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                                                                   Exhibit 10.17

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                              AMENDED AND RESTATED

                                CREDIT AGREEMENT

                                     among

                           WKI HOLDING COMPANY, INC.

                               The Several Lenders
                        from Time to Time Parties Hereto

                            THE CHASE MANHATTAN BANK,
                            as Administrative Agent

                                 CITIBANK, N.A.
                              as Syndication Agent

                                      and

                             BANKERS TRUST COMPANY,
                             as Documentation Agent

                           Dated as of April 12, 2001

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

                             CHASE SECURITIES INC.,
                                  as Arranger

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                                Table of Contents

                                                                            Page

SECTION 1.   Definitions ..................................................    1

SECTION 2.   Amount and Terms of Credit ...................................   28
   2.1    Commitments .....................................................   28
   2.2    Minimum Amount of Each Borrowing; Maximum Number
             of Borrowings ................................................   30
   2.3    Notice of Borrowing .............................................   30
   2.4    Disbursement of Funds ...........................................   31
   2.5    Repayment of Loans; Evidence of Debt ............................   31
   2.6    Conversions and Continuations ...................................   33
   2.7    Pro Rata Borrowings .............................................   34
   2.8    Interest ........................................................   34
   2.9    Interest Periods ................................................   34
   2.10   Increased Costs, Illegality, etc. ...............................   35
   2.11   Compensation ....................................................   37
   2.12   Change of Lending Office ........................................   37
   2.13   Notice of Certain Costs .........................................   37

SECTION 3.   Letters of Credit ............................................   38
   3.1    Letters of Credit ...............................................   38
   3.2    Letter of Credit Requests .......................................   38
   3.3    Letter of Credit Participations .................................   38
   3.4    Agreement to Repay Letter of Credit Drawings ....................   40
   3.5    Increased Costs .................................................   41
   3.6    Successor Letter of Credit Issuer ...............................   42

SECTION 4.   Fees; Commitments ............................................   42
   4.1    Fees ............................................................   42
   4.2    Voluntary Reduction of Revolving Credit Commitments .............   43
   4.3    Mandatory Termination of Commitments ............................   44

SECTION 5.   Payments .....................................................   44
   5.1    Voluntary Prepayments ...........................................   44
   5.2    Mandatory Prepayments ...........................................   45
   5.3    Method and Place of Payment .....................................   47
   5.4    Net Payments ....................................................   48
   5.5    Computations of Interest and Fees ...............................   50

SECTION 6.   Conditions Precedent to Amendment and Restatement ............   50
   6.1    Credit Documents ................................................   50
   6.2    Closing Certificate .............................................   50
   6.3    Corporate Proceedings of Each Credit Party ......................   51
   6.4    Corporate Documents .............................................   51
   6.5    No Material Adverse Change ......................................   51
   6.6    Fees ............................................................   51
   6.7    Borden Facility .................................................   51
   6.8    Solvency Certificate ............................................   51


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   6.9    Legal Opinions ..................................................   51
   6.10   No Default ......................................................   51
   6.11   Audited Financial Statements ....................................   51

SECTION 7.   Conditions Precedent to Credit Events ........................   51
   7.1    No Default; Representations and Warranties ......................   51
   7.2    Notice of Borrowing; Letter of Credit Request ...................   52
   7.3    Tranche B Revolving Credit Loans ................................   52

SECTION 8.   Representations, Warranties and Agreements ...................   52
   8.1    Corporate Status ................................................   52
   8.2    Corporate Power and Authority ...................................   52
   8.3    No Violation ....................................................   53
   8.4    Litigation ......................................................   53
   8.5    Margin Regulations ..............................................   53
   8.6    Governmental Approvals ..........................................   53
   8.7    Investment Company Act ..........................................   53
   8.8    True and Complete Disclosure ....................................   53
   8.9    Financial Condition; Financial Statements .......................   54
   8.10   Tax Returns and Payments ........................................   54
   8.11   Compliance with ERISA ...........................................   54
   8.12   Subsidiaries ....................................................   55
   8.13   Patents, etc. ...................................................   55
   8.14   Environmental Laws ..............................................   55
   8.15   Properties ......................................................   55
   8.16   No Default ......................................................   55

SECTION 9.   Affirmative Covenants ........................................   55
   9.1    Information Covenants ...........................................   55
   9.2    Books, Records and Inspections ..................................   58
   9.3    Maintenance of Insurance ........................................   58
   9.4    Payment of Taxes ................................................   59
   9.5    Consolidated Corporate Franchises ...............................   59
   9.6    Compliance with Statutes, Obligations, etc. .....................   59
   9.7    ERISA ...........................................................   59
   9.8    Good Repair .....................................................   60
   9.9    Transactions with Affiliates ....................................   60
   9.10   End of Fiscal Years; Fiscal Quarters ............................   60
   9.11   Post Closing Collateral Obligations .............................   60
   9.12   Additional Guarantors and Grantors ..............................   60
   9.13   Pledges of Additional Stock and Evidence
            of Indebtedness ...............................................   61
   9.14   Use of Proceeds .................................................   61
   9.15   Changes in Business .............................................   61
   9.16   Further Assurances ..............................................   61

SECTION 10.   Negative Covenants ..........................................   62
   10.1   Limitation on Indebtedness ......................................   62
   10.2   Limitation on Liens .............................................   63
   10.3   Limitation on Fundamental Changes ...............................   64
   10.4   Limitation on Sale of Assets ....................................   65


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   10.5   Limitation on Investments .......................................   66
   10.6   Limitation on Dividends .........................................   67
   10.7   Limitations on Debt Payments and Amendments .....................   68
   10.8   Limitations on Sale Leasebacks ..................................   68
   10.9   Consolidated Lease Expense ......................................   69
   10.10  Consolidated Total Debt to Consolidated EBITDA Ratio ............   69
   10.11  Consolidated EBITDA to Consolidated
            Interest Expense Ratio ........................................   69
   10.12  Capital Expenditures ............................................   69
   10.13  Minimum EBITDA ..................................................   70

SECTION 11.   Events of Default ...........................................   71
   11.1   Payments ........................................................   71
   11.2   Representations, etc. ...........................................   71
   11.3   Covenants .......................................................   71
   11.4   Default Under Other Agreements ..................................   71
   11.5   Bankruptcy, etc. ................................................   72
   11.6   ERISA ...........................................................   72
   11.7   Guarantee .......................................................   72
   11.8   Pledge Agreement ................................................   72
   11.9   Security Agreement ..............................................   73
   11.10  Mortgages .......................................................   73
   11.11  Borden Facility .................................................   73
   11.12  Intercreditor Agreement .........................................   73
   11.13  Judgment ........................................................   73
   11.14  Change of Control ...............................................   73

SECTION 12.   The Administrative Agent ....................................   74
   12.1   Appointment .....................................................   74
   12.2   Delegation of Duties ............................................   74
   12.3   Exculpatory Provisions ..........................................   74
   12.4   Reliance by Administrative Agent ................................   74
   12.5   Notice of Default ...............................................   75
   12.6   Non-Reliance on Administrative Agent and Other Lenders ..........   75
   12.7   Indemnification .................................................   75
   12.8   Administrative Agent in its Individual Capacity .................   76
   12.9   Successor Agent .................................................   76

SECTION 13.   Miscellaneous ...............................................   76
   13.1   Amendments and Waivers ..........................................   76
   13.2   Notices .........................................................   77
   13.3   No Waiver; Cumulative Remedies ..................................   78
   13.4   Survival of Representations and Warranties ......................   78
   13.5   Payment of Expenses and Taxes ...................................   78
   13.6   Successors and Assigns; Participations and
            Assignments ...................................................   79
   13.7   Replacements of Lenders Under Certain Circumstances .............   81
   13.8   Adjustments; Set-off ............................................   82
   13.9   Counterparts ....................................................   82
   13.10  Severability ....................................................   82
   13.11  Integration .....................................................   83
   13.12  GOVERNING LAW ...................................................   83


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   13.13  Submission to Jurisdiction; Waivers .............................   83
   13.14  Acknowledgments .................................................   83
   13.15  WAIVERS OF JURY TRIAL ...........................................   84
   13.16  Confidentiality .................................................   84
   13.17  Original Credit Agreement; Effectiveness
             of the Amendment and Restatement .............................   84
   13.18  Waiver ..........................................................   84


                                        v
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            CREDIT AGREEMENT dated as of April 9, 1998, as amended and restated
as of April 12, 2001, among WKI HOLDING COMPANY, INC. (formerly known as CCPC
Holding Company, Inc.), a Delaware corporation (the "Borrower"), the lending
institutions from time to time parties hereto (each a "Lender" and,
collectively, the "Lenders"), THE CHASE MANHATTAN BANK, as Administrative Agent
(such term and each other capitalized term used but not defined in this
introductory statement having the meaning provided in Section 1), CITIBANK,
N.A., as Syndication Agent, and BANKERS TRUST COMPANY, as Documentation Agent.

            The Borrower, certain Lenders, the Administrative Agent, the
Syndication Agent, the Documentation Agent and the Issuing Bank are parties to a
Credit Agreement dated as of April 9, 1998, as amended and restated as of
November 15, 1999 and in effect prior to the Restatement Date (the "Original
Credit Agreement").

            The Borrower has requested that the Original Credit Agreement be
amended and restated by this Agreement in order to (a) provide for certain
Lenders to make Tranche B Revolving Credit Loans in an amount at any time
outstanding not in excess of $25,000,000, the proceeds of which will be used for
working capital and general corporate purposes, (b) provide for the continuation
of the outstanding loans and commitments under the Original Credit Agreement and
(c) provide for the other changes described herein. Proceeds of Tranche A
Revolving Credit Loans and Swingline Loans have been and shall continue to be
used by the Borrower for general corporate purposes and Letters of Credit have
been and shall continue to be used by the Borrower for general corporate
purposes.

            The parties hereto hereby agree as follows:

            SECTION 1. Definitions. As used herein, the following terms shall
have the meanings specified in this Section 1 unless the context otherwise
requires (it being understood that defined terms in this Agreement shall include
in the singular number the plural and in the plural the singular):

            "ABR" shall mean, for any day, a rate per annum (rounded upwards, if
      necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime
      Rate in effect on such day, (b) the Base CD Rate in effect on such day
      plus 1% and (c) the Federal Funds Effective Rate in effect on such day
      plus 1/2 of 1%. Any change in the ABR due to a change in the Prime Rate,
      the Three-Month Secondary CD Rate or the Federal Funds Effective Rate
      shall be effective as of the opening of business on the effective day of
      such change in the Prime Rate, the Three-Month Secondary CD Rate or the
      Federal Funds Effective Rate, respectively.

            "ABR Loan" shall mean each Loan bearing interest at the rate
      provided in Section 2.8(a) and, in any event, shall include all Swingline
      Loans.

            "ABR Revolving Credit Loan" shall mean any Revolving Credit Loan
      bearing interest at a rate determined by reference to the ABR.

            "Acquired EBITDA" shall mean, with respect to any Acquired Entity or
      Business, any Converted Restricted Subsidiary, any Sold Entity or Business
      or any Converted Unrestricted Subsidiary (any of the foregoing, a "Pro
      Forma Entity") for any period, the sum of the amounts for such period of
      (a) income from continuing operations before income taxes and
      extraordinary items, (b) interest expense, (c) depreciation expense and
      (d) amortization expense, including amortization of deferred financing
      fees, less the sum of the amounts for such period of (e) non-recurring
      gains, (f) non-cash gains, (g) gains on

<PAGE>

      asset sales and (h) interest income, all as determined on a consolidated
      basis for such Pro Forma Entity in accordance with GAAP.

            "Acquired Entity or Business" shall have the meaning provided in the
      definition of the term "Consolidated EBITDA".

            "Acquisition Subsidiary" shall mean (a) any Subsidiary of the
      Borrower that is formed or acquired after the Original Closing Date in
      connection with Permitted Acquisitions, provided that at such time (or
      promptly thereafter) the Borrower designates such Subsidiary an
      Acquisition Subsidiary in a written notice to the Administrative Agent,
      (b) any Restricted Subsidiary on the Original Closing Date subsequently
      re-designated as an Acquisition Subsidiary by the Borrower in a written
      notice to the Administrative Agent, provided that such re-designation
      shall be deemed to be an investment on the date of such re-designation in
      an Acquisition Subsidiary in an amount equal to the sum of (i) the net
      worth of such re-designated Restricted Subsidiary immediately prior to
      such re-designation (such net worth to be calculated without regard to any
      Guarantee provided by such re-designated Restricted Subsidiary) and (ii)
      the aggregate principal amount of any Indebtedness owed by such
      re-designated Restricted Subsidiary to the Borrower or any other
      Restricted Subsidiary immediately prior to such re-designation (to the
      extent not repaid on the date of such re-designation), all calculated,
      except as set forth in the parenthetical to clause (i), on a consolidated
      basis in accordance with GAAP, and (c) each Subsidiary of an Acquisition
      Subsidiary; provided, however, that (i) at the time of any written
      re-designation by the Borrower to the Administrative Agent of any
      Acquisition Subsidiary as a Restricted Subsidiary, the Acquisition
      Subsidiary so re-designated shall no longer constitute an Acquisition
      Subsidiary, (ii) no Acquisition Subsidiary may be re-designated as a
      Restricted Subsidiary if a Default or Event of Default would result from
      such re-designation and (iii) no Restricted Subsidiary may be
      re-designated as an Acquisition Subsidiary if a Default or Event of
      Default would result from such re-designation. On or promptly after the
      date of its formation, acquisition or re-designation, as applicable, each
      Acquisition Subsidiary (other than an Acquisition Subsidiary that is a
      Foreign Subsidiary) shall have entered into a tax sharing agreement
      containing terms that, in the reasonable judgment of the Administrative
      Agent, provide for an appropriate allocation of tax liabilities and
      benefits.

            "Adjusted Total Revolving Credit Commitment" shall mean at any time
      the Total Revolving Credit Commitment less the aggregate Revolving Credit
      Commitments of all Defaulting Lenders.

            "Adjusted Total Term Loan Commitment" shall mean at any time the
      Total Term Loan Commitment less the Term Loan Commitments of all
      Defaulting Lenders.

            "Adjusted Total Tranche B Revolving Credit Commitment" shall mean at
      any time the Total Tranche B Revolving Credit Commitment less the
      aggregate Tranche B Revolving Credit Commitments of all Defaulting
      Lenders.

            "Administrative Agent" shall mean Chase, together with its
      affiliates, as the arranger of the Commitments and as the administrative
      agent for the Lenders under this Agreement and the other Credit Documents.

            "Administrative Agent's Office" shall mean the office of the
      Administrative Agent located at 270 Park Avenue, New York, New York 10017,
      or such other office in New


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      York City as the Administrative Agent may hereafter designate in writing
      as such to the other parties hereto.

            "Affiliate" shall mean, with respect to any Person, any other Person
      directly or indirectly controlling, controlled by, or under direct or
      indirect common control with such Person. A Person shall be deemed to
      control a corporation if such Person possesses, directly or indirectly,
      the power (a) to vote 10% or more of the securities having ordinary voting
      power for the election of directors of such corporation or (b) to direct
      or cause the direction of the management and policies of such corporation,
      whether through the ownership of voting securities, by contract or
      otherwise.

            "Agents" shall mean the Administrative Agent, the Documentation
      Agent and the Syndication Agent.

            "Aggregate Tranche A Revolving Credit Outstandings" shall have the
      meaning provided in Section 5.2(b).

            "Agreement" shall mean this Amended and Restated Credit Agreement,
      as the same may be amended, supplemented or otherwise modified from time
      to time.

            "Applicable ABR Margin" shall mean, with respect to (a) each ABR
      Loan that is a Tranche C Term Loan, 3.00%, (b) each ABR Loan that is a
      Tranche B Revolving Credit Loan, 3.50% and (c) any other ABR Loan at any
      date, the applicable percentage per annum set forth below based upon (i)
      whether such loan is a Tranche A Revolving Credit Loan, a Swingline Loan
      or a Tranche B Term Loan and (ii) the status in effect on such date:

--------------------------------------------------------------------------------
              Loan                   Status              Applicable ABR Margin
              ----                   ------              ---------------------
--------------------------------------------------------------------------------
Tranche A Revolving Credit      Level I Status                    2.00%
Loans and Swingline Loans
--------------------------------------------------------------------------------
                                Level II Status                   1.75%
--------------------------------------------------------------------------------
                                Level III Status                  1.50%
--------------------------------------------------------------------------------
                                Level IV Status                   1.25%
--------------------------------------------------------------------------------
                                Level V Status                    1.00%
--------------------------------------------------------------------------------
                                Level VI Status                   0.75%
--------------------------------------------------------------------------------
Tranche B Term Loans            Level I Status                    2.25%
--------------------------------------------------------------------------------
                                Level II Status                   2.00%
--------------------------------------------------------------------------------
                                Level III Status                  1.75%
--------------------------------------------------------------------------------
                                Level IV Status                   1.50%
--------------------------------------------------------------------------------
                                Level V Status                    1.25%
--------------------------------------------------------------------------------
                                Level VI Status                   1.00%
--------------------------------------------------------------------------------


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            "Applicable Eurodollar Margin" shall mean, with respect to (a) each
      Eurodollar Term Loan that is a Tranche C Term Loan, 4.00%, (b) each
      Eurodollar Revolving Credit Loan that is a Tranche B Revolving Credit
      Loan, 4.50% and (c) any other Eurodollar Loan at any date, the applicable
      percentage per annum set forth below based upon (i) whether such loan is a
      Tranche A Revolving Credit Loan, a Swingline Loan or a Tranche B Term Loan
      and (ii) the status in effect on such date:

--------------------------------------------------------------------------------
                                                         Applicable Eurodollar
              Loan                     Status                   Margin
              ----                     ------                   ------
--------------------------------------------------------------------------------
Tranche A Revolving Credit      Level I Status                   3.00%
Loans and Swingline Loans
--------------------------------------------------------------------------------
                                Level II Status                  2.75%
--------------------------------------------------------------------------------
                                Level III Status                 2.50%
--------------------------------------------------------------------------------
                                Level IV Status                  2.25%
--------------------------------------------------------------------------------
                                Level V Status                   2.00%
--------------------------------------------------------------------------------
                                Level VI Status                  1.75%
--------------------------------------------------------------------------------
Tranche B Term Loans            Level I Status                   3.25%
--------------------------------------------------------------------------------
                                Level II Status                  3.00%
--------------------------------------------------------------------------------
                                Level III Status                 2.75%
--------------------------------------------------------------------------------
                                Level IV Status                  2.50%
--------------------------------------------------------------------------------
                                Level V Status                   2.25%
--------------------------------------------------------------------------------
                                Level VI Status                  2.00%
--------------------------------------------------------------------------------

            "Approved Fund" shall mean, with respect to any Lender that is a
      fund that invests in bank loans in the ordinary course of its business,
      any other fund or trust or entity (a) that invests in bank loans in the
      ordinary course of its business and (b) with respect to which the same
      investment advisor as that of such Lender (or an Affiliate of such
      investment advisor) acts as the sole investment advisor or manager.

            "Asset Sale Prepayment Event" shall mean any sale, transfer or other
      disposition of any business units, assets or other properties of the
      Borrower or any of the Restricted Subsidiaries not in the ordinary course
      of business. Notwithstanding the foregoing, the term "Asset Sale
      Prepayment Event" shall not include any transaction permitted by Section
      10.3, 10.4 (other than Section 10.4(b)) or 10.5.

            "Authorized Officer" shall mean the Chairman of the Board, the
      President, the Chief Financial Officer, the Treasurer or any other senior
      officer of the Borrower designated as such in writing to the
      Administrative Agent by the Borrower.

            "Available Amount" shall mean, on any date (the "Reference Date"),
      an amount equal to (a) the sum of (i) for the purposes of Sections 10.5(k)
      and 10.5(m), $5,000,000


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<PAGE>

      and (ii) an amount equal to the Net Cash Proceeds received by the Borrower
      subsequent to the Restatement Date and on or prior to the Reference Date
      from any issuance of equity securities by the Borrower, minus (b) the sum
      of (i) the aggregate amount of any investments (including loans) made by
      the Borrower or any Restricted Subsidiary (other than any Acquisition
      Subsidiary) pursuant to Section 10.5(m) on or prior to the Reference Date,
      (ii) the aggregate amount of any investments made by the Borrower or any
      Restricted Subsidiary to acquire the Remaining Equity pursuant to Section
      10.5(k) on or prior to the Reference Date and (iii) the aggregate price
      paid by the Borrower in connection with any prepayment, repurchase or
      redemption of Subordinated Notes, pursuant to Section 10.7(a) on or prior
      to the Reference Date.

            "Available Commitment" shall mean an amount equal to the excess, if
      any, of (a) the sum of (i) the amount of the Total Revolving Credit
      Commitment and (ii) the amount of the Total Term Loan Commitment over (b)
      the sum of (i) the aggregate principal amount of all Revolving Credit
      Loans (but not Swingline Loans) then outstanding and (ii) the aggregate
      Letter of Credit Outstanding at such time.

            "Available Foreign Investment Amount" shall mean, on any date (the
      "Investment Date"), an amount equal to (a) $5,000,000 minus (b) the
      aggregate amount of any investments (including loans) made by the Borrower
      or any Restricted Subsidiary (other than any Restricted Foreign
      Subsidiary) in or to Restricted Foreign Subsidiaries pursuant to Section
      10.5(j) on or prior to the Investment Date.

            "Bankruptcy Code" shall have the meaning provided in Section 11.5.

            "Base CD Rate" shall mean the sum of (a) the product of (i) the
      Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which
      is one and the denominator of which is one minus the C/D Reserve
      Percentage and (b) the C/D Assessment Rate.

            "Board" shall mean the Board of Governors of the Federal Reserve
      System of the United States (or any successor).

            "Borden" shall mean Borden, Inc., a New Jersey corporation.

            "Borden Facility" shall mean the Credit Agreement dated as of August
      25, 2000 among WKI Holding Company, Inc. and the lenders thereunder, as
      the same may be amended, supplemented or otherwise modified from time to
      time.

            "Borrower" shall have the meaning provided in the preamble to this
      Agreement.

            "Borrower Common Stock" shall mean any class of outstanding common
      stock of the Borrower after the Recapitalization.

            "Borrowing" shall mean and include (a) the incurrence of Swingline
      Loans from Chase on a given date, (b) the incurrence of one Type of Term
      Loan resulting from conversions on a given date after the Restatement Date
      having, in the case of Eurodollar Term Loans, the same Interest Period
      (provided that ABR Loans incurred pursuant to Section 2.10(b) shall be
      considered part of any related Borrowing of Eurodollar Term Loans) and (c)
      the incurrence of one Type of Revolving Credit Loan on a given date (or
      resulting from conversions on a given date) having, in the case of
      Eurodollar Revolving Credit Loans, the same Interest Period (provided that
      ABR Loans incurred pursuant to


                                       5
<PAGE>

      Section 2.10(b) shall be considered part of any related Borrowing of
      Eurodollar Revolving Credit Loans).

            "Business Day" shall mean (a) for all purposes other than as covered
      by clause (b) below, any day excluding Saturday, Sunday and any day that
      shall be in The City of New York a legal holiday or a day on which banking
      institutions are authorized by law or other governmental actions to close
      and (b) with respect to all notices and determinations in connection with,
      and payments of principal and interest on, Eurodollar Loans, any day that
      is a Business Day described in clause (a) and which is also a day for
      trading by and between banks in Dollar deposits in the relevant interbank
      Eurodollar market.

            "Capital Expenditures" shall mean, for any period, the aggregate of
      all expenditures (whether paid in cash or accrued as liabilities and
      including in all events all amounts expended or capitalized under Capital
      Leases, but excluding any amount representing capitalized interest) by the
      Borrower and the Restricted Subsidiaries during such period that, in
      conformity with GAAP, are or are required to be included as additions
      during such period to property, plant or equipment reflected in the
      consolidated balance sheet of the Borrower and its Subsidiaries, provided
      that the term "Capital Expenditures" shall not include (a) expenditures
      made in connection with the replacement, substitution or restoration of
      assets (i) to the extent financed from insurance proceeds paid on account
      of the loss of or damage to the assets being replaced or restored or (ii)
      with awards of compensation arising from the taking by eminent domain or
      condemnation of the assets being replaced, (b) the purchase price of
      equipment that is purchased simultaneously with the trade-in of existing
      equipment to the extent that the gross amount of such purchase price is
      reduced by the credit granted by the seller of such equipment for the
      equipment being traded in at such time, (c) the purchase of plant,
      property or equipment made within one year of the sale of any asset to the
      extent purchased with the proceeds of such sale or (d) expenditures that
      constitute any part of Consolidated Lease Expense.

            "Capital Lease", as applied to any Person, shall mean any lease of
      any property (whether real, personal or mixed) by that Person as lessee
      that, in conformity with GAAP, is, or is required to be, accounted for as
      a capital lease on the balance sheet of that Person.

            "Capitalized Lease Obligations" shall mean, as applied to any
      Person, all obligations under Capital Leases of such Person or any of its
      Subsidiaries, in each case taken at the amount thereof accounted for as
      liabilities in accordance with GAAP.

            "CCPC" shall mean CCPC Acquisition Corp., a Delaware corporation.

            "C/D Assessment Rate" shall mean for any day as applied to any ABR
      Loan, the annual assessment rate in effect on such day that is payable by
      a member of the Bank Insurance Fund maintained by the Federal Deposit
      Insurance Corporation or any successor thereto (the "FDIC") classified as
      well-capitalized and within supervisory subgroup "B" (or a comparable
      successor assessment risk classification) within the meaning of 12 C.F.R.
      ss. 327.4(a) (or any successor provision) to the FDIC for the FDIC's
      insuring time deposits at offices of such institution in the United
      States.

            "C/D Reserve Percentage" shall mean for any day as applied to any
      ABR Loan, the percentage (expressed as a decimal) that is in effect on
      such day, as prescribed by the Board, for determining the reserve
      requirement for a Depositary Institution (as defined in


                                       6
<PAGE>

      Regulation D of the Board) in respect of new non-personal time deposits in
      Dollars having a maturity that is 30 days or more.

            "Change of Control" shall mean and be deemed to have occurred if (a)
      (i) KKR, its Affiliates and the Management Group shall at any time not
      own, in the aggregate, directly or indirectly, beneficially and of record,
      at least 35% of the outstanding Voting Stock of the Borrower (other than
      as the result of one or more widely distributed offerings of Borrower
      Common Stock, in each case whether by the Borrower or by KKR, its
      Affiliates or the Management Group) and/or (ii) any person, entity or
      "group" (within the meaning of Section 13(d) or 14(d) of the Securities
      Exchange Act of 1934, as amended) shall at any time have acquired direct
      or indirect beneficial ownership of a percentage of the outstanding Voting
      Stock of the Borrower that exceeds the percentage of such Voting Stock
      then beneficially owned, in the aggregate, by KKR, its Affiliates and the
      Management Group, unless, in the case of either clause (i) or (ii) above,
      KKR, its Affiliates and the Management Group have, at such time, the right
      or the ability by voting power, contract or otherwise to elect or
      designate for election a majority of the Board of Directors of the
      Borrower; and/or (b) at any time Continuing Directors shall not constitute
      a majority of the Board of Directors of the Borrower.

            "Chase" shall mean The Chase Manhattan Bank, a New York banking
      corporation, and any successor thereto by merger, consolidation or
      otherwise.

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
      time to time, and the regulations promulgated and rulings issued
      thereunder. Section references to the Code are to the Code, as in effect
      at the date of this Agreement, and any subsequent provisions of the Code,
      amendatory thereof, supplemental thereto or substituted therefor.

            "Collateral" shall have the meaning provided in the Pledge
      Agreement, the Security Agreement or any Mortgage, as applicable.

            "Commitment Fee Rate" shall mean, with respect to the Available
      Commitment on any day, 0.5% per annum.

            "Commitments" shall mean, with respect to each Lender, such Lender's
      Term Loan Commitment, Tranche A Revolving Credit Commitment and Tranche B
      Revolving Credit Commitment.

            "Confidential Information" shall have the meaning provided in
      Section 13.16.

            "Confidential Information Memorandum" shall mean the Confidential
      Information Memorandum of the Borrower dated April 2001 delivered to the
      Lenders in connection with this Agreement.

            "Consolidated Earnings" shall mean, for any period, "income (loss)
      before taxes on income" of the Borrower and the Restricted Subsidiaries,
      for such period, determined in a manner consistent with the manner in
      which such amount was determined in accordance with the audited financial
      statements referred to in Section 9.1(a).

            "Consolidated EBITDA" shall mean, for any period, the sum, without
      duplication, of the amounts for such period of (a) Consolidated Earnings,
      (b) Consolidated Interest Expense, (c) depreciation expense, (d)
      amortization expense, including amortization of deferred financing fees,
      (e) any expenses or charges incurred in connection with any


                                       7
<PAGE>

      issuance of debt or equity securities, (f) fees and expenses related to
      the amendment and restatement of the Original Credit Agreement in an
      amount not to exceed $7,000,000, (g) Restructuring Costs, and (h) any
      deduction for minority interest expense, less the sum of the amounts for
      such period of (i) non-recurring gains, (j) non-cash gains and (k) gains
      on asset sales (other than sales of equipment in the ordinary course of
      business), all as determined on a consolidated basis for the Borrower and
      the Restricted Subsidiaries in accordance with GAAP, provided that (i)
      except as provided in clause (ii) below, there shall be excluded from
      Consolidated Earnings for any period the income from continuing operations
      before income taxes and extraordinary items of all Unrestricted
      Subsidiaries for such period to the extent otherwise included in
      Consolidated Earnings, except to the extent actually received in cash by
      the Borrower or its Restricted Subsidiaries during such period through
      dividends or other distributions, and (ii)(x) there shall be included in
      determining Consolidated EBITDA for any period the Acquired EBITDA of any
      Person, property, business or asset (other than an Unrestricted
      Subsidiary) acquired to the extent not subsequently sold, transferred or
      otherwise disposed of (but not including the Acquired EBITDA of any
      related Person, property, business or assets to the extent not so
      acquired) by the Borrower or any Restricted Subsidiary during such period
      (each such Person, property, business or asset acquired and not
      subsequently so disposed of, an "Acquired Entity or Business"), and the
      Acquired EBITDA of any Unrestricted Subsidiary that is converted into a
      Restricted Subsidiary during such period (each, a "Converted Restricted
      Subsidiary"), in each case based on the actual Acquired EBITDA of such
      Acquired Entity or Business or Converted Restricted Subsidiary for such
      period (including the portion thereof occurring prior to such acquisition
      or conversion) and (y) for purposes of determining the Consolidated Total
      Debt to Consolidated EBITDA Ratio only, there shall be excluded in
      determining Consolidated EBITDA for any period the Acquired EBITDA of any
      Person, property, business or asset (other than an Unrestricted
      Subsidiary) sold, transferred or otherwise disposed of by the Borrower or
      any Restricted Subsidiary during such period (each such Person, property,
      business or asset so sold or disposed of, a "Sold Entity or Business"),
      and the Acquired EBITDA of any Restricted Subsidiary that is converted
      into an Unrestricted Subsidiary during such period (each, a "Converted
      Unrestricted Subsidiary"), in each case based on the actual Acquired
      EBITDA of such Sold Entity or Business or Converted Unrestricted
      Subsidiary for such period (including the portion thereof occurring prior
      to such sale, transfer, disposition or conversion).

            "Consolidated EBITDA to Consolidated Interest Expense Ratio" shall
      mean, as of any date of determination, the ratio of (a) Consolidated
      EBITDA for the relevant Test Period to (b) Consolidated Interest Expense
      for such Test Period.

