EXECUTION COPY





                                CREDIT AGREEMENT

                           Dated as of August 28, 2002

                                      among

                             THOMAS INDUSTRIES INC.,
                                 as the Borrower


        THE ALTERNATE CURRENCY BORROWERS FROM TIME TO TIME PARTIES HERETO

          THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS

                             BANK ONE, KENTUCKY, NA
                             as Administrative Agent

                         NATIONAL CITY BANK OF KENTUCKY
                              as Syndication Agent

             SUNTRUST BANK and HVB BANQUE LUXEMBOURG SOCIETE ANONYME
                           as Co-Documentation Agents

                                       and

                         BANC ONE CAPITAL MARKETS, INC.,
                      as Lead Arranger and Sole Book Runner




                           SIDLEY AUSTIN BROWN & WOOD
                                 Bank One Plaza
                            10 South Dearborn Street
                             Chicago, Illinois 60603

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                                TABLE OF CONTENTS
                                -----------------
SECTION                                                                     PAGE
-------                                                                     ----

ARTICLE  I:   DEFINITIONS......................................................1
     1.1.  Certain Defined Terms...............................................1
     1.2.  References.........................................................27

ARTICLE  II:  REVOLVING LOAN FACILITIES.......................................27
     2.1.  Revolving Loans....................................................27
     2.2.  Swing Line Loans...................................................28
     2.3.  Rate Options for all Advances; Maximum Interest Periods............30
     2.4.  Optional Payments; Mandatory Prepayments...........................30
     2.5.  Reduction of Commitments...........................................32
     2.6.  Method of Borrowing................................................33
     2.7.  Method of Selecting Types, Currency and Interest Periods for
             Advances.........................................................33
     2.8.  Minimum Amount of Each Advance.....................................34
     2.9.  Method of Selecting Types, Currency and Interest Periods for
             Conversion and Continuation of Advances..........................34
     2.10.  Default Rate......................................................35
     2.11.  Method of Payment.................................................35
     2.12.  Evidence of Debt..................................................36
     2.13.  Telephonic Notices................................................37
     2.14.  Promise to Pay; Interest and Commitment Fees; Interest Payment
              Dates; Interest and Fee Basis; Taxes............................37
     2.15.  Notification of Advances, Interest Rates, Prepayments and
              Aggregate Revolving Loan Commitment Reductions..................43
     2.16.  Lending Installations.............................................44
     2.17.  Non-Receipt of Funds by the Administrative Agent..................44
     2.18.  Termination Date..................................................44
     2.19.  Replacement of Certain Lenders....................................44
     2.20.  Alternate Currency Loans..........................................45
     2.21.  Judgment Currency.................................................47
     2.22.  Market Disruption; Denomination of Amounts in Dollars; Dollar
              Equivalent of Reimbursement Obligations.........................48
     2.23.  Additional Alternate Currency Borrowers...........................49

ARTICLE  III:  THE LETTER OF CREDIT FACILITY..................................50
     3.1.  Obligation to Issue Letters of Credit..............................50
     3.2.  Transitional Letters of Credit.....................................50
     3.3.  Types and Amounts..................................................50
     3.4.  Conditions.........................................................50
     3.5.  Procedure for Issuance of Letters of Credit........................51
     3.6.  Letter of Credit Participation.....................................51
     3.7.  Reimbursement Obligation...........................................52
     3.8.  Letter of Credit Fees..............................................52
     3.9.  Issuing Bank Reporting Requirements................................53
     3.10.  Indemnification; Exoneration......................................53
     3.11.  Cash Collateral...................................................54

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ARTICLE  IV:  CHANGE IN CIRCUMSTANCES.........................................54
     4.1.  Yield Protection...................................................54
     4.2.  Changes in Capital Adequacy Regulations............................55
     4.3.  Availability of Types of Advances..................................56
     4.4.  Funding Indemnification............................................56
     4.5.  Lender Statements; Survival of Indemnity...........................56
     4.6.  Non-U.S. Reserve Costs or Fees.....................................57

ARTICLE  V:  CONDITIONS PRECEDENT.............................................57
     5.1.  Initial Advances and Letters of Credit.............................57
     5.2.  Each Advance and Letter of Credit..................................59
     5.3.  Initial Advance to Each New Alternate Currency Borrower............59

