-deal authorization method whereby each user may access the
Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders,
the Issuers, Holdings and the Borrower acknowledges and agrees, and Holdings and
the Borrower shall cause each of their Subsidiaries to acknowledge and agree,
that the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks associated
with such distribution. In consideration for the convenience and other benefits
afforded by such distribution and for the other consideration provided
hereunder, the receipt and sufficiency of which is hereby acknowledged, each of
the Lenders, the Issuers, Holdings and the Borrower hereby approves, and
Holdings and the Borrower shall cause each of their Subsidiaries to approve,
distribution of the Approved Electronic Communications through the Approved
Electronic Platform and understands and assumes, and Holdings and the Borrower
shall cause each of their Subsidiaries to understand and assume, the risks of
such distribution; provided, however, that such understanding and assumption of
risk shall not relieve the Administrative Agent of liability for its own gross
negligence or willful misconduct, as finally determined by a court of competent
jurisdiction.

                  (c)      The Approved Electronic Communications and the
Approved Electronic Platform are provided "as is" and "as available." None of
the Administrative Agent or any of its Affiliates or any of their respective
officers, directors, employees, agents, advisors or representatives (the "Agent
Affiliates") warrants the accuracy, adequacy or completeness of the

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Approved Electronic Communications and the Approved Electronic Platform and each
expressly disclaims liability for errors or omissions in the Approved Electronic
Communications and the Approved Electronic Platform. No warranty of any kind,
express, implied or statutory (including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third
party rights or freedom from viruses or other code defects) is made by the Agent
Affiliates in connection with the Approved Electronic Communications. In no
event shall the Agent Affiliates have any liability to Holdings, the Borrower or
any of their respective Subsidiaries, any Lender, any Issuer or any other Person
for damages of any kind, including, without limitation, direct or indirect,
special, incidental or consequential damages, losses or expenses (whether in
tort, contract or otherwise) arising out of the Borrower's or the Administrative
Agent's transmission of communications through the internet, except to the
extent the liability of any Agent Affiliate is found in a final non-appealable
judgment by a court of competent jurisdiction to have resulted from such Agent
Affiliate's gross negligence or willful misconduct.

                  (d)      Each of the Lenders, the Issuers, Holdings and the
Borrower agrees, and Holdings and the Borrower shall cause each of their
Subsidiaries to agree, that the Administrative Agent may, but (except as may be
required by applicable law) shall not be obligated to, store the Approved
Electronic Communications on the Approved Electronic Platform in accordance with
the Administrative Agent's generally-applicable document retention procedures
and policies.

                  SECTION 10.4      THE AGENT INDIVIDUALLY

                  With respect to its Ratable Portion, each Agent shall have and
may exercise the same rights and powers hereunder and is subject to the same
obligations and liabilities as and to the extent set forth herein for any other
Lender. The terms "Lenders", "Revolving Credit Lenders", "Optional Currency
Lenders", "Term Loan Lenders", "Requisite Lenders" and any similar terms shall,
unless the context clearly otherwise indicates, include, without limitation,
each Agent in its individual capacity as a Lender, a Revolving Credit Lender,
Term Loan Lender, Optional Currency Lenders or as one of the Requisite Lenders.
Each Agent and each of its Affiliates may accept deposits from, lend money to,
and generally engage in any kind of banking, trust or other business with, any
Loan Party as if such Agent were not acting as Agent.

                  SECTION 10.5      LENDER CREDIT DECISION

                  Each Lender and each Issuer acknowledges that it shall,
independently and without reliance upon any Agent or any other Lender conduct
its own independent investigation of the financial condition and affairs of
Holdings, the Borrower and each other Loan Party (and their respective
Subsidiaries) in connection with the making and continuance of the Loans and
with the issuance of the Letters of Credit. Each Lender and each Issuer also
acknowledges that it shall, independently and without reliance upon any Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and other Loan Documents.

                  SECTION 10.6      INDEMNIFICATION

                  Each Lender agrees to indemnify the Administrative Agent and
each of its Affiliates, and each of their respective directors, officers,
employees, agents and advisors (to the extent not reimbursed by the Borrower),
from and against such Lender's aggregate Ratable Portion of the Facilities of
any and all liabilities, obligations, losses, damages, penalties, actions,

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judgments, suits, costs, expenses and disbursements (including fees, expenses
and disbursements of financial and legal advisors) of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against, the
Administrative Agent or any of its Affiliates, directors, officers, employees,
agents and advisors in any way relating to or arising out of this Agreement or
the other Loan Documents or any action taken or omitted by the Administrative
Agent under this Agreement or the other Loan Documents; provided, however, that
no Lender shall be liable for that portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Administrative Agent's or such Affiliate's
gross negligence or willful misconduct. Without limiting the foregoing, each
Lender agrees to reimburse the Administrative Agent promptly upon demand for its
Ratable Portion of any out-of-pocket expenses (including fees, expenses and
disbursements of financial and legal advisors) incurred by the Administrative
Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of its rights or
responsibilities under, this Agreement or the other Loan Documents, to the
extent that the Administrative Agent is not reimbursed for such expenses by the
Borrower or another Loan Party.

                  SECTION 10.7      SUCCESSOR ADMINISTRATIVE AGENT

                  The Administrative Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower. Upon any such
resignation, the Requisite Lenders shall have the right to appoint a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Requisite Lenders, and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent's giving of notice of
resignation, then the retiring Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent, selected from among the
Lenders. In either case, such appointment shall be subject to the prior written
approval of the Borrower (which approval may not be unreasonably withheld and
shall not be required upon the occurrence and during the continuance of an Event
of Default). Upon the acceptance of any appointment as Administrative Agent by a
successor Administrative Agent, such successor Administrative Agent shall
succeed to, and become vested with, all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement
and the other Loan Documents. Prior to any retiring Administrative Agent's
resignation hereunder as Administrative Agent, the retiring Administrative Agent
shall take such action as may be reasonably necessary to assign to the successor
Administrative Agent its rights as Administrative Agent under the Loan
Documents. After such resignation, the retiring Administrative Agent shall
continue to have the benefit of this Article X as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this Agreement
and the other Loan Documents.

                  SECTION 10.8      CONCERNING THE COLLATERAL AND THE COLLATERAL
DOCUMENTS

                  (a)      Each Lender and each Issuer agrees that any action
taken by the Administrative Agent or the Requisite Lenders (or, where required
by the express terms of this Agreement, a greater proportion of the Lenders) in
accordance with the provisions of this Agreement or of the other Loan Documents,
and the exercise by the Administrative Agent or the Requisite Lenders (or, where
so required, such greater proportion) of the powers set forth herein or therein,
together with such other powers as are reasonably incidental thereto, shall be
authorized and binding upon all of the Lenders, Issuers and other Secured
Parties. Without limiting the generality of the foregoing, the Administrative
Agent shall have the sole and

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exclusive right and authority to (i) act as the disbursing and collecting agent
for the Lenders and the Issuers with respect to all payments and collections
arising in connection herewith and with the Collateral Documents, (ii) execute
and deliver each Collateral Document and accept delivery of each such agreement
delivered by the Borrower or any of its Subsidiaries, (iii) act as collateral
agent for the Lenders, the Issuers and the other Secured Parties for purposes of
the perfection of all security interests and Liens created by such agreements
and all other purposes stated therein, provided, however, that the
Administrative Agent hereby appoints, authorizes and directs each Lender and
Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders,
the Issuers and the other Secured Parties for purposes of the perfection of all
security interests and Liens with respect to the Borrower's and its
Subsidiaries' respective Deposit Accounts maintained with, and cash and Cash
Equivalents held by, such Lender or such Issuer, (iv) manage, supervise and
otherwise deal with the Collateral, (v) take such action as is necessary or
desirable to maintain the perfection and priority of the security interests and
Liens created or purported to be created by the Collateral Documents and (vi)
except as may be otherwise specifically restricted by the terms hereof or of any
other Loan Document, exercise all remedies given to the Administrative Agent,
the Lenders, the Issuers and the other Secured Parties with respect to the
Collateral under the Loan Documents relating thereto, applicable law or
otherwise.