            "Consolidated Interest Expense" shall mean, for any period, cash
      interest expense (including that attributable to Capital Leases in
      accordance with GAAP), net of cash interest income, of the Borrower and
      the Restricted Subsidiaries on a consolidated basis with respect to all
      outstanding Indebtedness of the Borrower and the Restricted Subsidiaries,
      including, without limitation, all commissions, discounts and other fees
      and charges owed with respect to letters of credit and bankers' acceptance
      financing and net costs under Hedge Agreements (other than currency swap
      agreements, currency future or option contracts and other similar
      agreements), but excluding, however, amortization of deferred financing
      costs and any other amounts of non-cash interest, all as calculated on a
      consolidated basis in accordance with GAAP, provided that (a) except as
      provided in clause (b) below, there shall be excluded from Consolidated
      Interest Expense for any period the cash interest expense (or income) of
      all Unrestricted Subsidiaries for such period to the extent otherwise
      included in Consolidated Interest Expense and (b) for


                                       8
<PAGE>

      purposes of Sections 10.3, 10.10 and 10.11, there shall be included in
      determining Consolidated Interest Expense for any period the cash interest
      expense (or income) of any Acquired Entity or Business acquired during
      such period and of any Converted Restricted Subsidiary converted during
      such period, in each case based on the cash interest expense (or income)
      of such Acquired Entity or Business or Converted Restricted Subsidiary for
      such period (including the portion thereof occurring prior to such
      acquisition or conversion) assuming any Indebtedness incurred or repaid in
      connection with any such acquisition or conversion had been incurred or
      prepaid on the first day of such period;

            "Consolidated Lease Expense" shall mean, for any period, all rental
      expenses of the Borrower and the Restricted Subsidiaries during such
      period under operating leases for real or personal property (including in
      connection with Permitted Sale Leasebacks), excluding real estate taxes,
      insurance costs and common area maintenance charges and net of sublease
      income, other than (a) obligations under vehicle leases entered into in
      the ordinary course of business and (b) Capitalized Lease Obligations, all
      as determined on a consolidated basis in accordance with GAAP, provided
      that there shall be excluded from Consolidated Lease Expense for any
      period the rental expenses of all Unrestricted Subsidiaries for such
      period to the extent otherwise included in Consolidated Lease Expense.

            "Consolidated Net Income" shall mean, for any period, the
      consolidated net income (or loss) of the Borrower and the Restricted
      Subsidiaries, determined on a consolidated basis in accordance with GAAP.

            "Consolidated Total Debt" shall mean, as of any date of
      determination, the sum of (a) all Indebtedness of the Borrower and the
      Restricted Subsidiaries for borrowed money outstanding on such date and
      (b) all Capitalized Lease Obligations of the Borrower and the Restricted
      Subsidiaries outstanding on such date, all calculated on a consolidated
      basis in accordance with GAAP.

            "Consolidated Total Debt to Consolidated EBITDA Ratio" shall mean,
      as of any date of determination, the ratio of (a) Consolidated Total Debt
      as of the last day of the relevant Test Period to (b) Consolidated EBITDA
      for such Test Period.

            "Consolidated Working Capital" shall mean, at any date, the excess
      of (a) the sum of all amounts (other than cash, cash equivalents and bank
      overdrafts) that would, in conformity with GAAP, be set forth opposite the
      caption "total current assets" (or any like caption) on a consolidated
      balance sheet of the Borrower and the Restricted Subsidiaries at such date
      over (b) the sum of all amounts that would, in conformity with GAAP, be
      set forth opposite the caption "total current liabilities" (or any like
      caption) on a consolidated balance sheet of the Borrower and the
      Restricted Subsidiaries on such date, but excluding (i) the current
      portion of any Funded Debt, (ii) without duplication of clause (i) above,
      all Indebtedness consisting of Loans and Letter of Credit Exposure to the
      extent otherwise included therein and (iii) the current portion of
      deferred income taxes.

            "Continuing Director" shall mean, at any date, an individual (a) who
      is a member of the Board of Directors of the Borrower on the date hereof,
      (b) who, as at such date, has been a member of such Board of Directors for
      at least the 12 preceding months, (c) who has been nominated to be a
      member of such Board of Directors, directly or indirectly, by KKR or one
      of its Affiliates or Persons nominated by KKR or one of its Affiliates or
      (d) who has been nominated to be a member of such Board of Directors by a
      majority of the other Continuing Directors then in office.


                                       9
<PAGE>

            "Converted Restricted Subsidiary" shall have the meaning provided in
      the definition of the term "Consolidated EBITDA".

            "Converted Unrestricted Subsidiary" shall have the meaning provided
      in the definition of the term "Consolidated EBITDA".

            "Credit Documents" shall mean this Agreement, the Reaffirmation
      Agreement, the Guarantee, the Pledge Agreement, the Security Agreement,
      the Mortgages and any promissory notes issued by the Borrower hereunder.

            "Credit Event" shall mean and include the making (but not the
      conversion or continuation) of a Loan and the issuance of a Letter of
      Credit.

            "Credit Party" shall mean each of the Borrower and the Guarantors.

            "Debt Incurrence Prepayment Event" shall mean any issuance or
      incurrence by the Borrower or any of the Restricted Subsidiaries of any
      Indebtedness (excluding any Indebtedness permitted to be issued or
      incurred under Section 10.1).

            "Default" shall mean any event, act or condition that with notice or
      lapse of time, or both, would constitute an Event of Default.

            "Defaulting Lender" shall mean any Lender with respect to which a
      Lender Default is in effect.

            "Dividends" shall have the meaning provided in Section 10.6.

            "Documentation Agent" shall mean Bankers Trust Company, together
      with its affiliates, as the documentation agent for the Lenders under this
      Agreement and the other Credit Documents.

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

            "Domestic Subsidiary" shall mean each Subsidiary of the Borrower
      that is organized under the laws of the United States, any state or
      territory thereof, or the District of Columbia.

            "Drawing" shall have the meaning provided in Section 3.4(b).

            "Environmental Claims" shall mean any and all administrative,
      regulatory or judicial actions, suits, demands, demand letters, claims,
      liens, notices of noncompliance or violation, investigations (other than
      internal reports prepared by the Borrower or any of its Subsidiaries (a)
      in the ordinary course of such Person's business or (b) as required in
      connection with a financing transaction or an acquisition or disposition
      of real estate) or proceedings relating in any way to any Environmental
      Law or any permit issued, or any approval given, under any such
      Environmental Law (hereinafter, "Claims"), including, without limitation,
      (i) any and all Claims by governmental or regulatory authorities for
      enforcement, cleanup, removal, response, remedial or other actions or
      damages pursuant to any applicable Environmental Law and (ii) any and all
      Claims by any third party seeking damages, contribution, indemnification,
      cost recovery, compensation or


                                       10
<PAGE>

      injunctive relief resulting from Hazardous Materials or arising from
      alleged injury or threat of injury to health, safety or the environment.

            "Environmental Law" shall mean any applicable Federal, state,
      foreign or local statute, law, rule, regulation, ordinance, code and rule
      of common law now or hereafter in effect and in each case as amended, and
      any binding judicial or administrative interpretation thereof, including
      any binding judicial or administrative order, consent decree or judgment,
      relating to the environment, human health or safety or Hazardous
      Materials.

            "ERISA" shall mean the Employee Retirement Income Security Act of
      1974, as amended from time to time. Section references to ERISA are to
      ERISA as in effect at the date of this Agreement and any subsequent
      provisions of ERISA amendatory thereof, supplemental thereto or
      substituted therefor.

            "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
      of ERISA) that together with the Borrower or a Subsidiary would be deemed
      to be a "single employer" within the meaning of Section 414(b) or (c) of
      the Code or, solely for purposes of Section 302 of ERISA and Section 412
      of the Code, is treated as a single employer under Section 414 of the
      Code.

            "Eurodollar Loan" shall mean any Eurodollar Term Loan or Eurodollar
      Revolving Credit Loan.

            "Eurodollar Rate" shall mean, in the case of any Eurodollar Term
      Loan or Eurodollar Revolving Credit Loan, with respect to each day during
      each Interest Period pertaining to such Eurodollar Loan, the rate of
      interest determined on the basis of the rate for deposits in Dollars for a
      period equal to such Interest Period commencing on the first day of such
      Interest Period appearing on Page 3750 of the Telerate screen as of 11:00
      A.M., London time, two Business Days prior to the beginning of such
      Interest Period. In the event that such rate does not appear on Page 3750
      of the Telerate Service (or otherwise on such service), the "Eurodollar
      Rate" for the purposes of this paragraph shall be determined by reference
      to such other publicly available service for displaying eurodollar rates
      as may be agreed upon by the Administrative Agent and the Borrower or, in
      the absence of such agreement, the "Eurodollar Rate" for the purposes of
      this paragraph shall instead be the rate per annum notified to the
      Administrative Agent by the Reference Lender as the rate at which the
      Reference Lender is offered Dollar deposits at or about 10:00 A.M., New
      York time, two Business Days prior to the beginning of such Interest
      Period, in the interbank eurodollar market where the eurodollar and
      foreign currency and exchange operations in respect of its Eurodollar
      Loans are then being conducted for delivery on the first day of such
      Interest Period for the number of days comprised therein and in an amount
      comparable to the amount of its Eurodollar Term Loan or Eurodollar
      Revolving Credit Loan, as the case may be, to be outstanding during such
      Interest Period.

            "Eurodollar Revolving Credit Loan" shall mean any Revolving Credit
      Loan bearing interest at a rate determined by reference to the Eurodollar
      Rate.

            "Eurodollar Term Loan" shall mean any Term Loan bearing interest at
      a rate determined by reference to the Eurodollar Rate.

            "Event of Default" shall have the meaning provided in Section 11.


                                       11
<PAGE>

            "Excess Cash Flow" shall mean, for any period, an amount equal to
      the excess of (a) the sum, without duplication, of (i) Consolidated Net
      Income for such period, (ii) an amount equal to the amount of all non-cash
      charges to the extent deducted in arriving at such Consolidated Net
      Income, (iii) decreases in Consolidated Working Capital for such period
      and (iv) an amount equal to the aggregate net non-cash loss on the sale,
      lease, transfer or other disposition of assets by the Borrower and the
      Restricted Subsidiaries during such period (other than sales in the
      ordinary course of business) to the extent deducted in arriving at such
      Consolidated Net Income over (b) the sum, without duplication, of (i) an
      amount equal to the amount of all non-cash credits included in arriving at
      such Consolidated Net Income, (ii) the aggregate amount actually paid by
      the Borrower and the Restricted Subsidiaries in cash during such period on
      account of Capital Expenditures (excluding the principal amount of
      Indebtedness incurred in connection with such Capital Expenditures,
      whether incurred in such period or in a subsequent period), (iii) the
      aggregate amount of all prepayments of Revolving Credit Loans and
      Swingline Loans made during such period to the extent accompanying
      reductions of the Total Revolving Credit Commitments, (iv) the aggregate
      amount of all principal payments of Indebtedness of the Borrower or the
      Restricted Subsidiaries (including, without limitation, any Term Loans and
      the principal component of payments in respect of Capitalized Lease
      Obligations but excluding Revolving Credit Loans and Swingline Loans) made
      during such period (other than in respect of any revolving credit facility
      to the extent there is not an equivalent permanent reduction in
      commitments thereunder), (v) an amount equal to the aggregate net non-cash
      gain on the sale, lease, transfer or other disposition of assets by the
      Borrower and the Restricted Subsidiaries during such period (other than
      sales in the ordinary course of business) to the extent included in
      arriving at such Consolidated Net Income, (vi) increases in Consolidated
      Working Capital for such period and (vii) financing fees paid in cash
      during such period to the extent not expensed during such period.

            "Federal Funds Effective Rate" shall mean, for any day, the weighted
      average of the per annum rates on overnight federal funds transactions
      with members of the Federal Reserve System arranged by federal funds
      brokers, as published on the next succeeding Business Day by the Federal
      Reserve Bank of New York, or, if such rate is not so published for any day
      that is a Business Day, the average of the quotations for the day of such
      transactions received by the Administrative Agent from three federal funds
      brokers of recognized standing selected by it.

            "Fees" shall mean all amounts payable pursuant to, or referred to
      in, Section 4.1.

            "Final Date" shall mean the date on which the Revolving Credit
      Commitments shall have terminated, no Revolving Credit Loans shall be
      outstanding and the Letter of Credit Outstandings shall have been reduced
      to zero.

            "Foreign Subsidiary" shall mean each Subsidiary of the Borrower that
      is not a Domestic Subsidiary.

            "Fronting Fee" shall have the meaning provided in Section 4.1(c).

            "Funded Debt" shall mean all Indebtedness of the Borrower and the
      Restricted Subsidiaries for borrowed money that matures more than one year
      from the date of its creation or matures within one year from such date
      that is renewable or extendable, at the option of the Borrower or one of
      the Restricted Subsidiaries, to a date more than one year from such date
      or arises under a revolving credit or similar agreement that obligates the


                                       12
<PAGE>

      lender or lenders to extend credit during a period of more than one year
      from such date, including, without limitation, all amounts of Funded Debt
      required to be paid or prepaid within one year from the date of its
      creation and, in the case of the Borrower, Indebtedness in respect of the
      Loans.

            "GAAP" shall mean generally accepted accounting principles in the
      United States of America as in effect from time to time; provided,
      however, that if there occurs after the date hereof any change in GAAP
      that affects in any respect the calculation of any covenant contained in
      Section 10, the Lenders and the Borrower shall negotiate in good faith
      amendments to the provisions of this Agreement that relate to the
      calculation of such covenant with the intent of having the respective
      positions of the Lenders and the Borrower after such change in GAAP
      conform as nearly as possible to their respective positions as of the date
      of this Agreement and, until any such amendments have been agreed upon,
      the covenants in Section 10 shall be calculated as if no such change in
      GAAP has occurred.

            "Governmental Authority" shall mean any nation 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.

            "Guarantee" shall mean and include the Guarantee, dated as of April
      9, 1998, attached hereto as Exhibit A, made by each Guarantor in favor of
      the Administrative Agent for the benefit of the Lenders, as the same may
      be amended, supplemented or otherwise modified from time to time.

            "Guarantee Obligations" shall mean, as to any Person, any obligation
      of such Person guaranteeing or intended to guarantee any Indebtedness of
      any other Person (the "primary obligor") in any manner, whether directly
      or indirectly, including, without limitation, any obligation of such
      Person, whether or not contingent, (a) to purchase any such Indebtedness
      or any property constituting direct or indirect security therefor, (b) to
      advance or supply funds (i) for the purchase or payment of any such
      Indebtedness or (ii) to maintain working capital or equity capital of the
      primary obligor or otherwise to maintain the net worth or solvency of the
      primary obligor, (c) to purchase property, securities or services
      primarily for the purpose of assuring the owner of any such Indebtedness
      of the ability of the primary obligor to make payment of such Indebtedness
      or (d) otherwise to assure or hold harmless the owner of such Indebtedness
      against loss in respect thereof; provided, however, that the term
      "Guarantee Obligations" shall not include endorsements of instruments for
      deposit or collection in the ordinary course of business. The amount of
      any Guarantee Obligation shall be deemed to be an amount equal to the
      stated or determinable amount of the Indebtedness in respect of which such
      Guarantee Obligation is made or, if not stated or determinable, the
      maximum reasonably anticipated liability in respect thereof (assuming such
      Person is required to perform thereunder) as determined by such Person in
      good faith.

            "Guarantor" shall mean each Domestic Subsidiary of the Borrower that
      is a Restricted Subsidiary and is or becomes a party to the Guarantee.

            "Hazardous Materials" shall mean (a) any petroleum or petroleum
      products, radioactive materials, friable asbestos, urea formaldehyde foam
      insulation, transformers or other equipment that contain dielectric fluid
      containing regulated levels of polychlorinated biphenyls, and radon gas;
      (b) any chemicals, materials or substances defined as or included in the
      definition of "hazardous substances", "hazardous waste",


                                       13
<PAGE>

      "hazardous materials", "extremely hazardous waste", "restricted hazardous
      waste", "toxic substances", "toxic pollutants", "contaminants", or
      "pollutants", or words of similar import, under any applicable
      Environmental Law; and (c) any other chemical, material or substance,
      exposure to which is prohibited, limited or regulated by any Governmental
      Authority.

            "Hedge Agreements" shall mean interest rate swap, cap or collar
      agreements, interest rate future or option contracts, currency swap
      agreements, currency future or option contracts and other similar
      agreements entered into by the Borrower in order to protect the Borrower
      or any of the Restricted Subsidiaries against fluctuations in interest
      rates or currency exchange rates.

            "Indebtedness" of any Person shall mean (a) all indebtedness of such
      Person for borrowed money, (b) the deferred purchase price of assets or
      services that in accordance with GAAP would be shown on the liability side
      of the balance sheet of such Person, (c) the face amount of all letters of
      credit issued for the account of such Person and, without duplication, all
      drafts drawn thereunder, (d) all Indebtedness of a second Person secured
      by any Lien on any property owned by such first Person, whether or not
      such Indebtedness has been assumed, (e) all Capitalized Lease Obligations
      of such Person, (f) all obligations of such Person under interest rate
      swap, cap or collar agreements, interest rate future or option contracts,
      currency swap agreements, currency future or option contracts and other
      similar agreements and (g) without duplication, all Guarantee Obligations
      of such Person, provided that Indebtedness shall not include trade
      payables and accrued expenses, in each case arising in the ordinary course
      of business.

            "Intercreditor Agreement" shall mean the Intercreditor Agreement
      dated as of April 12, 2001, among the Borrower, the Subsidiaries of the
      Borrower party thereto, the Administrative Agent and Borden, attached
      hereto as Exhibit N, as the same may be amended, supplemented or modified
      from time to time.

            "Interest Period" shall mean, with respect to any Term Loan or
      Revolving Credit Loan, the interest period applicable thereto, as
      determined pursuant to Section 2.9.

            "Junior Preferred Stock" shall mean the Borrower's Junior Cumulative
      Pay-in-Kind Preferred Stock, par value $0.01 per share.

            "KKR" shall mean each of Kohlberg Kravis Roberts & Co., L.P. and KKR
      Associates, L.P.

            "L/C Maturity Date" shall mean the date that is five Business Days
      prior to the Tranche A Revolving Credit Maturity Date.

            "L/C Participant" shall have the meaning provided in Section 3.3(a).
      "L/C Participation" shall have the meaning provided in Section 3.3(a).
      "Lender" shall have the meaning provided in the preamble to this
      Agreement.

            "Lender Default" shall mean (a) the failure (which has not been
      cured) of a Lender to make available its portion of any Borrowing or to
      fund its portion of any unreimbursed payment under Section 3.3 or (b) a
      Lender having notified the Administrative Agent and/or the Borrower that
      it does not intend to comply with the obligations under


                                       14
<PAGE>

      Section 2.1(a), 2.1(b), 2.1(d) or 3.3, in the case of either clause (a) or
      clause (b) above, as a result of the appointment of a receiver or
      conservator with respect to such Lender at the direction or request of any
      regulatory agency or authority.

            "Letter of Credit" shall mean each letter of credit issued pursuant
      to Section 3.1.

            "Letter of Credit Commitment" shall mean $25,000,000, as the same
      may be reduced from time to time pursuant to Section 3.1.

            "Letter of Credit Exposure" shall mean, with respect to any Lender,
      such Lender's Tranche A Revolving Credit Commitment Percentage of the
      Letter of Credit Outstanding.

            "Letter of Credit Fee" shall have the meaning provided in Section
      4.1(b).

            "Letter of Credit Issuer" shall mean Chase, any of its Affiliates or
      any successor pursuant to Section 3.6.

            "Letter of Credit Outstanding" shall mean, at any time, the sum of,
      without duplication, (a) the aggregate Stated Amount of all outstanding
      Letters of Credit and (b) the aggregate amount of all Unpaid Drawings in
      respect of all Letters of Credit.

            "Letter of Credit Request" shall have the meaning provided in
      Section 3.2.

            "Level I Status" shall mean, on any date, the Consolidated Total
      Debt to Consolidated EBITDA Ratio is greater than or equal to 5.25:1.00 as
      of such date.

            "Level II Status" shall mean, on any date, the circumstance that
      Level I Status does not exist and the Consolidated Total Debt to
      Consolidated EBITDA Ratio is greater than or equal to 4.75:1.00 as of such
      date.

            "Level III Status" shall mean, on any date, the circumstance that
      neither Level I Status nor Level II Status exists and the Consolidated
      Total Debt to Consolidated EBITDA Ratio is greater than or equal to
      4.25:1.00 as of such date.

            "Level IV Status" shall mean, on any date, the circumstance that
      none of Level I Status, Level II Status or Level III Status exists and the
      Consolidated Total Debt to Consolidated EBITDA Ratio is greater than or
      equal to 3.75:1.00 as of such date.

            "Level V Status" shall mean, on any date, the circumstance that none
      of Level I Status, Level II Status, Level III Status or Level IV Status
      exists and the Consolidated Total Debt to Consolidated EBITDA Ratio is
      greater than or equal to 3.25:1.00 as of such date.

            "Level VI Status" shall mean, on any date, the circumstance that the
      Consolidated Total Debt to Consolidated EBITDA Ratio is less than
      3.25:1.00 as of such date.

            "Lien" shall mean any mortgage, pledge, security interest,
      hypothecation, assignment, lien (statutory or other) or similar
      encumbrance (including any agreement to give any of the foregoing, any
      conditional sale or other title retention agreement or any lease in the
      nature thereof).


                                       15
<PAGE>

            "Loan" shall mean any Revolving Credit Loan, Swingline Loan or Term
      Loan made or continued by any Lender hereunder.

            "Loan Documents" shall mean this Agreement, the promissory notes, if
      any, executed and delivered pursuant to Section 13.6(b) and the Security
      Documents (as such term is defined in the Security Agreement).

            "Management Group" shall mean, at any time, the Chairman of the
      Board, the President, any Executive Vice President or Vice President, the
      Treasurer and the Secretary of the Borrower at such time.

            "Mandatory Borrowing" shall have the meaning provided in Section
      2.1(d).

            "Margin Stock" shall have the meaning provided in Regulation U.

            "Material Adverse Change" shall mean any change in the business,
      assets, operations, properties or financial condition of the Borrower and
      its Subsidiaries taken as a whole that would materially adversely affect
      the ability of the Borrower and the other Credit Parties taken as a whole
      to perform their obligations under this Agreement and the other Credit
      Documents taken as a whole.

            "Material Adverse Effect" shall mean a circumstance or condition
      affecting the business, assets, operations, properties or financial
      condition of the Borrower and its Subsidiaries taken as a whole that would
      materially adversely affect (a) the ability of the Borrower and the other
      Credit Parties taken as a whole to perform their obligations under this
      Agreement and the other Credit Documents taken as a whole or (b) the
      rights and remedies of the Administrative Agent and the Lenders under this
      Agreement and the other Credit Documents taken as a whole.

            "Material Subsidiary" shall mean, at any date of determination, any
      Restricted Subsidiary of the Borrower (a) whose total assets at the last
      day of the Test Period ending on the last day of the most recent fiscal
      period for which Section 9.1 Financials have been delivered were equal to
      or greater than 5% of the consolidated total assets of the Borrower and
      the Restricted Subsidiaries at such date or (b) whose gross revenues for
      such Test Period were equal to or greater than 5% of the consolidated
      gross revenues of the Borrower and the Restricted Subsidiaries for such
      period, in each case determined in accordance with GAAP.

            "Maturity Date" shall mean the Tranche B Maturity Date, the Tranche
      C Maturity Date, the Tranche A Revolving Credit Maturity Date or the
      Tranche B Revolving Credit Maturity Date.

            "Minimum Borrowing Amount" shall mean (a) with respect to a
      Borrowing of Term Loans or Revolving Credit Loans, $1,000,000 and (b) with
      respect to a Borrowing of Swingline Loans, $100,000.

            "Minority Investment" shall mean any Person (other than a
      Subsidiary) in which the Borrower or any Restricted Subsidiary owns
      capital stock or other equity interests.

            "Moody's" shall mean Moody's Investors Service, Inc. or any
      successor by merger or consolidation to its business.


                                       16
<PAGE>

            "Mortgage" shall mean a Mortgage, Assignment of Leases and Rents,
      Security Agreement and Financing Statement or other security document
      entered into by the owner of a Mortgaged Property and the Administrative
      Agent for the benefit of the Lenders in respect of that Mortgaged
      Property, substantially in the form of Exhibit B, as the same may be
      amended, supplemented or modified from time to time.

            "Mortgaged Property" means, initially, each parcel of real estate
      and the improvements thereto owned by a Credit Party and identified on
      Schedule 1.1(b), and includes each other parcel of real property and
      improvements thereto with respect to which a Mortgage is granted pursuant
      to Section 9.16.

            "Net Cash Proceeds" shall mean, with respect to any Prepayment Event
      or any issuance by the Borrower of equity securities, (a) the gross cash
      proceeds (including payments from time to time in respect of installment
      obligations, if applicable) received by or on behalf of the Borrower or
      any of the Restricted Subsidiaries in respect of such Prepayment Event or
      issuance, as the case may be, less (b) the sum of:

                  (i) in the case of any Prepayment Event, the amount, if any,
            of all taxes paid or estimated to be payable by the Borrower or any
            of the Restricted Subsidiaries in connection with such Prepayment
            Event,

                  (ii) in the case of any Prepayment Event, the amount of any
            reasonable reserve established in accordance with GAAP against any
            liabilities (other than any taxes deducted pursuant to clause (i)
            above) (A) associated with the assets that are the subject of such
            Prepayment Event and (B) retained by the Borrower or any of the
            Restricted Subsidiaries, provided that the amount of any subsequent
            reduction of such reserve (other than in connection with a payment
            in respect of any such liability) shall be deemed to be Net Cash
            Proceeds of such a Prepayment Event occurring on the date of such
            reduction,

                  (iii) in the case of any Prepayment Event, the amount of any
            Indebtedness secured by a Lien on the assets that are the subject of
            such Prepayment Event to the extent that the instrument creating or
            evidencing such Indebtedness requires that such Indebtedness be
            repaid upon consummation of such Prepayment Event,

                  (iv) in the case of any Asset Sale Prepayment Event in respect
            of Specified Asset Sales and additional Asset Sale Prepayment Events
            of up to $5,000,000 in the aggregate, the amount of any proceeds of
            such Asset Sale Prepayment Event that the Borrower has reinvested
            (or intends to reinvest within one year of the date of such Asset
            Sale Prepayment Event), including application to restructuring costs
            described in clause (i) of the definition of Restructuring Costs
            incurred prior to or after receipt of such Net Cash Proceeds, in the
            business of the Borrower or any of the Restricted Subsidiaries
            (subject to Section 9.15) up to $8,500,000 for such Specified Asset
            Sale, or up to the amount of such proceeds in the case of additional
            Asset Sale Prepayment Events, provided that any portion of such
            proceeds that has not been so reinvested within such one-year period
            shall (x) be deemed to be Net Cash Proceeds of an Asset Sale
            Prepayment Event occurring on the last day of such one-year period
            and (y) be applied to the repayment of Term Loans in accordance with
            Section 5.2(a)(i), provided further that, for purposes of the
            preceding proviso, such one-year period shall be extended by up to
            twelve months from the last day of such one-year period so long as
            (A) such proceeds are to be reinvested within such additional
            twelve-month period under the Borrower's


                                       17
<PAGE>

            business plan as most recently adopted in good faith by its Board of
            Directors and (B) the Borrower believes in good faith that such
            proceeds will be so reinvested within such additional twelve-month
            period, and

                  (v) in the case of any Prepayment Event or any issuance by the
            Borrower of equity securities, reasonable and customary fees,
            commissions, expenses, issuance costs, discounts and other costs
            paid by the Borrower or any of the Restricted Subsidiaries in
            connection with such Prepayment Event or issuance, as the case may
            be (other than those payable to the Borrower or any Subsidiary of
            the Borrower), in each case only to the extent not already deducted
            in arriving at the amount referred to in clause (a) above.

            "1999 Junior Preferred Stock" shall mean the Borrower's Series B
      Junior Cumulative Preferred Stock issued to Borden.

            "Non-Defaulting Lender" shall mean and include each Lender other
      than a Defaulting Lender.

            "Non-Excluded Taxes" shall have the meaning provided in Section
      5.4(a).

            "Notice of Borrowing" shall have the meaning provided in Section
      2.3.

            "Notice of Conversion or Continuation" shall have the meaning
      provided in Section 2.6.

            "Obligations" shall mean all monetary amounts of every type or
      description at any time owing to the Administrative Agent, any Lender or,
      in the case of Hedge Agreements, any affiliate of a Lender pursuant to the
      terms of this Agreement, any other Credit Document or any Hedge Agreement.

            "Original Closing Date" shall mean April 8, 1998.

            "Original Credit Agreement" shall have the meaning specified in the
      introductory statement hereto.

            "Participant" shall have the meaning provided in Section
      13.6(a)(ii).

            "PBGC" shall mean the Pension Benefit Guaranty Corporation
      established pursuant to Section 4002 of ERISA, or any successor thereto.

            "Perfection Certificate" shall mean a certificate in the form of
      Exhibit C or any other form approved by the Administrative Agent.

            "Perfection Date" shall mean the date that is 91 days after the date
      on which all documents provided to the Administrative Agent pursuant to
      clauses (f) and (g) of Section 6.1 have been duly filed, registered or
      recorded.

            "Permitted Acquisition" shall mean any acquisition, by merger or
      otherwise, by the Borrower or any of the Restricted Subsidiaries of assets
      or capital stock or other equity interests at any time prior to the
      Restatement Date that was considered a "Permitted Acquisition" under the
      Original Credit Agreement.


                                       18
<PAGE>

            "Permitted Investments" shall mean (a) securities issued or
      unconditionally guaranteed by the United States government or any agency
      or instrumentality thereof, in each case having maturities of not more
      than 24 months from the date of acquisition thereof; (b) securities issued
      by any state of the United States of America or any political subdivision
      of any such state or any public instrumentality thereof or any political
      subdivision of any such state or any public instrumentality thereof having
      maturities of not more than 24 months from the date of acquisition thereof
      and, at the time of acquisition, having an investment grade rating
      generally obtainable from either S&P or Moody's (or, if at any time
      neither S&P nor Moody's shall be rating such obligations, then from
      another nationally recognized rating service); (c) commercial paper issued
      by any Lender or any bank holding company owning any Lender; (d)
      commercial paper maturing no more than 12 months after the date of
      creation thereof and, at the time of acquisition, having a rating of at
      least A-2 or P-2 from either S&P or Moody's (or, if at any time neither
      S&P nor Moody's shall be rating such obligations, an equivalent rating
      from another nationally recognized rating service); (e) domestic and
      eurodollar certificates of deposit or bankers' acceptances maturing no
      more than two years after the date of acquisition thereof issued by any
      Lender or any other bank having combined capital and surplus of not less
      than $250,000,000 in the case of domestic banks and $100,000,000 (or the
      dollar equivalent thereof) in the case of foreign banks; (f) repurchase
      agreements with a term of not more than 30 days for underlying securities
      of the type described in clauses (a), (b) and (e) above entered into with
      any bank meeting the qualifications specified in clause (e) above or
      securities dealers of recognized national standing; (g) shares of
      investment companies that are registered under the Investment Company Act
      of 1940 and invest solely in one or more of the types of securities
      described in clauses (a) through (f) above; and (h) in the case of
      investments by any Restricted Foreign Subsidiary, other customarily
      utilized high-quality investments in the country where such Restricted
      Foreign Subsidiary is located.

            "Permitted Liens" shall mean (a) Liens for taxes, assessments or
      governmental charges or claims not yet due or which are being contested in
      good faith and by appropriate proceedings for which appropriate reserves
      have been established in accordance with GAAP; (b) Liens in respect of
      property or assets of the Borrower or any of its Subsidiaries imposed by
      law, such as carriers', warehousemen's and mechanics' Liens and other
      similar Liens arising in the ordinary course of business, in each case so
      long as such Liens arise in the ordinary course of business and do not
      individually or in the aggregate have a Material Adverse Effect; (c) Liens
      arising from judgments or decrees in circumstances not constituting an
      Event of Default under Section 11.9; (d) Liens incurred or deposits made
      in connection with workers' compensation, unemployment insurance and other
      types of social security, or to secure the performance of tenders,
      statutory obligations, surety and appeal bonds, bids, leases, government
      contracts, performance and return-of-money bonds and other similar
      obligations incurred in the ordinary course of business; (e) ground leases
      in respect of real property on which facilities owned or leased by the
      Borrower or any of its Subsidiaries are located; (f) easements,
      rights-of-way, restrictions, minor defects or irregularities in title and
      other similar charges or encumbrances not interfering in any material
      respect with the business of the Borrower and its Subsidiaries taken as a
      whole; (g) any interest or title of a lessor or secured by a lessor's
      interest under any lease permitted by this Agreement; (h) Liens in favor
      of customs and revenue authorities arising as a matter of law to secure
      payment of customs duties in connection with the importation of goods; (i)
      Liens on goods the purchase price of which is financed by a documentary
      letter of credit issued for the account of the Borrower or any of its
      Subsidiaries, provided that such Lien secures only the obligations of the
      Borrower or such Subsidiaries in respect of such letter of credit to


                                       19
<PAGE>

      the extent permitted under Section 10.1; and (j) leases or subleases
      granted to others not interfering in any material respect with the
      business of the Borrower and its Subsidiaries, taken as a whole.