ARTICLE  VI:  REPRESENTATIONS AND WARRANTIES..................................60
     6.1.  Organization; Corporate Powers.....................................60
     6.2.  Authority..........................................................61
     6.3.  No Conflict; Governmental Consents.................................61
     6.4.  Financial Statements...............................................62
     6.5.  No Material Adverse Change.........................................62
     6.6.  Taxes..............................................................62
     6.7.  Litigation; Loss Contingencies and Violations......................63
     6.8.  Subsidiaries.......................................................63
     6.9.  ERISA..............................................................63
     6.10.  Accuracy of Information...........................................64
     6.11.  Securities Activities.............................................64
     6.12.  Material Agreements...............................................64
     6.13.  Compliance with Laws..............................................64
     6.14.  Assets and Properties.............................................64
     6.15.  Statutory Indebtedness Restrictions...............................65
     6.16.  Labor Matters.....................................................65
     6.17.  Environmental Matters.............................................65
     6.18.  Solvency..........................................................66
     6.19.  Representations and Warranties of each Alternate Currency
              Borrower........................................................66

ARTICLE  VII:  COVENANTS......................................................68
     7.1.  Reporting..........................................................68
     7.2.  Affirmative Covenants..............................................71
     7.3.  Negative Covenants.................................................76
     7.4.  Financial Covenants................................................82

ARTICLE  VIII:  DEFAULTS......................................................83
     8.1.  Defaults...........................................................83

ARTICLE  IX:  ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND
                REMEDIES......................................................86
     9.1.  Termination of Revolving Loan Commitments; Acceleration............87
     9.2.  Preservation of Rights.............................................87
     9.3.  Amendments.........................................................87

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ARTICLE  X:  GENERAL PROVISIONS...............................................88
     10.1.  Survival of Representations.......................................88
     10.2.  Governmental Regulation...........................................88
     10.3.  Performance of Obligations........................................88
     10.4.  Headings..........................................................89
     10.5.  Entire Agreement..................................................89
     10.6.  Several Obligations; Benefits of this Agreement...................89
     10.7.  Expenses; Indemnification.........................................89
     10.8.  Numbers of Documents..............................................91
     10.9.  Accounting........................................................91
     10.10.  Severability of Provisions.......................................92
     10.11.  Nonliability of Lenders..........................................92
     10.12.  GOVERNING LAW....................................................92
     10.13.  CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL..........92
     10.14.  Subordination of Intercompany Indebtedness.......................94

ARTICLE  XI:  THE ADMINISTRATIVE AGENT........................................95
     11.1.  Appointment; Nature of Relationship...............................95
     11.2.  Powers............................................................95
     11.3.  General Immunity..................................................96
     11.4.  No Responsibility for Loans, Creditworthiness, Recitals, Etc......96
     11.5.  Action on Instructions of Lenders.................................97
     11.6.  Employment of Administrative Agents and Counsel...................97
     11.7.  Reliance on Documents; Counsel....................................97
     11.8.  The Administrative Agent's and the Alternate Currency Banks'
              Reimbursement and Indemnification...............................97
     11.9.  Rights as a Lender; Bank One Roles................................97
     11.10.  Lender Credit Decision...........................................98
     11.11.  Successor Administrative Agent...................................98
     11.12.  Execution of Collateral Documents................................99
     11.13.  No Duties Imposed Upon Syndication Agent, Co-Documentation
               Agents or Arranger............................................100

ARTICLE  XII:  SETOFF; RATABLE PAYMENTS......................................100
     12.1.  Setoff...........................................................100
     12.2.  Ratable Payments.................................................100
     12.3.  Application of Payments..........................................100
     12.4.  Relations Among Lenders..........................................101
     12.5.  Representations and Covenants Among Lenders......................102

ARTICLE  XIII:  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS............102
     13.1.  Successors and Assigns...........................................102
     13.2.  Participations...................................................103
     13.3.  Assignments......................................................104
     13.4.  Confidentiality..................................................105
     13.5.  Dissemination of Information.....................................105

ARTICLE  XIV:  NOTICES.......................................................105
     14.1.  Giving Notice....................................................106

                                      iii

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     14.2.  Change of Address................................................106