                  (b)      Each of the Lenders and the Issuers hereby directs,
in accordance with the terms hereof, the Administrative Agent to release (or, in
the case of clause (ii) below, release or subordinate) any Lien held by the
Administrative Agent for the benefit of the Lenders and the Issuers against any
of the following:

                           (i)      all of the Collateral, upon termination of
         the Commitments and payment and satisfaction in full of all Loans,
         Reimbursement Obligations and all other Obligations that the
         Administrative Agent has been notified in writing are then due and
         payable (and, in respect of contingent Letter of Credit Obligations,
         with respect to which cash collateral has been deposited or a back-up
         letter of credit has been issued, in either case on terms satisfactory
         to the Administrative Agent and the applicable Issuers);

                           (ii)     any assets that are subject to a Lien
         permitted by Section 8.2(c), (d), (e), (f) and (h) (Liens, Etc.); and

                           (iii)    any part of the Collateral sold or disposed
         of by a Loan Party if such sale or disposition is permitted by this
         Agreement (or permitted pursuant to a waiver or consent of a
         transaction otherwise prohibited by this Agreement).

Each of the Lenders and the Issuers hereby directs the Administrative Agent to
execute and deliver or file such termination and partial release statements and
do such other things as are necessary to release Liens to be released pursuant
to this Section 10.8 promptly upon the effectiveness of any such release.

                  SECTION 10.9      COLLATERAL MATTERS RELATING TO RELATED
OBLIGATIONS

                  The benefit of the Loan Documents and of the provisions of
this Agreement relating to the Collateral shall extend to and be available in
respect of any Secured Obligation arising under any Hedging Contract or Cash
Management Obligation or that is otherwise owed to Persons other than the
Administrative Agent, the Lenders and the Issuers (collectively, "Related
Obligations") solely on the condition and understanding, as among the
Administrative Agent and all Secured Parties, that (a) the Related Obligations
shall be entitled to the benefit of the Loan

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Documents and the Collateral to the extent expressly set forth in this Agreement
and the other Loan Documents and to such extent the Administrative Agent shall
hold, and have the right and power to act with respect to, the Guaranty and the
Collateral on behalf of and as agent for the holders of the Related Obligations,
but the Administrative Agent is otherwise acting solely as agent for the Lenders
and the Issuers and shall have no fiduciary duty, duty of loyalty, duty of care,
duty of disclosure or other obligation whatsoever to any holder of Related
Obligations, (b) all matters, acts and omissions relating in any manner to the
Guaranty, the Collateral, or the omission, creation, perfection, priority,
abandonment or release of any Lien, shall be governed solely by the provisions
of this Agreement and the other Loan Documents and no separate Lien, right,
power or remedy shall arise or exist in favor of any Secured Party under any
separate instrument or agreement or in respect of any Related Obligation, (c)
each Secured Party shall be bound by all actions taken or omitted, in accordance
with the provisions of this Agreement and the other Loan Documents, by the
Administrative Agent and the Requisite Lenders (or such higher proportion of
Lenders as required hereby), each of whom shall be entitled to act at its sole
discretion and exclusively in its own interest given its own Commitments and its
own interest in the Loans, Letter of Credit Obligations and other Obligations to
it arising under this Agreement or the other Loan Documents, without any duty or
liability to any other Secured Party or as to any Related Obligation and without
regard to whether any Related Obligation remains outstanding or is deprived of
the benefit of the Collateral or becomes unsecured or is otherwise affected or
put in jeopardy thereby, (d) no holder of Related Obligations and no other
Secured Party (except the Agents, the Lenders and the Issuers, to the extent set
forth in this Agreement) shall have any right to be notified of, or to direct,
require or be heard with respect to, any action taken or omitted in respect of
the Collateral or under this Agreement or the Loan Documents and (e) no holder
of any Related Obligation shall exercise any right of setoff, banker's lien or
similar right except as expressly provided in Section 11.6 (Right of Set-off).

                                   ARTICLE XI

                                  MISCELLANEOUS

                  SECTION 11.1      AMENDMENTS, WAIVERS, ETC.

                  (a)      No amendment or waiver of any provision of this
Agreement or any other Loan Document nor consent to any departure by any Loan
Party therefrom shall in any event be effective unless the same shall be in
writing and signed by the Requisite Lenders (or by the Administrative Agent with
the consent of the Requisite Lenders) and, in the case of any amendment, by the
Borrower, and then any such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent shall, unless in writing and
signed by each Lender directly affected thereby, in addition to the Requisite
Lenders (or the Administrative Agent with the consent thereof), do any of the
following:

                  (i)      waive any condition specified in Section 3.1
         (Conditions Precedent to Initial Loans and Letters of Credit) or
         Section 3.2(b) (Conditions Precedent to Each Loan and Letter of
         Credit), except with respect to a condition based upon another
         provision hereof, the waiver of which requires only the concurrence of
         the Requisite Lenders and, in the case of the conditions specified in
         Section 3.1 (Conditions Precedent to Initial Loans and Letters of
         Credit), subject to the provisions of Section 3.3 (Determinations of
         Initial Borrowing Conditions);

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                  (ii)     increase the Commitment of such Lender or subject
         such Lender to any additional obligation;

                  (iii)    extend the scheduled final maturity of any Loan owing
         to such Lender, or waive, reduce or postpone any scheduled date fixed
         for the payment or reduction of principal of any such Loan (it being
         understood that Section 2.10 (Mandatory Prepayments) does not provide
         for scheduled dates fixed for payment) or for the reduction of such
         Lender's Commitment;

                  (iv)     reduce the principal amount of any Loan or
         Reimbursement Obligation owing to such Lender (other than by the
         payment or prepayment thereof);

                  (v)      reduce the rate of interest on any Loan or
         Reimbursement Obligations outstanding to such Lender or any fee payable
         hereunder to such Lender;

                  (vi)     postpone any scheduled date fixed for payment of such
         interest or fees owing to such Lender;

                  (vii)    change the aggregate Ratable Portions of Lenders
         required for any or all Lenders to take any action hereunder;

                  (viii)   release all or substantially all of the Collateral
         except as provided in Section 10.8(b) (Concerning the Collateral and
         the Collateral Documents) or release the Borrower from its payment
         obligation to such Lender under this Agreement or the Revolving Credit
         Notes owing to such Lender (if any) or release any Guarantor from its
         obligations under the Guaranty except in connection with the sale or
         other disposition of a Subsidiary Guarantor (or all or substantially
         all of the assets thereof) permitted by this Agreement (or permitted
         pursuant to a waiver or consent of a transaction otherwise prohibited
         by this Agreement); or

                  (ix)     amend Section 10.8(b) (Concerning the Collateral and
         the Collateral Documents), this Section 11.1 or either definition of
         the terms "Requisite Lenders" or "Ratable Portion";

                  (x)      amend the provisions of Section 2.14(g) (Payments and
         Computations)

                           and provided, further, that (v) any modification of
         the application of payments to the Term Loans pursuant to Section 2.10
         (Mandatory Prepayments) shall require the consent of the Requisite Term
         Loan Lenders and any such modification of the application of payments
         to the Revolving Loans pursuant to Section 2.10 (Mandatory Prepayments)
         or the reduction of the Revolving Credit Commitments pursuant to
         Section 2.6(b) (Reduction and Termination of the Revolving Credit
         Commitments) shall require the consent of the Requisite Revolving
         Credit Lenders, (w) no amendment, waiver or consent shall, unless in
         writing and signed by any Special Purpose Vehicle that has been granted
         an option pursuant to Section 11.2(f) (Assignments and Participations)
         affect the grant or nature of such option or the right or duties of
         such Special Purpose Vehicle hereunder, (x) no amendment, waiver or
         consent shall, unless in writing and signed by the Administrative Agent
         in addition to the Lenders required above to take such action, affect
         the rights or duties of the Administrative Agent under this Agreement
         or the other Loan

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<PAGE>

         Documents, (y) any modification of the provisions of Section 2.14(g)
         (Payments and Computations) shall require the written consent of the
         Administrative Agent and the Swing Lender to the extent set forth
         therein and (z) no amendment, waiver or consent shall, unless in
         writing and signed by the Optional Currency Lenders in addition to the
         Lenders required above to take such action, affect the rights or duties
         of the Optional Currency Lenders under this Agreement or the other Loan
         Documents,.