            "Permitted Sale Leaseback" shall mean any Sale Leaseback consummated
      by the Borrower or any of the Restricted Subsidiaries after the Original
      Closing Date, provided that such Sale Leaseback is consummated for fair
      value as determined at the time of consummation in good faith by the
      Borrower and, in the case of any Permitted Sale Leaseback (or series of
      related Permitted Sales Leasebacks) the aggregate proceeds of which exceed
      $20,000,000, the Board of Directors of the Borrower (which such
      determination may take into account any retained interest or other
      investment of the Borrower or such Restricted Subsidiary in connection
      with, and any other material economic terms of, such Sale Leaseback).

            "Person" shall mean any individual, partnership, joint venture,
      firm, corporation, limited liability company, association, trust or other
      enterprise or any Governmental Authority.

            "Plan" shall mean any multiemployer or single-employer plan, as
      defined in Section 4001 of ERISA and subject to Title IV of ERISA, that is
      or was within any of the preceding five plan years maintained or
      contributed to by (or to which there is or was an obligation to contribute
      or to make payments of) the Borrower, a Subsidiary or an ERISA Affiliate.

            "Pledge Agreement" shall mean and include the Pledge Agreement,
      dated as of April 9, 1998, as amended and restated as of April 12, 2001,
      attached hereto as Exhibit D, entered into by the Borrower, the other
      pledgors party thereto and the Administrative Agent for the benefit of the
      Lenders as the same may be amended, supplemented or otherwise modified
      from time to time.

            "Pledged Subsidiary" shall mean, at any date of determination, any
      Domestic Subsidiary of the Borrower all the capital stock of which has
      been pledged to the Administrative Agent, for the benefit of the Lenders,
      on such date in accordance with Section 9.13.

            "Prepayment Event" shall mean any Asset Sale Prepayment Event, Debt
      Incurrence Prepayment Event or any Permitted Sale Leaseback.

            "Prime Rate" shall mean the rate of interest per annum publicly
      announced from time to time by the Administrative Agent as its reference
      rate in effect at its principal office in New York City (the Prime Rate
      not being intended to be the lowest rate of interest charged by Chase in
      connection with extensions of credit to debtors).

            "Reaffirmation Agreement" shall mean and include the Reaffirmation
      Agreement, entered into by the Borrower, the Guarantors party thereto and
      the Administrative Agent for the benefit of the Lenders, substantially in
      the form of Exhibit L, as the same may be amended, supplemented or
      otherwise modified from time to time.

            "Recapitalization" shall mean the recapitalization of the Borrower
      pursuant to the Recapitalization Agreement.


                                       20
<PAGE>

            "Recapitalization Agreement" shall mean the Recapitalization
      Agreement dated March 2, 1998, among Corning Incorporated, the Borrower,
      CCPC and Borden, as the same may be amended, supplemented or otherwise
      modified from time to time.

            "Reference Lender" shall mean Chase.

            "Register" shall have the meaning provided in Section 13.6(c).

            "Regulation D" shall mean Regulation D of the Board as from time to
      time in effect and any successor to all or a portion thereof establishing
      reserve requirements.

            "Regulation T" shall mean Regulation T of the Board as from time to
      time in effect and any successor to all or a portion thereof establishing
      margin requirements.

            "Regulation U" shall mean Regulation U of the Board as from time to
      time in effect and any successor to all or a portion thereof establishing
      margin requirements.

            "Regulation X" shall mean Regulation X of the Board as from time to
      time in effect and any successor to all or a portion thereof establishing
      margin requirements.

            "Remaining Equity" shall mean all the Borrower Common Stock that (a)
      is in existence on the Original Closing Date after giving effect to the
      Recapitalization and (b) is not beneficially owned, directly or
      indirectly, by Borden, KKR, KKR's Affiliates or the Management Group on
      the Original Closing Date pursuant to the 1998 management equity plan,
      including any additional Borrower Common Stock or other capital stock or
      equity interests in the Borrower issued in respect of such Borrower Common
      Stock in existence on the Original Closing Date as a result of a stock
      split, recapitalization, merger, combination, consolidation or otherwise,
      but excluding any management equity plan or stock option plan or similar
      agreement.

            "Repayment Amount" shall mean any Tranche B Repayment Amount or any
      Tranche C Repayment Amount.

            "Repayment Date" shall mean a Tranche B Repayment Date or a Tranche
      C Repayment Date.

            "Replacement Preferred Stock" shall mean preferred stock of the
      Borrower that (a) is issued in exchange for, or to replace or refinance,
      all or a portion of the Junior Preferred Stock and (b) may include, at the
      election of the Borrower, (i) provisions for required cash dividends (at a
      rate per annum not in excess of 12%), (ii) provisions for transferability,
      (iii) provisions for voting rights and/or board representation upon the
      occurrence of non-payment of dividends and (iv) such other terms as the
      Administrative Agent shall be reasonably satisfied are at least as
      advantageous to the Lenders in all respects material to their interests as
      the terms of the Junior Preferred Stock.

            "Reportable Event" shall mean an event described in Section 4043 of
      ERISA and the regulations thereunder.

            "Required Lenders" shall mean, at any date, (a) Non-Defaulting
      Lenders having or holding a majority of the sum of (i) the Adjusted Total
      Revolving Credit Commitment at such date, (ii) the Adjusted Total Term
      Loan Commitment at such date and (iii) the outstanding principal amount of
      the Term Loans (excluding the Term Loans held by


                                       21
<PAGE>

      Defaulting Lenders) at such date or (b) if the Total Revolving Credit
      Commitment and the Total Term Loan Commitment have been terminated or for
      the purposes of acceleration pursuant to Section 11, the holders
      (excluding Defaulting Lenders) of a majority of the outstanding principal
      amount of the Loans and Letter of Credit Exposures (excluding the Loans
      and Letter of Credit Exposures of Defaulting Lenders) in the aggregate at
      such date.

            "Required Revolving Credit Lenders" shall mean, at any date, (a)
      Non-Defaulting Lenders having or holding a majority of the Adjusted Total
      Revolving Credit Commitment at such date or (b) if the Total Revolving
      Credit Commitment has been terminated, the holders (excluding Defaulting
      Lenders) of a majority of the outstanding principal amount of the
      Revolving Credit Loans and Letter of Credit Exposures (excluding the Loans
      and Letter of Credit Exposures of Defaulting Lenders) in the aggregate at
      such date.

            "Required Term Loan Lenders" shall mean, at any date, (a)
      Non-Defaulting Lenders having or holding a majority of the sum of (i) the
      Adjusted Total Term Loan Commitment at such date and (ii) the outstanding
      principal amount of the Term Loans (excluding the Term Loans held by
      Defaulting Lenders) in the aggregate at such date or (b) if the Total Term
      Loan Commitment has been terminated or for the purposes of acceleration
      pursuant to Section 11, the holders (excluding Defaulting Lenders) of a
      majority of the outstanding principal amount of the Term Loans (excluding
      the Term Loans of Defaulting Lenders) in the aggregate at such date.

            "Required Tranche B Revolving Credit Lenders" shall mean, at any
      date, (a) Non-Defaulting Lenders having or holding two-thirds of the
      Adjusted Total Tranche B

            Revolving Credit Commitment at such date or (b) if the Total Tranche
      B Revolving Credit Commitment has been terminated, the holders (excluding
      Defaulting Lenders) of two-thirds of the outstanding principal amount of
      the Tranche B Revolving Credit Loans in the aggregate at such date.

            "Requirement of Law" shall mean, as to any Person, the Certificate
      of Incorporation and By-Laws or other organizational or governing
      documents of such Person, and any law, treaty, rule or regulation or
      determination of an arbitrator or a court or other Governmental Authority,
      in each case applicable to or binding upon such Person or any of its
      property or assets or to which such Person or any of its property or
      assets is subject.

            "Restatement Date" shall mean the date on which the conditions
      specified in Section 6.1 are satisfied (or waived in accordance with
      Section 13.1).

            "Restricted Domestic Subsidiary" shall mean each Restricted
      Subsidiary that is also a Domestic Subsidiary.

            "Restricted Foreign Subsidiary" shall mean any Foreign Subsidiary
      that is also a Restricted Subsidiary.

            "Restricted Subsidiary" shall mean any Subsidiary of the Borrower
      other than an Unrestricted Subsidiary.

            "Restructuring Costs" shall mean (i) cash restructuring charges for
      the three-year period ending December 31, 2002 disclosed in writing to the
      Agents prior to the


                                       22
<PAGE>

      Restatement Date in an amount not to exceed $46,500,000, (ii) cash
      restructuring charges in an amount not to exceed $3,000,000 in any fiscal
      year; provided, however that such cash restructuring charges shall not
      exceed $10,000,000 during the term of this Agreement and (iii)
      restructuring charges that (A) do not represent cash payments made or to
      be made by the Borrower or any Subsidiary and (B) do not include the
      write-down or write-off of any asset that would, in conformity with GAAP,
      be set forth opposite the caption "total current assets" (or any like
      caption) on a consolidated balance sheet of the Borrower and the
      Restricted Subsidiaries.

            "Revolving Credit Commitment" shall mean a Tranche A Revolving
      Credit Commitment or Tranche B Revolving Credit Commitment.

            "Revolving Credit Loan" shall mean any Tranche A Revolving Credit
      Loan or Tranche B Revolving Credit Loan.

            "Sale Leaseback" shall mean any transaction or series of related
      transactions pursuant to which the Borrower or any of the Restricted
      Subsidiaries (a) sells, transfers or otherwise disposes of any property,
      real or personal, whether now owned or hereafter acquired, and (b) as part
      of such transaction, thereafter rents or leases such property or other
      property that it intends to use for substantially the same purpose or
      purposes as the property being sold, transferred or disposed.

            "S&P" shall mean Standard & Poor's Ratings Service or any successor
      by merger or consolidation to its business.

            "SEC" shall mean the Securities and Exchange Commission or any
      successor thereto.

            "Security Agreement" shall mean and include the Security Agreement
      entered into by the Borrower, the other grantors party thereto and the
      Administrative Agent for the benefit of the Lenders, substantially in the
      form of Exhibit F, as the same may be amended, supplemented or otherwise
      modified from time to time.

            "Section 9.1 Financials" shall mean the financial statements
      delivered, or required to be delivered, pursuant to Section 9.1(a) or (b)
      together with the accompanying officer's certificate delivered, or
      required to be delivered, pursuant to Section 9.1(f).

            "Sold Entity or Business" shall have the meaning provided in the
      definition of the term "Consolidated EBITDA".

            "Specified Asset Sales" shall mean the sale, transfer or other
      disposition of assets identified in writing to the Agents prior to the
      Restatement Date.

            "Specified Subsidiary" shall mean, at any date of determination, (a)
      any Material Subsidiary or (b) any Unrestricted Subsidiary (i) whose total
      assets at the last day of the Test Period ending on the last day of the
      most recent fiscal period for which Section 9.1 Financials have been
      delivered were equal to or greater than 15% of the consolidated total
      assets of the Borrower and its Subsidiaries at such date or (ii) whose
      gross revenues for such Test Period were equal to or greater than 15% of
      the consolidated gross revenues of the Borrower and its Subsidiaries for
      such period, in each case determined in accordance with GAAP.


                                       23
<PAGE>

            "Stated Amount" of any Letter of Credit shall mean the maximum
      amount from time to time available to be drawn thereunder, determined
      without regard to whether any conditions to drawing could then be met.

            "Status" shall mean, as to the Borrower as of any date, the
      existence of Level I Status, Level II Status, Level III Status, Level IV
      Status, Level V Status or Level VI Status, as the case may be, on such
      date. Changes in Status resulting from changes in the Consolidated Total
      Debt to Consolidated EBITDA Ratio shall become effective (the date of such
      effectiveness, the "Effective Date") as of the first day following the
      last day of the most recent fiscal year or period for which (a) Section
      9.1 Financials are delivered to the Lenders under Section 9.1 and (b) an
      officer's certificate is delivered by the Borrower to the Lenders setting
      forth, with respect to such Section 9.1 Financials, the then-applicable
      Status, and shall remain in effect until the next change to be effected
      pursuant to this definition, provided that (i) if the Borrower shall have
      made any payments in respect of interest or commitment fees during the
      period (the "Interim Period") from and including the Effective Date to but
      excluding the day any change in Status is determined as provided above,
      then the amount of the next such payment due on or after such day shall be
      increased or decreased by an amount equal to any underpayment or
      overpayment so made by the Borrower during such Interim Period and (ii)
      each determination of the Consolidated Total Debt to Consolidated EBITDA
      Ratio pursuant to this definition shall be made with respect to the Test
      Period ending at the end of the fiscal period covered by the relevant
      financial statements.

            "Subordinated Note Indenture" shall mean the Indenture between the
      Borrower and HSBC, pursuant to which the Subordinated Notes were issued,
      as the same may be amended, supplemented or otherwise modified from time
      to time.

            "Subordinated Notes" shall mean the $200,000,000 aggregate principal
      amount of Senior Subordinated Notes due 2008 of the Borrower (a) issued
      pursuant to the Subordinated Note Indenture and (b) bearing a rate of
      interest of 9 5/8%.

            "Subsidiary" of any Person shall mean and include (a) any
      corporation more than 50% of whose stock of any class or classes having by
      the terms thereof ordinary voting power to elect a majority of the
      directors of such corporation (irrespective of whether or not at the time
      stock of any class or classes of such corporation shall have or might have
      voting power by reason of the happening of any contingency) is at the time
      owned by such Person directly or indirectly through Subsidiaries and (b)
      any partnership, association, joint venture or other entity in which such
      Person directly or indirectly through Subsidiaries has more than a 50%
      equity interest at the time. Unless otherwise expressly provided, all
      references herein to a "Subsidiary" shall mean a Subsidiary of the
      Borrower. For purposes of the representations and warranties made herein
      on the Restatement Date, the term "Subsidiary" shall be deemed to include
      each of the First Target and its subsidiaries and the Second Target and
      its subsidiaries.

            "Swingline Commitment" shall mean $25,000,000.

            "Swingline Loans" shall have the meaning provided in Section 2.1(c).

            "Swingline Maturity Date" shall mean, with respect to any Swingline
      Loan, the date that is five Business Days prior to the Tranche A Revolving
      Credit Maturity Date.


                                       24
<PAGE>

            "Syndication Agent" shall mean Citibank, N.A. together with its
      affiliates, as the syndication agent for the Lenders under this Agreement
      and the other Credit Documents.

            "Term Loan" shall mean any Tranche B Term Loan or Tranche C Term
      Loan.

            "Term Loan Commitment" shall mean, with respect to each Lender, such
      Lender's Tranche B Term Loan Commitment and Tranche C Term Loan
      Commitment.

            "Test Period" shall mean, for any determination under this
      Agreement, the four consecutive fiscal quarters of the Borrower then last
      ended, provided that for purposes of the covenant in Section 10.13 only,
      for any date of determination prior to December 31, 2001, the term "Test
      Period" shall mean the period beginning January 1, 2001 and ending on the
      last day of the fiscal quarter then last ended.

            "Three-Month Secondary CD Rate" shall mean, for any day, the
      secondary market rate, expressed as a per annum rate, for three-month
      certificates of deposit reported as being in effect on such day (or, if
      such day shall not be a Business Day, the next preceding Business Day) by
      the Board through the public information telephone line of the Federal
      Reserve Bank of New York (which rate will, under the current practices of
      the Board, be published in Federal Reserve Statistical Release H.15(519)
      during the week following such day), or, if such rate shall not be so
      reported on such day or such next preceding Business Day, the average of
      the secondary market quotations for three-month certificates of deposit of
      major money center banks in New York City received at approximately 10:00
      A.M., New York time, on such day (or, if such day shall not be a Business
      Day, on the next preceding Business Day) by the Administrative Agent from
      three New York City negotiable certificate of deposit dealers of
      recognized standing selected by it.

            "Total Commitment" shall mean the sum of the Total Term Loan
      Commitment and the Total Revolving Credit Commitment.

            "Total Credit Exposure" shall mean, at any date, the sum of (a) the
      Total Revolving Credit Commitment at such date, (b) the Total Term Loan
      Commitment at such date and (c) the outstanding principal amount of all
      Term Loans at such date.

            "Total Term Loan Commitment" shall mean the sum of the Term Loan
      Commitments of all the Lenders.

            "Total Revolving Credit Commitment" shall mean the sum of the Total
      Tranche A Revolving Credit Commitment and the Total Tranche B Revolving
      Credit Commitment.

            "Total Tranche A Revolving Credit Commitment" shall mean the sum of
      the Tranche A Revolving Credit Commitments of all the Lenders.

            "Total Tranche B Revolving Credit Commitment" shall mean the sum of
      the Tranche B Revolving Credit Commitments of all the Lenders.

            "Tranche A Revolving Credit Commitment" shall mean, (a) with respect
      to each Lender that is a Lender on the date hereof, the amount set forth
      opposite such Lender's name on Schedule 1.1(a) as such Lender's "Tranche A
      Revolving Credit Commitment" and (b) in the case of any Lender that
      becomes a Lender after the date hereof, the amount specified as such
      Lender's "Tranche A Revolving Credit Commitment" in the Assignment


                                       25
<PAGE>

      and Acceptance pursuant to which such Lender assumed a portion of the
      Total Tranche A Revolving Credit Commitment, in each case as the same may
      be changed from time to time pursuant to the terms hereof.

            "Tranche A Revolving Credit Commitment Percentage" shall mean at any
      time, for each Lender, the percentage obtained by dividing such Lender's
      Tranche A Revolving Credit Commitment by the Total Tranche A Revolving
      Credit Commitment, provided that at any time when the Total Tranche A
      Revolving Credit Commitment shall have been terminated, each Lender's
      Tranche A Revolving Credit Commitment Percentage shall be its Tranche A
      Revolving Credit Commitment Percentage as in effect immediately prior to
      such termination.

            "Tranche A Revolving Credit Loan" shall have the meaning provided in
      Section 2.1.

            "Tranche A Revolving Credit Maturity Date" shall mean the date that
      is seven years after the Original Closing Date, or, if such date is not a
      Business Day, the next preceding Business Day.

            "Tranche B Repayment Date" shall have the meaning provided in
      Section 2.5(b)(i).

            "Tranche B Revolving Credit Commitment" shall mean, (a) with respect
      to each Lender that is a Lender on the date hereof, the amount set forth
      opposite such Lender's name on Schedule 1.1(a) as such Lender's "Tranche B
      Revolving Credit Commitment" and (b) in the case of any Lender that
      becomes a Lender after the date hereof, the amount specified as such
      Lender's "Tranche B Revolving Credit Commitment" in the Assignment and
      Acceptance pursuant to which such Lender assumed a portion of the Total
      Tranche B Revolving Credit Commitment, in each case as the same may be
      changed from time to time pursuant to the terms hereof.

            "Tranche B Revolving Credit Termination Date" shall mean the date on
      which the Total Tranche B Revolving Credit Commitment shall have been
      terminated and no Tranche B Revolving Credit Loans shall be outstanding.

            "Tranche B Revolving Credit Loan" shall have the meaning provided in
      Section 2.1.

            "Tranche B Revolving Credit Maturity Date" shall mean March 31,
      2004.

            "Tranche B Term Loan" shall mean any loans made to the Borrower by
      any Lender on the Original Closing Date, pursuant to such Lender's Tranche
      B Commitment.

            "Tranche B Term Loan Commitment" shall mean, with respect to each
      Lender, the commitment, if any, of such Lender to make a Tranche B Term
      Loan on the Original Closing Date pursuant to the original Credit
      Agreement.

            "Tranche B Term Loan Maturity Date" shall mean the date that is
      eight years and six months after the Original Closing Date, or, if such
      Date is not a Business Day, the next preceding Business Day.


                                       26
<PAGE>

            "Tranche C Repayment Amount" shall have the meaning provided in
      Section 2.5(b)(ii).

            "Tranche C Repayment Date" shall have the meaning provided in
      Section 2.5(b)(ii).

            "Tranche C Term Loan" shall have the meaning provided in Section
      2.1.

            "Tranche C Term Loan Commitment" shall mean, with respect to each
      Lender, the commitment, if any, of such Lender to make a Tranche C Term
      Loan on November 15, 1999, pursuant to the Original Credit Agreement.

            "Tranche C Term Loan Maturity Date" shall mean April 9, 2007, or, if
      such Date is not a Business Day, the next preceding Business Day.

            "Transaction Expenses" shall mean any fees or expenses incurred or
      paid by the Borrower or any of its Subsidiaries in connection with the
      Acquisitions, the financing therefor and the other transactions
      contemplated hereby and thereby.

            "Transferee" shall have the meaning provided in Section 13.6(e).

            "Type" shall mean (a) as to any Term Loan, its nature as an ABR Loan
      or a Eurodollar Term Loan and (b) as to any Revolving Credit Loan, its
      nature as an ABR Loan or a Eurodollar Revolving Credit Loan.

            "Unfunded Current Liability" of any Plan shall mean the amount, if
      any, by which the present value of the accrued benefits under the Plan as
      of the close of its most recent plan year, determined in accordance with
      Statement of Financial Accounting Standards No. 87 as in effect on the
      date hereof, based upon the actuarial assumptions that would be used by
      the Plan's actuary in a termination of the Plan, exceeds the fair market
      value of the assets allocable thereto.

            "Unpaid Drawing" shall have the meaning provided in Section 3.4(a).

            "Unrestricted Subsidiary" shall mean (a) any Subsidiary of the
      Borrower that is formed or acquired after the Original Closing Date,
      provided that at such time (or promptly thereafter) the Borrower
      designates such Subsidiary an Unrestricted Subsidiary in a written notice
      to the Administrative Agent, (b) any Restricted Subsidiary on the Original
      Closing Date subsequently re-designated as an Unrestricted Subsidiary by
      the Borrower in a written notice to the Administrative Agent, provided
      that such re-designation shall be deemed to be an investment on the date
      of such re-designation in an Unrestricted Subsidiary in an amount equal to
      the sum of (i) the net worth of such re-designated Restricted Subsidiary
      immediately prior to such re-designation (such net worth to be calculated
      without regard to any Guarantee provided by such re-designated Restricted
      Subsidiary) and (ii) the aggregate principal amount of any Indebtedness
      owed by such re-designated Restricted Subsidiary to the Borrower or any
      other Restricted Subsidiary immediately prior to such re-designation, all
      calculated, except as set forth in the parenthetical to clause (i), on a
      consolidated basis in accordance with GAAP, and (c) each Subsidiary of an
      Unrestricted Subsidiary; provided, however, that (i) at the time of any
      written re-designation by the Borrower to the Administrative Agent of any
      Unrestricted Subsidiary as a Restricted Subsidiary, the Unrestricted
      Subsidiary so re-designated shall no longer constitute an Unrestricted
      Subsidiary, (ii) no Unrestricted


                                       27
<PAGE>

      Subsidiary may be re-designated as a Restricted Subsidiary if a Default or
      Event of Default would result from such re-designation and (iii) no
      Restricted Subsidiary may be re-designated as an Unrestricted Subsidiary
      if a Default or Event of Default would result from such re-designation. On
      or promptly after the date of its formation, acquisition or
      re-designation, as applicable, each Unrestricted Subsidiary (other than an
      Unrestricted Subsidiary that is a Foreign Subsidiary) shall have entered
      into a tax sharing agreement containing terms that, in the reasonable
      judgment of the Administrative Agent, provide for an appropriate
      allocation of tax liabilities and benefits.

            "Voting Stock" shall mean, with respect to any Person, shares of
      such Person's capital stock having the right to vote for the election of
      directors of such Person under ordinary circumstances.

            SECTION 2. Amount and Terms of Credit.

            2.1 Commitments. (a) Subject to and upon the terms and conditions
herein set forth, each Lender having a Tranche A Revolving Credit Commitment
severally agrees to make a loan or loans (each a "Tranche A Revolving Credit
Loan" and, collectively, the "Tranche A Revolving Credit Loans") to the
Borrower, which Tranche A Revolving Credit Loans (i) shall be made at any time
and from time to time on and after the Perfection Date and prior to the Tranche
A Revolving Credit Maturity Date, (ii) may, at the option of the Borrower, be
incurred and maintained as, and/or converted into, ABR Loans or Eurodollar
Revolving Credit Loans, provided that all Tranche A Revolving Credit Loans made
by each of the Lenders pursuant to the same Borrowing shall, unless otherwise
specifically provided herein, consist entirely of Tranche A Revolving Credit
Loans of the same Type, (iii) may be repaid and reborrowed in accordance with
the provisions hereof, (iv) shall not exceed for any such Lender at any time
outstanding that aggregate principal amount which, when added to the product of
(x) such Lender's Tranche A Revolving Credit Commitment Percentage and (y) the
sum of (I) the aggregate Letter of Credit Outstanding at such time and (II) the
aggregate principal amount of all Swingline Loans then outstanding, equals the
Tranche A Revolving Credit Commitment of such Lender at such time and (v) shall
not, after giving effect thereto and to the application of the proceeds thereof,
exceed for all Lenders at any time outstanding the aggregate principal amount
that, when added to the sum of (x) the Letter of Credit Outstanding at such time
and (y) the aggregate principal amount of all Swingline Loans then outstanding,
equals the Total Tranche A Revolving Credit Commitment then in effect. On the
Tranche A Revolving Credit Maturity Date, all Tranche A Revolving Credit Loans
shall be repaid in full. All Revolving Credit Loans outstanding immediately
prior to the effectiveness of the amendment and restatement of this Agreement on
the Restatement Date shall remain outstanding and be deemed to be Tranche A
Revolving Credit Loans.

            (b) Subject to and upon the terms and conditions herein set forth,
each Lender having a Tranche B Revolving Credit Commitment severally agrees to
make a loan or loans (each a "Tranche B Revolving Credit Loan" and,
collectively, the "Tranche B Revolving Credit Loans") to the Borrower, which
Tranche B Revolving Credit Loans (i) shall be made at any time and from time to
time on and after the Perfection Date and prior to the Tranche B Revolving
Credit Maturity Date, (ii) may, at the option of the Borrower, be incurred and
maintained as, and/or converted into, ABR Loans or Eurodollar Revolving Credit
Loans, provided that all Tranche B Revolving Credit Loans made by each of the
Lenders pursuant to the same Borrowing shall, unless otherwise specifically
provided herein, consist entirely of Tranche B Revolving Credit Loans of the
same Type, (iii) may be repaid and reborrowed in accordance with the provisions
hereof, (iv) shall not exceed for any such Lender at any time outstanding the
Tranche B Revolving Credit Commitment of such Lender at such time and (v) shall
not, after giving effect


                                       28
<PAGE>

thereto and to the application of the proceeds thereof, exceed for all Lenders
at any time outstanding the Total Tranche B Revolving Credit Commitment then in
effect. On the Tranche B Revolving Credit Maturity Date, all Tranche B Revolving
Credit Loans shall be repaid in full. On the Tranche C Term Loan Maturity Date,
all Tranche C Term Loans shall be repaid in full. On the Tranche B Term Loan
Maturity Date, all Tranche B Term Loans shall be repaid in full.

            (c) Subject to and upon the terms and conditions herein set forth,
Chase in its individual capacity agrees, at any time and from time to time on
and after the Restatement Date and prior to the Swingline Maturity Date, to make
a loan or loans (each a "Swingline Loan" and, collectively, the "Swingline
Loans") to the Borrower, which Swingline Loans (i) shall be ABR Loans, (ii)
shall have the benefit of the provisions of Section 2.1(d), (iii) shall not
exceed at any time outstanding the Swingline Commitment, (iv) shall not, after
giving effect thereto and to the application of the proceeds thereof, exceed in
the aggregate at any time outstanding the principal amount that, when added to
the aggregate principal amount of all Tranche A Revolving Credit Loans then
outstanding and all Letter of Credit Outstanding at such time, equals the Total
Tranche A Revolving Credit Commitment then in effect and (v) may be repaid and
reborrowed in accordance with the provisions hereof. On the Swingline Maturity
Date, each outstanding Swingline Loan shall be repaid in full. Chase shall not
make any Swingline Loan after receiving a written notice from the Borrower or
any Lender stating that a Default or Event of Default exists and is continuing
until such time as Chase shall have received written notice of (i) rescission of
all such notices from the party or parties originally delivering such notice or
(ii) the waiver of such Default or Event of Default in accordance with the
provisions of Section 13.1.

            (d) On any Business Day, Chase may, in its sole discretion, give
notice to the Lenders that all then-outstanding Swingline Loans shall be funded
with a Borrowing of Tranche A Revolving Credit Loans, in which case a Borrowing
of Tranche A Revolving Credit Loans constituting ABR Loans (each such Borrowing,
a "Mandatory Borrowing") shall be made on the immediately succeeding Business
Day by all Lenders pro rata based on each Lender's Revolving Credit Commitment
Percentage, and the proceeds thereof shall be applied directly to Chase to repay
Chase for such outstanding Swingline Loans. Each Lender hereby irrevocably
agrees to make such Tranche A Revolving Credit Loans upon one Business Day's
notice pursuant to each Mandatory Borrowing in the amount and in the manner
specified in the preceding sentence and on the date specified to it in writing
by Chase notwithstanding (i) that the amount of the Mandatory Borrowing may not
comply with the minimum amount for each Borrowing specified in Section 2.2, (ii)
whether any conditions specified in Section 7 are then satisfied, (iii) whether
a Default or an Event of Default has occurred and is continuing, (iv) the date
of such Mandatory Borrowing or (v) any reduction in the Total Commitment after
any such Swingline Loans were made. In the event that, in the sole judgment of
Chase, any Mandatory Borrowing cannot for any reason be made on the date
otherwise required above (including, without limitation, as a result of the
commencement of a proceeding under the Bankruptcy Code in respect of the
Borrower), each Lender hereby agrees that it shall forthwith purchase from Chase
(without recourse or warranty) such participation of the outstanding Swingline
Loans as shall be necessary to cause the Lenders to share in such Swingline
Loans ratably based upon their respective Tranche A Revolving Credit Commitment
Percentages, provided that all principal and interest payable on such Swingline
Loans shall be for the account of Chase until the date the respective
participation is purchased and, to the extent attributable to the purchased
participation, shall be payable to the Lender purchasing same from and after
such date of purchase.

            (e) All Tranche C Term Loans, Tranche B Term Loans and Revolving
Credit Loans that are outstanding immediately prior to the effectiveness of this
Agreement on the Restatement Date shall remain outstanding in accordance with
the terms hereof, subject to repayment and prepayment as provided herein.


                                       29
<PAGE>

            2.2 Minimum Amount of Each Borrowing; Maximum Number of Borrowings.
The aggregate principal amount of each Borrowing of Term Loans, Revolving Credit
Loans or Swingline Loans shall be in a multiple of $100,000 and shall not be
less than the Minimum Borrowing Amount with respect thereto (except that
Mandatory Borrowings shall be made in the amounts required by Section 2.1(d)).
More than one Borrowing may be incurred on any date, provided that at no time
shall there be outstanding more than 20 Borrowings of Eurodollar Loans under
this Agreement.

            2.3 Notice of Borrowing. (a) Whenever the Borrower desires to incur
Revolving Credit Loans hereunder (other than Mandatory Borrowings or borrowings
to repay Unpaid Drawings), it shall give the Administrative Agent at the
Administrative Agent's Office, c/o The Loan and Agency Services Group, (i) prior
to 12:00 Noon (New York time) at least three Business Days' prior written notice
(or telephonic notice promptly confirmed in writing) of each Borrowing of
Eurodollar Revolving Credit Loans and (ii) prior to 12:00 Noon (New York time)
at least one Business Day's prior written notice (or telephonic notice promptly
confirmed in writing) of each Borrowing of ABR Loans. Each such notice (together
with each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(b), a
"Notice of Borrowing"), except as otherwise expressly provided in Section 2.10,
shall be irrevocable and shall specify (i) the aggregate principal amount of the
Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date of
Borrowing (which shall be a Business Day), (iii) whether such Borrowing shall
consist of Tranche A Revolving Credit Loans or Tranche B Revolving Credit Loans
and (iv) whether the respective Borrowing shall consist of ABR Loans or
Eurodollar Revolving Credit Loans and, if Eurodollar Revolving Credit Loans, the
Interest Period to be initially applicable thereto. In the case of a Borrowing
that consists of Tranche B Revolving Credit Loans, the Notice of Borrowing shall
contain a certification of an Authorized Officer of the Borrower that the
conditions set forth in Section 7.3 have been satisfied. The Administrative
Agent shall promptly give each Lender written notice (or telephonic notice
promptly confirmed in writing) of each proposed Borrowing of Revolving Credit
Loans, of such Lender's proportionate share thereof and of the other matters
covered by the related Notice of Borrowing.