ARTICLE  XV:  COUNTERPARTS...................................................106



                                       iv

<PAGE>

                             EXHIBITS AND SCHEDULES
                             ----------------------


                                    EXHIBITS
                                    --------


EXHIBIT A           --   Revolving Loans
                         (Definitions)
EXHIBIT A-1         --   Eurocurrency Payment Offices
                         (Definitions)
EXHIBIT B           --   Form of Borrowing/Election Notice
                         (Section 2.2 and Section 2.7 and Section 2.9)
EXHIBIT C           --   Form of Request for Letter of Credit
                         (Section 3.4)
EXHIBIT D           _    Form of Assignment Agreement
                         (Definitions and Section 13.3)
EXHIBIT E           --   Form of Borrowers' US Counsel's Opinion and Form of
                         Borrowers' Foreign Counsel's Opinion
                         (Section 5.1)
EXHIBIT F           --   List of Closing Documents
                         (Section 5.1)
EXHIBIT G           --   Form of Officer's Certificate
                         (Sections 5.2 and 7.1(A)(iii))
EXHIBIT H           --   Form of Compliance Certificate
                         (Sections 5.2 and 7.1(A)(iii)
EXHIBIT I-1         --   Form of Parent Guaranty
                         (Definitions)
EXHIBIT I-2         --   Form of Subsidiary Guaranty
                         (Definitions)
EXHIBIT J           --   Form of Alternate Currency Addendum
                         (Definitions)
EXHIBIT K           --   Form of Revolving Loan Note
                         (If Requested)
EXHIBIT L           --   Form of Assumption Letter
                         (Definitions)



                                     v

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                                  SCHEDULES
                                  ---------


Schedule 1.1.1      --   Permitted Existing Indebtedness (Definitions)
Schedule 1.1.2      --   Permitted Existing Investments (Definitions)
Schedule 1.1.3      --   Permitted Existing Liens (Definitions)
Schedule 1.1.4      --   Permitted Existing Contingent Obligations (Definitions)
Schedule 3.2        --   Transitional Letters of Credit (Section 3.2)
Schedule 6.3        --   Conflicts; Governmental Consents (Section 6.3)
Schedule 6.4        --   Pro Forma Financial Statements (Section 6.4(A))
Schedule 6.8        --   Subsidiaries (Section 6.8)
Schedule 6.9        --   ERISA (Section 6.9)
Schedule 6.17       --   Environmental Matters (Section 6.17)



                                       vi

<PAGE>

                                CREDIT AGREEMENT

         This Credit Agreement dated as of August 28, 2002 is entered into among
THOMAS INDUSTRIES INC., a Delaware corporation (the "BORROWER"), one or more
Subsidiaries of the Borrower (whether now existing or hereafter formed and party
to an Alternate Currency Addendum, collectively referred to herein as the
"ALTERNATE CURRENCY BORROWERS"), the institutions from time to time parties
hereto as Lenders, whether by execution of this Agreement or an Assignment
Agreement pursuant to Section 13.3, Bank One, Kentucky, NA, as Administrative
Agent for itself and the other Lenders, National City Bank of Kentucky, as
Syndication Agent and SunTrust Bank and HVB Banque Luxembourg Societe Anonyme,
as Co-Documentation Agents. The parties hereto agree as follows:

                          ARTICLE I:  DEFINITIONS

         1.1. Certain Defined Terms. In addition to the terms defined above, the
following terms used in this Agreement shall have the following meanings,
applicable both to the singular and the plural forms of the terms defined.

         As used in this Agreement:

         "ACCOUNTING CHANGES" is defined in Section 10.9 hereof.

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

         "ADMINISTRATIVE AGENT" means Bank One in its capacity as contractual
representative for itself and the Lenders pursuant to Article XI hereof and any
successor Administrative Agent appointed pursuant to Article XI hereof.

         "ADVANCE" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made by the Lenders to the Borrower of the same Type
and, in the case of Eurocurrency Rate Advances and Alternate Currency Loans, in
the same currency and for the same Interest Period.

         "AFFECTED LENDER" is defined in Section 2.19 hereof.

         "AFFILIATE" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person is the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act
of 1934) of greater than or equal to ten percent (10%) or more of any class of
voting securities (or other voting interests) of the controlled Person or

<PAGE>

possesses, directly or indirectly, the power to direct or cause the direction of
the management or policies of the controlled Person, whether through ownership
of Capital Stock, by contract or otherwise.