                  (b)      The Administrative Agent may, but shall have no
obligation to, with the written concurrence of any Lender, execute amendments,
modifications, waivers or consents on behalf of such Lender. Any waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given. No notice to or demand on the Borrower in any
case shall entitle the Borrower to any other or further notice or demand in
similar or other circumstances.

                  (c)      If, in connection with any proposed amendment,
modification, waiver or termination (a "Proposed Change") requiring the consent
of all affected Lenders, the consent of Requisite Lenders is obtained but the
consent of other Lenders whose consent is required is not obtained (any such
Lender whose consent is not obtained as described in this Section 11.1 being
referred to as a "Non-Consenting Lender"), then, so long as the Lender acting as
the Administrative Agent is not a Non-Consenting Lender, at the Borrower's
request, an Eligible Assignee acceptable to the Administrative Agent shall have
the right with the Administrative Agent's consent and in the Administrative
Agent's sole discretion (but shall have no obligation) to purchase from such
Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon
the Administrative Agent's request, sell and assign to the Lender acting as the
Administrative Agent or such Eligible Assignee, all of the Commitments, Term
Loans and Revolving Credit Outstandings of such Non-Consenting Lender for an
amount equal to the principal balance of all Loans held by the Non-Consenting
Lender and all accrued interest and fees with respect thereto through the date
of sale; provided, however, that such purchase and sale shall be recorded in the
Register maintained by the Administrative Agent and shall not be effective until
the Administrative Agent shall have received from such Eligible Assignee an
agreement in form and substance satisfactory to the Administrative Agent and the
Borrower whereby such Eligible Assignee shall agree to be bound by the terms
hereof. Each Lender agrees that, if it becomes a Non-Consenting Lender, it shall
execute and deliver to the Administrative Agent an Assignment and Acceptance to
evidence such sale and purchase and shall deliver to the Administrative Agent
any Note (if the assigning Lender's Loans are evidenced by Notes) subject to
such Assignment and Acceptance; provided, however, that the failure of any
Non-Consenting Lender to execute an Assignment and Acceptance shall not render
such sale and purchase (and the corresponding assignment) invalid.

                  SECTION 11.2      ASSIGNMENTS AND PARTICIPATIONS

                  (a)      Each Lender may sell, transfer, negotiate or assign
to one or more Eligible Assignees all or a portion of its rights and obligations
hereunder (including all of its rights and obligations with respect to the Term
Loans, the Revolving Loans, the Swing Loans and the Letters of Credit);
provided, however, that (i)(A) if any such assignment shall be of the assigning
Lender's Revolving Credit Outstandings and Revolving Credit Commitments, such
assignment shall cover the same percentage of such Lender's Revolving Credit
Outstandings and Revolving Credit Commitment (B) if any such assignment shall be
of the assigning Lender's Optional Currency Loans and Optional Currency
Commitments, such assignment shall cover the same percentage of such Lender's
Optional Currency Loans and Optional Currency

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Commitments and (C) if any such assignment shall be of the assigning Lender's
Term Loans and Term Loan Commitment, such assignment shall cover the same
percentage of such Lender's Term Loans and Term Loan Commitment, (ii) the
aggregate amount being assigned pursuant to each such assignment (determined as
of the date of the Assignment and Acceptance with respect to such assignment)
shall in no event (if less than the Assignor's entire interest) be less than
$1,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in
either case, (A) with the consent of the Borrower and the Administrative Agent
or (B) if such assignment is being made to a Lender or an Affiliate or Approved
Fund of such Lender, and (iii) if such Eligible Assignee is not, prior to the
date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender,
such assignment shall be subject to the prior consent of the Administrative
Agent and the Required Revolving Lenders in the case of an assignment with
respect to a Revolving Loan and the Borrower (which consent shall not be
unreasonably withheld or delayed); and provided, further, that, notwithstanding
any other provision of this Section 11.2, the consent of the Borrower shall not
be required for any assignment occurring when any Event of Default shall have
occurred and be continuing. Any such assignment need not be ratable as among the
Term Loan Facility and the Revolving Credit Facility.

                  (b)      The parties to each such assignment shall execute and
deliver to the Administrative Agent, for its acceptance and recording in the
Register, an Assignment and Acceptance, together with any Note (if the assigning
Lender's Loans are evidenced by a Note) subject to such assignment. In addition,
any Lender or Eligible Assignee assuming a Revolving Credit Commitment in
connection with a Facility Increase shall execute an assumption agreement in
accordance with Section 2.19 (Facility Increase). Upon the execution, delivery,
acceptance and recording in the Register of any Assignment and Acceptance and,
other than in respect of assignments made pursuant to Section 2.18 (Substitution
of Lenders) and Section 11.1(c) (Amendments, Waivers, Etc.), the receipt by the
Administrative Agent from the assignee of an assignment fee in the amount of
$3,500 from and after the effective date specified in such Assignment and
Acceptance, (i) the assignee thereunder shall become a party hereto and, to the
extent that rights and obligations under the Loan Documents have been assigned
to such assignee pursuant to such Assignment and Acceptance, have the rights and
obligations of a Lender, and if such Lender were an Issuer, of such Issuer
hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent
that rights and obligations under this Agreement have been assigned by it
pursuant to such Assignment and Acceptance, relinquish its rights (except for
those surviving the payment in full of the Obligations) and be released from its
obligations under the Loan Documents, other than those relating to events or
circumstances occurring prior to such assignment (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under the Loan Documents, such Lender shall
cease to be a party hereto).

                  (c)      The Administrative Agent shall maintain at its
address referred to in Section 11.8 (Notices, Etc.) a copy of each Assignment
and Acceptance delivered to and accepted by it and a register for the recording
of the names and addresses of the Lenders and the Issuers and the Commitments of
and principal amount of the Loans and Letter of Credit Obligations (specifying
the Reimbursement Obligations) owing to each Lender and each Issuer from time to
time (the "Register"). Any assignment pursuant to this Section 11.2 shall not be
effective until such assignment is recorded in the Register. The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error, and the Loan Parties, the Administrative Agent, the Lenders and the
Issuers shall treat each Person whose name is recorded in the Register as a
Lender or as an Issuer, as the case may be, for all purposes of this Agreement.
The Register shall

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be available for inspection by the Borrower, the Administrative Agent or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

                  (d)      Notwithstanding anything to the contrary contained in
clause (b) above, the Loans (including the Notes evidencing such Loans), any
Revolving Loans deemed to have been made pursuant to Section 2.3(e) (Swing
Loans), Reimbursement Obligations and undivided participation interests in Swing
Loans purchased pursuant to Section 2.3(f) (Swing Loans) are registered
obligations and the right, title, and interest of the Lenders and the Issuers,
as the case may be, and their assignees in and to such Loans, deemed Revolving
Loans, Reimbursement Obligations and undivided participation interests in Swing
Loans, as the case may be, shall be transferable only upon notation of such
transfer in the Register. A Note shall only evidence the Lender's or a
registered assignee's right title and interest in and to the related Loan, and
in no event is any such Note to be considered a bearer instrument or obligation.
This Section 11.2 shall be construed so that the Loans, deemed Revolving Loans,
Reimbursement Obligations and undivided participation interests in Swing Loans,
are at all times maintained in "registered form" within the meaning of Sections
163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (or any
successor provisions of the Code or such regulations). Solely for purposes of
this clause (d) and for tax purposes only, the Administrative Agent shall act as
the Borrower's agent for purposes of maintaining the Register and such notations
of transfer in the Register, subject to the standard of care set forth in the
first sentence of Section 10.2(b) (Administrative Agent's Reliance, Etc.).