            (b) Whenever the Borrower desires to incur Swingline Loans
hereunder, it shall give the Administrative Agent written notice (or telephonic
notice promptly confirmed in writing) of each Borrowing of Swingline Loans prior
to 1:00 P.M. (New York time) on the date of such Borrowing. Each such notice
shall be irrevocable and shall specify (i) the aggregate principal amount of the
Swingline Loans to be made pursuant to such Borrowing and (ii) the date of
Borrowing (which shall be a Business Day). The Administrative Agent shall
promptly give Chase written notice (or telephonic notice promptly confirmed in
writing) of each proposed Borrowing of Swingline Loans and of the other matters
covered by the related Notice of Borrowing.

            (c) Mandatory Borrowings shall be made upon the notice specified in

            Section 2.1(d), with the Borrower irrevocably agreeing, by its
incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set
forth in such Section.

            (d) Borrowings to reimburse Unpaid Drawings shall be made upon the
notice specified in Section 3.4(c).

            (e) Without in any way limiting the obligation of the Borrower to
confirm in writing any notice it may give hereunder by telephone, the
Administrative Agent may act prior to receipt of written confirmation without
liability upon the basis of such telephonic notice believed by the
Administrative Agent in good faith to be from an Authorized Officer of the
Borrower. In


                                       30
<PAGE>

each such case the Borrower hereby waives the right to dispute the
Administrative Agent's record of the terms of any such telephonic notice.

            2.4 Disbursement of Funds. (a) No later than 12:00 Noon (New York
time) on the date specified in each Notice of Borrowing (including Mandatory
Borrowings), each Lender will make available its pro rata portion, if any, of
each Borrowing requested to be made on such date in the manner provided below,
provided that all Swingline Loans shall be made available in the full amount
thereof by Chase no later than 2:00 P.M. (New York time) on the date requested.

            (b) Each Lender shall make available all amounts it is to fund under
any Borrowing in Dollars and immediately available funds to the Administrative
Agent at the Administrative Agent's Office and the Administrative Agent will
(except in the case of Mandatory Borrowings and Borrowings to repay Unpaid
Drawings) make available to the Borrower by depositing to the Borrower's account
at the Administrative Agent's Office the aggregate of the amounts so made
available in Dollars and the type of funds received. Unless the Administrative
Agent shall have been notified by any Lender prior to the date of any such
Borrowing that such Lender does not intend to make available to the
Administrative Agent its portion of the Borrowing or Borrowings to be made on
such date, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such date of Borrowing, and the
Administrative Agent, in reliance upon such assumption, may (in its sole
discretion and without any obligation to do so) make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent by such Lender and the Administrative Agent has made
available same to the Borrower, the Administrative Agent shall be entitled to
recover such corresponding amount from such Lender. If such Lender does not pay
such corresponding amount forthwith upon the Administrative Agent's demand
therefor, the Administrative Agent shall promptly notify the Borrower, and the
Borrower shall immediately pay such corresponding amount to the Administrative
Agent. The Administrative Agent shall also be entitled to recover from such
Lender or the Borrower, as the case may be, interest on such corresponding
amount in respect of each day from the date such corresponding amount was made
available by the Administrative Agent to the Borrower to the date such
corresponding amount is recovered by the Administrative Agent, at a rate per
annum equal to (i) if paid by such Lender, the Federal Funds Effective Rate or
(ii) if paid by the Borrower, the then-applicable rate of interest, calculated
in accordance with Section 2.8, for the respective Loans.

            (c) Nothing in this Section 2.4 shall be deemed to relieve any
Lender from its obligation to fulfill its commitments hereunder or to prejudice
any rights that the Borrower may have against any Lender as a result of any
default by such Lender hereunder (it being understood, however, that no Lender
shall be responsible for the failure of any other Lender to fulfill its
commitments hereunder).

            2.5 Repayment of Loans; Evidence of Debt. (a) The Borrower shall
repay to the Administrative Agent, for the benefit of the Lenders, (i) (A) on
the Tranche B Term Loan Maturity Date, the then-unpaid Tranche B Term Loans and
(B) on the Tranche C Term Loan Maturity Date, the then-unpaid Tranche C Term
Loans, and (ii) (A) on the Tranche A Revolving Credit Maturity Date, the
then-unpaid Tranche A Revolving Credit Loans and (B) on the Tranche B Revolving
Credit Maturity Date, the then-unpaid Tranche B Revolving Credit Loans. The
Borrower shall repay to the Administrative Agent, for the account of Chase, on
the Swingline Maturity Date, the then-unpaid Swingline Loans.

            (b)(i) The Borrower shall repay to the Administrative Agent, for the
benefit of the Lenders of Tranche B Term Loans, on each date set forth below
(each a "Tranche B Repayment


                                       31
<PAGE>

Date"), the principal amount of the Tranche B Term Loans set forth below
opposite such Tranche B Repayment Date (each a "Tranche B Repayment Amount"):

    Number of Months                       Tranche B
From Original Closing Date             Repayment Amount
--------------------------             ----------------

          36                            $  2,000,000
          48                               2,000,000
          60                               2,000,000
          72                               2,000,000
          84                               2,000,000
          96                               2,000,000
         102                             184,000,000

            (ii) The Borrower shall repay to the Administrative Agent, for the
benefit of the Lenders of Tranche C Term Loans, on each date set forth below
(each a "Tranche C Repayment Date"), the principal amount of the Tranche C Term
Loans set forth below opposite such Tranche C Repayment Date (each a "Tranche C
Repayment Amount"):

  Tranche C                           Tranche C
Repayment Date                    Repayment Amount
--------------                    ----------------

April 9, 2001                       $ 1,000,000
April 9, 2002                         1,000,000
April 9, 2003                         1,000,000
April 9, 2004                         1,000,000
April 9, 2005                         1,000,000
April 9, 2006                         1,000,000
April 9, 2007                        93,000,000

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

            (d) The Administrative Agent shall maintain the Register pursuant to
Section 13.6, and a subaccount for each Lender, in which Register and
subaccounts (taken together) shall be recorded (i) the amount of each Loan made
hereunder, whether such Loan is a Term Loan, a Revolving Credit Loan or a
Swingline Loan, the Type of each Loan made, the Tranche of each Loan and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender or
Chase hereunder and (iii) the amount of any sum received by the Agent hereunder
from the Borrower and each Lender's share thereof.

            (e) The entries made in the Register and accounts and subaccounts
maintained pursuant to paragraphs (c) and (d) of this Section 2.5 shall, to the
extent permitted by applicable


                                       32
<PAGE>

law, be prima facie evidence of the existence and amounts of the obligations of
the Borrower therein recorded; provided, however, that the failure of any Lender
or the Administrative Agent to maintain such account, such Register or such
subaccount, as applicable, or any error therein, shall not in any manner affect
the obligation of the Borrower to repay (with applicable interest) the Loans
made to the Borrower by such Lender in accordance with the terms of this
Agreement.

            (f) The amortization schedules set forth in clauses (i) and (ii) of
paragraph (b) of this Section do not reflect any adjustments for prepayments of
Tranche B Term Loans or Tranche C Term Loans made pursuant to the Original
Credit Agreement prior to the Restatement Date. It is hereby acknowledged and
agreed that all reductions of scheduled principal payments in respect of Tranche
B Term Loans or Tranche C Term Loans that were made pursuant to the Original
Credit Agreement as a result of prepayments made under the Original Credit
Agreement prior to the Restatement Date shall apply to reduce the applicable
scheduled principal payments set forth in this Agreement.

            2.6 Conversions and Continuations. (a) The Borrower shall have the
option on any Business Day to convert all or a portion equal to at least the
Minimum Borrowing Amount of the outstanding principal amount of Term Loans or
Revolving Credit Loans of one Type into a Borrowing or Borrowings of another
Type or to continue the outstanding principal amount of any Eurodollar Term
Loans or Eurodollar Revolving Credit Loans as Eurodollar Term Loans or
Eurodollar Revolving Credit Loans, as the case may be, for an additional
Interest Period, provided that (i) no partial conversion of Eurodollar Term
Loans or Eurodollar Revolving Credit Loans shall reduce the outstanding
principal amount of Eurodollar Term Loans or Eurodollar Revolving Credit Loans
made pursuant to a single Borrowing to less than the Minimum Borrowing Amount,
(ii) ABR Loans may not be converted into Eurodollar Term Loans or Eurodollar
Revolving Credit Loans if a Default or Event of Default is in existence on the
date of the conversion and the Administrative Agent has or the Required Lenders
have determined in its or their sole discretion not to permit such conversion,
(iii) Eurodollar Loans may not be continued as Eurodollar Term Loans or
Eurodollar Revolving Credit Loans for an additional Interest Period if a Default
or Event of Default is in existence on the date of the proposed continuation and
the Administrative Agent has or the Required Lenders have determined in its or
their sole discretion not to permit such continuation and (iv) Borrowings
resulting from conversions pursuant to this Section 2.6 shall be limited in
number as provided in Section 2.2. Each such conversion or continuation shall be
effected by the Borrower by giving the Administrative Agent at the
Administrative Agent's Office prior to 12:00 Noon (New York time) at least three
Business Days' (or one Business Day's notice in the case of a conversion into
ABR Loans) prior written notice (or telephonic notice promptly confirmed in
writing) (each a "Notice of Conversion or Continuation") specifying the Term
Loans or Revolving Credit Loans to be so converted or continued, the Type of
Term Loans or Revolving Credit Loans to be converted or continued into and, if
such Term Loans or Revolving Credit Loans are to be converted into or continued
as Eurodollar Term Loans or Eurodollar Revolving Credit Loans, the Interest
Period to be initially applicable thereto. The Administrative Agent shall give
each Lender notice as promptly as practicable of any such proposed conversion or
continuation affecting any of its Term Loans or Revolving Credit Loans.

            (b) If any Default or Event of Default is in existence at the time
of any proposed continuation of any Eurodollar Term Loans or Eurodollar
Revolving Credit Loans and the Administrative Agent has or the Required Lenders
have determined in its or their sole discretion not to permit such continuation,
such Eurodollar Term Loans or Eurodollar Revolving Credit Loans shall be
automatically converted on the last day of the current Interest Period into ABR
Loans. If upon the expiration of any Interest Period in respect of Eurodollar
Term Loans or Eurodollar Revolving Credit Loans, the Borrower has failed to
elect a new Interest Period to be


                                       33
<PAGE>

applicable thereto as provided in paragraph (a) above, the Borrower shall be
deemed to have elected to convert such Borrowing of Eurodollar Term Loans or
Eurodollar Revolving Credit Loans, as the case may be, into a Borrowing of ABR
Loans effective as of the expiration date of such current Interest Period.

            2.7 Pro Rata Borrowings. Each Borrowing of Term Loans or Revolving
Credit Loans under this Agreement shall be granted by the Lenders pro rata on
the basis of their then-applicable Commitments. It is understood that no Lender
shall be responsible for any default by any other Lender in its obligation to
make Loans hereunder and that each Lender shall be obligated to make the Loans
provided to be made by it hereunder, regardless of the failure of any other
Lender to fulfill its commitments hereunder.

            2.8 Interest. (a) The unpaid principal amount of each ABR Loan shall
bear interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at a rate per annum that shall at all times be the
Applicable ABR Margin plus the ABR in effect from time to time.

            (b) The unpaid principal amount of each Eurodollar Term Loan or
Eurodollar Revolving Credit Loan shall bear interest from the date of the
Borrowing thereof until maturity thereof (whether by acceleration or otherwise)
at a rate per annum that shall at all times be the Applicable Eurodollar Margin
in effect from time to time plus the relevant Eurodollar Rate.

            (c) If all or a portion of (i) the principal amount of any Loan or
(ii) any interest payable thereon shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum that is (x) in the case of overdue principal, the
rate that would otherwise be applicable thereto plus 2% or (y) in the case of
any overdue interest, to the extent permitted by applicable law, the rate
described in Section 2.8(a) plus 2% from and including the date of such
non-payment to but excluding the date on which such amount is paid in full
(after as well as before judgment).

            (d) Interest on each Loan shall accrue from and including the date
of any Borrowing to but excluding the date of any repayment thereof and shall be
payable (i) in respect of each ABR Loan, quarterly in arrears on the last day of
each March, June, September and December, (ii) in respect of each Eurodollar
Term Loan or Eurodollar Revolving Credit Loan, on the last day of each Interest
Period applicable thereto and, in the case of an Interest Period in excess of
three months, on each date occurring at three-month intervals after the first
day of such Interest Period, (iii) in respect of each Loan (except, in the case
of prepayments, any ABR Loan), on any prepayment (on the amount prepaid), at
maturity (whether by acceleration or otherwise) and, after such maturity, on
demand.

            (e) All computations of interest hereunder shall be made in
accordance with Section 5.5.

            (f) The Administrative Agent, upon determining the interest rate for
any Borrowing of Eurodollar Loans, shall promptly notify the Borrower and the
relevant Lenders thereof. Each such determination shall, absent clearly
demonstrable error, be final and conclusive and binding on all parties hereto.

            2.9 Interest Periods. At the time the Borrower gives a Notice of
Borrowing or Notice of Conversion or Continuation in respect of the making of,
or conversion into or continuation as, a Borrowing of Eurodollar Term Loans or
Eurodollar Revolving Credit Loans (in the case of the initial Interest Period
applicable thereto) or prior to 10:00 A.M. (New York


                                       34
<PAGE>

time) on the third Business Day prior to the expiration of an Interest Period
applicable to a Borrowing of Eurodollar Term Loans or Eurodollar Revolving
Credit Loans, the Borrower shall have the right to elect by giving the
Administrative Agent written notice (or telephonic notice promptly confirmed in
writing) the Interest Period applicable to such Borrowing, which Interest Period
shall, at the option of the Borrower, be a one, two, three, six or (in the case
of Revolving Credit Loans, if available to all the Lenders making such loans as
determined by such Lenders in good faith based on prevailing market conditions)
a nine or twelve month period, provided that the initial Interest Period may be
for a period less than one month if agreed upon by the Borrower and the Agents.
Notwithstanding anything to the contrary contained above:

               (a) the initial Interest Period for any Borrowing of Eurodollar
      Term Loans or Eurodollar Revolving Credit Loans shall commence on the date
      of such Borrowing (including the date of any conversion from a Borrowing
      of ABR Loans) and each Interest Period occurring thereafter in respect of
      such Borrowing shall commence on the day on which the next preceding
      Interest Period expires;

               (b) if any Interest Period relating to a Borrowing of Eurodollar
       Term Loans or Eurodollar Revolving Credit Loans begins on the last
       Business Day of a calendar month or begins on a day for which there is no
       numerically corresponding day in the calendar month at the end of such
       Interest Period, such Interest Period shall end on the last Business Day
       of the calendar month at the end of such Interest Period;

               (c) if any Interest Period would otherwise expire on a day that
      is not a Business Day, such Interest Period shall expire on the next
      succeeding Business Day, provided that if any Interest Period in respect
      of a Eurodollar Term Loan or Eurodollar Revolving Credit Loan would
      otherwise expire on a day that is not a Business Day but is a day of the
      month after which no further Business Day occurs in such month, such
      Interest Period shall expire on the next preceding Business Day; and

               (d) the Borrower shall not be entitled to elect any Interest
       Period in respect of any Eurodollar Term Loan or Eurodollar Revolving
       Credit Loan if such Interest Period would extend beyond the applicable
       Maturity Date of such Loan.

            2.10 Increased Costs, Illegality, etc. (a) In the event that (x) in
the case of clause (i) below, the Administrative Agent or (y) in the case of
clauses (ii) and (iii) below, any Lender shall have reasonably determined (which
determination shall, absent clearly demonstrable error, be final and conclusive
and binding upon all parties hereto):

             (i) on any date for determining the Eurodollar Rate for any
       Interest Period that, by reason of any changes arising on or after the
       Restatement Date affecting the interbank Eurodollar market, adequate and
       fair means do not exist for ascertaining the applicable interest rate on
       the basis provided for in the definition of Eurodollar Rate; or

             (ii) at any time, that such Lender shall incur increased costs or
       reductions in the amounts received or receivable hereunder with respect
       to any Eurodollar Loans (other than any such increase or reduction
       attributable to taxes) because of (x) any change since the date hereof in
       any applicable law, governmental rule, regulation, guideline or order (or
       in the interpretation or administration thereof and including the
       introduction of any new law or governmental rule, regulation, guideline
       or order), such as, for example, but not limited to, a change in official
       reserve requirements, and/or (y) other circumstances affecting the
       interbank Eurodollar market or the position of such Lender in such
       market; or


                                       35
<PAGE>

            (iii) at any time, that the making or continuance of any Eurodollar
       Loan has become unlawful by compliance by such Lender in good faith with
       any law, governmental rule, regulation, guideline or order (or would
       conflict with any such governmental rule, regulation, guideline or order
       not having the force of law even though the failure to comply therewith
       would not be unlawful), or has become impracticable as a result of a
       contingency occurring after the date hereof that materially and adversely
       affects the interbank Eurodollar market;

then, and in any such event, such Lender (or the Administrative Agent, in the
case of clause (i) above) shall within a reasonable time thereafter give notice
(if by telephone confirmed in writing) to the Borrower and to the Administrative
Agent of such determination (which notice the Administrative Agent shall
promptly transmit to each of the other Lenders). Thereafter (x) in the case of
clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans
shall no longer be available until such time as the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such
notice by the Administrative Agent no longer exist (which notice the
Administrative Agent agrees to give at such time when such circumstances no
longer exist), and any Notice of Borrowing or Notice of Conversion given by the
Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit
Loans that have not yet been incurred shall be deemed rescinded by the Borrower,
(y) in the case of clause (ii) above, the Borrower shall pay to such Lender,
promptly after receipt of written demand therefor, such additional amounts (in
the form of an increased rate of, or a different method of calculating, interest
or otherwise as such Lender in its reasonable discretion shall determine) as
shall be required to compensate such Lender for such increased costs or
reductions in amounts receivable hereunder (it being agreed that a written
notice as to the additional amounts owed to such Lender, showing in reasonable
detail the basis for the calculation thereof, submitted to the Borrower by such
Lender shall, absent clearly demonstrable error, be final and conclusive and
binding upon all parties hereto) and (z) in the case of clause (iii) above, the
Borrower shall take one of the actions specified in Section 2.10(b) as promptly
as possible and, in any event, within the time period required by law.

            (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii)
shall) either (i) if the affected Eurodollar Loan is then being made pursuant to
a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic
notice (confirmed promptly in writing) thereof on the same date that the
Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or
(ii) if the affected Eurodollar Loan is then outstanding, upon at least three
Business Days' notice to the Administrative Agent, require the affected Lender
to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan
into an ABR Loan, provided that if more than one Lender is affected at any time,
then all affected Lenders must be treated in the same manner pursuant to this
Section 2.10(b).

            (c) If, after the date hereof, the adoption of any applicable law,
rule or regulation regarding capital adequacy, or any change therein, or any
change in the interpretation or administration thereof by any governmental
authority, the National Association of Insurance Commissioners, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by a Lender or its parent with any request or directive made or
adopted after the date hereof regarding capital adequacy (whether or not having
the force of law) of any such authority, association, central bank or comparable
agency, has or would have the effect of reducing the rate of return on such
Lender's or its parent's capital or assets as a consequence of such Lender's
commitments or obligations hereunder to a level below that which such Lender or
its parent could have achieved but for such adoption, effectiveness, change or


                                       36
<PAGE>

compliance (taking into consideration such Lender's or its parent's policies
with respect to capital adequacy), then from time to time, promptly after demand
by such Lender (with a copy to the Administrative Agent), the Borrower shall pay
to such Lender such additional amount or amounts as will compensate such Lender
or its parent for such reduction, it being understood and agreed, however, that
a Lender shall not be entitled to such compensation as a result of such Lender's
compliance with, or pursuant to any request or directive to comply with, any
such law, rule or regulation as in effect on the date hereof. Each Lender, upon
determining in good faith that any additional amounts will be payable pursuant
to this Section 2.10(c), will give prompt written notice thereof to the
Borrower, which notice shall set forth in reasonable detail the basis of the
calculation of such additional amounts, although the failure to give any such
notice shall not, subject to Section 2.13, release or diminish any of the
Borrower's obligations to pay additional amounts pursuant to this Section
2.10(c) upon receipt of such notice.

            2.11 Compensation. If (a) any payment of principal of any Eurodollar
Term Loan or Eurodollar Revolving Credit Loan is made by the Borrower to or for
the account of a Lender other than on the last day of the Interest Period for
such Eurodollar Loan as a result of a payment or conversion pursuant to Section
2.5, 2.6, 2.10, 5.1, 5.2 or 13.7, as a result of acceleration of the maturity of
the Loans pursuant to Section 11 or for any other reason, (b) any Borrowing of
Eurodollar Term Loans or Eurodollar Revolving Credit Loans is not made as a
result of a withdrawn Notice of Borrowing, (c) any ABR Loan is not converted
into a Eurodollar Term Loan or Eurodollar Revolving Credit Loan as a result of a
withdrawn Notice of Conversion or Continuation, (d) any Eurodollar Loan is not
continued as a Eurodollar Term Loan or Eurodollar Revolving Credit Loan as a
result of a withdrawn Notice of Conversion or Continuation or (e) any prepayment
of principal of any Eurodollar Term Loan or Eurodollar Revolving Credit Loan is
not made as a result of a withdrawn notice of prepayment pursuant to Section 5.1
or 5.2, the Borrower shall, after receipt of a written request by such Lender
(which request shall set forth in reasonable detail the basis for requesting
such amount), pay to the Administrative Agent for the account of such Lender any
amounts required to compensate such Lender for any additional losses, costs or
expenses that such Lender may reasonably incur as a result of such payment,
failure to convert, failure to continue or failure to prepay, including, without
limitation, any loss, cost or expense (excluding loss of anticipated profits)
actually incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by any Lender to fund or maintain such Eurodollar Loan.

            2.12 Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 2.10(a)(ii),
2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if
requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Lender) to designate another lending office for any Loans
affected by such event, provided that such designation is made on such terms
that such Lender and its lending office suffer no economic, legal or regulatory
disadvantage, with the object of avoiding the consequence of the event giving
rise to the operation of any such Section. Nothing in this Section 2.12 shall
affect or postpone any of the obligations of the Borrower or the right of any
Lender provided in Section 2.10, 3.5 or 5.4.

            2.13 Notice of Certain Costs. Notwithstanding anything in this
Agreement to the contrary, to the extent any notice required by Section 2.10,
2.11, 3.5 or 5.4 is given by any Lender more than 180 days after such Lender has
knowledge (or should have had knowledge) of the occurrence of the event giving
rise to the additional cost, reduction in amounts, loss, tax or other additional
amounts described in such Sections, such Lender shall not be entitled to
compensation under Section 2.10, 2.11, 3.5 or 5.4, as the case may be, for any
such amounts incurred or accruing prior to the giving of such notice to the
Borrower.


                                       37
<PAGE>

            SECTION 3. Letters of Credit.

            3.1 Letters of Credit. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower, at any time and from time to time on
or after the Restatement Date and prior to the L/C Maturity Date, may request
that the Letter of Credit Issuer issue for the account of the Borrower, a
standby letter of credit or sight trade letters of credit in such form as may be
approved by the Letter of Credit Issuer in its reasonable discretion. Each
Letter of Credit previously issued pursuant to the Original Credit Agreement
shall remain outstanding in accordance with the terms hereof and of such Letter
of Credit.

            (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be
issued the Stated Amount of which, when added to the Letter of Credit
Outstanding at such time, would exceed the Letter of Credit Commitment then in
effect; (ii) no Letter of Credit shall be issued the Stated Amount of which,
when added to the sum of (x) the Letter of Credit Outstanding at such time and
(y) the aggregate principal of all Tranche A Revolving Credit Loans and
Swingline Loans then outstanding, would exceed the Total Tranche A Revolving
Credit Commitment then in effect; (iii) each Letter of Credit shall have an
expiry date occurring no later than one year after the date of issuance thereof,
unless otherwise agreed upon by the Administrative Agent and the Letter of
Credit Issuer, provided that in no event shall such expiry date occur later than
the L/C Maturity Date; (iv) each Letter of Credit shall be denominated in
Dollars; and (v) no Letter of Credit shall be issued by the Letter of Credit
Issuer after it has received a written notice from the Borrower or any Lender
stating that a Default or Event of Default has occurred and is continuing until
such time as the Letter of Credit Issuer shall have received a written notice of
(x) rescission of such notice from the party or parties originally delivering
such notice or (y) the waiver of such Default or Event of Default in accordance
with the provisions of Section 13.1.

            (c) Upon at least one Business Day's prior written notice (or
telephonic notice promptly confirmed in writing) to the Administrative Agent and
the Letter of Credit Issuer (which notice the Administrative Agent shall
promptly transmit to each of the Lenders), the Borrower shall have the right, on
any day, permanently to terminate or reduce the Letter of Credit Commitment in
whole or in part, provided that, after giving effect to such termination or
reduction, the Letter of Credit Outstanding shall not exceed the Letter of
Credit Commitment.

            3.2 Letter of Credit Requests. (a) Whenever the Borrower desires
that a Letter of Credit be issued for its account, it shall give the
Administrative Agent and the Letter of Credit Issuer at least five (or such
lesser number as may be agreed upon by the Administrative Agent and the Letter
of Credit Issuer) Business Days' written notice thereof. Each notice shall be
executed by the Borrower and shall be in the form of Exhibit G (each a "Letter
of Credit Request"). The Administrative Agent shall promptly transmit copies of
each Letter of Credit Request to each Lender.

            (b) The making of each Letter of Credit Request shall be deemed to
be a representation and warranty by the Borrower that the Letter of Credit may
be issued in accordance with, and will not violate the requirements of, Section
3.1(b).

            3.3 Letter of Credit Participations. (a) Immediately upon the
issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of
Credit Issuer shall be deemed to have sold and transferred to each other Lender
that has a Tranche A Revolving Credit Commitment (each such other Lender, in its
capacity under this Section 3.3, an "L/C Participant"), and each such L/C
Participant shall be deemed irrevocably and unconditionally to have purchased
and received from the Letter of Credit Issuer, without recourse or warranty, an
undivided interest and participation (each an "L/C Participation"), to the
extent of such L/C Participant's Tranche A


                                       38
<PAGE>

Revolving Credit Commitment Percentage, in such Letter of Credit, each
substitute letter of credit, each drawing made thereunder and the obligations of
the Borrower under this Agreement with respect thereto, and any security
therefor or guaranty pertaining thereto (although Letter of Credit Fees will be
paid directly to the Administrative Agent for the ratable account of the L/C
Participants as provided in Section 4.1(b) and the L/C Participants shall have
no right to receive any portion of any Fronting Fees).

            (b) In determining whether to pay under any Letter of Credit, the
Letter of Credit Issuer shall have no obligation relative to the L/C
Participants other than to confirm that any documents required to be delivered
under such Letter of Credit have been delivered and that they appear to comply
on their face with the requirements of such Letter of Credit. Any action taken
or omitted to be taken by the Letter of Credit Issuer under or in connection
with any Letter of Credit issued by it, if taken or omitted in the absence of
gross negligence or willful misconduct, shall not create for the Letter of
Credit Issuer any resulting liability.

            (c) In the event that the Letter of Credit Issuer makes any payment
under any Letter of Credit issued by it and the Borrower shall not have repaid
such amount in full to the Letter of Credit Issuer pursuant to Section 3.4(a),
the Letter of Credit Issuer shall promptly notify the Administrative Agent and
each L/C Participant of such failure, and each L/C Participant shall promptly
and unconditionally pay to the Administrative Agent, for the account of the
Letter of Credit Issuer, the amount of such L/C Participant's Tranche A
Revolving Credit Commitment Percentage of such unreimbursed payment in Dollars
and in same day funds; provided, however, that no L/C Participant shall be
obligated to pay to the Administrative Agent for the account of the Letter of
Credit Issuer its Tranche A Revolving Credit Commitment Percentage of such
unreimbursed amount arising from any wrongful payment made by the Letter of
Credit Issuer under a Letter of Credit as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of the Letter of
Credit Issuer. If the Letter of Credit Issuer so notifies, prior to 11:00 A.M.
(New York time) on any Business Day, any L/C Participant required to fund a
payment under a Letter of Credit, such L/C Participant shall make available to
the Administrative Agent for the account of the Letter of Credit Issuer such L/C
Participant's Revolving Credit Commitment Percentage of the amount of such
payment on such Business Day in same day funds. If and to the extent such L/C
Participant shall not have so made its Tranche A Revolving Credit Commitment
Percentage of the amount of such payment available to the Administrative Agent
for the account of the Letter of Credit Issuer, such L/C Participant agrees to
pay to the Administrative Agent for the account of the Letter of Credit Issuer,
forthwith on demand, such amount, together with interest thereon for each day
from such date until the date such amount is paid to the Administrative Agent
for the account of the Letter of Credit Issuer at the Federal Funds Effective
Rate. The failure of any L/C Participant to make available to the Administrative
Agent for the account of the Letter of Credit Issuer its Tranche A Revolving
Credit Commitment Percentage of any payment under any Letter of Credit shall not
relieve any other L/C Participant of its obligation hereunder to make available
to the Administrative Agent for the account of the Letter of Credit Issuer its
Tranche A Revolving Credit Commitment Percentage of any payment under such
Letter of Credit on the date required, as specified above, but no L/C
Participant shall be responsible for the failure of any other L/C Participant to
make available to the Administrative Agent such other L/C Participant's Tranche
A Revolving Credit Commitment Percentage of any such payment.

            (d) Whenever the Letter of Credit Issuer receives a payment in
respect of an unpaid reimbursement obligation as to which the Administrative
Agent has received for the account of the Letter of Credit Issuer any payments
from the L/C Participants pursuant to paragraph (c) above, the Letter of Credit
Issuer shall pay to the Administrative Agent and the Administrative Agent shall
promptly pay to each L/C Participant that has paid its Tranche A


                                       39
<PAGE>

Revolving Credit Commitment Percentage of such reimbursement obligation, in
Dollars and in same day funds, an amount equal to such L/C Participant's share
(based upon the proportionate aggregate amount originally funded by such L/C
Participant to the aggregate amount funded by all L/C Participants) of the
principal amount of such reimbursement obligation and interest thereon accruing
after the purchase of the respective L/C Participations.

            (e) The obligations of the L/C Participants to make payments to the
Administrative Agent for the account of the Letter of Credit Issuer with respect
to Letters of Credit shall be irrevocable and not subject to counterclaim,
set-off or other defense or any other qualification or exception whatsoever and
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances, including, without limitation, any of the following
circumstances:

                        (i) any lack of validity or enforceability of this
            Agreement or any o of the other Credit Documents;

                        (ii) the existence of any claim, set-off, defense or
            other right that the Borrower may have at any time against a
            beneficiary named in a Letter of Credit, any transferee of any
            Letter of Credit (or any Person for whom any such transferee may be
            acting), the Administrative Agent, the Letter of Credit Issuer, any
            Lender or other Person, whether in connection with this Agreement,
            any Letter of Credit, the transactions contemplated herein or any
            unrelated transactions (including any underlying transaction between
            the Borrower and the beneficiary named in any such Letter of
            Credit);

                        (iii) any draft, certificate or any other document
            presented under any 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;

                        (iv) the surrender or impairment of any security for the
            performance or observance of any of the terms of any of the Credit
            Documents; or

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

provided, however, that no L/C Participant shall be obligated to pay to the
Administrative Agent for the account of the Letter of Credit Issuer its Tranche
A Revolving Credit Commitment Percentage of any unreimbursed amount arising from
any wrongful payment made by the Letter of Credit Issuer under a Letter of
Credit as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of the Letter of Credit Issuer.