                  (e)      Upon its receipt of an Assignment and Acceptance
executed by an assigning Lender and an assignee, the Administrative Agent shall,
if such Assignment and Acceptance has been completed, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the Register
and (iii) give prompt notice thereof to the Borrower. Within five Business Days
after its receipt of such notice, the Borrower, at its own expense, shall, if
requested by such assignee, execute and deliver to the Administrative Agent new
Notes to the order of such assignee in an amount equal to the Commitments and
Loans assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Lender has surrendered any Note for exchange in connection with the
assignment and has retained Commitments or Loans hereunder, new Notes to the
order of the assigning Lender in an amount equal to the Commitments and Loans
retained by it hereunder. Such new Notes shall be dated the same date as the
surrendered Notes and be in substantially the form of Exhibit B-1 (Form of
Revolving Credit Note) or Exhibit B-2 (Form of Term Note), as applicable.

                  (f)      In addition to the other assignment rights provided
in this Section 11.2, each Lender may (i) grant to a Special Purpose Vehicle the
option to make all or any part of any Loan that such Lender would otherwise be
required to make hereunder and the exercise of such option by any such Special
Purpose Vehicle and the making of Loans pursuant thereto shall satisfy (once and
to the extent that such Loans are made) the obligation of such Lender to make
such Loans thereunder, provided, however, that nothing herein shall constitute a
commitment or an offer to commit by such a Special Purpose Vehicle to make Loans
hereunder and no such Special Purpose Vehicle shall be liable for any indemnity
or other Obligation (other than the making of Loans for which such Special
Purpose Vehicle shall have exercised an option, and then only in accordance with
the relevant option agreement), and (ii) assign, as collateral or otherwise, any
of its rights under this Agreement, whether now owned or hereafter acquired
(including rights to payments of principal or interest on the Loans), to (x) any
Federal Reserve Bank pursuant to Regulation A of the Federal Reserve Board
without notice to or consent of the Borrower or the

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Administrative Agent, (y) any trustee for the benefit of the holders of such
Lender's Securities and (z) to any Special Purpose Vehicle to which such Lender
has granted an option pursuant to clause (i) above; and provided, further, that
no such assignment or grant shall release such Lender from any of its
obligations hereunder except as expressly provided in clause (i) above. Each
party hereto acknowledges and agrees that, prior to the date that is one year
and one day after the payment in full of all outstanding commercial paper or
other senior debt of any such Special Purpose Vehicle, such party shall not
institute against, or join any other Person in instituting against, any Special
Purpose Vehicle that has been granted an option pursuant to this clause (f) any
bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement
shall survive the payment in full of the Obligations). In addition, each Lender
granting a Special Purpose Vehicle the option to make all or any part of any
Loan that such Lender would otherwise be required to make hereunder, (i) shall
keep a register, meeting the requirements of Treasury Regulations Section
5f.103-1(c), of each Special Purpose Vehicle which has funded all or any part of
any Loans that such Lender would otherwise be obligated to make pursuant to this
Agreement, specifying such Special Purpose Vehicle's entitlement to payments of
principal and interest with respect to such Loans and (ii) shall collect, prior
to the time such Special Purpose Vehicle receives payments with respect to such
funded Loans, from each such Special Purpose Vehicle the appropriate forms,
certificates and statements described in Section 2.17 (Taxes) (and updated as
required by Section 2.17 (Taxes)) as if such Special Purpose Vehicle were a
Lender under Section 2.17 (Taxes).

                  (g)      Each Lender may sell participations to one or more
Persons in or to all or a portion of its rights and obligations under the Loan
Documents (including all its rights and obligations with respect to the Term
Loans, Revolving Loans and Letters of Credit). The terms of such participation
shall not, in any event, require the participant's consent to any amendments,
waivers or other modifications of any provision of any Loan Documents, the
consent to any departure by any Loan Party therefrom, or to the exercising or
refraining from exercising any powers or rights such Lender may have under or in
respect of the Loan Documents (including the right to enforce the obligations of
the Loan Parties), except if any such amendment, waiver or other modification or
consent would (i) reduce the amount, or postpone any date fixed for, any amount
(whether of principal, interest or fees) payable to such participant under the
Loan Documents, to which such participant would otherwise be entitled under such
participation or (ii) result in the release of all or substantially all of the
Collateral other than in accordance with Section 10.8(b) (Concerning the
Collateral and the Collateral Documents). In the event of the sale of any
participation by any Lender, (w) such Lender's obligations under the Loan
Documents shall remain unchanged, (x) such Lender shall remain solely
responsible to the other parties for the performance of such obligations, (y)
such Lender shall remain the holder of such Obligations for all purposes of this
Agreement and (z) the Borrower, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement. Each participant
shall be entitled to the benefits of Sections 2.16 (Capital Adequacy) and 2.17
(Taxes) and of Section 2.15(d) (Illegality) as if it were a Lender; provided,
however, that anything herein to the contrary notwithstanding, the Borrower
shall not, at any time, be obligated to make under Section 2.16 (Capital
Adequacy), 2.17 (Taxes) or Section 2.15(d) (Illegality) to the participants in
the rights and obligations of any Lender (together with such Lender) any payment
in excess of the amount the Borrower would have been obligated to pay to such
Lender in respect of such interest had such participation not been sold. In
addition, each Lender selling a participation to a participant under this
Section 11.2(g) (i) shall keep a register, meeting the requirements of Treasury
Regulations Section 5f.103-1(c), of each participant, specifying such
participant's entitlement to payments of principal

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and interest with respect to such participation, and (ii) shall collect, prior
to the time such participant receives payments with respect to such
participations, from each such participant the appropriate forms, certificates
and statements described in Section 2.17 (Taxes) (and updated as required by
Section 2.17 (Taxes)) as if such participant were a Lender under Section 2.17
(Taxes).

                  (h)      Any Issuer may at any time assign its rights and
obligations hereunder to any other Lender by an instrument in form and substance
satisfactory to the Borrower, the Administrative Agent, such Issuer and such
Lender, subject to the provisions under Section 11.2(c) relating to notations of
transfer in the Register. If any Issuer ceases to be a Lender hereunder by
virtue of any assignment made pursuant to this Section 11.2, then, as of the
effective date of such cessation, such Issuer's obligations to Issue Letters of
Credit pursuant to Section 2.5 (Letters of Credit) shall terminate and such
Issuer shall be an Issuer hereunder only with respect to outstanding Letters of
Credit issued prior to such date.

                  (i)      For purposes of this Section 11.2, with respect to
each Letter of Credit, if an Issuer transfer its rights with respect to the
Borrower's Reimbursement Obligation with respect to a Letter of Credit, such
Issuer shall give notice of such transfer to the Administrative Agent for
notation in the Register.

                  SECTION 11.3      COSTS AND EXPENSES

                  (a)      The Borrower agrees upon demand to pay, or reimburse
the Administrative Agent for, all of the Administrative Agent's reasonable
out-of-pocket audit, legal, appraisal, valuation, filing, document duplication
and reproduction and investigation expenses and for all other reasonable costs
and expenses of every type and nature (including, without limitation, internal
costs of the Administrative Agent incurred on a per diem basis, the reasonable
fees, expenses and disbursements of the Administrative Agent's counsel, Weil,
Gotshal & Manges LLP, local legal counsel, auditors, accountants, appraisers,
printers, insurance and environmental advisors, and other consultants and
agents) incurred by the Administrative Agent in connection with any of the
following: (i) the Administrative Agent's audit and investigation of the
Borrower and its Subsidiaries in connection with the preparation, negotiation or
execution of any Loan Document or the Administrative Agent's periodic audits of
the Borrower or any of its Subsidiaries, as the case may be, (ii) the
preparation, negotiation, execution or interpretation of this Agreement
(including, without limitation, the satisfaction or attempted satisfaction of
any condition set forth in Article III (Conditions To Loans And Letters Of
Credit) any Loan Document or any proposal letter or commitment letter issued in
connection therewith, or the making of the Loans hereunder, (iii) the creation,
perfection or protection of the Liens under any Loan Document (including any
reasonable fees, disbursements and expenses for local counsel in various
jurisdictions), (iv) the ongoing administration of this Agreement and the Loans,
including consultation with attorneys in connection therewith and with respect
to the Administrative Agent's rights and responsibilities hereunder and under
the other Loan Documents, (v) the protection, collection or enforcement of any
Obligation or the enforcement of any Loan Document, (vi) the commencement,
defense or intervention in any court proceeding relating in any way to the
Obligations, any Loan Party, any of the Borrower's Subsidiaries, the Plan of
Reorganization, the Related Documents, this Agreement or any other Loan
Document, (vii) the response to, and preparation for, any subpoena or request
for document production with which the Administrative Agent is served or
deposition or other proceeding in which the Administrative Agent is called to
testify, in each case, relating in any way to the Obligations, any Loan Party,
any of the Borrower's Subsidiaries, the Plan of Reorganization, the Related
Documents, this Agreement or any other Loan Document or (viii) any amendment,
consent, waiver, assignment,

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restatement, or supplement to any Loan Document or the preparation, negotiation,
and execution of the same.

                  (b)      The Borrower further agrees to pay or reimburse each
Agent, Lender and Issuer upon demand for all out-of-pocket costs and expenses,
including, without limitation, reasonable attorneys' fees (including allocated
costs of internal counsel and costs of settlement), incurred by such Agent,
Lender or Issuer in connection with any of the following: (i) in enforcing any
Loan Document or Obligation or any security therefore or exercising or enforcing
any other right or remedy available by reason of an Event of Default, (ii) in
connection with any refinancing or restructuring of the credit arrangements
provided hereunder in the nature of a "work-out" or in any insolvency or
bankruptcy proceeding, (iii) in commencing, defending or intervening in any
litigation or in filing a petition, complaint, answer, motion or other pleadings
in any legal proceeding relating to the Obligations, any Loan Party, any of the
Borrower's Subsidiaries and related to or arising out of the transactions
contemplated hereby or by any other Loan Document or Related Document or (iv) in
taking any other action in or with respect to any suit or proceeding (bankruptcy
or otherwise) described in clause (i), (ii) or (iii) above.

                  SECTION 11.4      INDEMNITIES

                  (a)      The Borrower agrees to indemnify and hold harmless
each Agent, Arranger, Lender and Issuer and each of their respective Affiliates,
and each of the directors, officers, employees, agents, representative,
attorneys, consultants and advisors of or to any of the foregoing (including
those retained in connection with the satisfaction or attempted satisfaction of
any condition set forth in Article III (Conditions To Loans And Letters Of
Credit)) (each such Person being an "Indemnitee") from and against any and all
claims, damages, liabilities, obligations, losses, penalties, actions,
judgments, suits, costs, disbursements and expenses of any kind or nature
(including reasonable fees, disbursements and expenses of financial and legal
advisors to any such Indemnitee) that may be imposed on, incurred by or asserted
against any such Indemnitee in connection with or arising out of any
investigation, litigation or proceeding, whether or not any such Indemnitee is a
party thereto, whether direct, indirect, or consequential and whether based on
any federal, state or local law or other statutory regulation, securities or
commercial law or regulation, or under common law or in equity, or on contract,
tort or otherwise, in any manner relating to or arising out of this Agreement,
any other Loan Document, any Obligation, any Letter of Credit, any Disclosure
Document, any Related Document, or any act, event or transaction related or
attendant to any thereof, or the use or intended use of the proceeds of the
Loans or Letters of Credit or in connection with any investigation of any
potential matter covered hereby (collectively, the "Indemnified Matters");
provided, however, that the Borrower shall not have any obligation under this
Section 11.4 to an Indemnitee with respect to any Indemnified Matter caused by
or resulting from the gross negligence or willful misconduct of that Indemnitee,
as determined by a court of competent jurisdiction in a final non-appealable
judgment or order. Without limiting the foregoing, "Indemnified Matters" include
(i) all Environmental Liabilities and Costs arising from or connected with the
past, present or future operations of the Borrower or any of its Subsidiaries
involving any property subject to a Collateral Document, or damage to real or
personal property or natural resources or harm or injury alleged to have
resulted from any Release of Contaminants on, upon or into such property or any
contiguous real estate, (ii) any costs or liabilities incurred in connection
with any Remedial Action concerning any Borrower or any of its Subsidiaries,
(iii) any costs or liabilities incurred in connection with any Environmental
Lien and (iv) any costs or liabilities incurred in connection with any other
matter under any Environmental Law, including the Comprehensive

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Environmental Response, Compensation and Liability Act of 1980, (49 U.S.C.
Section 9601 et seq.) and applicable state property transfer laws, whether, with
respect to any such matter, such Indemnitee is a mortgagee pursuant to any
leasehold mortgage, a mortgagee in possession, the successor in interest to the
Borrower or any of its Subsidiaries, or the owner, lessee or operator of any
property of the Borrower or any of its Subsidiaries by virtue of foreclosure,
except, with respect to those matters referred to in clauses (i), (ii), (iii)
and (iv) above, to the extent (x) incurred following foreclosure by the
Administrative Agent, any Lender or any Issuer, or the Administrative Agent, any
Lender or any Issuer having become the successor in interest to the Borrower or
any of its Subsidiaries and (y) attributable solely to acts of the
Administrative Agent, such Lender or such Issuer or any agent on behalf of the
Administrative Agent, such Lender or such Issuer.

                  (b)      The Borrower shall indemnify the Administrative
Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the
Lenders and each Issuer harmless from and against, any and all claims for
brokerage commissions, fees and other compensation made against the
Administrative Agent, the Lenders and the Issuers for any broker, finder or
consultant with respect to any agreement, arrangement or understanding made by
or on behalf of any Loan Party or any of its Subsidiaries in connection with the
transactions contemplated by this Agreement.

                  (c)      The Borrower, at the request of any Indemnitee, shall
have the obligation to defend against such investigation, litigation or
proceeding or requested Remedial Action with legal counsel of the Borrower's
choice (which counsel shall be reasonably satisfactory to such Indemnitee), and
the Borrower, in any event, may participate in the defense thereof with legal
counsel of the Borrower's choice. In the event that such Indemnitee requests the
Borrower to defend against such investigation, litigation or proceeding or
requested Remedial Action, the Borrower shall promptly do so and, at such
Indemnitee's expense, such Indemnitee shall have the right to have legal counsel
of its choice participate in such defense. No action taken by legal counsel
chosen by such Indemnitee in defending against any such investigation,
litigation or proceeding or requested Remedial Action, shall vitiate or in any
way impair the Borrower's obligation and duty hereunder to indemnify and hold
harmless such Indemnitee.

                  (d)      The Borrower agrees that any indemnification or other
protection provided to any Indemnitee pursuant to this Agreement (including
pursuant to this Section 11.4) or any other Loan Document shall (i) survive
payment in full of the Obligations and (ii) inure to the benefit of any Person
that was at any time an Indemnitee under this Agreement or any other Loan
Document.

                  SECTION 11.5      LIMITATION OF LIABILITY

                  The Borrower agrees that no Indemnitee shall have any
liability (whether direct or indirect, in contract, tort or otherwise) to any
Loan Party or any of their respective Subsidiaries or any of their respective
equity holders or creditors for or in connection with the transactions
contemplated hereby and in the other Loan Documents and Related Documents,
except to the extent any direct damages (as opposed to special, indirect,
consequential or punitive damages (including, without limitation, any loss of
profits, business or anticipated savings)) are determined in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnitee's gross negligence or willful misconduct. Each of Holdings
and the Borrower hereby waives, releases and agrees (each for itself and on
behalf of its Subsidiaries) not to sue

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upon any such claim for any special, indirect, consequential or punitive
damages, whether or not accrued and whether or not known or suspected to exist
in its favor.