            3.4 Agreement to Repay Letter of Credit Drawings. (a) The Borrower
hereby agrees to reimburse the Letter of Credit Issuer, by making payment to the
Administrative Agent in Dollars in immediately available funds at the
Administrative Agent's Office, for any payment or disbursement made by the
Letter of Credit Issuer under any Letter of Credit (each such amount so paid
until reimbursed, an "Unpaid Drawing") immediately after, and in any event on
the date of, such payment, with interest on the amount so paid or disbursed by
the Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 P.M.
(New York time) on the date of such payment or disbursement, from and including
the date paid or disbursed to but excluding the date the Letter of Credit Issuer
is reimbursed therefor, at a rate per annum that shall at all times be the
Applicable ABR Margin plus the ABR as in effect from time to time, provided
that, notwithstanding anything contained in this Agreement to the contrary, (i)
unless the Borrower shall have notified the Administrative Agent and the Letter
of Credit Issuer prior to 10:00 A.M. on the date of such drawing that the
Borrower intends to reimburse the Letter of Credit Issuer for


                                       40
<PAGE>

the amount of such drawing with funds other than the proceeds of Loans, the
Borrower shall be deemed to have given a Notice of Borrowing to the
Administrative Agent requesting that the Lenders make Tranche A Revolving Credit
Loans (which shall initially be ABR Loans) on the date on which such drawing is
honored in an amount equal to the amount of such drawing and (ii) each Lender
shall, on such date, make Tranche A Revolving Credit Loans in an amount equal to
such Lender's pro rata portion of such Borrowing in accordance with the
provisions of Section 2.4.

            (b) The Borrower's obligations under this Section 3.4 to reimburse
the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment that the Borrower or any other Person may have or have had against the
Letter of Credit Issuer, the Administrative Agent or any Lender (including in
its capacity as an L/C Participant), including, without limitation, any defense
based upon the failure of any drawing under a Letter of Credit (each a
"Drawing") to conform to the terms of the Letter of Credit or any
non-application or misapplication by the beneficiary of the proceeds of such
Drawing, provided that the Borrower shall not be obligated to reimburse the
Letter of Credit Issuer for any wrongful payment made by the Letter of Credit
Issuer under the Letter of Credit issued by it as a result of acts or omissions
constituting willful misconduct or gross negligence on the part of the Letter of
Credit Issuer.

            (c) Each payment by the Letter of Credit Issuer under any Letter of
Credit shall constitute a request by the Borrower for an ABR Tranche A Revolving
Credit Loan in the amount of the Unpaid Drawing in respect of such Letter of
Credit. The Letter of Credit Issuer shall notify the Borrower and the
Administrative Agent, by 10:00 A.M. (New York time) on any Business Day on which
the Letter of Credit Issuer intends to honor a drawing under a Letter of Credit,
of (i) the Letter of Credit Issuer's intention to honor such drawing and (ii)
the amount of such drawing. Unless otherwise instructed by the Borrower by 10:30
A.M. (New York time) on such Business Day, the Administrative Agent shall
promptly notify each Lender of such drawing and the amount of its Tranche A
Revolving Credit Loan to be made in respect thereof, and each Lender shall be
irrevocably obligated to make an ABR Tranche A Revolving Credit Loan to the
Borrower in the amount of its Tranche A Revolving Credit Commitment Percentage
of the applicable Unpaid Drawing by 12:00 noon (New York time) on such Business
Day by making the amount of such Tranche A Revolving Credit Loan available to
the Administrative Agent at the Administrative Agent's Office. Such Tranche A
Revolving Credit Loans shall be made without regard to the Minimum Borrowing
Amount. The Administrative Agent shall use the proceeds of such Tranche A
Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit
Issuer for the related Unpaid Drawing.

            3.5 Increased Costs. If after the Original Closing Date, the
adoption of any applicable law, rule or regulation, or any change therein, or
any change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or actual compliance by the Letter of Credit Issuer or
any L/C Participant with any request or directive made or adopted after the date
hereof (whether or not having the force of law), by any such authority, central
bank or comparable agency shall either (a) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against letters of
credit issued by the Letter of Credit Issuer, or any L/C Participant's L/C
Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C
Participant any other conditions affecting its obligations under this Agreement
in respect of Letters of Credit or L/C Participations therein or any Letter of
Credit or such L/C Participant's L/C Participation therein; and the result of
any of the foregoing is to increase the cost to the Letter of Credit Issuer or
such L/C Participant of issuing, maintaining or participating


                                       41
<PAGE>

in any Letter of Credit, or to reduce the amount of any sum received or
receivable by the Letter of Credit Issuer or such L/C Participant hereunder
(other than any such increase or reduction attributable to taxes) in respect of
Letters of Credit or L/C Participations therein, then, promptly after receipt of
written demand to the Borrower by the Letter of Credit Issuer or such L/C
Participant, as the case may be (a copy of which notice shall be sent by the
Letter of Credit Issuer or such L/C Participant to the Administrative Agent),
the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant
such additional amount or amounts as will compensate the Letter of Credit Issuer
or such L/C Participant for such increased cost or reduction, it being
understood and agreed, however, that the Letter of Credit Issuer or a L/C
Participant shall not be entitled to such compensation as a result of such
Person's compliance with, or pursuant to any request or directive to comply
with, any such law, rule or regulation as in effect on the date hereof. A
certificate submitted to the Borrower by the Letter of Credit Issuer or a L/C
Participant, as the case may be (a copy of which certificate shall be sent by
the Letter of Credit Issuer or such L/C Participant to the Administrative
Agent), setting forth in reasonable detail the basis for the determination of
such additional amount or amounts necessary to compensate the Letter of Credit
Issuer or such L/C Participant as aforesaid shall be conclusive and binding on
the Borrower absent clearly demonstrable error.

            3.6 Successor Letter of Credit Issuer. The Letter of Credit Issuer
may resign as Letter of Credit Issuer upon 60 days' prior written notice to the
Administrative Agent, the Lenders and the Borrower. If the Letter of Credit
Issuer shall resign as Letter of Credit Issuer under this Agreement, then the
Borrower shall appoint from among the Lenders with Revolving Credit Commitments
a successor issuer of Letters of Credit, whereupon such successor issuer shall
succeed to the rights, powers and duties of the Letter of Credit Issuer, and the
term "Letter of Credit Issuer" shall mean such successor issuer effective upon
such appointment. At the time such resignation shall become effective, the
Borrower shall pay to the resigning Letter of Credit Issuer all accrued and
unpaid fees pursuant to Sections 4.1(c) and (d). The acceptance of any
appointment as the Letter of Credit Issuer hereunder by a successor Lender shall
be in the sole discretion of such Lender and shall be evidenced by an agreement
entered into by such successor, in a form satisfactory to the Borrower and the
Administrative Agent and, from and after the effective date of such agreement,
such successor Lender shall have all the rights and obligations of the previous
Letter of Credit Issuer under this Agreement and the other Credit Documents.
After the resignation of the Letter of Credit Issuer hereunder, the resigning
Letter of Credit Issuer shall remain a party hereto and shall continue to have
all the rights and obligations of a Letter of Credit Issuer under this Agreement
and the other Loan Documents with respect to Letters of Credit issued by it
prior to such resignation, but shall not be required to issue additional Letters
of Credit. After any retiring Letter of Credit Issuer's resignation as Letter of
Credit Issuer, the provisions of this Agreement relating to the Letter of Credit
Issuer shall inure to its benefit as to any actions taken or omitted to be taken
by it (a) while it was Letter of Credit Issuer under this Agreement or (b) at
any time with respect to Letters of Credit issued by such Letter of Credit
Issuer.

            SECTION 4. Fees; Commitments.

            4.1 Fees. (a) The Borrower agrees to pay to the Administrative
Agent, for the account of each Lender having a Revolving Credit Commitment (in
each case pro rata according to the respective Commitments of all such Lenders),
a commitment fee, to the extent not already paid pursuant to the Original Credit
Agreement, for each day from and including the Original Closing Date to but
excluding the Final Date. Such commitment fee shall be payable in arrears (i) on
the last day of each March, June, September and December (for the three-month
period (or portion thereof) ended on such day for which no payment has been
received) and (ii) on the Final Date (for the period ended on such date for
which no payment has been received pursuant to


                                       42
<PAGE>

clause (i) above), and shall be computed for each day during such period at a
rate per annum equal to the Commitment Fee Rate in effect on such day on the
Available Commitments in effect on such day. Notwithstanding the foregoing, the
Borrower shall not be obligated to pay any amounts to any Defaulting Lender
pursuant to this Section 4.1.

            (b) The Borrower agrees to pay to the Administrative Agent for the
account of the Lenders pro rata on the basis of their respective Letter of
Credit Exposure, a fee in respect of each Letter of Credit that is a standby
letter of credit (the "Letter of Credit Fee"), for the period from and including
the date of issuance of such Letter of Credit to but not including the
termination date of such Letter of Credit computed at the per annum rate for
each day equal to the Applicable Eurodollar Margin for Revolving Credit Loans
minus 0.125% per annum on the average daily Stated Amount of such Letter of
Credit. Such Letter of Credit Fees shall be due and payable quarterly in arrears
on the last day of each March, June, September and December and on the date upon
which the Total Tranche A Revolving Credit Commitment terminates and the Letter
of Credit Outstandings shall have been reduced to zero.

            (c) The Borrower agrees to pay to the Administrative Agent for the
account of the Letter of Credit Issuer a fee in respect of each Letter of Credit
issued by it (the "Fronting Fee"), for the period from and including the date of
issuance of such Letter of Credit to but not including the termination date of
such Letter of Credit, computed at the rate for each day equal to 0.125% per
annum on the average daily Stated Amount of such Letter of Credit. Such Fronting
Fees shall be due and payable quarterly in arrears on the last day of each
March, June, September and December and on the date upon which the Total Tranche
A Revolving Credit Commitment terminates and the Letter of Credit Outstandings
shall have been reduced to zero.

            (d) The Borrower agrees to pay directly to the Letter of Credit
Issuer upon each issuance of, drawing under, and/or amendment of, a Letter of
Credit issued by it such amount as the Letter of Credit Issuer and the Borrower
shall have agreed upon for issuances of, drawings under or amendments of,
letters of credit issued by it.

            (e) The Borrower agrees to pay to the Administrative Agent, for the
benefit of the Agents, on the Restatement Date, the fees in the amounts and on
the dates previously agreed to in writing by the Borrower and the Agents. The
Administrative Agent agrees to pay to each Lender, on behalf of the Agents, for
each Lender's own account on the Restatement Date, the fees in the amounts and
on the dates previously agreed to in writing by the Agents and such Lender.

            4.2 Voluntary Reduction of Revolving Credit Commitments. (a) Upon at
least one Business Day's prior written notice (or telephonic notice promptly
confirmed in writing) to the Administrative Agent at the Administrative Agent's
Office (which notice the Administrative Agent shall promptly transmit to each of
the Lenders), the Borrower shall have the right, without premium or penalty, on
any day, permanently to terminate or reduce the Tranche B Revolving Credit
Commitments in whole or in part, provided that (a) any such reduction shall
apply proportionately and permanently to reduce the Tranche B Revolving Credit
Commitment of each of the Lenders, (b) any partial reduction pursuant to this
Section 4.2(a) shall be in the amount of at least $1,000,000 and (c) after
giving effect to such termination or reduction and to any prepayments of the
Loans made on the date thereof in accordance with this Agreement, the aggregate
outstanding principal amount of the Tranche B Revolving Credit Loans shall not
exceed the Total Tranche B Revolving Credit Commitment.

            (b) At any time after the Tranche B Revolving Credit Termination
Date, upon at least one Business Day's prior written notice (or telephonic
notice promptly confirmed in writing) to the


                                       43
<PAGE>

Administrative Agent at the Administrative Agent's Office (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), the
Borrower shall have the right, without premium or penalty, on any day,
permanently to terminate or reduce the Tranche A Revolving Credit Commitments in
whole or in part, provided that (a) any such reduction shall apply
proportionately and permanently to reduce the Tranche A Revolving Credit
Commitment of each of the Lenders, (b) any partial reduction pursuant to this
Section 4.2 shall be in the amount of at least $1,000,000 and (c) after giving
effect to such termination or reduction and to any prepayments of the Loans made
on the date thereof in accordance with this Agreement, the sum of (i) the
aggregate outstanding principal amount of the Tranche A Revolving Credit Loans
and the Swingline Loans and (ii) the Letter of Credit Outstandings shall not
exceed the Total Tranche A Revolving Credit Commitment.

            4.3 Mandatory Termination of Commitments. (a) (i) The Tranche C Term
Loan Commitments terminated upon the making of the Tranche C Term Loans and (ii)
the Tranche B Term Loan Commitments terminated upon the making of Tranche B Term
Loans.

            (b) The Total Tranche A Revolving Credit Commitment shall terminate
at 5:00 P.M. (New York time) on the Tranche A Revolving Credit Maturity Date.

            (c) The Total Tranche B Revolving Credit Commitment shall terminate
at 5:00 P.M. (New York time) on the Tranche B Revolving Credit Maturity Date.

            (d) The Swingline Commitment shall terminate at 5:00 P.M. (New York
time) on the Swingline Maturity Date.

            SECTION 5. Payments.

            5.1 Voluntary Prepayments. The Borrower shall have the right to
prepay Term Loans, Revolving Credit Loans and Swingline Loans, without premium
or penalty, in whole or in part from time to time on the following terms and
conditions: (a) the Borrower shall give the Administrative Agent at the
Administrative Agent's Office written notice (or telephonic notice promptly
confirmed in writing) of its intent to make such prepayment, the amount of such
prepayment and (in the case of Eurodollar Term Loans and Eurodollar Revolving
Credit Loans) the specific Borrowing(s) pursuant to which made, which notice
shall be given by the Borrower no later than (i) in the case of Term Loans or
Revolving Credit Loans, 10:00 A.M. (New York time) one Business Day prior to, or
(ii) in the case of Swingline Loans, 10:00 A.M. (New York time) on, the date of
such prepayment and shall promptly be transmitted by the Administrative Agent to
each of the Lenders or Chase, as the case may be; (b) each partial prepayment of
any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of
$100,000 and in an aggregate principal amount of at least $1,000,000 and each
partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in
an aggregate principal amount of at least $100,000, provided that no partial
prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made
pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term
Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an
amount less than the Minimum Borrowing Amount for Eurodollar Term Loans or
Eurodollar Revolving Credit Loans; and (c) any prepayment of Eurodollar Term
Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any
day other than the last day of an Interest Period applicable thereto shall be
subject to compliance by the Borrower with the applicable provisions of Section
2.11. Each prepayment in respect of either or both tranches of Term Loans
pursuant to this Section 5.1 shall be (a) applied to Tranche B Term Loans or
Tranche C Term Loans in such manner as the Borrower may determine and (b)
applied to reduce Tranche B Repayment Amounts or Tranche C Repayment Amounts in
such order as the Borrower may determine. At the Borrower's election in
connection with any prepayment


                                       44
<PAGE>

pursuant to this Section 5.1, such prepayment shall not be applied to any Term
Loan or Revolving Credit Loan of a Defaulting Lender. Notwithstanding any of the
foregoing provisions to the contrary, the Borrower may not prepay (x) Term Loans
pursuant to this Section 5.1 prior to the Tranche B Revolving Credit Termination
Date or (y) Tranche A Revolving Credit Loans or Swingline Loans if, after giving
effect to such prepayment, any Tranche B Revolving Credit Loans shall be
outstanding except, in the case of this clause (y), the Borrower may prepay
Tranche A Revolving Credit Loans in an amount equal to the Stated Amount of a
Letter of Credit that the Borrower has requested to be issued simultaneously
with such prepayment pursuant to Section 3.1.

            5.2 Mandatory Prepayments. (a) Loan Prepayments. (i) On each
occasion that a Prepayment Event occurs, the Borrower shall, within five
Business Days after the occurrence of such Prepayment Event, offer to prepay, in
accordance with paragraphs (c) and (e) below, the principal amount of Loans in
an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event.

            (ii) Not later than the date that is three months after the last day
of any fiscal year, the Borrower shall offer to prepay, in accordance with
paragraphs (c) and (e) below, the principal of Loans in an amount equal to 75%
of Excess Cash Flow for such fiscal year.

            (iii) Any amount to be prepaid pursuant to this Section 5.2(a) shall
be allocated pro rata among the Term Loans and the Tranche A Revolving Credit
Loans, provided that any prepayment of Tranche A Revolving Credit Loans pursuant
to this Section 5.2(a) shall result in the permanent reduction of the Tranche A
Revolving Credit Commitments in the amount of such prepayment, and provided
further that if the amount allocated for the prepayment of Tranche A Revolving
Credit Loans exceeds the aggregate principal amount of Tranche A Revolving
Credit Loans outstanding at such time, then the Tranche A Revolving Credit
Commitments shall also be permanently reduced by the amount of such excess.

            (b) Aggregate Revolving Credit Outstandings. If on any date the sum
of the outstanding principal amount of the Tranche A Revolving Credit Loans and
Swingline Loans and the aggregate amount of Letter of Credit Outstandings (all
the foregoing, collectively, the "Aggregate Tranche A Revolving Credit
Outstandings") exceeds the Total Tranche A Revolving Credit Commitment as then
in effect, the Borrower shall forthwith repay on such date the principal amount
of Swingline Loans and, after all Swingline Loans have been paid in full,
Tranche A Revolving Credit Loans, in an amount equal to such excess. If, after
giving effect to the prepayment of all outstanding Swingline Loans and Tranche A
Revolving Credit Loans, the Aggregate Tranche A Revolving Credit Outstandings
exceed the Total Tranche A Revolving Credit Commitment then in effect, the
Borrower shall pay to the Administrative Agent an amount in cash equal to such
excess and the Administrative Agent shall hold such payment for the benefit of
the Lenders as security for the obligations of the Borrower hereunder
(including, without limitation, obligations in respect of Letter of Credit
Outstandings) pursuant to a cash collateral agreement to be entered into in form
and substance satisfactory to the Administrative Agent (which shall permit
certain investments in Permitted Investments satisfactory to the Administrative
Agent, until the proceeds are applied to the secured obligations). If on any
date the sum of the outstanding principal amount of the Tranche B Revolving
Credit Loans exceeds the Total Tranche B Revolving Credit Commitment as then in
effect, the Borrower shall forthwith repay on such date the principal amount of
Tranche B Revolving Credit Loans in an amount equal to such excess.

            (c) Application to Repayment Amounts. Each prepayment of Term Loans
required by Section 5.2(a) shall be initially allocated pro rata among the
Tranche B Term Loans


                                       45
<PAGE>

and the Tranche C Term Loans and shall be applied to reduce the applicable
Repayment Amounts in such order as the Borrower may determine. With respect to
each such prepayment, (i) the Borrower will, not later than the date specified
in Section 5.2(a) for offering to make such prepayment, give the Administrative
Agent telephonic notice (promptly confirmed in writing) requesting that the
Administrative Agent provide notice of such prepayment to each Term Loan Lender,
(ii) each Term Loan Lender will have the right to refuse any such prepayment by
giving written notice of such refusal to the Borrower within fifteen Business
Days after such Lender's receipt of notice from the Administrative Agent of such
prepayment (and the Borrower shall not prepay any such Term Loans until the date
that is specified in the immediately following clause), (iii) the Borrower will
make all such prepayments not so refused upon the earlier of (x) such fifteenth
Business Day and (y) such time as the Borrower has received notice from each
Lender that it consents to or refuses such prepayment and (iv) any prepayment so
refused may be retained by the Borrower.

            (d) Application to Term Loans. With respect to each prepayment of
Term Loans required by Section 5.2(a), the Borrower may designate the Types of
Loans that are to be prepaid and the specific Borrowing(s) pursuant to which
made, provided that (i) Eurodollar Term Loans may be designated for prepayment
pursuant to this Section 5.2 only on the last day of an Interest Period
applicable thereto unless all Eurodollar Term Loans with Interest Periods ending
on such date of required prepayment and all ABR Term Loans have been paid in
full; and (ii) if any prepayment of Eurodollar Term Loans made pursuant to a
single Borrowing shall reduce the outstanding Term Loans made pursuant to such
Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar
Term Loans, such Borrowing shall immediately be converted into ABR Loans. In the
absence of a designation by the Borrower as described in the preceding sentence,
the Administrative Agent shall, subject to the above, make such designation in
its reasonable discretion with a view, but no obligation, to minimize breakage
costs owing under Section 2.11.

            (e) Application to Revolving Credit Loans. With respect to each
prepayment of Revolving Credit Loans required by Section 5.2(a) or 5.2(b), the
Borrower may designate the Types of Loans that are to be prepaid and the
specific Borrowing(s) pursuant to which made, provided that (i) Eurodollar
Revolving Credit Loans may be designated for prepayment pursuant to this Section
5.2 only on the last day of an Interest Period applicable thereto unless all
Eurodollar Revolving Credit Loans with Interest Periods ending on such date of
required prepayment and all ABR Loans have been paid in full; (ii) if any
prepayment of Eurodollar Revolving Credit Loans made pursuant to a single
Borrowing shall reduce the outstanding Revolving Credit Loans made pursuant to
such Borrowing to an amount less than the Minimum Borrowing Amount for
Eurodollar Revolving Credit Loans, such Borrowing shall immediately be converted
into ABR Loans; (iii) each prepayment of any Loans made pursuant to a Borrowing
shall be applied pro rata among such Loans; and (iv) notwithstanding the
provisions of the preceding clause (iii), no prepayment made pursuant to Section
5.2(a) or 5.2(b) of Revolving Credit Loans shall be applied to the Revolving
Credit Loans of any Defaulting Lender. In the absence of a designation by the
Borrower as described in the preceding sentence, the Administrative Agent shall,
subject to the above, make such designation in its reasonable discretion with a
view, but no obligation, to minimize breakage costs owing under Section 2.11.

            (f) Eurodollar Interest Periods. In lieu of making any payment
pursuant to this Section 5.2 in respect of any Eurodollar Loan other than on the
last day of the Interest Period therefor, so long as no Default or Event of
Default shall have occurred and be continuing, the Borrower at its option may
deposit with the Administrative Agent an amount equal to the amount of the
Eurodollar Loan to be prepaid and such Eurodollar Loan shall be repaid on the
last day of the Interest Period therefor in the required amount. Such deposit
shall be held by the


                                       46
<PAGE>

Administrative Agent in a corporate time deposit account established on terms
reasonably satisfactory to the Administrative Agent, earning interest at the
then-customary rate for accounts of such type. Such deposit shall constitute
cash collateral for the Obligations, provided that the Borrower may at any time
direct that such deposit be applied to make the applicable payment required
pursuant to this Section 5.2.

            (g) Minimum Amount. No prepayment shall be required pursuant to
Section 5.2(a)(i) unless and until the amount at any time of Net Cash Proceeds
from Prepayment Events required to be applied at or prior to such time pursuant
to such Section and not yet applied at or prior to such time to prepay Loans or
reduce Tranche A Revolving Credit Commitments pursuant to such Section exceeds
$2,500,000 in the aggregate.

            (h) Foreign Asset Sales. Notwithstanding any other provisions of
this Section 5.2, (i) to the extent that any of or all the Net Cash Proceeds of
any asset sale by a Restricted Foreign Subsidiary giving rise to an Asset Sale
Prepayment Event (a "Foreign Asset Sale") are prohibited or delayed by
applicable local law from being repatriated to the United States, the portion of
such Net Cash Proceeds so affected will not be required to be applied to repay
Loans at the times provided in this Section 5.2 but may be retained by the
applicable Restricted Foreign Subsidiary so long, but only so long, as the
applicable local law will not permit repatriation to the United States (the
Borrower hereby agreeing to cause the applicable Restricted Foreign Subsidiary
to promptly take all actions required by the applicable local law to permit such
repatriation), and once such repatriation of any of such affected Net Cash
Proceeds is permitted under the applicable local law, such repatriation will be
immediately effected and such repatriated Net Cash Proceeds will be promptly
(and in any event not later than two Business Days after such repatriation)
applied (net of additional taxes payable or reserved against as a result
thereof) to the repayment of the Loans pursuant to this Section 5.2 and (ii) to
the extent that the Borrower has determined in good faith that repatriation of
any of or all the Net Cash Proceeds of any Foreign Asset Sale would have a
material adverse tax cost consequence with respect to such Net Cash Proceeds,
the Net Cash Proceeds so affected may be retained by the applicable Restricted
Foreign Subsidiary, provided that, in the case of this clause (ii), on or before
the date on which any Net Cash Proceeds so retained would otherwise have been
required to be applied to reinvestments or prepayments pursuant to Section
5.2(a), (x) the Borrower applies an amount equal to such Net Cash Proceeds to
such reinvestments or prepayments as if such Net Cash Proceeds had been received
by the Borrower rather than such Restricted Foreign Subsidiary, less the amount
of additional taxes that would have been payable or reserved against if such Net
Cash Proceeds had been repatriated (or, if less, the Net Cash Proceeds that
would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash
Proceeds are applied to the repayment of Indebtedness of a Restricted Foreign
Subsidiary.

            5.3 Method and Place of Payment. (a) Except as otherwise
specifically provided herein, all payments under this Agreement shall be made,
without set-off, counterclaim or deduction of any kind, to the Administrative
Agent for the ratable account of the Lenders entitled thereto, the Letter of
Credit Issuer or Chase, as the case may be, not later than 12:00 Noon (New York
time) on the date when due and shall be made in immediately available funds and
in lawful money of the United States of America at the Administrative Agent's
Office, it being understood that written or facsimile notice by the Borrower to
the Administrative Agent to make a payment from the funds in the Borrower's
account at the Administrative Agent's Office shall constitute the making of such
payment to the extent of such funds held in such account. The Administrative
Agent will thereafter cause to be distributed on the same day (if payment was
actually received by the Administrative Agent prior to 2:00 P.M. (New York time)
on such day) like funds relating to the payment of principal or interest or Fees
ratably to the Lenders entitled thereto.


                                       47
<PAGE>

             (b) Any payments under this Agreement that are made later than 2:00
 P.M. (New York time) shall be deemed to have been made on the next succeeding
 Business Day. Whenever any payment to be made hereunder shall be stated to be
 due on a day that is not a Business Day, the due date thereof shall be extended
 to the next succeeding Business Day and, with respect to payments of principal,
 interest shall be payable during such extension at the applicable rate in
 effect immediately prior to such extension.

            5.4 Net Payments. (a) All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any current or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu
of net income taxes) imposed on the Administrative Agent or any Lender and (ii)
any taxes imposed on the Administrative Agent or any Lender as a result of a
current or former connection between the Administrative Agent or such Lender and
the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement). If any such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded
Taxes") are required to be withheld from any amounts payable to the
Administrative Agent or any Lender hereunder, the amounts so payable to the
Administrative Agent or such Lender shall be increased to the extent necessary
to yield to the Administrative Agent or such Lender (after payment of all
Non-Excluded Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts specified in this Agreement; provided, however, that the
Borrower shall not be required to increase any such amounts payable to any
Lender that is not organized under the laws of the United States of America or a
state thereof if such Lender fails to comply with the requirements of paragraph
(b) of this Section 5.4. Whenever any Non-Excluded Taxes are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of such Lender, as
the case may be, a certified copy of an original official receipt received by
the Borrower showing payment thereof. If the Borrower fails to pay any
Non-Excluded Taxes when due to the appropriate taxing authority or fails to
remit to the Administrative Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Administrative Agent and
the Lenders for any incremental taxes, interest, costs or penalties that may
become payable by the Administrative Agent or any Lender as a result of any such
failure. The agreements in this Section 5.4(a) shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

            (b) Each Lender that is not incorporated or organized under the laws
of the United States of America or a state thereof shall:

                        (i) deliver to the Borrower and the Administrative Agent
            two copies of either United States Internal Revenue Service Form
            1001 or Form 4224 or, in the case of Non-U.S. Lender claiming
            exemption from U.S. Federal withholding tax under Section 871(h) or
            881(c) of the Code with respect to payments of "portfolio interest",
            a Form W-8, or any subsequent versions thereof or successors thereto
            (and, if such Non-U.S. Lender delivers a Form W-8, a certificate
            representing that such Non-U.S. Lender is not a bank for purposes of
            Section 881(c) of the Code, is not a 10-percent shareholder (within
            the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and
            is not a controlled foreign corporation related to the Borrower
            (within the meaning of Section 864(d)(4) of the Code)), properly
            completed and duly executed by such Non-U.S.


                                       48
<PAGE>

Lender claiming complete exemption from, or reduced rate of, U.S. Federal
withholding tax on payments by the Borrower under this Agreement;

                        (ii) deliver to the Borrower and the Administrative
            Agent two further copies of any such form or certification on or
            before the date that any such form or certification expires or
            becomes obsolete and after the occurrence of any event requiring a
            change in the most recent form previously delivered by it to the
            Borrower; and

                        (iii) obtain such extensions of time for filing and
            complete such forms or certifications as may reasonably be requested
            by the Borrower or the Administrative Agent;

unless in any such case any change in treaty, law or regulation has occurred
prior to the date on which any such delivery would otherwise be required that
renders any such form inapplicable or would prevent such Lender from duly
completing and delivering any such form with respect to it and such Lender so
advises the Borrower and the Administrative Agent. Each Person that shall become
a Participant pursuant to Section 13.6 or a Lender pursuant to Section 13.6
shall, upon the effectiveness of the related transfer, be required to provide
all the forms and statements required pursuant to this Section 5.4(b), provided
that in the case of a Participant such Participant shall furnish all such
required forms and statements to the Lender from which the related participation
shall have been purchased.

            (c) The Borrower shall not be required to indemnify any Non-U.S.
Lender, or to pay any additional amounts to any Non-U.S. Lender, in respect of
U.S. Federal withholding tax pursuant to paragraph (a) above to the extent that
(i) the obligation to withhold amounts with respect to U.S. Federal withholding
tax existed on the date such Non-U.S. Lender became a party to this Agreement
(or, in the case of a Non-U.S. Participant, on the date such Participant became
a Participant hereunder); provided, however, that this clause (i) shall not
apply to the extent that (x) the indemnity payments or additional amounts any
Lender (or Participant) would be entitled to receive (without regard to this
clause (i)) do not exceed the indemnity payment or additional amounts that the
person making the assignment, participation or transfer to such Lender (or
Participant) would have been entitled to receive in the absence of such
assignment, participation or transfer, or (y) such assignment, participation or
transfer had been requested by the Borrower, (ii) the obligation to pay such
additional amounts would not have arisen but for a failure by such Non-U.S.
Lender or Non-U.S. Participant to comply with the provisions of paragraph (b)
above or (iii) any of the representations or certifications made by a Non-U.S.
Lender or Non-U.S. Participant pursuant to paragraph (b) above are incorrect at
the time a payment hereunder is made, other than by reason of any change in
treaty, law or regulation having effect after the date such representations or
certifications were made.

            (d) If the Borrower determines in good faith that a reasonable basis
exists for contesting any taxes for which indemnification has been demanded
hereunder, the relevant Lender or the Administrative Agent, as applicable, shall
cooperate with the Borrower in challenging such taxes at the Borrower's expense
if so requested by the Borrower. If any Lender or the Administrative Agent, as
applicable, receives a refund of a tax for which a payment has been made by the
Borrower pursuant to this Agreement, which refund in the good faith judgment of
such Lender or Administrative Agent, as the case may be, is attributable to such
payment made by the Borrower, then the Lender or the Administrative Agent, as
the case may be, shall reimburse the Borrower for such amount as the Lender or
Administrative Agent, as the case may be, determines to be the proportion of the
refund as will leave it, after such reimbursement, in no better or worse
position than it would have been in if the payment had not been required. A
Lender or Administrative Agent shall claim any refund that it determines is
available to it, unless


                                       49
<PAGE>

it concludes in its reasonable discretion that it would be adversely affected by
making such a claim. Neither the Lender nor the Administrative Agent shall be
obliged to disclose any information regarding its tax affairs or computations to
the Borrower in connection with this paragraph (d) or any other provision of
this Section 5.4.

            (e) Each Lender represents and agrees that, on the date hereof and
at all times during the term of this Agreement, it is not and will not be a
conduit entity participating in a conduit financing arrangement (as defined in
Section 7701(1) of the Code and the regulations thereunder) with respect to the
Borrowings hereunder unless the Borrower has consented to such arrangement prior
thereto.

            5.5 Computations of Interest and Fees. (a) Interest on Eurodollar
Loans and, except as provided in the next succeeding sentence, ABR Loans shall
be calculated on the basis of a 360-day year for the actual days elapsed.
Interest on ABR Loans in respect of which the rate of interest is calculated on
the basis of the Prime Rate and interest on overdue interest shall be calculated
on the basis of a 365- (or 366-, as the case may be) day year for the actual
days elapsed.

            (b) Fees and Letter of Credit Outstanding shall be calculated on the
basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed.

            SECTION 6. Conditions Precedent to Amendment and Restatement.

            The obligations of the Lenders to make Tranche B Revolving Credit
Loans and the amendment and restatement of the Original Credit Agreement by this
Agreement are subject to the satisfaction of the following conditions precedent:

            6.1 Credit Documents. The Administrative Agent shall have
received (a) this Agreement, executed and delivered by a duly authorized
officer of (i) the Borrower, (ii) the Required Lenders (as defined in the
Original Credit Agreement ) and (iii) each Lender with a Tranche B Revolving
Credit Commitment, (b) the Guarantee, executed and delivered by a duly
authorized officer of each Guarantor, (c) the Pledge Agreement, executed and
delivered by each pledgor party thereto, (d) except as provided in Section
9.11(a)(ii), all certificates representing securities pledged under the
Pledge Agreement, accompanied by instruments of transfer and undated stock
powers endorsed in blank, (e) the Security Agreement, executed and delivered
by a duly authorized officer of each grantor party thereto, (f) all documents
and instruments, including Uniform Commercial Code financing statements
required by law or reasonably requested by the Administrative Agent to be
filed, registered or recorded to create the Liens intended to be created by
the Security Agreement and perfect such Liens to the extent required by, and
with the priority required by, the Security Agreement shall have been filed,
registered or recorded or delivered to the Administrative Agent for filing,
registration or recording, (g) a form of Mortgage in respect of each
Mortgaged Property, reasonably satisfactory to the Agent, (h) the
Reaffirmation Agreement, executed and delivered by each Guarantor party
thereto and (i) the Intercreditor Agreement, executed and delivered by the
Borrower, each Subsidiary of the Borrower party thereto and Borden.

            6.2 Closing Certificate. The Administrative Agent shall have
received a certificate of each Credit Party, dated the Restatement Date,
substantially in the form of Exhibit J, with appropriate insertions, executed by
the President or any Vice President and the Secretary or any Assistant Secretary
of such Credit Party, and attaching the documents referred to in Sections 6.3
and 6.4.


                                       50
<PAGE>

            6.3 Corporate Proceedings of Each Credit Party. The Administrative
Agent shall have received a copy of the resolutions, in form and substance
satisfactory to the Administrative Agent, of the Board of Directors of each
Credit Party (or a duly authorized committee thereof) authorizing (a) the
execution, delivery and performance of the Credit Documents, (and any agreements
relating thereto) to which it is a party and (b) in the case of the Borrower,
the extensions of credit contemplated hereunder.

            6.4 Corporate Documents. The Administrative Agent shall have
received true and complete copies of the certificate of incorporation and
by-laws of each Credit Party.

            6.5 No Material Adverse Change. There shall have been no material
adverse change in the business, assets, operations, properties, financial
condition or prospects of the Borrower and its Subsidiaries taken as a whole
since December 31, 2000.

            6.6 Fees. The Administrative Agent shall have received the fees
referred to in Section 4.1(e) to be received on the Restatement Date.

            6.7 Borden Facility. The Agents shall have received a copy of the
Borden Facility, as amended, and such amendment shall be reasonably satisfactory
to the Agents.

            6.8 Solvency Certificate. The Lenders shall have received a
certificate from a senior executive officer of the Borrower, in form and
substance reasonably satisfactory to the Agents, as to the solvency of the
Borrower and its Subsidiaries on a consolidated basis after giving effect to the
transactions contemplated hereby.

            6.9 Legal Opinions. The Administrative Agent shall have received,
with a counterpart for each Lender, the executed legal opinion of (a) Simpson
Thacher & Bartlett, special New York counsel to the Borrower, substantially in
the form of Exhibit H-1, and, (b) Ray Kulla, general counsel to the Borrower,
substantially in the form of Exhibit H-2, and the Borrower hereby instructs such
counsel to deliver such legal opinions.

            6.10 No Default. After giving effect to the amendment and
restatement of the Original Credit Agreement and the other transactions
contemplated hereby, no Default or Event of Default has occurred and is
continuing.

            6.11 Audited Financial Statements. Substantially concurrently with
the effectiveness hereof, the Administrative Agent shall have received the
consolidated balance sheet of the Borrower and its subsidiaries for the fiscal
year ended December 31, 2000 and the related consolidated statements of income
and retained savings and of cash flow for such fiscal year certified by Deloitte
& Touche LLP.

            SECTION 7. Conditions Precedent to Credit Events. The agreement of
each Lender to make any Loan requested to be made by it on any date (excluding
Mandatory Borrowings) and the obligation of the Letter of Credit Issuer to issue
Letters of Credit on any date is subject to the satisfaction of the following
conditions precedent:

            7.1 No Default; Representations and Warranties. At the time of each
Credit Event and also after giving effect thereto (a) there shall exist no
Default or Event of Default and (b) all representations and warranties made by
any Credit Party contained herein or in the other Credit Documents shall be true
and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Credit Event (except where such representations and warranties expressly relate
to an earlier date, in which


                                       51
<PAGE>

case such representations and warranties shall have been true and correct in all
material respects as of such earlier date).

            7.2 Notice of Borrowing; Letter of Credit Request. (a) Prior to the
making of each Revolving Credit Loan (other than any Revolving Credit Loan made
pursuant to Section 3.4(a)) and each Swingline Loan, the Administrative Agent
shall have received a Notice of Borrowing (whether in writing or by telephone)
meeting the requirements of Section 2.3.

            (b) Prior to the issuance of each Letter of Credit, the
Administrative Agent and the Letter of Credit Issuer shall have received a
Letter of Credit Request meeting the requirements of Section 3.2(a).

            7.3 Tranche B Revolving Credit Loans. At the time each Tranche B
Revolving Credit Loan is made, (a) the sum of (i) the outstanding principal
amount of the Tranche A Revolving Credit Loans and Swingline Loans and (ii) the
aggregate amount of Letter of Credit Outstandings shall not be less than the
Total Tranche A Revolving Credit Commitment at such time and (b) the outstanding
principal amount of Loans under the Borden Facility shall not be less
$25,000,000.

The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by each Credit Party to each of the Lenders that all
the applicable conditions specified above exist as of that time.

            SECTION 8. Representations, Warranties and Agreements. In order to
induce the Lenders to enter into this Agreement, to make and continue the Loans
and issue, maintain or participate in Letters of Credit as provided for herein,
the Borrower makes the following representations and warranties to, and
agreements with, the Lenders, all of which shall survive the execution and
delivery of this Agreement and the making of the Loans and the issuance of the
Letters of Credit:

            8.1 Corporate Status. The Borrower and each Material Subsidiary (a)
is a duly organized and validly existing corporation or other entity in good
standing under the laws of the jurisdiction of its organization and has the
corporate or other organizational power and authority to own its property and
assets and to transact the business in which it is engaged and (b) has duly
qualified and is authorized to do business and is in good standing in all
jurisdictions where it is required to be so qualified, except where the failure
to be so qualified could not reasonably be expected to result in a Material
Adverse Effect.

            8.2 Corporate Power and Authority. Each Credit Party has the
corporate power and authority to execute, deliver and carry out the terms and
provisions of the Credit Documents to which it is a party and has taken all
necessary corporate action to authorize the execution, delivery and performance
of the Credit Documents to which it is a party. Each Credit Party has duly
executed and delivered each Credit Document to which it is a party and each such
Credit Document constitutes the legal, valid and binding obligation of such
Credit Party enforceable in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and subject to general principles of
equity.

            8.3 No Violation. Neither the execution, delivery and performance by
any Credit Party of the Credit Documents to which it is a party nor compliance
with the terms and provisions thereof and the other transactions contemplated
therein will (a) contravene any applicable provision of any material law,
statute, rule, regulation, order, writ, injunction or decree


                                       52
<PAGE>

of any court or governmental instrumentality, (b) result in any breach of any of
the terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of the property or assets of the Borrower or any of
the Restricted Subsidiaries pursuant to, the terms of any material indenture
(including the Subordinated Note Indenture), loan agreement, lease agreement,
mortgage, deed of trust, agreement or other material instrument to which the
Borrower or any of the Restricted Subsidiaries is a party or by which it or any
of its property or assets is bound or (c) violate any provision of the
certificate of incorporation or By-Laws of the Borrower or any of the Restricted
Subsidiaries.

            8.4 Litigation. Except as set forth in the Borrower's audited
financial statements for the fiscal year ended December 31, 2000, there are no
actions, suits or proceedings (including, without limitation, Environmental
Claims) pending or, to the knowledge of the Borrower, threatened with respect to
the Borrower or any of its Subsidiaries that could reasonably be expected to
result in a Material Adverse Effect.

            8.5 Margin Regulations. Neither the making of any Loan hereunder nor
the use of the proceeds thereof will violate the provisions of Regulation T, U
or X of the Board.

            8.6 Governmental Approvals. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any Governmental Authority is required to authorize or is required
in connection with (a) the execution, delivery and performance of any Credit
Document or (b) the legality, validity, binding effect or enforceability of any
Credit Document, except any of the foregoing the failure to obtain or make could
not reasonably be expected to have a Material Adverse Effect.

            8.7 Investment Company Act. The Borrower is not an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

            8.8 True and Complete Disclosure. (a) All factual information and
data (taken as a whole) heretofore or contemporaneously furnished by the
Borrower, any of its Subsidiaries or any of their respective authorized
representatives in writing to the Administrative Agent and/or any Lender on or
before the Restatement Date (including, without limitation, (i) the Confidential
Information Memorandum and (ii) all information contained in the Credit
Documents) for purposes of or in connection with this Agreement or any
transaction contemplated herein was true and complete in all material respects
on the date as of which such information or data is dated or certified and was
not incomplete by omitting to state any material fact necessary to make such
information and data (taken as a whole) not misleading at such time in light of
the circumstances under which such information or data was furnished, it being
understood and agreed that for purposes of this Section 8.8(a), such factual
information and data shall not include projections and pro forma financial
information.

            (b) The projections and pro forma financial information contained in
the information and data referred to in paragraph (a) above were based on good
faith estimates and assumptions believed by such Persons to be reasonable at the
time made, it being recognized by the Lenders that such projections as to future
events are not to be viewed as facts and that actual results during the period
or periods covered by any such projections may differ from the projected
results.

            8.9 Financial Condition; Financial Statements. The consolidated
balance sheet of the Borrower and its Subsidiaries at December 31, 2000, and the
related consolidated statements of operations and cash flows for the fiscal year
ended as of such date, which


                                       53
<PAGE>

statements have been audited by Deloitte & Touche LLP, independent certified
public accountants, who delivered an unqualified opinion with respect thereto,
in each case present fairly in all material respects the consolidated financial
position of the Borrower and its Subsidiaries at the respective dates of said
statements and the results of operations for the respective periods covered
thereby. All such financial statements have been prepared in accordance with
GAAP consistently applied except to the extent provided in the notes to said
financial statements. There has been no Material Adverse Change since December
31, 2000, other than solely as a result of changes in general economic
conditions.

            8.10 Tax Returns and Payments. Each of the Borrower and its
Subsidiaries has filed all federal income tax returns and all other material tax
returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it that have become due, other than
those not yet delinquent or contested in good faith. The Borrower and each of
its Subsidiaries have paid, or have provided adequate reserves (in the good
faith judgment of the management of the Borrower) in accordance with GAAP for
the payment of, all material federal, state and foreign income taxes applicable
for all prior fiscal years and for the current fiscal year to the Restatement
Date.

            8.11 Compliance with ERISA. Each Plan is in compliance with ERISA,
the Code and any applicable Requirement of Law; no Reportable Event has occurred
(or is reasonably likely to occur) with respect to any Plan; no Plan is
insolvent or in reorganization (or is reasonably likely to be insolvent or in
reorganization), and no written notice of any such insolvency or reorganization
has been given to the Borrower, any Subsidiary or any ERISA Affiliate; no Plan
(other than a multiemployer plan) has an accumulated or waived funding
deficiency (or is reasonably likely to have such a deficiency); neither the
Borrower nor any Subsidiary nor any ERISA Affiliate has incurred (or is
reasonably likely expected to incur) any liability to or on account of a Plan
pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or
4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in
writing that it will incur any liability under any of the foregoing Sections
with respect to any Plan; no proceedings have been instituted (or are reasonably
likely to be instituted) to terminate or to reorganize any Plan or to appoint a
trustee to administer any Plan, and no written notice of any such proceedings
has been given to the Borrower, any Subsidiary or any ERISA Affiliate; and no
lien imposed under the Code or ERISA on the assets of the Borrower or any
Subsidiary or any ERISA Affiliate exists (or is reasonably likely to exist) nor
has the Borrower, any Subsidiary or any ERISA Affiliate been notified in writing
that such a lien will be imposed on the assets of the Borrower, any Subsidiary
or any ERISA Affiliate on account of any Plan, except to the extent that a
breach of any of the foregoing representations, warranties or agreements in this
Section 8.11 would not result, individually or in the aggregate, in an amount of
liability that would be reasonably likely to have a Material Adverse Effect or
relates to any matter disclosed in the financial statements of the Borrower
contained in the Confidential Information Memorandum. No Plan (other than a
multiemployer plan) has an Unfunded Current Liability that would, individually
or when taken together with any other liabilities referenced in this Section
8.11, be reasonably likely to have a Material Adverse Effect. With respect to
Plans that are multiemployer plans (as defined in Section 3(37) of ERISA), the
representations and warranties in this Section 8.11, other than any made with
respect to (a) liability under Section 4201 or 4204 of ERISA or (b) liability
for termination or reorganization of such Plans under ERISA, are made to the
best knowledge of the Borrower.

            8.12 Subsidiaries. Schedule 8.12 lists each Subsidiary of the
Borrower (and the direct and indirect ownership interest of the Borrower
therein), in each case existing on the Restatement Date. To the knowledge of the
Borrower, each Material Subsidiary as of the Restatement Date has been so
designated on Schedule 8.12.


                                       54
<PAGE>

            8.13 Patents, etc. The Borrower and each of the Restricted
Subsidiaries have obtained all patents, trademarks, servicemarks, trade names,
copyrights, licenses and other rights, free from burdensome restrictions, that
are necessary for the operation of their respective businesses as currently
conducted and as proposed to be conducted, except where the failure to obtain
any such rights could not reasonably be expected to have a Material Adverse
Effect.

            8.14 Environmental Laws. (a) Other than instances of noncompliance
that could not reasonably be expected to have a Material Adverse Effect: (i) the
Borrower and each of its Subsidiaries are in compliance with all Environmental
Laws in all jurisdictions in which the Borrower and each of its Subsidiaries are
currently doing business (including, without limitation, having obtained all
material permits required under Environmental Laws) and (ii) the Borrower will
comply and cause each of its Subsidiaries to comply with all such Environmental
Laws (including, without limitation, all permits required under Environmental
Laws).

            (b) Neither the Borrower nor any of its Subsidiaries has treated,
stored, transported or disposed of Hazardous Materials at or from any currently
or formerly owned Real Estate (as defined in Section 9.1(h)) or facility
relating to its business in a manner that could reasonably be expected to have a
Material Adverse Effect.

            8.15 Properties. The Borrower and each of the Restricted
Subsidiaries have good title to or leasehold interest in all properties that are
necessary for the operation of their respective businesses as currently
conducted and as proposed to be conducted, free and clear of all Liens (other
than any Liens permitted by this Agreement) and except where the failure to have
such good title could not reasonably be expected to have a Material Adverse
Effect.

            8.16 No Default. After giving effect to the amendment and
restatement of the Original Credit Agreement and the other transactions
contemplated hereby, no Default or Event of Default has occurred and is
continuing.

            SECTION 9. Affirmative Covenants. The Borrower hereby covenants and
agrees that on the Restatement Date and thereafter, for so long as this
Agreement is in effect and until the Commitments, the Swingline Commitment and
each Letter of Credit have terminated and the Loans and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder, are
paid in full:

            9.1 Information Covenants. The Borrower will furnish to each Lender
and the Administrative Agent:

            (a) Annual Financial Statements. As soon as available and in any
      event on or before the date on which such financial statements are
      required to be filed with the SEC (or, if such financial statements are
      not required to be so filed, no later than 90 days following the end of
      the fiscal year), the consolidated balance sheet of (i) the Borrower and
      the Restricted Subsidiaries and (ii) the Borrower and its Subsidiaries, in
      each case as at the end of such fiscal year and the related consolidated
      statement of operations and cash flows for such fiscal year, setting forth
      comparative consolidated figures for the preceding fiscal year and
      certified by independent certified public accountants of recognized
      national standing whose opinion shall not be qualified as to the scope of
      audit or as to the status of the Borrower or any of the Material
      Subsidiaries as a going concern, and comparative consolidated figures from
      the budget previously provided to the Administrative Agent pursuant to
      Section 9.1(e), together with a written analysis in reasonable detail by
      an Authorized Officer of the Borrower discussing material variances from
      such figures, together in any event with a certificate of such accounting
      firm stating


                                       55
<PAGE>

      that in the course of its regular audit of the business of the Borrower
      and the Material Subsidiaries, which audit was conducted in accordance
      with generally accepted auditing standards, such accounting firm has
      obtained no knowledge of any Default or Event of Default relating to
      Section 10.9, 10.10, 10.11 and 10.13 that has occurred and is continuing
      or, if in the opinion of such accounting firm such a Default or Event of
      Default has occurred and is continuing, a statement as to the nature
      thereof.

            (b) Quarterly Financial Statements. As soon as available and in any
      event on or before the date on which such financial statements are
      required to be filed with the SEC (or, if such financial statements are
      not required to be so filed, no later than 45 days following the end of
      the fiscal quarter) with respect to each of the first three quarterly
      accounting periods in each fiscal year of the Borrower, the consolidated
      balance sheet of (i) the Borrower and the Restricted Subsidiaries and (ii)
      the Borrower and its Subsidiaries, in each case as at the end of such
      quarterly period and the related consolidated statement of operations for
      such quarterly accounting period and for the elapsed portion of the fiscal
      year ended with the last day of such quarterly period, and the related
      consolidated statement of cash flows for the elapsed portion of the fiscal
      year ended with the last day of such quarterly period, and setting forth
      comparative consolidated figures for the related periods in the prior
      fiscal year or, in the case of such consolidated balance sheet, for the
      last day of the prior fiscal year and comparative consolidated figures
      from the budget for such periods previously provided to the Administrative
      Agent pursuant to Section 9.1(e), together with a written analysis in
      reasonable detail by an Authorized Officer of the Borrower discussing
      material variances from such figures, all of which shall be certified by
      an Authorized Officer of the Borrower, subject to changes resulting from
      audit and normal year-end audit adjustments.

            (c) Monthly Financial Statements. As soon as available after the end
      of each of the first two fiscal months of each fiscal quarter of the
      Borrower and in any event no later than 30 days following the end of such
      fiscal month, the consolidated balance sheet of (i) the Borrower and the
      Restricted Subsidiaries and (ii) the Borrower and its Subsidiaries, in
      each case as of the end of such fiscal month and the related consolidated
      statement of operations for such month and for the elapsed portion of the
      fiscal year ended with the last day of such fiscal month, and the related
      consolidated statement of cash flows for the elapsed portion of the fiscal
      year ended with the last day of such fiscal month, and setting comparative
      consolidated figures for the related periods in the prior fiscal year or,
      in the case of such consolidated balance sheet, for the last day of their
      prior fiscal year and comparative consolidated figures from the budget for
      such periods previously provided to the Administrative Agent pursuant to
      Section 9.1(e), together with a written analysis in reasonable detail by
      an Authorized Officer of the Borrower discussing material variances from
      such figures, all of which shall be certified by an Authorized Officer of
      the Borrower, subject to changes resulting from normal year-end audit
      adjustments.

            (d) Liquidity Forecasts. On Friday of each week or, if such date is
      not practicable, as soon as practicable thereafter, but in no event later
      than three Business Days after such date, liquidity forecasts for the
      eight-week period beginning with such week, substantially in the form
      attached hereto as Exhibit M.

            (e) Budgets. Within 60 days after the commencement of each fiscal
      year of the Borrower, budgets of the Borrower in reasonable detail for the
      fiscal year as customarily prepared by management of the Borrower for its
      internal use, setting forth the principal assumptions upon which such
      budgets are based.


                                       56
<PAGE>

            (f) Officer's Certificates. At the time of the delivery of the
      financial statements provided for in Sections 9.1(a) and (b), a
      certificate of an Authorized Officer of the Borrower to the effect that no
      Default or Event of Default exists or, if any Default or Event of Default
      does exist, specifying the nature and extent thereof, which certificate
      shall set forth (i) the calculations required to establish whether the
      Borrower and its Subsidiaries were in compliance with the provisions of
      Sections 10.9, 10.10, 10.11 and 10.13 as at the end of such fiscal year or
      period, as the case may be and (ii) a specification of any change in the
      identity of the Restricted Subsidiaries, Unrestricted Subsidiaries,
      Acquisition Subsidiaries and Foreign Subsidiaries as at the end of such
      fiscal year or period, as the case may be, from the Restricted
      Subsidiaries, Unrestricted Subsidiaries, Acquisition Subsidiaries, and
      Foreign Subsidiaries, respectively, provided to the Lenders on the
      Restatement Date or the most recent fiscal year or period, as the case may
      be. At the time of the delivery of the financial statements provided for
      in Section 9.1(a), a certificate of an Authorized Officer of the Borrower
      setting forth in reasonable detail the Available Amount as at the end of
      the fiscal year to which such financial statements relate and (ii) a
      certificate of an Authorized Officer and the chief legal officer of the
      Borrower (x) setting forth the information required pursuant to Section 2
      of the Perfection Certificate or confirming that there has been no change
      in such information since the Closing Date or the date of the most recent
      certificate delivered pursuant to this subsection (e)(ii), as the case may
      be, and (y) certifying that all Uniform Commercial Code financing
      statements (including fixture filings, as applicable) or other appropriate
      filings, recordings or registrations, including all refilings,
      rerecordings and reregistrations, containing a description of the
      Collateral have been filed of record in each governmental, municipal or
      other appropriate office in each jurisdiction identified pursuant to
      clause (x) above to the extent necessary to protect and perfect the
      Security Interest (as defined in the Security Agreement) for a period of
      not less than 18 months after the date of such certificate (except as
      noted therein with respect to any continuation statements to be filed
      within such period.

            (g) Notice of Default or Litigation. Promptly after an Authorized
      Officer of the Borrower or any of its Subsidiaries obtains knowledge
      thereof, notice of (i) the occurrence of any event that constitutes a
      Default or Event of Default, which notice shall specify the nature
      thereof, the period of existence thereof and what action the Borrower
      proposes to take with respect thereto, and (ii) any litigation or
      governmental proceeding pending against the Borrower or any of its
      Subsidiaries that could reasonably be expected to result in a Material
      Adverse Effect.

            (h) Environmental Matters. The Borrower will promptly advise the
      Lenders in writing after obtaining knowledge of any one or more of the
      following environmental matters, unless such environmental matters would
      not, individually or when aggregated with all other such matters, be
      reasonably expected to result in a Material Adverse Effect:

                        (i) Any pending or threatened Environmental Claim
            against the Borrower or any of its Subsidiaries or any Real Estate
            (as defined below);

                        (ii) Any condition or occurrence on any Real Estate that
            (x) results in noncompliance by the Borrower or any of its
            Subsidiaries with any applicable Environmental Law or (y) could
            reasonably be anticipated to form the basis of an Environmental
            Claim against the Borrower or any of its Subsidiaries or any Real
            Estate;


                                       57
<PAGE>

                        (iii) Any condition or occurrence on any Real Estate
            that could reasonably be anticipated to cause such Real Estate to be
            subject to any restrictions on the ownership, occupancy, use or
            transferability of such Real Estate under any Environmental Law; and

                        (iv) The taking of any removal or remedial action in
            response to the actual or alleged presence of any Hazardous Material
            on any Real Estate.

      All such notices shall describe in reasonable detail the nature of the
      claim, investigation, condition, occurrence or removal or remedial action
      and the Borrower's response thereto. The term "Real Estate" shall mean
      land, buildings and improvements owned or leased by the Borrower or any of
      its Subsidiaries, but excluding all operating fixtures and equipment,
      whether or not incorporated into improvements.

            (i) Other Information. Promptly upon filing thereof, copies of any
      filings on Form 10-K, 10-Q or 8-K or registration statements with, and
      reports to, the SEC by the Borrower or any of its Subsidiaries (other than
      amendments to any registration statement (to the extent such registration
      statement, in the form it becomes effective, is delivered to the Lenders),
      exhibits to any registration statement and any registration statements on
      Form S-8) and copies of all financial statements, proxy statements,
      notices and reports that the Borrower or any of its Subsidiaries shall
      send to the holders of any publicly issued debt of the Borrower and/or any
      of its Subsidiaries (including the Subordinated Notes) in their capacity
      as such holders (in each case to the extent not theretofore delivered to
      the Lenders pursuant to this Agreement) and, with reasonable promptness,
      such other information (financial or otherwise) as the Administrative
      Agent on its own behalf or on behalf of any Lender may reasonably request
      in writing from time to time.

            (j) Perfection Certificate. The Borrower shall deliver to the
      Administrative Agent on the Restatement Date a completed Perfection
      Certificate dated the Restatement Date and signed by an Authorized Officer
      and the chief legal officer of the Borrower, together with all attachments
      contemplated thereby.

            9.2 Books, Records and Inspections. The Borrower will, and will
cause each of the Specified Subsidiaries to, permit officers and designated
representatives of the Administrative Agent or the Required Lenders to visit and
inspect any of the properties or assets of the Borrower and any such Specified
Subsidiary in whomsoever's possession to the extent that it is within the
Borrower's or such Specified Subsidiary's control to permit such inspection, and
to examine the books of account of the Borrower and any such Specified
Subsidiary and discuss the affairs, finances and accounts of the Borrower and of
any such Specified Subsidiary with, and be advised as to the same by, its and
their officers and independent accountants, all at such reasonable times and
intervals and to such reasonable extent as the Administrative Agent or the
Required Lenders may desire.

            9.3 Maintenance of Insurance. The Borrower will, and will cause each
of the Material Subsidiaries to, at all times maintain in full force and effect,
with insurance companies that the Borrower believes (in the good faith judgment
of the management of the Borrower) are financially sound and responsible at the
time the relevant coverage is placed or renewed, insurance in at least such
amounts and against at least such risks (and with such risk retentions) as are
usually insured against in the same general area by companies engaged in the
same or a similar business; and will furnish to the Lenders, upon written
request from the Administrative Agent, information presented in reasonable
detail as to the insurance so carried.

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<PAGE>

            9.4 Payment of Taxes. The Borrower will pay and discharge, and will
cause each of its Subsidiaries to pay and discharge, all material taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits, or upon any properties belonging to it, prior to the date on
which material penalties attach thereto, and all lawful material claims that, if
unpaid, could reasonably be expected to become a material Lien upon any
properties of the Borrower or any of the Restricted Subsidiaries, provided that
neither the Borrower nor any of its Subsidiaries shall be required to pay any
such tax, assessment, charge, levy or claim that is being contested in good
faith and by proper proceedings if it has maintained adequate reserves (in the
good faith judgment of the management of the Borrower) with respect thereto in
accordance with GAAP.

            9.5 Consolidated Corporate Franchises. The Borrower will do, and
will cause each Material Subsidiary to do, or cause to be done, all things
necessary to preserve and keep in full force and effect its existence, corporate
rights and authority, except to the extent that the failure to do so could not
reasonably be expected to have a Material Adverse Effect; provided, however,
that the Borrower and its Subsidiaries may consummate any transaction permitted
under Section 10.3, 10.4 or 10.5.

            9.6 Compliance with Statutes, Obligations, etc. The Borrower will,
and will cause each Subsidiary to, comply with all applicable laws, rules,
regulations and orders, except to the extent the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

            9.7 ERISA. Promptly after the Borrower or any Subsidiary or any
ERISA Affiliate knows or has reason to know of the occurrence of any of the
following events that, individually or in the aggregate (including in the
aggregate such events previously disclosed or exempt from disclosure hereunder,
to the extent the liability therefor remains outstanding), would be reasonably
likely to have a Material Adverse Effect, the Borrower will deliver to each of
the Lenders a certificate of an Authorized Officer or any other senior officer
of the Borrower setting forth details as to such occurrence and the action, if
any, that the Borrower, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices (required, proposed or otherwise)
given to or filed with or by the Borrower, such Subsidiary, such ERISA
Affiliate, the PBGC, a Plan participant (other than notices relating to an
individual participant's benefits) or the Plan administrator with respect
thereto: that a Reportable Event has occurred; that an accumulated funding
deficiency has been incurred or an application is to be made to the Secretary of
the Treasury for a waiver or modification of the minimum funding standard
(including any required installment payments) or an extension of any
amortization period under Section 412 of the Code with respect to a Plan; that a
Plan having an Unfunded Current Liability has been or is to be terminated,
reorganized, partitioned or declared insolvent under Title IV of ERISA
(including the giving of written notice thereof); that a Plan has an Unfunded
Current Liability that has or will result in a lien under ERISA or the Code;
that proceedings will be or have been instituted to terminate a Plan having an
Unfunded Current Liability (including the giving of written notice thereof);
that a proceeding has been instituted against the Borrower, a Subsidiary or an
ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Plan; that the PBGC has notified the Borrower, any Subsidiary
or any ERISA Affiliate of its intention to appoint a trustee to administer any
Plan; that the Borrower, any Subsidiary or any ERISA Affiliate has failed to
make a required installment or other payment pursuant to Section 412 of the Code
with respect to a Plan; or that the Borrower, any Subsidiary or any ERISA
Affiliate has incurred or will incur (or has been notified in writing that it
will incur) any liability (including any contingent or secondary liability) to
or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062,
4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code.


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<PAGE>

            9.8 Good Repair. The Borrower will, and will cause each of the
Restricted Subsidiaries to, ensure that its properties and equipment used or
useful in its business in whomsoever's possession they may be to the extent that
it is within the Borrower's or such Restricted Subsidiary's control to cause
same, are kept in good repair, working order and condition, normal wear and tear
excepted, and that from time to time there are made in such properties and
equipment all needful and proper repairs, renewals, replacements, extensions,
additions, betterments and improvements thereto, to the extent and in the manner
customary for companies in similar businesses and consistent with third party
leases, except in each case to the extent the failure to do so could not be
reasonably expected to have a Material Adverse Effect.

            9.9 Transactions with Affiliates. The Borrower will conduct, and
cause each of the Restricted Subsidiaries to conduct, all transactions with any
of its Affiliates on terms that are substantially as favorable to the Borrower
or such Restricted Subsidiary as it would obtain in a comparable arm's-length
transaction with a Person that is not an Affiliate, provided that the foregoing
restrictions shall not apply to (a) customary fees paid to members of the Board
of Directors of the Borrower and its Subsidiaries and (b) transactions permitted
by Section 10.6, and provided further that the Borrower may not pay any fees to
KKR and/or its Affiliates other than customary fees for management, consulting
and financial services rendered by Borden (or an Affiliate of Borden to the
extent providing such service in lieu thereof) to the Borrower and its
Subsidiaries in an amount during any fiscal year not to exceed $2,500,000 in the
aggregate plus reimbursement for reasonable expenses incurred in providing such
services.

            9.10 End of Fiscal Years; Fiscal Quarters. The Borrower will, for
financial reporting purposes, cause (a) each of its, and each of its
Subsidiaries', fiscal years to end on December 31 of each year and (b) each of
its, and each of its Subsidiaries', fiscal quarters to end on dates consistent
with such fiscal year-end and the Borrower's past practice; provided, however,
that the Borrower may, upon written notice to the Administrative Agent, change
the financial reporting convention specified above to any other financial
reporting convention reasonably acceptable to the Administrative Agent, in which
case the Borrower and the Administrative Agent will, and are hereby authorized
by the Lenders to, make any adjustments to this Agreement that are necessary in
order to reflect such change in financial reporting.