                  SECTION 11.6      RIGHT OF SET-OFF

                  Upon the occurrence and during the continuance of any Event of
Default each Lender and each Affiliate of a Lender is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such
Lender or its Affiliates to or for the credit or the account of the Borrower or
any of its Affiliates against any and all of the Obligations now or hereafter
existing whether or not such Lender shall have made any demand under this
Agreement or any other Loan Document and even though such Obligations may be
unmatured. Each Lender agrees promptly to notify the Borrower after any such
set-off and application made by such Lender or its Affiliates; provided,
however, that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of each Lender under this Section 11.6
are in addition to the other rights and remedies (including other rights of
set-off) that such Lender may have.

                  SECTION 11.7      SHARING OF PAYMENTS, ETC.

                  (a)      If any Lender obtains any payment (whether voluntary,
involuntary, through the exercise of any right of set-off or otherwise) of the
Loans owing to it, any interest thereon, fees in respect thereof or amounts due
pursuant to Section 11.3 (Costs and Expenses) or 11.4 (Indemnities) (other than
payments pursuant to Section 2.15 (Special Provisions Governing Eurocurrency
Rate Loans), 2.16 (Capital Adequacy) or 2.17 (Taxes)) in excess of its Ratable
Portion of all payments of such Obligations obtained by all the Lenders, such
Lender (a "Purchasing Lender") shall forthwith purchase from the other Lenders
(each, a "Selling Lender") such participations in their Loans or other
Obligations as shall be necessary to cause such Purchasing Lender to share the
excess payment ratably with each of them.

                  (b)      If all or any portion of any payment received by a
Purchasing Lender is thereafter recovered from such Purchasing Lender, such
purchase from each Selling Lender shall be rescinded and such Selling Lender
shall repay to the Purchasing Lender the purchase price to the extent of such
recovery together with an amount equal to such Selling Lender's ratable share
(according to the proportion of (i) the amount of such Selling Lender's required
repayment in relation to (ii) the total amount so recovered from the Purchasing
Lender) of any interest or other amount paid or payable by the Purchasing Lender
in respect of the total amount so recovered.

                  (c)      The Borrower agrees that any Purchasing Lender so
purchasing a participation from a Selling Lender pursuant to this Section 11.7
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.

                  SECTION 11.8      NOTICES, ETC.

                  All notices, demands, requests and other communications
provided for in this Agreement shall be given in writing, or by any
telecommunication device capable of creating a written record (including
electronic mail), and addressed to the party to be notified as follows:

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                  (a)      if to the Borrower:

                           HAYES-LEMMERZ INTERNATIONAL, INC.
                           15300 Centennial Drive
                           Northville, Michigan 48167
                           Attention: General Counsel
                           Telecopy no: 734-737-2069
                           E-Mail Address: pcauley@hayes-lemmerz.com

                  (b)      if to any Lender, at its Domestic Lending Office
specified opposite its name on Schedule II (Applicable Lending Offices and
Addresses for Notices) or on the signature page of any applicable Assignment and
Acceptance;

                  (c)      if to any Issuer, at the address set forth under its
name on Schedule II (Applicable Lending Offices and Addresses for Notices); and

                  (d)      if to the Administrative Agent or the Swing Loan
Lender:

                           CITICORP NORTH AMERICA, INC.
                           388 Greenwich Street, 19th Floor
                           New York, New York 10013
                           Attention: Shapleigh Smith
                           Telecopy no: (212) 816-2613
                           E-Mail Address: shapleigh.smith@citigroup.com

                           with a copy to:

                           WEIL, GOTSHAL & MANGES LLP
                           767 Fifth Avenue,
                           New York, New York 10153-0119
                           Attention: Elaine Stangland, Esq.
                           Telecopy no: (212) 310-8007
                           E-Mail Address: elaine.stangland@weil.com

or at such other address as shall be notified in writing (x) in the case of the
Borrower, the Administrative Agent and the Swing Loan Lender, to the other
parties and (y) in the case of all other parties, to the Borrower and the
Administrative Agent. All such notices and communications shall be effective
upon (1) personal delivery (if delivered by hand, including any overnight
courier service), (2) when deposited in the mails (if sent by mail), (3) if
delivered by posting to an Approved Electronic Platform, an internet website or
a similar telecommunication device requiring a user prior access to such
Approved Electronic Platform, website or other device, when such notice, demand,
request, consent and other communication shall have been made generally
available on such Approved Electronic Platform, Internet website or similar
device to the class of Person being notified (regardless of whether any such
Person must accomplish, and whether or not any such Person shall have
accomplished, any action prior to obtaining access to such items, including
registration, disclosure of contact information, compliance with a standard user
agreement or undertaking a duty of confidentiality) and (4) if delivered by
electronic mail or any other telecommunications device, when transmitted to an
electronic mail address (or by another means of electronic delivery) as provided
above; provided, however, that notices and communications to the Administrative
Agent pursuant to Article II (The

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Facilities) or Article X (The Agents) shall not be effective until received by
the Administrative Agent.

                  (e)      Use of Electronic Platform. Notwithstanding clause
(d) above (unless the Administrative Agent requests that the provisions of
clause (d) above be followed) and any other provision in this Agreement or any
other Loan Document providing for the delivery of, any Approved Electronic
Communication by any other means, the Loan Parties shall deliver all Approved
Electronic Communications to the Administrative Agent by transmitting such
Approved Electronic Communications electronically (in a format acceptable to the
Administrative Agent) to oploanswebadmin@citigroup.com or such other electronic
mail address (or similar means of electronic delivery) as the Administrative
Agent may notify the Borrower. Nothing in this clause (e) shall prejudice the
right of the Administrative Agent or any Lender or Issuer to deliver any
Approved Electronic Communication to any Loan Party in any manner prescribed in
this Agreement.

                  SECTION 11.9      NO WAIVER; REMEDIES

                  No failure on the part of any Lender, Issuer or the
Administrative Agent to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

                  SECTION 11.10     BINDING EFFECT

                  This Agreement shall become effective when it shall have been
executed by the Borrower and each Agent and when the Administrative Agent shall
have been notified by each Lender and Issuer that such Lender or Issuer has
executed it and thereafter shall be binding upon and inure to the benefit of the
Borrower, each Agent and each Lender and Issuer and, in each case, their
respective successors and assigns; provided, however, that the Borrower shall
not have the right to assign its rights hereunder or any interest herein without
the prior written consent of the Lenders.

                  SECTION 11.11     GOVERNING LAW

                  This Agreement and the rights and obligations of the parties
hereto shall be governed by, and construed and interpreted in accordance with,
the law of the State of New York.

                  SECTION 11.12     SUBMISSION TO JURISDICTION; SERVICE OF
PROCESS

                  (a)      Any legal action or proceeding with respect to this
Agreement or any other Loan Document may be brought in the courts of the State
of New York or of the United States of America for the Southern District of New
York, and, by execution and delivery of this Agreement, the Borrower hereby
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. The parties hereto
hereby irrevocably waive any objection, including any objection to the laying of
venue or based on the grounds of forum non conveniens, that any of them may now
or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.

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<PAGE>

                  (b)      The Borrower hereby irrevocably consents to the
service of any and all legal process, summons, notices and documents in any
action or proceeding arising out of or in connection with this Agreement or any
Loan Document by the mailing (by registered or certified mail, postage prepaid)
or delivering of a copy of such process to the Borrower at its address specified
in Section 11.8 (Notices, Etc.). The Borrower agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

                  (c)      Nothing contained in this Section 11.12 shall affect
the right of the Administrative Agent or any Lender to serve process in any
other manner permitted by law or commence legal proceedings or otherwise proceed
against the Borrower or any other Loan Party in any other jurisdiction.