            9.11 Post Closing Collateral Obligations. (a) The Borrower agrees to
procure so that the Administrative Agent has received, (i) within 60 days of the
Restatement Date, in respect of Mortgaged Property (A) a policy or policies of
title insurance issued by a nationally recognized title insurance company
insuring the Lien of each Mortgage as a valid first Lien on the Mortgaged
Property described therein, free of any other Liens except as expressly
permitted by Section 10.2, together with such endorsements, coinsurance and
reinsurance as the Administrative Agent may reasonably request, (B) the executed
legal opinion of local counsel to the Borrower in each jurisdiction where a
Mortgaged Property in the United States of America is located, substantially in
the form of Exhibit H-3, and (C) either (1) a current survey, in the form and
substance reasonably acceptable to the Administrative Agent or (2) a standard
so-called Affidavit of No Charge (or other similar customary owner affidavit)
executed by the Borrower and reasonably acceptable to the title insurance
company as will enable the title insurance company to issue the relevant title
insurance policy omitting the standard survey exception, and (ii) within 10 days
of the Restatement Date, any Foreign Subsidiary stock certificates in respect of
stock pledged under the Pledge Agreement and not otherwise provided to the
Administrative Agent on the Restatement Date.

            (b) The Borrower further agrees that if World Kitchen, Inc. has not
sold the real estate located at 1300 Hopeman Parkway, Waynesboro, VA to a third
party prior to June 30,


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2001, the Borrower will, on such date, provide the Administrative Agent with an
executed Mortgage in respect of such property and in the form of Exhibit B to
this Agreement.

            (c) The Borrower agrees to deliver to the Administrative Agent,
within 45 days of the Restatement Date, an executed Perfection Certificate
containing substantially the same collateral information as provided in the
Perfection Certificate dated April 12, 2001 but including the following
provision: " File search reports have been obtained from each Uniform Commercial
Code filing office identified with respect to such Grantor in Section 2 hereof,
and such reports reflect no liens against any of the Collateral other than those
permitted under the Credit Agreement and (ii) those for which the Borrower
has provided evidence satisfactory to the Administrative Agent that such lien
has been terminated and such termination is in the process of being recorded."

            9.12 Additional Guarantors and Grantors. The Borrower will cause (a)
any direct or indirect Domestic Subsidiary (other than any Unrestricted
Subsidiary or Acquisition Subsidiary) formed or otherwise purchased or acquired
after the date hereof and (b) any Subsidiary (other than any Unrestricted
Subsidiary or Acquisition Subsidiary) that is not a Domestic Subsidiary on the
date hereof but subsequently becomes a Domestic Subsidiary (other than any
Unrestricted Subsidiary or Acquisition Subsidiary), in each case to execute a
supplement to each of the Guarantee and the Security Agreement, in form and
substance reasonably satisfactory to the Administrative Agent, in order to
become a Guarantor under the Guarantee and a grantor under the Security
Agreement.

            9.13 Pledges of Additional Stock and Evidence of Indebtedness. The
Borrower will pledge, and, in the case of clause (c), will cause each Domestic
Subsidiary to pledge, to the Administrative Agent, for the benefit of the
Lenders, (a) all the capital stock of each Domestic Subsidiary (other than any
Unrestricted Subsidiary or Acquisition Subsidiary) and 65% of all the capital
stock of each direct Material Subsidiary that is a Foreign Subsidiary (other
than any Unrestricted Subsidiary or Acquisition Subsidiary), in each case,
formed or otherwise purchased or acquired after the date hereof, in each case
pursuant to a supplement to the Pledge Agreement in form and substance
reasonably satisfactory to the Administrative Agent, (b) all the capital stock
of any Domestic Subsidiary (other than any Unrestricted Subsidiary or
Acquisition Subsidiary) and 65% of all the capital stock of each direct Material
Subsidiary that is a Foreign Subsidiary (other than any Unrestricted Subsidiary
or Acquisition Subsidiary), in each case that is not a Subsidiary on the date
hereof but subsequently becomes a Subsidiary (other than an Unrestricted
Subsidiary or Acquisition Subsidiary), in each case pursuant to a supplement to
the Pledge Agreement in form and substance reasonably satisfactory to the
Administrative Agent, and (c) all evidences of Indebtedness in excess of
$1,000,000 owed to the Borrower or any of the Domestic Subsidiaries (other than
any Unrestricted Subsidiary or Acquisition Subsidiary), in each case pursuant to
a supplement to the Pledge Agreement in form and substance reasonably
satisfactory to the Administrative Agent.

            9.14 Use of Proceeds. The Borrower will use the Letters of Credit
and the proceeds of all Loans for the purposes set forth in the introductory
statement to this Agreement.

            9.15 Changes in Business. The Borrower and its Subsidiaries taken as
a whole will not fundamentally and substantively alter the character of their
business taken as a whole from the business conducted by the Borrower and its
Subsidiaries taken as a whole on the date hereof and other business activities
incidental or related to any of the foregoing.

            9.16 Further Assurances. (a) Subject to Section 3.2(b) of the
Security Agreement, the Borrower will, and will cause each other Credit Party
to, execute any and all further documents, financing statements, agreements and
instruments, and take all such further actions (including the filing and
recording of financing statements, fixture filings, mortgages,


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deeds of trust and other documents), which may be required under any applicable
law, or which the Administrative Agent or the Required Lenders may reasonably
request, in order to effectuate the transactions contemplated by the Credit
Documents and in order to grant, preserve, protect and perfect the validity and
priority of the security interests created or intended to be created by the
Security Agreement, the Pledge Agreement, or any Mortgage, all at the expense of
the Borrower and the Restricted Subsidiaries.

            (b) If any assets (including any real estate or improvements thereto
or any interest therein) with a book value or fair market value in excess of
$1,000,000 are acquired by the Borrower or any other Credit Party after the
Restatement Date (other than assets constituting Collateral under the Security
Agreement that become subject to the Lien of the Security Agreement upon
acquisition thereof) that are of the nature secured by the Security Agreement or
any Mortgage, as the case may be, the Borrower will notify the Administrative
Agent and the Lenders thereof, and, if requested by the Administrative Agent or
the Required Lenders, the Borrower will cause such assets to be subjected to a
Lien securing the applicable Obligations and will take, and cause the other
Credit Parties to take, such actions as shall be necessary or reasonably
requested by the Administrative Agent to grant and perfect such Liens, including
actions described in paragraph (a) of this Section, all at the expense of the
Credit Parties.

            SECTION 10. Negative Covenants. The Borrower hereby covenants and
agrees that on the Restatement Date and thereafter, for so long as this
Agreement is in effect and until the Commitments, the Swingline Commitment and
each Letter of Credit have terminated and the Loans and Unpaid Drawings,
together with interest, Fees and all other Obligations incurred hereunder, are
paid in full:

            10.1 Limitation on Indebtedness. The Borrower will not, and will not
permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to
exist any Indebtedness, except:

            (a) Indebtedness arising under the Credit Documents;

            (b) Indebtedness of (i) the Borrower to any Subsidiary of the
      Borrower and (ii) any Restricted Subsidiary to the Borrower or any other
      Subsidiary of the Borrower;

            (c) Indebtedness in respect of any bankers' acceptance, letter of
      credit, warehouse receipt or similar facilities entered into in the
      ordinary course of business;

            (d) except as provided in clauses (j) and (k) below, Guarantee
      Obligations incurred by (i) Restricted Subsidiaries in respect of
      Indebtedness of the Borrower or other Restricted Subsidiaries that is
      permitted to be incurred under this Agreement and (ii) the Borrower in
      respect of Indebtedness of the Restricted Subsidiaries that is permitted
      to be incurred under this Agreement;

            (e) Guarantee Obligations incurred in the ordinary course of
      business in respect of obligations of suppliers, customers, franchisees,
      lessors and licensees;

            (f) (i) Indebtedness (including Indebtedness arising under Capital
      Leases) incurred within 270 days of the acquisition, construction or
      improvement of fixed or capital assets to finance the acquisition,
      construction or improvement of such fixed or capital assets or otherwise
      incurred in respect of Capital Expenditures permitted by Section 10.12,
      (ii) Indebtedness arising under Capital Leases entered into in connection
      with Permitted Sale Leasebacks and (iii) Indebtedness arising under
      Capital Leases, other than Capital


                                       62
<PAGE>

      Leases in effect on the Original Closing Date and Capital Leases entered
      into pursuant to subclauses (i) and (ii) above, provided that the
      aggregate amount of Indebtedness incurred pursuant to subclauses (i) and
      (iii) shall not exceed $25,000,000 at any time outstanding, and (iv) any
      refinancing, refunding, renewal or extension of any Indebtedness specified
      in subclause (i), (ii) or (iii) above, provided that the principal amount
      thereof is not increased above the principal amount thereof outstanding
      immediately prior to such refinancing, refunding, renewal or extension;

            (g) Indebtedness outstanding on the Restatement Date and listed on
      Schedule 10.1 and any refinancing, refunding, renewal or extension
      thereof, provided that (i) the principal amount thereof is not increased
      above the principal amount thereof outstanding immediately prior to such
      refinancing, refunding, renewal or extension, except to the extent
      otherwise permitted hereunder, and (ii) the direct and contingent obligors
      with respect to such Indebtedness are not changed;

            (h) Indebtedness in respect of Hedge Agreements;

            (i) Indebtedness in respect of the Subordinated Notes;

            (j) Indebtedness of Restricted Foreign Subsidiaries in an aggregate
      amount at any time outstanding not to exceed (i) $25,000,000 minus (ii)
      the amount, if any, by which the aggregate amount of Indebtedness incurred
      and outstanding at such time pursuant to clause (l) below exceeds (x)
      $70,000,000 at any time prior to the Perfection Date or (y) $50,000,000 at
      any time on or after the Perfection Date, provided that no Indebtedness
      (other than under facilities in effect on the Restatement Date) may be
      incurred pursuant to this clause (j) prior to the Perfection Date;

            (k) (i) Indebtedness incurred in connection with any Permitted Sale
      Leaseback and (ii) any refinancing, refunding, renewal or extension of any
      Indebtedness specified in subclause (i) above, provided that, except to
      the extent otherwise permitted hereunder, (x) the principal amount of any
      such Indebtedness is not increased above the principal amount thereof
      outstanding immediately prior to such refinancing, refunding, renewal or
      extension and (y) the direct and contingent obligors with respect to such
      Indebtedness are not changed;

            (l) (i) additional Indebtedness, provided that the aggregate amount
      of Indebtedness incurred and remaining outstanding pursuant to this clause
      (l) shall not at any time exceed the sum of (A) (x) $70,000,000 at any
      time prior to the Perfection Date or (y) $50,000,000 at any time on or
      after the Perfection Date and (B) the amount, if any, by which $25,000,000
      exceeds the aggregate amount of Indebtedness then outstanding under clause
      (j) above, and (ii) any refinancing, refunding, renewal or extension of
      any Indebtedness specified in subclause (i) above and provided further
      that until the Perfection Date, the Borrower may incur or have outstanding
      Indebtedness under this clause (l) only pursuant to the Borden Facility;
      and

            (m) Indebtedness the proceeds of which are applied to redeem,
      repurchase, prepay or acquire Subordinated Notes so long as either (i)(x)
      no amortization is required in respect of such Indebtedness prior to the
      date that is six months after the Tranche C Maturity Date, (y) the
      covenants and other terms governing such Indebtedness are no more
      restrictive than those contained in the instruments governing the
      Subordinated Notes and are otherwise not materially more adverse to the
      interests of the Lenders and (z) such Indebtedness is subordinated to the
      Loans in right of payment on terms no less


                                       63
<PAGE>

      favorable to the Lenders than the subordination terms of the Subordinated
      Notes or (ii) such Indebtedness satisfies the requirements of clause (y)
      of Section 10.7(a)(ii).

            10.2 Limitation on Liens. The Borrower will not, and will not permit
any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist
any Lien upon any property or assets of any kind (real or personal, tangible or
intangible) of the Borrower or any Restricted Subsidiary, whether now owned or
hereafter acquired, except:

            (a) Liens arising under the Credit Documents;

            (b) Permitted Liens;

            (c) Liens securing Indebtedness permitted pursuant to Section
      10.1(f), provided that such Liens attach at all times only to the assets
      so financed;

            (d) Liens existing on the date hereof;

            (e) the replacement, extension or renewal of any Lien permitted by
      clauses (a) through (d) above upon or in the same assets theretofore
      subject to such Lien or the replacement, extension or renewal (without
      increase in the amount or change in any direct or contingent obligor
      except to the extent otherwise permitted hereunder) of the Indebtedness
      secured thereby; and

            (f) Liens securing Indebtedness under the Borden Facility arising
      pursuant to a security agreement that is expressly subject to the
      Intercreditor Agreement.

            10.3 Limitation on Fundamental Changes. Except as expressly
permitted by Section 10.4 or 10.5, the Borrower will not, and will not permit
any of the Restricted Subsidiaries to, enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease, assign, transfer or
otherwise dispose of, all or substantially all its business units, assets or
other properties, except that:

                  (i) any Subsidiary of the Borrower or any other Person may be
            merged or consolidated with or into the Borrower, provided that (i)
            the Borrower shall be the continuing or surviving corporation or the
            Person formed by or surviving any such merger or consolidation (if
            other than the Borrower) shall be a corporation organized or
            existing under the laws of the United States, any state thereof, the
            District of Columbia or any territory thereof (the Borrower or such
            Person, as the case may be, being herein referred to as the
            "Successor Borrower"), (ii) the Successor Borrower (if other than
            the Borrower) shall expressly assume all the obligations of the
            Borrower under this Agreement and the other Credit Documents
            pursuant to a supplement hereto or thereto in form reasonably
            satisfactory to the Administrative Agent, (iii) no Default or Event
            of Default would result from the consummation of such merger or
            consolidation, (iv) the Successor Borrower shall be in compliance,
            on a pro forma basis after giving effect to such merger or
            consolidation, with the covenants set forth in Sections 10.9, 10.10,
            10.11 and 10.13, as such covenants are recomputed as at the last day
            of the most recently ended Test Period under such Section as if such
            merger or consolidation had occurred on the first day of such Test
            Period, (v) each Guarantor, unless it is the other party to such
            merger or consolidation, shall have by a supplement to the Guarantee
            confirmed that its Guarantee shall apply to the Successor Borrower's
            obligations under this Agreement and (vi) the Borrower shall have
            delivered to the


                                       64
<PAGE>

            Administrative Agent an officer's certificate and an opinion of
            counsel, each stating that such merger or consolidation and such
            supplement to this Agreement or any Guarantee comply with this
            Agreement, provided further that if the foregoing are satisfied, the
            Successor Borrower (if other than the Borrower) will succeed to, and
            be substituted for, the Borrower under this Agreement;

                  (ii) any Subsidiary of the Borrower or any other Person may be
            merged or consolidated with or into any one or more Subsidiaries of
            the Borrower, provided that (i) in the case of any merger or
            consolidation involving one or more Restricted Subsidiaries, (A) a
            Restricted Subsidiary shall be the continuing or surviving
            corporation or (B) the Borrower shall take all steps necessary to
            cause the Person formed by or surviving any such merger or
            consolidation (if other than a Restricted Subsidiary) to become a
            Restricted Subsidiary, (ii) in the case of any merger or
            consolidation involving one or more Guarantors, a Guarantor shall be
            the continuing or surviving corporation or the Person formed by or
            surviving any such merger or consolidation (if other than a
            Guarantor) shall execute a supplement to the Guarantee in form and
            substance reasonably satisfactory to the Administrative Agent in
            order to become a Guarantor, (iii) no Default or Event of Default
            would result from the consummation of such merger or consolidation,
            (iv) the Borrower shall be in compliance, on a pro forma basis after
            giving effect to such merger or consolidation, with the covenants
            set forth in Sections 10.9, 10.10, 10.11 and 10.13, as such
            covenants are recomputed as at the last day of the most recently
            ended Test Period under such Section as if such merger or
            consolidation had occurred on the first day of such Test Period, and
            (v) the Borrower shall have delivered to the Administrative Agent an
            Officers' Certificate stating that such merger or consolidation and
            such supplement to any Guarantee comply with this Agreement;

                  (iii) any Restricted Subsidiary that is not a Guarantor may
            sell, lease, transfer or otherwise dispose of any or all of its
            assets (upon voluntary liquidation or otherwise) to the Borrower, a
            Guarantor or any other Restricted Subsidiary of the Borrower; and

                  (iv) any Guarantor may sell, lease, transfer or otherwise
            dispose of any or all of its assets (upon voluntary liquidation or
            otherwise) to the Borrower or any other Guarantor.

            10.4 Limitation on Sale of Assets. The Borrower will not, and will
not permit any of the Restricted Subsidiaries to, (i) convey, sell, lease,
assign, transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired (other than any such sale, transfer, assignment
or other disposition resulting from any casualty or condemnation, of any assets
of the Borrower or the Restricted Subsidiaries) or (ii) sell any shares owned by
it of any Restricted Subsidiary's capital stock to any Person other than the
Borrower, a Guarantor or a Restricted Foreign Subsidiary, except that:

            (a) the Borrower and the Restricted Subsidiaries may sell, transfer
      or otherwise dispose of used or surplus equipment, vehicles, inventory and
      other assets in the ordinary course of business;

            (b) the Borrower and the Restricted Subsidiaries may sell, transfer
      or otherwise dispose of other assets for fair value, provided that (i) the
      aggregate amount of such sales,


                                       65
<PAGE>

      transfers and disposals by the Borrower and the Restricted Subsidiaries
      taken as a whole pursuant to this clause (b) shall not exceed in the
      aggregate $25,000,000 during the period from and including the Restatement
      Date to and including the Tranche C Maturity Date, (ii) any consideration
      in excess of $1,000,000 received by the Borrower or any Guarantor in
      connection with such sales, transfers and other dispositions of assets
      pursuant to this clause (b) that is in the form of Indebtedness shall be
      pledged to the Administrative Agent pursuant to Section 9.13, (iii) with
      respect to any such sale, transfer or disposition (or series of related
      sales, transfers or dispositions) in an aggregate amount in excess of
      $10,000,000, the Borrower shall be in compliance, on a pro forma basis
      after giving effect to such sale, transfer or disposition, with the
      covenants set forth in Sections 10.9, 10.10, 10.11 and 10.13, as such
      covenants are recomputed as at the last day of the most recently ended
      Test Period under such Sections as if such sale, transfer or disposition
      had occurred on the first day of such Test Period, and (iv) after giving
      effect to any such sale, transfer or disposition, no Default or Event of
      Default shall have occurred and be continuing;

            (c) the Borrower and the Restricted Subsidiaries may make sales of
      assets to the Borrower or to any Restricted Subsidiary, provided that any
      such sales to Restricted Foreign Subsidiaries shall be for fair value;

            (d) any Restricted Subsidiary may effect any transaction permitted
      by Section 10.3;

            (e) the Borrower and the Restricted Subsidiaries may effect
      Specified Asset Sales for fair value and for 100% cash consideration; and

            (f) the Borrower and the Restricted Subsidiaries may sell, transfer
      or otherwise dispose of retail and outlet stores in connection with
      Permitted Sale Leasebacks.

            10.5 Limitation on Investments. The Borrower will not, and will not
permit any of the Restricted Subsidiaries to, make any advance, loan, extensions
of credit or capital contribution to, or purchase any stock, bonds, notes,
debentures or other securities of or any assets of, or make any other investment
in, any Person, except:

            (a) extensions of trade credit and asset purchases in the ordinary
      course of business;

            (b) Permitted Investments;

            (c) loans and advances to officers, directors and employees of the
      Borrower or any of its Subsidiaries (i) to finance the purchase of capital
      stock of the Borrower and (ii) for additional purposes not contemplated by
      subclause (i) above in an aggregate principal amount at any time
      outstanding with respect to this clause (ii) not exceeding $5,000,000;

            (d) investments existing on the date hereof and any extensions,
      renewals or reinvestments thereof, so long as the aggregate amount of all
      investments pursuant to this clause (d) is not increased at any time above
      the amount of such investments existing on the date hereof;

            (e) investments in Hedge Agreements permitted by Section 10.1(h);


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<PAGE>

            (f) investments received in connection with the bankruptcy or
      reorganization of suppliers or customers and in settlement of delinquent
      obligations of, and other disputes with, customers arising in the ordinary
      course of business;

            (g) investments to the extent that payment for such investments is
      made solely with capital stock of the Borrower;

            (h) investments constituting non-cash proceeds of sales, transfers
      and other dispositions of assets to the extent permitted by Section 10.4;

            (i) investments in any Guarantor;

            (j) investments in any Restricted Foreign Subsidiary, provided that
      the aggregate amount of any such investment made by the Borrower or any
      Restricted Subsidiary (other than any Restricted Foreign Subsidiary) shall
      not exceed (i) the Available Foreign Investment Amount at the time of such
      investment minus (ii) the portion of the Available Foreign Investment
      Amount being used at such time for investments made pursuant to clause (m)
      below;

            (k) investments made to pay for the repurchase, retirement or other
      acquisition of the Remaining Equity in an aggregate amount at the time of
      such investment not in excess of the lesser of (i) the Available Amount at
      such time and (ii) the aggregate amount of such investments then permitted
      to be made under the Subordinated Note Indenture;

            (l) investments made to repurchase or retire common stock of the
      Borrower owned by the Borrower's employee stock ownership plan or key
      employee stock ownership plan;

            (m) additional investments (including investments in Minority
      Investments, Unrestricted Subsidiaries and Acquisition Subsidiaries) in an
      aggregate amount at the time of such investment not in excess of the sum
      of (i) the Available Amount at such time and (ii) the amount equal to
      one-half of the Available Foreign Investment Amount at such time; and

            (n) investments permitted under Section 10.6.

            10.6 Limitation on Dividends. The Borrower will not declare or pay
any dividends (other than dividends payable solely in its capital stock or
rights, warrants or options to purchase its capital stock) or return any capital
to its stockholders or make any other distribution, payment or delivery of
property or cash to its stockholders as such, or redeem, retire, purchase or
otherwise acquire, directly or indirectly, for consideration, any shares of any
class of its capital stock or the capital stock of any direct or indirect parent
of the Borrower now or hereafter outstanding (or any warrants for or options or
stock appreciation rights in respect of any of such shares), or set aside any
funds for any of the foregoing purposes, or permit any of the Restricted
Subsidiaries to purchase or otherwise acquire for consideration (other than in
connection with an investment permitted by Section 10.5) any shares of any class
of the capital stock of the Borrower, now or hereafter outstanding (or any
options or warrants or stock appreciation rights issued by such Person with
respect to its capital stock) (all of the foregoing "Dividends"), provided that,
so long as no Default or Event of Default exists or would exist after giving
effect thereto, (a) the Borrower may redeem in whole or in part any capital
stock of the Borrower (i) for the Replacement Preferred Stock, (ii) for another
class of capital stock or rights to acquire capital stock of the Borrower or
(iii) with proceeds from substantially concurrent equity contributions or


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<PAGE>

issuances of new shares of capital stock, provided that such other class of
capital stock (other than any Replacement Preferred Stock) contains terms and
provisions at least as advantageous to the Lenders in all respects material to
their interests as those contained in the capital stock redeemed thereby, (b)
the Borrower may repurchase shares of its capital stock (and/or options or
warrants in respect thereof) held by its officers, directors and employees so
long as such repurchase is pursuant to, and in accordance with the terms of,
management and/or employee stock plans, stock subscription agreements or
shareholder agreements in an aggregate amount not to exceed $1,000,000 in any
calendar year plus an additional $1,000,000 over the term of this Agreement, (c)
the Borrower may make investments permitted by Section 10.5 and (d) the Borrower
may declare and pay dividends and/or make distributions on its capital stock,
the proceeds of which will be used by CCPC solely to pay taxes of CCPC, the
Borrower and its Subsidiaries as part of a consolidated tax filing group, along
with franchise taxes, administrative and similar expenses related to its
existence and ownership of the Borrower, provided that the amount of such
dividends does not exceed in any fiscal year the amount of such taxes and
expenses payable for such fiscal year.

            10.7 Limitations on Debt Payments and Amendments. (a) The Borrower
will not prepay, repurchase or redeem or otherwise defease any Subordinated
Notes; provided, however, that so long as no Default or Event of Default has
occurred and is continuing, the Borrower may prepay, repurchase, redeem or
otherwise defease Subordinated Notes (x) for an aggregate price not in excess of
the Available Amount at the time of such prepayment, repurchase or redemption,
(y) with the proceeds of or in exchange for subordinated Indebtedness that (1)
is permitted by Section 10.1 and (2) has terms material to the interests of the
Lenders not materially less advantageous to the Lenders than those of the
Subordinated Notes or (z) with proceeds of or in exchange for Indebtedness
permitted under Section 10.1(m) or in exchange for new equity.

            (b) The Borrower will not waive, amend, modify, terminate or release
the Subordinated Loan Agreement, the Subordinated Note Indenture or the Borden
Facility or any commitment thereunder to the extent that any such waiver,
amendment or modification would be adverse to the Lenders in any material
respect, except for amendments to the Borden Facility the only effect of which
is to increase the aggregate commitment of the lenders thereunder to a principal
amount not exceeding $55,000,000.

            (c) The Borrower will not waive, amend, modify, terminate or release
the Certificate of Designations relating to the Junior Preferred Stock or the
1999 Junior Preferred Stock to the extent that any such waiver, amendment,
modification, termination or release would be adverse to the Lenders in any
material respect, provided that the Borrower shall be entitled to make
appropriate modifications to the Certificate of Designations consistent with
clause (b) of the definition of the term Replacement Preferred Stock or in
connection with the issuance of the Replacement Preferred Stock as contemplated
by Section 10.6(a).

            (d) The Borrower will not prepay, and will not permit any of its
subsidiaries to prepay, any loan under the Borden Facility (i) if any Default or
Event of Default has occurred and is continuing or (ii) while any Tranche B
Revolving Credit Loan is outstanding.

            10.8 Limitations on Sale Leasebacks The Borrower will not, and will
not permit any of the Restricted Subsidiaries to, enter into or effect any Sale
Leasebacks, other than Permitted Sale Leasebacks.


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<PAGE>

            10.9 Consolidated Lease Expense. The Borrower will not permit
Consolidated Lease Expense for any fiscal year of the Borrower set forth below
to exceed the amount set forth below opposite such fiscal year:

                        Fiscal Year       Amount
                        -----------       ------

                           2001        $31,000,000
                           2002         33,000,000
                           2003         36,000,000
                           2004         40,000,000
                           2005         42,000,000
                           2006         42,000,000
                           2007         42,000,000

            10.10 Consolidated Total Debt to Consolidated EBITDA Ratio. The
Borrower will not permit the Consolidated Total Debt to Consolidated EBITDA
Ratio for any Test Period ending during any period set forth below to be greater
than the ratio set forth below opposite such period:

                          Period                 Ratio
                          ------                 -----

                    12/31/01 - 12/30/02       8.60:1.00

                    12/31/02 - 12/30/03       6.25:1.00

                    12/31/03 - 12/30/04       5.30:1.00

                    12/31/04 - 12/30/05       4.30:1.00

                    12/31/05 and thereafter   3:60:1:00

            10.11 Consolidated EBITDA to Consolidated Interest Expense Ratio.
The Borrower will not permit the Consolidated EBITDA to Consolidated Interest
Expense Ratio for any Test Period ending during any period set forth below to be
less than the ratio set forth below opposite such period:

                          Period                 Ratio
                          ------                 -----

                    12/31/01 - 12/30/02       1.20:1.00

                    12/31/02 - 12/30/03       1.60:1.00

                    12/31/03 - 12/30/04       1.80:1.00

                    12/31/04 - 12/30/05       2.20:1.00

                    12/31/05 and thereafter   2.60:1.00

            10.12 Capital Expenditures. The Borrower will not, and will not
permit any of the Restricted Subsidiaries to, make any Capital Expenditures,
that would cause the aggregate amount of such Capital Expenditures made by the


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<PAGE>

any fiscal year of the Borrower set forth below to exceed the amount set forth
below opposite such fiscal year:

                        Fiscal Year       Amount
                        -----------       ------

                           2001         50,000,000
                           2002         45,000,000
                           2003         30,000,000
                           2004         30,000,000
                           2005         30,000,000
                           2006         30,000,000
                           2007         30,000,000

To the extent that Capital Expenditures made by the Borrower and the Restricted
Subsidiaries during any fiscal year are less than the maximum amount permitted
to be made for such fiscal year, such unused amount (each such amount, a
"carry-forward amount") may be carried forward to the immediately succeeding
fiscal year and utilized to make such Capital Expenditures in such succeeding
fiscal year in the event the amount set forth above for such succeeding fiscal
year has been used (it being understood and agreed that (a) no carry-forward
amount may be carried forward beyond the fiscal year immediately succeeding the
fiscal year in which it arose, (b) no portion of the carry-forward amount
available for any fiscal year may be used until the entire amount of such
Capital Expenditures permitted to be made in such fiscal year (without giving
effect to such carry-forward amount) shall be made and (c) no carry-forward
amount existing under the Original Credit Agreement from any period prior to
fiscal year 2001 may be utilized as a carry-forward amount hereunder.
Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries may
make Capital Expenditures in any fiscal year prior to 2007 that would cause the
aggregate amount of Capital Expenditures to exceed the maximum amount otherwise
permitted in such fiscal year (including any carry-forward amount) by an amount
not to exceed $10,000,000, provided that in such case, the maximum amount
permitted in the immediately following fiscal year shall be reduced by the
amount of such excess.