                  (d)      If for the purposes of obtaining judgment in any
court it is necessary to convert a sum due hereunder in Dollars 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 Administrative Agent could
purchase Dollars with such other currency at the spot rate of exchange quoted by
the Administrative Agent at 12:00 p.m. (New York time) on the Business Day
preceding that on which final judgment is given, for the purchase of Dollars,
for delivery two Business Days thereafter.

                  SECTION 11.13     WAIVER OF JURY TRIAL

                  EACH OF THE AGENTS, THE LENDERS, THE ISSUERS AND THE BORROWER
IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

                  SECTION 11.14     MARSHALING; PAYMENTS SET ASIDE

                  None of the Administrative Agent, any Lender, any Issuer or
any other Secured Party shall be under any obligation to marshal any assets in
favor of the Borrower or any other party or against or in payment of any or all
of the Obligations. To the extent that the Borrower makes a payment or payments
to the Administrative Agent, the Lenders, the Issuers or any other Secured Party
or any such Person receives payment from the proceeds of the Collateral or
exercise their rights of setoff, and such payment or payments or the proceeds of
such enforcement or setoff or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid to
a trustee, receiver or any other party, then to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens,
right and remedies therefore, shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had
not occurred.

                  SECTION 11.15     SECTION TITLES

                  The section titles contained in this Agreement are and shall
be without substantive meaning or content of any kind whatsoever and are not a
part of the agreement between the parties hereto, except when used to reference
a section. Any reference to the number of a clause, sub-clause or subsection
hereof immediately followed by a reference in parenthesis to the title of the
Section containing such clause, sub-clause or subsection is a reference to such
clause, sub-clause or subsection and not to the entire Section; provided,
however, that, in case of direct conflict between the reference to the title and
the reference to the number of such Section,

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the reference to the title shall govern absent manifest error. If any reference
to the number of a Section (but not to any clause, sub-clause or subsection
thereof) is followed immediately by a reference in parenthesis to the title of a
Section, the title reference shall govern in case of direct conflict absent
manifest error.

                  SECTION 11.16     EXECUTION IN COUNTERPARTS

                  This Agreement may be executed in any number of counterparts
and by different parties in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Signature pages may be detached from
multiple separate counterparts and attached to a single counterpart so that all
signature pages are attached to the same document. Delivery of an executed
signature page of this Agreement by facsimile transmission shall be as effective
as delivery of a manually executed counterpart hereof. A set of the copies of
this Agreement signed by all parties shall be lodged with the Borrower and the
Administrative Agent.

                  SECTION 11.17     ENTIRE AGREEMENT

                  This Agreement, together with all of the other Loan Documents
and all certificates and documents delivered hereunder or thereunder, embodies
the entire agreement of the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof.

                  SECTION 11.18     CONFIDENTIALITY

                  Each Lender and the Administrative Agent agree to keep
information obtained by it pursuant hereto and the other Loan Documents
confidential in accordance with such Lender's or the Administrative Agent's, as
the case may be, customary practices and agrees that it shall only use such
information in connection with the transactions contemplated by this Agreement
and not disclose any such information other than (a) to such Lender's or the
Administrative Agent's, as the case may be, employees, representatives and
agents that are or are expected to be involved in the evaluation of such
information in connection with the transactions contemplated by this Agreement
and are advised of the confidential nature of such information, (b) to the
extent such information presently is or hereafter becomes available to such
Lender or the Administrative Agent, as the case may be, on a non-confidential
basis from a source other than the Borrower, (c) to the extent disclosure is
required by law, regulation or judicial order or requested or required by bank
regulators or auditors or (d) to current or prospective assignees, participants
and Special Purpose Vehicles grantees of any option described in Section 11.2(f)
(Assignments and Participations), in each case to the extent such assignees,
participants or grantees agree to be bound by the provisions of this Section
11.18. Notwithstanding any other provision in this Agreement, the Borrower,
Holdings and the Administrative Agent hereby agree that the Borrower, Holdings
and the Administrative Agent (and each of their respective employees,
representatives and agents and each of the officers, directors, employees,
accountants, attorneys and other advisors of any of them) may disclose to any
and all persons, without limitation of any kind, the U.S. tax treatment and U.S.
tax structure of the Facilities and the transactions contemplated hereby and all
materials of any kind (including opinions and other tax analyses) that are
provided to each of them relating to such U.S. tax treatment and U.S. tax
structure.

                            [SIGNATURE PAGES FOLLOW]

                                      121

<PAGE>

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

                                     HLI OPERATING COMPANY, INC.,
                                           as Borrower

                                     By: ___________________________________
                                         Name:
                                         Title:

                                     HAYES-LEMMERZ INTERNATIONAL, INC.,
                                          as Holdings

                                     By: ___________________________________
                                         Name:
                                         Title:

                                     CITICORP NORTH AMERICA, INC.,
                                          as Administrative Agent, Swing Loan
                                          Lender, Lender and Issuer

                                     By: ___________________________________
                                         Name:
                                         Title:

                                     LEHMAN BROTHERS COMMERCIAL PAPER, INC.
                                          as Syndication Agent and Lender

                                     By: ___________________________________
                                         Name:
                                         Title:

<PAGE>

                                     GENERAL ELECTRIC CAPITAL
                                     CORPORATION

                                     By: ___________________________________
                                         Name:
                                         Title:

                                     [NAME OF LENDER]

                                     By: ___________________________________
                                         Name:
                                         Title:

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                          <C>
ARTICLE I         DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS.....................................       2

         Section 1.1       Defined Terms...............................................................       2

         Section 1.2       Computation of Time Periods.................................................      34

         Section 1.3       Accounting Terms and Principles.............................................      34

         Section 1.4       Certain Terms...............................................................      34

ARTICLE II        THE FACILITIES.......................................................................      35

         Section 2.1       The Commitments.............................................................      35

         Section 2.2       Borrowing Procedures........................................................      35

         Section 2.3       Swing Loans.................................................................      37

         Section 2.4       Optional Currency Loans.....................................................      39

         Section 2.5       Letters of Credit...........................................................      40

         Section 2.6       Reduction and Termination of the Revolving Credit Commitments...............      44

         Section 2.7       Repayment of Loans..........................................................      45

         Section 2.8       Evidence of Debt............................................................      45

         Section 2.9       Optional Prepayments........................................................      46

         Section 2.10      Mandatory Prepayments.......................................................      47

         Section 2.11      Interest....................................................................      48

         Section 2.12      Conversion/Continuation Option..............................................      50

         Section 2.13      Fees........................................................................      50

         Section 2.14      Payments and Computations...................................................      51

         Section 2.15      Special Provisions Governing Eurocurrency Rate Loans........................      54

         Section 2.16      Capital Adequacy............................................................      57

         Section 2.17      Taxes.......................................................................      57

         Section 2.18      Substitution of Lenders.....................................................      60

         Section 2.19      Facility Increase...........................................................      61

ARTICLE III       CONDITIONS TO LOANS AND LETTERS OF CREDIT............................................      62

         Section 3.1       Conditions Precedent to Initial Loans and Letters of Credit.................      62

         Section 3.2       Conditions Precedent to Each Loan and Letter of Credit......................      66

         Section 3.3       Determinations of Initial Borrowing Conditions..............................      67

ARTICLE IV        REPRESENTATIONS AND WARRANTIES.......................................................      67

         Section 4.1       Corporate Existence; Compliance with Law....................................      67

         Section 4.2       Corporate Power; Authorization; Enforceable Obligations.....................      68
</TABLE>

                                        i
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<S>                                                                                                          <C>
         Section 4.3       Ownership; Subsidiaries.....................................................      69

         Section 4.4       Financial Statements........................................................      70

         Section 4.5       Material Adverse Change.....................................................      71

         Section 4.6       Solvency....................................................................      71

         Section 4.7       Litigation..................................................................      71

         Section 4.8       Taxes.......................................................................      72

         Section 4.9       Full Disclosure.............................................................      72

         Section 4.10      Margin Regulations..........................................................      72

         Section 4.11      No Burdensome Restrictions; No Defaults.....................................      73

         Section 4.12      Investment Company Act; Public Utility Holding Company Act..................      73

         Section 4.13      Use of Proceeds.............................................................      73

         Section 4.14      Insurance...................................................................      73

         Section 4.15      Labor Matters...............................................................      74

         Section 4.16      ERISA.......................................................................      74

         Section 4.17      Environmental Matters.......................................................      75

         Section 4.18      Intellectual Property.......................................................      75

         Section 4.19      Title; Real Property........................................................      76

         Section 4.20      Related Documents...........................................................      76

         Section 4.21      Plan of Reorganization......................................................      77

ARTICLE V         FINANCIAL COVENANTS..................................................................      77

         Section 5.1       Maximum Leverage Ratio......................................................      77

         Section 5.2       Minimum Interest Coverage Ratio.............................................      78

         Section 5.3       Minimum Fixed Charge Coverage Ratio.........................................      78

         Section 5.4       Capital Expenditures........................................................      78

ARTICLE VI        REPORTING COVENANTS..................................................................      79

         Section 6.1       Financial Statements........................................................      79

         Section 6.2       Default Notices.............................................................      81

         Section 6.3       Litigation..................................................................      81

         Section 6.4       Asset Sales.................................................................      81

         Section 6.5       Notices under Related Documents.............................................      82

         Section 6.6       SEC Filings; Press Releases.................................................      82

         Section 6.7       Labor Relations.............................................................      82
</TABLE>

                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<S>                                                                                                          <C>
         Section 6.8       Tax Returns.................................................................      82

         Section 6.9       Insurance...................................................................      82

         Section 6.10      ERISA Matters...............................................................      82

         Section 6.11      Environmental Matters.......................................................      83

         Section 6.12      Customer Contracts..........................................................      84

         Section 6.13      Other Information...........................................................      84

ARTICLE VII       AFFIRMATIVE COVENANTS................................................................      84

         Section 7.1       Preservation of Corporate Existence, Etc....................................      84

         Section 7.2       Compliance with Laws, Etc...................................................      84

         Section 7.3       Conduct of Business.........................................................      84

         Section 7.4       Payment of Taxes, Etc.......................................................      85

         Section 7.5       Maintenance of Insurance....................................................      85

         Section 7.6       Access......................................................................      85

         Section 7.7       Keeping of Books............................................................      85

         Section 7.8       Maintenance of Properties, Etc..............................................      86

         Section 7.9       Application of Proceeds.....................................................      86

         Section 7.10      Environmental...............................................................      86

         Section 7.11      Additional Collateral and Guaranties........................................      86

         Section 7.12      Exchange Rate Fluctuations..................................................      87

         Section 7.13      Post-Closing Covenants......................................................      87

         Section 7.14      Classification of Jurisdictions.............................................      87

ARTICLE VIII      NEGATIVE COVENANTS...................................................................      88

         Section 8.1       Indebtedness................................................................      88

         Section 8.2       Liens, Etc..................................................................      90

         Section 8.3       Investments.................................................................      91

         Section 8.4       Sale of Assets..............................................................      93

         Section 8.5       Restricted Payments.........................................................      94

         Section 8.6       Prepayment and Cancellation of Indebtedness.................................      94

         Section 8.7       Restriction on Fundamental Changes; Permitted Acquisitions..................      95

         Section 8.8       Change in Nature of Business................................................      95

         Section 8.9       Transactions with Affiliates................................................      96
</TABLE>

                                       iii
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<S>                                                                                                         <C>

         Section 8.10      Limitations on Restrictions on Subsidiary Distributions; No New
                           Negative Pledge.............................................................      96

         Section 8.11      Modification of Constituent Documents.......................................      96

         Section 8.12      Modification of Related Documents...........................................      97

         Section 8.13      Accounting Changes; Fiscal Year.............................................      97

         Section 8.14      Margin Regulations..........................................................      97

         Section 8.15      Sale/Leasebacks.............................................................      97

         Section 8.16      No Speculative Transactions.................................................      98

         Section 8.17      Compliance with ERISA.......................................................      98

ARTICLE IX        EVENTS OF DEFAULT....................................................................      98

         Section 9.1       Events of Default...........................................................      98

         Section 9.2       Remedies....................................................................     100

         Section 9.3       Actions in Respect of Letters of Credit.....................................     100

         Section 9.4       Rescission..................................................................     101

ARTICLE X         THE AGENT............................................................................     101

         Section 10.1      Authorization and Action....................................................     101

         Section 10.2      Administrative Agent's Reliance, Etc........................................     102

         Section 10.3      Posting of Approved Electronic Communications...............................     103

         Section 10.4      The Agent Individually......................................................     104

         Section 10.5      Lender Credit Decision......................................................     104

         Section 10.6      Indemnification.............................................................     104

         Section 10.7      Successor Administrative Agent..............................................     105

         Section 10.8      Concerning the Collateral and the Collateral Documents......................     105

         Section 10.9      Collateral Matters Relating to Related Obligations..........................     106

ARTICLE XI        MISCELLANEOUS........................................................................     107

         Section 11.1      Amendments, Waivers, Etc....................................................     107

         Section 11.2      Assignments and Participations..............................................     109

         Section 11.3      Costs and Expenses..........................................................     113

         Section 11.4      Indemnities.................................................................     114

         Section 11.5      Limitation of Liability.....................................................     115

         Section 11.6      Right of Set-off............................................................     115

         Section 11.7      Sharing of Payments, Etc....................................................     116
</TABLE>

                                       iv
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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<S>                                                                                                         <C>
         Section 11.8      Notices, Etc................................................................     116

         Section 11.9      No Waiver; Remedies.........................................................     118

         Section 11.10     Binding Effect..............................................................     118

         Section 11.11     Governing Law...............................................................     118

         Section 11.12     Submission to Jurisdiction; Service of Process..............................     118

         Section 11.13     Waiver of Jury Trial........................................................     119

         Section 11.14     Marshaling; Payments Set Aside..............................................     119

         Section 11.15     Section Titles..............................................................     119

         Section 11.16     Execution in Counterparts...................................................     119

         Section 11.17     Entire Agreement............................................................     120

         Section 11.18     Confidentiality.............................................................     120
</TABLE>

                                    SCHEDULES
<TABLE>
<S>                        <C>
Schedule I            -    Commitments
Schedule II           -    Applicable Lending Offices and Addresses for Notices
Schedule III          -    Mandatory Costs
Schedule IV           -    Specified Asset Sales
Schedule V            -    Dormant Subsidiaries
Schedule 3.1(a)(v)    -    Local Counsels
Schedule 3.1(j)       -    Intercompany Loan Parties
Schedule 4.2          -    Consents
Schedule 4.3          -    Ownership of Subsidiaries
Schedule 4.7          -    Litigation
Schedule 4.8          -    Taxes
Schedule 4.15         -    Labor Matters
Schedule 4.16(a)      -    List of Plans
Schedule 4.17         -    Environmental Matters
Schedule 7.13         -    Post-Closing Covenants
Schedule 8.1          -    Existing Indebtedness
Schedule 8.2          -    Existing Liens
Schedule 8.3(a)       -    Existing Investments
Schedule 8.3(f)       -    Conditions Precedent to Intercompany Loans
Schedule 8.10         -    Negative Pledges
</TABLE>

                                        v
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                    EXHIBITS

<TABLE>
<S>                        <C>
Exhibit A             -    Form of Assignment and Acceptance
Exhibit B-1           -    Form of Revolving Credit Note
Exhibit B-2           -    Form of Term Note
Exhibit C             -    Form of Notice of Borrowing
Exhibit D             -    Form of Swing Loan Request
Exhibit E             -    Form of Letter of Credit Request
Exhibit F             -    Form of Notice of Conversion or Continuation
Exhibit G             -    Form of Opinion of Counsel for the Loan Parties
Exhibit H             -    Form of Guaranty
Exhibit I             -    Form of Pledge and Security Agreement
Exhibit J             -    Form of Responsible Officer's Certificate
</TABLE>

                                       vi