            10.13 Minimum EBITDA. The Borrower will not permit Consolidated
EBITDA for any Test Period ending during any period set forth below to be less
than the amount set forth below opposite such period:

                    Period                               Amount
                    ------                               ------

             Restatement Date - 6/29/01               $ 6,000,000

             06/30/01 - 09/29/01                       18,000,000

             09/30/01 - 12/30/01                       43,000,000

             12/31/01 - 3/30/02                        92,000,000

             3/31/02 - 6/29/02                         93,000,000

             6/30/02 - 9/29/02                         94,000,000

             9/30/02 - 12/30/02                        99,000,000

             12/31/02 - 3/30/03                       116,000,000

             3/31/03 - 6/29/03                        117,000,000


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<PAGE>

             6/30/03 - 9/29/03                       119,000,000

             9/30/03 - 12/30/03                      122,000,000

             12/31/03 - 3/30/04                      129,000,000

             3/31/04 - 6/29/04                       130,000,000

             6/30/04 - 9/29/04                       132,000,000

             9/30/04 - 12/30/04                      135,000,000

             12/31/04 - 3/30/05                      142,000,000

             3/31/05 - 6/29/05                       142,000,000

             6/30/05 - 9/29/05                       143,000,000

             9/30/05 - 12/30/05                      144,000,000

             12/31/05 and thereafter                 147,000,000

            SECTION 11. Events of Default. Upon the occurrence of any of the
following specified events (each an "Event of Default"):

            11.1 Payments. The Borrower shall (a) default in the payment when
due of any principal of the Loans or (b) default, and such default shall
continue for five or more days, in the payment when due of any interest on the
Loans or any Fees or any Unpaid Drawings or of any other amounts owing hereunder
or under any other Credit Document; or

            11.2 Representations, etc.. Any representation, warranty or
statement made or deemed made by any Credit Party herein or in the Guarantee,
the Pledge Agreement, the Security Agreement, any Mortgage or any certificate
delivered or required to be delivered pursuant hereto or thereto shall prove to
be untrue in any material respect on the date as of which made or deemed made;
or

            11.3 Covenants. Any Credit Party shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 9.1(g), 9.11, 9.16 or Section 10 or (b) default in the due performance
or observance by it of any term, covenant or agreement (other than those
referred to in Section 11.1 or 11.2 or clause (a) of this Section 11.3)
contained in this Agreement, the Guarantee, the Pledge Agreement, the Security
Agreement or any Mortgage and such default shall continue unremedied for a
period of at least 30 days after receipt of written notice by the Borrower from
the Administrative Agent or the Required Lenders; or

            11.4 Default Under Other Agreements. (a) The Borrower or any of the
Restricted Subsidiaries shall (i) default in any payment with respect to any
Indebtedness (other than the Obligations) in excess of $5,000,000 in the
aggregate, for the Borrower and such Subsidiaries, beyond the period of grace,
if any, provided in the instrument or agreement under which such Indebtedness
was created or (ii) default in the observance or performance of any agreement or
condition relating to any such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or (except in the case of
Indebtedness consisting of any Hedge Agreement) any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause, any such Indebtedness to
become due prior to its stated maturity; or (b) without limiting the provisions
of clause (a) above, any such Indebtedness (other than Indebtedness consisting
of any Hedge


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<PAGE>

Agreement) shall be declared to be due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment or as a mandatory
prepayment, prior to the stated maturity thereof; or

            11.5 Bankruptcy, etc. The Borrower or any Specified Subsidiary shall
commence a voluntary case concerning itself under Title 11 of the United States
Code entitled "Bankruptcy," as now or hereafter in effect, or any successor
thereto (the "Bankruptcy Code"); or an involuntary case is commenced against the
Borrower or any Specified Subsidiary and the petition is not controverted within
10 days after commencement of the case; or an involuntary case is commenced
against the Borrower or any Specified Subsidiary and the petition is not
dismissed within 60 days after commencement of the case; or a custodian (as
defined in the Bankruptcy Code) is appointed for, or takes charge of, all or
substantially all of the property of the Borrower or any Specified Subsidiary;
or the Borrower or any Specified Subsidiary commences any other proceeding under
any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Borrower or any Specified
Subsidiary; or there is commenced against the Borrower or any Specified
Subsidiary any such proceeding that remains undismissed for a period of 60 days;
or the Borrower or any Specified Subsidiary is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or the Borrower or any Specified Subsidiary suffers any
appointment of any custodian or the like for it or any substantial part of its
property to continue undischarged or unstayed for a period of 60 days; or the
Borrower or any Specified Subsidiary makes a general assignment for the benefit
of creditors; or any corporate action is taken by the Borrower or any Specified
Subsidiary for the purpose of effecting any of the foregoing; or

            11.6 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof or a waiver of such standard
or extension of any amortization period is sought or granted under Section 412
of the Code; any Plan is or shall have been terminated or is the subject of
termination proceedings under ERISA (including the giving of written notice
thereof); an event shall have occurred or a condition shall exist in either case
entitling the PBGC to terminate any Plan or to appoint a trustee to administer
any Plan (including the giving of written notice thereof); any Plan shall have
an accumulated funding deficiency (whether or not waived); the Borrower or any
Subsidiary or any ERISA Affiliate has incurred or is likely to incur a liability
to or on account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063,
4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code (including
the giving of written notice thereof); (b) there could result from any event or
events set forth in clause (a) of this Section 11.6 the imposition of a lien,
the granting of a security interest, or a liability, or the reasonable
likelihood of incurring a lien, security interest or liability; and (c) such
lien, security interest or liability will or would be reasonably likely to have
a Material Adverse Effect; or

            11.7 Guarantee. The Guarantee or any material provision thereof
shall cease to be in full force or effect or any Guarantor thereunder or any
Credit Party shall deny or disaffirm in writing such Guarantor's obligations
under the Guarantee; or

            11.8 Pledge Agreement. The Pledge Agreement or any material
provision thereof shall cease to be in full force or effect (other than pursuant
to the terms hereof or thereof or as a result of acts or omissions of the
Administrative Agent or any Lender) or any Pledgor thereunder or any Credit
Party shall deny or disaffirm in writing such Pledgor's obligations under the
Pledge Agreement; or


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<PAGE>

            11.9 Security Agreement. The Security Agreement or any material
provision thereof shall cease to be in full force or effect (other than pursuant
to the terms hereof or thereof or as a result of acts or omissions of the
Administrative Agent or any Lender) or any grantor thereunder or any Credit
Party shall deny or disaffirm in writing such grantor's obligations under the
Security Agreement; or

            11.10 Mortgages. Any Mortgage or any material provision of any
Mortgage shall cease to be in full force or effect (other than pursuant to the
terms hereof or thereof or as a result of acts or omissions of the
Administrative Agent or any Lender) or any Mortgagor there-under or any Credit
Party shall deny or disaffirm in writing such Mortgagor's obligations under any
Mortgage; or

            11.11 Borden Facility. The Borden Facility or any material provision
thereof shall cease to be in full force and effect (other than pursuant to the
terms thereof) or the lender thereunder shall (i) deny or disaffirm in writing
its obligations thereunder or (ii) be prohibited, by law, contract or otherwise
from making loans thereunder; or

            11.12 Intercreditor Agreement. The Intercreditor Agreement or any
material provision thereof shall cease to be in full force or effect (other than
pursuant to the terms hereof or thereof or as a result of acts or omissions of
the Administrative Agent or any Lender) or Borden or any Credit Party shall deny
or disaffirm in writing such Person's obligations under the Intercreditor
Agreement.

            11.13 Judgment. One or more judgments or decrees shall be entered
against the Borrower or any of the Restricted Subsidiaries involving a liability
of $5,000,000 or more in the aggregate for all such judgments and decrees for
the Borrower and the Restricted Subsidiaries (to the extent not paid or fully
covered by insurance provided by a carrier not disputing coverage) and any such
judgments or decrees shall not have been satisfied, vacated, discharged or
stayed or bonded pending appeal within 60 days from the entry thereof; or

            11.14 Change of Control. A Change of Control shall occur; then, and
in any such event, and at any time thereafter, if any Event of Default shall
then be continuing, the Administrative Agent shall, upon the written request of
the Required Lenders, by written notice to the Borrower, take any or all of the
following actions, without prejudice to the rights of the Administrative Agent
or any Lender to enforce its claims against the Borrower, except as otherwise
specifically provided for in this Agreement (provided that, if an Event of
Default specified in Section 11.5 shall occur with respect to the Borrower or
any Specified Subsidiary, the result that would occur upon the giving of written
notice by the Administrative Agent as specified in clauses (i), (ii) and (iv)
below shall occur automatically without the giving of any such notice): (i)
declare the Total Term Loan Commitment and the Total Revolving Commitment
terminated, whereupon the Commitments and Swingline Commitment, if any, of each
Lender or Chase, as the case may be, shall forthwith terminate immediately and
any Fees theretofore accrued shall forthwith become due and payable without any
other notice of any kind; (ii) declare the principal of and any accrued interest
in respect of all Loans and all Obligations owing hereunder and thereunder to
be, whereupon the same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; (iii) terminate any Letter of Credit that may be
terminated in accordance with its terms; and/or (iv) direct the Borrower to pay
(and the Borrower agrees that upon receipt of such notice, or upon the
occurrence of an Event of Default specified in Section 11.5 with respect to the
Borrower or any Specified Subsidiary, it will pay) to the Administrative Agent
at the Administrative Agent's Office such additional amounts of cash, to be held
as security for the


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<PAGE>

Borrower's reimbursement obligations for Drawings that may subsequently occur
thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued
and then outstanding.

            SECTION 12. The Administrative Agent.

            12.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Credit Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Credit Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Credit
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Credit Document or
otherwise exist against the Administrative Agent. Neither the Syndication Agent
nor the Documentation Agent, in their respective capacities as such, shall have
any obligations, duties or responsibilities under this Agreement.

            12.2 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement and the other Credit Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

            12.3 Exculpatory Provisions. Neither the Administrative Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (a) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Credit Document (except for its or such Person's own gross negligence or
willful misconduct) or (b) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by the Borrower or
any Guarantor or any officer thereof contained in this Agreement or any other
Credit Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Administrative Agent under or
in connection with, this Agreement or any other Credit Document or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Credit Document or for any failure of the Borrower
or any Guarantor to perform its obligations hereunder or thereunder. The
Administrative Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Credit
Document, or to inspect the properties, books or records of the Borrower.

            12.4 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
writing, resolution, notice, consent, certificate, affidavit, letter, telecopy,
telex or teletype message, statement, order or other document or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent. The
Administrative Agent may deem and treat the Lender specified in the Register
with respect to any amount owing hereunder as the owner thereof for all purposes
unless a written notice of assignment, negotiation or transfer thereof shall
have been filed with the Administrative Agent. The Administrative Agent shall be
fully justified


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<PAGE>

in failing or refusing to take any action under this Agreement or any other
Credit Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense that may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Credit Documents in
accordance with a request of the Required Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Loans.

            12.5 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders, provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders (except to the extent that
this Agreement requires that such action be taken only with the approval of the
Required Lenders or each of the Lenders, as applicable).

            12.6 Non-Reliance on Administrative Agent and Other Lenders. Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Borrower or any Guarantor, shall be deemed to constitute any representation
or warranty by the Administrative Agent to any Lender. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
the Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and any Guarantor and made its
own decision to make its Loans hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Credit Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrower and any
Guarantor. Except for notices, reports and other documents expressly required to
be furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, assets,
operations, properties, financial condition, prospects or creditworthiness of
the Borrower or any Guarantor that may come into the possession of the
Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.

            12.7 Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective portions of the Total Credit Exposure in
effect on the date on which indemnification is sought (or, if indemnification is
sought after the date upon which the Commitments shall have terminated and


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the Loans shall have been paid in full, ratably in accordance with their
respective portions of the Total Credit Exposure in effect immediately prior to
such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever that may at any time (including, without limitation, at
any time following the payment of the Loans) be imposed on, incurred by or
asserted against the Administrative Agent in any way relating to or arising out
of, the Commitments, this Agreement, any of the other Credit Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing, provided
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the Administrative Agent's gross
negligence or willful misconduct. The agreements in this Section 12.7 shall
survive the payment of the Loans and all other amounts payable hereunder.

            12.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower and any Guarantor
as though the Administrative Agent were not the Administrative Agent hereunder
and under the other Credit Documents. With respect to the Loans made by it, the
Administrative Agent shall have the same rights and powers under this Agreement
and the other Credit Documents as any Lender and may exercise the same as though
it were not the Administrative Agent, and the terms "Lender" and "Lenders" shall
include the Administrative Agent in its individual capacity.

            12.9 Successor Agent. The Administrative Agent may resign as
Administrative Agent upon 20 days' prior written notice to the Lenders and the
Borrower. If the Administrative Agent shall resign as Administrative Agent under
this Agreement and the other Credit Documents, then the Required Lenders shall
appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall be approved by the Borrower (which approval shall not be
unreasonably withheld), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
this Section 12 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Credit Documents.

            SECTION 13. Miscellaneous.

            13.1 Amendments and Waivers. Neither this Agreement nor any other
Credit Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 13.1. The
Required Lenders may, or, with the written consent of the Required Lenders, the
Administrative Agent may, from time to time, (a) enter into with the relevant
Credit Party or Credit Parties written amendments, supplements or modifications
hereto and to the other Credit Documents for the purpose of adding any
provisions to this Agreement or the other Credit Documents or changing in any
manner the rights of the Lenders or of the Borrower hereunder or thereunder or
(b) waive, on such terms and conditions as the Required Lenders or the
Administrative Agent, as the case may be, may specify in such instrument, any of
the requirements of this Agreement or the other Credit Documents or any Default
or Event of Default and its consequences; provided, however, that no such waiver
and no such amendment, supplement or modification shall directly (i) forgive any
portion of any Loan or


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extend the final scheduled maturity date of any Loan or reduce the stated rate,
or forgive any portion, or extend the date for the payment, of any interest or
fee payable hereunder (other than as a result of waiving the applicability of
any post-default increase in interest rates) or extend the final expiration date
of any Lender's Commitment or extend the final expiration date of any Letter of
Credit beyond the L/C Maturity Date or increase the aggregate amount of the
Commitments of any Lender, in each case without the written consent of each
Lender directly and adversely affected thereby, or (ii) amend, modify or waive
any provision of this Section 13.1 or reduce the percentages specified in the
definitions of the terms "Required Lenders", "Required Revolving Credit
Lenders", "Required Term Loan Lenders" and "Required Tranche B Revolving Credit
Lenders", or consent to the assignment or transfer by the Borrower of its rights
and obligations under any Credit Document to which it is a party (except as
permitted pursuant to Section 10.3), in each case without the written consent of
each Lender directly and adversely affected thereby, or (iii) amend, modify or
waive any provision of Section 12 without the written consent of the
then-current Agents, or (iv) amend, modify or waive any provision of Section 3
without the written consent of the Letter of Credit Issuer, or (v) amend, modify
or waive any provisions hereof relating to Swingline Loans without the written
consent of Chase, or (vi) change any Revolving Credit Commitment to a Term Loan
Commitment, or change any Term Loan Commitment to a Revolving Credit Commitment,
in each case without the prior written consent of each Lender directly and
adversely affected thereby, or (vii) decrease any Repayment Amount or extend any
scheduled Repayment Date, in each case without the written consent of the
Required Term Loan Lenders, or (viii) except to the extent permitted under the
applicable Credit Document, release all or substantially all the Collateral
under the Pledge Agreement, the Security Agreement and the Mortgages or release
all or substantially all the Guarantors under the Guarantee, in each case
without the written consent of (x) the Required Revolving Credit Lenders (y) the
Required Term Loan Lenders and (z) each Tranche B Revolving Credit Lender or
(ix) change any provision of any Credit Document in a manner that by its terms
adversely affects the rights of Tranche B Revolving Credit Lenders to receive
prepayments on Tranche B Revolving Credit Loans and receive distributions in
respect of Collateral prior to Term Lenders and Tranche A Revolving Credit
Lenders without the written consent of each Tranche B Revolving Credit Lender,
or (x) (A) increase the limitation on asset sales in Section 10.4(b)(i), (B)
amend, modify or waive Section 10.7(b) with respect to the Borden Facility or
any commitment thereunder, or (C) amend, modify or waive any provision of
Section 10.7(d), in each case, without the written consent of the Required
Tranche B Revolving Credit Lenders. Any such waiver and any such amendment,
supplement or modification shall apply equally to each of the affected Lenders
and shall be binding upon the Borrower, such Lenders, the Administrative Agent
and all future holders of the affected Loans. In the case of any waiver, the
Borrower, the Lenders and the Administrative Agent shall be restored to their
former positions and rights hereunder and under the other Credit Documents, and
any Default or Event /of Default waived shall be deemed to be cured and not
continuing, it being understood that no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereon.

            13.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission), and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered, or three days after
being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, addressed as follows in the case of the Borrower and the


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Administrative Agent, and as set forth on Schedule 1.1(a) in the case of the
other parties hereto, or to such other address as may be hereafter notified by
the respective parties hereto:

       The Borrower:                 WKI Holding Company, Inc.
                                     One Pyrex Place
                                     P.O. 1555
                                     Elmira, New York 14902-1555
                                     Attention: Steve Lamb
                                     Fax: (607) 377-8591

                                     with a copy to:

                                     Borden, Inc.
                                     180 East Broad Street
                                     Columbus, Ohio 43215
                                     Attention: Ronald Starkman
                                     Fax: (614) 225-4421

       The Administrative Agent:     The Chase Manhattan Bank
                                     c/o The Loan and Agency Services Group
                                     One Chase Manhattan Plaza, Eighth Floor
                                     New York, NY 10081
                                     Attention: Janet Belden
                                     Fax: (212) 552-5658

                                     with a copy to:

                                     The Chase Manhattan Bank
                                     270 Park Avenue
                                     New York, NY 10017
                                     Attention: Kathryn Duncan
                                     Fax: (212) 972-0009

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to Sections 2.3, 2.6, 2.9, 4.2 and 5.1 shall not be
effective until received.

            13.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Lender, any
right, remedy, power or privilege hereunder or under the other Credit Documents
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

            13.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Credit Documents and in any
document, certificate or statement delivered pursuant hereto or in connection
herewith shall survive the execution and delivery of this Agreement and the
making of the Loans hereunder.

            13.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay
or reimburse the Agents for all their reasonable out-of-pocket costs and
expenses incurred in connection with the development, preparation and execution
of, and any amendment, supplement


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or modification to, this Agreement and the other Credit Documents and any other
documents prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees, disbursements and other charges of
counsel to each Agent, (b) to pay or reimburse each Lender and the
Administrative Agent for all its reasonable and documented costs and expenses
incurred in connection with the enforcement or preservation of any rights under
this Agreement, the other Credit Documents and any such other documents,
including, without limitation, the reasonable fees, disbursements and other
charges of counsel to each Lender and of counsel to the Administrative Agent,
(c) to pay, indemnify, and hold harmless each Lender and the Administrative
Agent from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
similar taxes, if any, that may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or administration
of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this
Agreement, the other Credit Documents and any such other documents, and (d) to
pay, indemnify, and hold harmless each Lender and the Administrative Agent and
their respective directors, officers, employees, trustees and agents from and
against any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever, including, without limitation, reasonable and documented
fees, disbursements and other charges of counsel, with respect to the execution,
delivery, enforcement, performance and administration of this Agreement, the
other Credit Documents and any such other documents, including, without
limitation, any of the foregoing relating to the violation of, noncompliance
with or liability under, any Environmental Law applicable to the operations of
the Borrower, any of its Subsidiaries or any of the Properties (all the
foregoing in this clause (d), collectively, the "indemnified liabilities"),
provided that the Borrower shall have no obligation hereunder to the
Administrative Agent or any Lender nor any of their respective directors,
officers, employees and agents with respect to indemnified liabilities arising
from (i) the gross negligence or willful misconduct of the party to be
indemnified or (ii) disputes among the Administrative Agent, the Lenders and/or
their transferees. The agreements in this Section 13.5 shall survive repayment
of the Loans and all other amounts payable hereunder.

            13.6 Successors and Assigns; Participations and Assignments. (a) (i)
This Agreement shall be binding upon and inure to the benefit of the Borrower,
the Lenders, the Administrative Agent and their respective successors and
assigns, except that the Borrower may not assign or transfer any of its rights
or obligations under this Agreement without the prior written consent of each
Lender.

            (ii) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("Participants") participating interests in any Loan owing to such
Lender, any Commitment of such Lender or any other interest of such Lender
hereunder and under the other Credit Documents (including to loan derivative
counterparties in respect of swaps or similar arrangements having the practical
or economic effect thereof). In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Loan for all purposes under this Agreement
and the other Credit Documents, and the Borrower and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and the other Credit
Documents. In no event shall any Participant under any such participation have
any right to approve any amendment or waiver of any provision of any Credit
Document, or any consent to any departure by any Credit Party therefrom, except
to


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the extent that such amendment, waiver or consent would directly forgive any
principal of any Loan or reduce the stated rate, or forgive any portion, or
postpone the date for the payment, of any interest or fee payable hereunder
(other than as a result of waiving the applicability of any post-default
increase in interest rates), or increase the aggregate amount of the Commitments
of any Lender or postpone the date of the final scheduled maturity of any Loan,
in each case to the extent subject to such participation. The Borrower agrees
that if amounts outstanding under this Agreement are due or unpaid, or shall
have been declared or shall have become due and payable upon the occurrence of
an Event of Default, each Participant shall, to the maximum extent permitted by
applicable law, be deemed to have the right of setoff in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement, provided that, in purchasing such participating
interest, such Participant shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in Section 13.7 as fully as if it were
a Lender hereunder. The Borrower also agrees that each Participant shall be
entitled to the benefits of Sections 2.10 and 2.11 with respect to its
participation in the Commitments and the Loans outstanding from time to time as
if it were a Lender, provided that no Participant shall be entitled to receive
any greater amount pursuant to any such Section than the transferor Lender would
have been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.

                  (iii) Any Lender may, in the ordinary course of its business
and in accordance with applicable law, at any time and from time to time assign
to any Lender or any Affiliate (with the consent of the Borrower if any
increased costs would result therefrom) thereof or an Approved Fund or, with the
consent of the Borrower and the Administrative Agent (which in each case shall
not be unreasonably withheld, it being understood that, without limitation, the
Borrower shall have the right to withhold its consent to any assignment if, in
order for such assignment to comply with applicable law, the Borrower would be
required to obtain the consent of, or make any filing or registration with, any
Governmental Authority), to an additional bank or fund that is regularly engaged
in making, purchasing or investing in loans or securities or financial
institution (an "Assignee") all or any part of its rights and obligations under
this Agreement and the other Credit Documents pursuant to an Assignment and
Acceptance, substantially in the form of Exhibit I, executed by such Assignee,
such assigning Lender (and, in the case of an Assignee that is not then a Lender
or an Affiliate thereof, by the Borrower and the Administrative Agent) and
delivered to the Administrative Agent for its acceptance and recording in the
Register, provided that, except in the case of an assignment of all of a
Lender's interests under this Agreement, unless otherwise agreed to by the
Borrower and the Administrative Agent, no such assignment to an Assignee (other
than any Lender or any Affiliate thereof) shall be in an aggregate principal
amount of less than $5,000,000. Upon such execution, delivery, acceptance and
recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder with a Commitment as set forth therein and
(y) the assigning Lender thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such assigning Lender shall cease to be a party hereto). Notwithstanding any
provision of this Agreement to the contrary, the consent of the Borrower shall
not be required for any assignment that occurs at any time when any of the
events described in Section 11.5 shall have occurred and be continuing with
respect to the Borrower.

            (b) Nothing herein shall prohibit any Lender from pledging or
assigning all or any portion of its Loans to any Federal Reserve Bank in
accordance with applicable law. In order to


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<PAGE>

facilitate such pledge or assignment, the Borrower hereby agrees that, upon
request of any Lender at any time and from time to time after the Borrower has
made its initial borrowing hereunder, the Borrower shall provide to such Lender,
at the Borrower's own expense, a promissory note, substantially in the form of
Exhibit E-1, E-2, E-3 or E-4, as the case may be, evidencing the Tranche B Term
Loans, Tranche A Revolving Credit Loans, Tranche B Revolving Credit Loans and
Tranche C Term Loans, respectively, owing to such Lender.

            (c) The Administrative Agent, on behalf of the Borrower, shall
maintain at the address of the Administrative Agent referred to in Section 13.2
a copy of each Assignment and Acceptance delivered to it and a register (the
"Register") for the recordation of the names and addresses of the Lenders and
the Commitment of, and principal amount of the Loans owing to, each Lender from
time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Administrative Agent and the Lenders shall
treat each Person whose name is recorded in the Register as the owner of a Loan
or other obligation hereunder as the owner thereof for all purposes of this
Agreement and the other Credit Documents, notwithstanding any notice to the
contrary. Any assignment of any Loan or other obligation hereunder shall be
effective only upon appropriate entries with respect thereto being made in the
Register. The Register shall be available for inspection by the Borrower or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

            (d) (i) Upon its receipt of an Assignment and Acceptance executed by
an assigning Lender and an Assignee (and, in the case of an Assignee that is not
then a Lender or an Affiliate thereof, by the Borrower and the Administrative
Agent) together with payment to the Administrative Agent of a registration and
processing fee of $3,500, the Administrative Agent shall (i) promptly accept
such Assignment and Acceptance and (ii) on the effective date determined
pursuant thereto record the information contained therein in the Register and
give notice of such acceptance and recordation to the Lenders and the Borrower.

            (e) Subject to Section 13.16, the Borrower authorizes each Lender to
disclose to any Participant or Assignee (each, a "Transferee") and any
prospective Transferee any and all financial information in such Lender's
possession concerning the Borrower and its Affiliates that has been delivered to
such Lender by or on behalf of the Borrower pursuant to this Agreement or which
has been delivered to such Lender by or on behalf of the Borrower in connection
with such Lender's credit evaluation of the Borrower and its Affiliates prior to
becoming a party to this Agreement, provided that neither the Administrative
Agent nor any Lender shall provide to any Transferee or prospective Transferee
any of the Confidential Information unless such person shall have previously
executed a Confidentiality Agreement in the form of Exhibit K.

            13.7 Replacements of Lenders Under Certain Circumstances. The
Borrower shall be permitted to replace any Lender that (a) requests
reimbursement for amounts owing pursuant to Section 2.10, 2.12, 3.5 or 5.4, (b)
is affected in the manner described in Section 2.10(a)(iii) and as a result
thereof any of the actions described in such Section is required to be taken or
(c) becomes a Defaulting Lender, with a replacement bank or other financial
institution, provided that (i) such replacement does not conflict with any
Requirement of Law, (ii) no Event of Default shall have occurred and be
continuing at the time of such replacement, (iii) the Borrower shall repay (or
the replacement bank or institution shall purchase, at par) all Loans and other
amounts (other than any disputed amounts), pursuant to Section 2.10, 2.11, 2.12,
3.5 or 5.4, as the case may be) owing to such replaced Lender prior to the date
of replacement, (iv) the replacement bank or institution, if not already a
Lender, and the terms and conditions of such replacement, shall be reasonably
satisfactory to the Administrative Agent, (v) the replaced Lender shall be
obligated to make such replacement in accordance with the provisions of Section
13.6 (provided that the Borrower shall be obligated to pay the registration and
processing


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<PAGE>

fee referred to therein) and (vi) any such replacement shall not be deemed to be
a waiver of any rights that the Borrower, the Administrative Agent or any other
Lender shall have against the replaced Lender.

            13.8 Adjustments; Set-off. (a) Subject to Section 13.8(c), if any
Lender (a "benefitted Lender") shall at any time receive any payment of all or
part of its Loans, or interest thereon, or receive any collateral in respect
thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in Section 11.5, or otherwise) (a "Set-Off
Benefit"), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender's Loans,
or interest thereon, such benefitted Lender shall purchase for cash from the
other Lenders a participating interest in such portion of each such other
Lender's Loan, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
benefitted Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such
benefitted Lender, such purchase shall be rescinded, and the purchase price and
benefits returned, to the extent of such recovery, but without interest.

            (b) After the occurrence and during the continuance of an Event of
Default, in addition to any rights and remedies of the Lenders provided by law,
each Lender shall have the right, without prior notice to the Borrower, any such
notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise) to
set-off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of the Borrower. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such set-off and application
made by such Lender, provided that the failure to give such notice shall not
affect the validity of such set-off and application.

            (c) Notwithstanding the foregoing or any provision in any other Loan
Document, (i) if any Lender having a Tranche B Revolving Credit Loan receives
any Set-Off Benefit under any Loan Document, such Lender shall apply such
Set-Off Benefit to repay Tranche B Revolving Credit Loans and (ii) until all
Tranche B Revolving Credit Loans have been repaid in full and the Tranche B
Revolving Credit Commitments have terminated, no Lender shall exercise any right
of set-off or other rights to receive a Set-Off Benefit in respect of any Loan
(other than Tranche B Revolving Credit Loans) under any Loan Document without
the approval of the Required Tranche B Revolving Credit Lenders.

            13.9 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

            13.10 Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


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<PAGE>

            13.11 Integration. This Agreement and the other Credit Documents
represent the agreement of the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to subject matter hereof not expressly set forth or referred to
herein or in the other Credit Documents.

            13.12 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            13.13 Submission to Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally:

            (a) submits for itself and its property in any legal action or
      proceeding relating to this Agreement and the other Credit Documents to
      which it is a party, or for recognition and enforcement of any judgment in
      respect thereof, to the non-exclusive general jurisdiction of the courts
      of the State of New York, the courts of the United States of America for
      the Southern District of New York and appellate courts from any thereof;

            (b) consents that any such action or proceeding may be brought in
      such courts and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

            (c) agrees that service of process in any such action or proceeding
      may be effected by mailing a copy thereof by registered or certified mail
      (or any substantially similar form of mail), postage prepaid, to the
      Borrower at its address set forth in Section 13.2 or at such other address
      of which the Administrative Agent shall have been notified pursuant
      thereto;

            (d) agrees that nothing herein shall affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction; and

            (e) waives, to the maximum extent not prohibited by law, any right
      it may have to claim or recover in any legal action or proceeding referred
      to in this Section 13.13 any special, exemplary, punitive or consequential
      damages.

            13.14 Acknowledgments. The Borrower hereby acknowledges that:

            (a) it has been advised by counsel in the negotiation, execution and
      delivery of this Agreement and the other Credit Documents;

            (b) neither the Administrative Agent nor any Lender has any
      fiduciary relationship with or duty to the Borrower arising out of or in
      connection with this Agreement or any of the other Credit Documents, and
      the relationship between Administrative Agent and Lenders, on one hand,
      and the Borrower, on the other hand, in connection herewith or therewith
      is solely that of debtor and creditor; and


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<PAGE>

            (c) no joint venture is created hereby or by the other Credit
      Documents or otherwise exists by virtue of the transactions contemplated
      hereby among the Lenders or among the Borrower and the Lenders.

            13.15 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

            13.16 Confidentiality. The Administrative Agent and each Lender
shall hold all non-public information furnished by or on behalf of the Borrower
in connection with such Lender's evaluation of whether to become a Lender
hereunder or obtained by such Lender or the Administrative Agent pursuant to the
requirements of this Agreement ("Confidential Information"), in accordance with
its customary procedure for handling confidential information of this nature and
(in the case of a Lender that is a bank) in accordance with safe and sound
banking practices and in any event may make disclosure as required or requested
by any governmental agency or representative thereof or pursuant to legal
process or to such Lender's or the Administrative Agent's attorneys,
professional advisors or independent auditors or Affiliates, provided that
unless specifically prohibited by applicable law or court order, each Lender and
the Administrative Agent shall notify the Borrower of any request by any
governmental agency or representative thereof (other than any such request in
connection with an examination of the financial condition of such Lender by such
governmental agency) for disclosure of any such non-public information prior to
disclosure of such information, and provided further that in no event shall any
Lender or the Administrative Agent be obligated or required to return any
materials furnished by the Borrower or any Subsidiary of the Borrower. Each
Lender and the Administrative Agent agrees that it will not provide to
prospective Transferees or to prospective direct or indirect contractual
counterparties in swap agreements to be entered into in connection with Loans
made hereunder any of the Confidential Information unless such Person shall have
previously executed a Confidentiality Agreement in the form of Exhibit K.

            13.17 Original Credit Agreement; Effectiveness of the Amendment and
Restatement. Until this Agreement becomes effective as provided in Section 6,
the Original Credit Agreement shall remain in full force and effect and shall
not be affected hereby. After the Restatement Date, all obligations of the
Borrower under the Original Credit Agreement shall become obligations of the
Borrower hereunder, secured by the Collateral pledged under the Pledge
Agreement, the Security Agreement and the Mortgages, and the provisions of the
Original Credit Agreement shall be superseded by the provisions hereof.

            13.18 Waiver. Upon effectiveness of the amendment and restatement of
the Original Credit Agreement, the undersigned Lenders shall be deemed to have
waived compliance by the Borrower with Sections 10.10 and 10.11 of the Original
Credit Agreement in respect of the Test Periods ending December 31, 2000 and
March 31, 2001.


                                       84
<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.

                                   WKI HOLDING COMPANY, INC.,

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


                                   THE CHASE MANHATTAN BANK, as Administrative
                                   Agent and as a Lender,

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


                                   CITIBANK, N.A.,
                                   Syndication Agent and as a Lender,

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


                                   BANKERS TRUST COMPANY, as Documentation Agent
                                   and as a Lender,

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

                     [Signature Pages of Lenders to Follow]


                                       85
<PAGE>

                                    Signature page to the Credit Agreement
                                    dated as of April 9, 1998 (as amended
                                    and restated as of April 12, 2001),
                                    among WKI Holding Company, Inc., the
                                    Lenders from time to time party
                                    thereto, The Chase Manhattan Bank, as
                                    Administrative Agent, Citibank, N.A.,
                                    as Syndication Agent and Bankers Trust
                                    Company, as Documentation Agent.

Name of Lender:                       by

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

<PAGE>

SCHEDULES

Schedule 1.1(a)   Commitments and Addresses of Lenders
Schedule 1.1(b)   Mortgaged Property
Schedule 8.12     Subsidiaries
Schedule 10.1     Other Indebtedness

EXHIBITS

Exhibit A         Form of Guarantee
Exhibit B         Form of Mortgage
Exhibit C         Form of Perfection Certificate
Exhibit D         Form of Pledge Agreement
Exhibit E-1       Form of Promissory Note (Tranche B Term Loans)
Exhibit E-2       Form of Promissory Note (Tranche A Revolving Credit and
                   Swingline Loans)
Exhibit E-3       Form of Promissory Note (Tranche B Revolving Credit Loans)
Exhibit E-4       Form of Promissory Note (Tranche C Term Loans)
Exhibit F         Form of Security Agreement
Exhibit G         Form of Letter of Credit Request
Exhibit H-1       Form of Legal Opinion of Simpson Thacher & Bartlett
Exhibit H-2       Form of Legal Opinion of Raymond Kulla, Esq.
Exhibit H-3       Form of Legal Opinion of Local Counsel
Exhibit I         Form of Assignment and Acceptance
Exhibit J         Form of Closing Certificate
Exhibit K         Form of Confidentiality Agreement
Exhibit L         Form of Reaffirmation Agreement
Exhibit M         Form of Liquidity Forecast
Exhibit N         Form of Intercreditor Agreement


                                        v