         "AGGREGATE REVOLVING LOAN COMMITMENT" means the aggregate of the
Revolving Loan Commitments of all the Lenders, as may be reduced from time to
time pursuant to the terms hereof. The initial Aggregate Revolving Loan
Commitment is One Hundred Twenty Million and 00/100 Dollars ($120,000,000.00).

         "AGREED CURRENCIES" means (i) Dollars, (ii) so long as such currency
remains an Eligible Currency, British Pounds Sterling, Australian Dollars, Hong
Kong Dollars, Japanese Yen and euro, and (iii) any other Eligible Currency which
the Borrower requests the Administrative Agent to include as an Agreed Currency
hereunder and which is acceptable to one-hundred percent (100%) of the Lenders
with a Revolving Loan Commitment; provided, that the Administrative Agent shall
promptly notify each such Lender of each such request and each such Lender shall
be deemed not to have agreed to each such request unless its written consent
thereto has been received by the Administrative Agent within ten (10) Business
Days from the date of such notification by the Administrative Agent to such
Lender.

         "AGREEMENT" means this Credit Agreement, as it may be amended, restated
or otherwise modified and in effect from time to time.

         "AGREEMENT ACCOUNTING PRINCIPLES" means, except as provided in Section
10.9, generally accepted accounting principles as in effect in the United States
of America, applied in a manner consistent with that used in preparing the
financial statements of the Borrower referred to in Section 6.4(B) hereof.

         "ALTERNATE BASE RATE" means, for any day, a fluctuating rate of
interest per annum equal to the higher of (i) the Prime Rate for such day and
(ii) the sum of (a) the Federal Funds Effective Rate for such day and (b)
one-half of one percent (0.5%) per annum.

         "ALTERNATE CURRENCY" shall mean (i) only so long as such currency
remains an Eligible Currency, British Pounds Sterling and euro and (ii) any
other Eligible Currency which the applicable Borrower requests the applicable
Alternate Currency Bank to include as an Alternate Currency hereunder and which
is acceptable to such Alternate Currency Bank and with respect to which an
Alternate Currency Addendum has been executed by an Alternate Currency Borrower
and such Alternate Currency Bank in connection therewith.

         "ALTERNATE CURRENCY ADDENDUM" means an addendum substantially in the
form of Exhibit J with such modifications thereto as shall be approved by the
applicable Alternate Currency Banks.

         "ALTERNATE CURRENCY BANK" means Bank One and any other Lender (or any
Affiliate, branch or agency thereof) to the extent it is party to an Alternate
Currency Addendum. If any agency, branch or Affiliate of Bank One or such Lender
shall be a party to an Alternate Currency Addendum, such agency, branch or
Affiliate shall, to the extent of any commitment extended and any Loans made by

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<PAGE>

it, have all the rights of Bank One or such Lender hereunder; provided, however,
that Bank One or such Lender shall, to the exclusion of such agency, branch or
Affiliate, continue to have all the voting rights vested in it by the terms
hereof.

         "ALTERNATE CURRENCY BORROWER" means (i) any wholly-owned Foreign
Incorporated Subsidiary of the Borrower, whether now existing or hereafter
formed, that is a party to an Alternate Currency Addendum, which Subsidiary
shall have delivered to the Administrative Agent an Assumption Letter in
accordance with Section 2.23 and such other documents as may be required
pursuant to this Agreement, in each case together with its respective successors
and assigns, including a debtor-in-possession on behalf of such Alternate
Currency Borrower and (ii) the Borrower.

         "ALTERNATE CURRENCY BORROWING" means any borrowing consisting of a Loan
made to an Alternate Currency Borrower in an Alternate Currency.

         "ALTERNATE CURRENCY COMMITMENT" means, for any Alternate Currency Bank
for each Alternate Currency, the obligation of such Alternate Currency Bank to
make Alternate Currency Loans not exceeding the Dollar Amount set forth in the
applicable Alternate Currency Addendum, as such amount may be modified from time
to time pursuant to the terms of this Agreement and the applicable Alternate
Currency Addendum.

         "ALTERNATE CURRENCY GUARANTY DOCUMENTATION" means guaranty
documentation from each Alternate Currency Borrower guaranteeing the obligations
of each other Alternate Currency Borrower in form and substance acceptable to
the Administrative Agent and as the Administrative Agent may require in
connection with the addition of an Alternate Currency Borrower pursuant to
Section 2.23 hereunder, as such Alternate Currency Guaranty Documentation may be
amended, restated, supplemented or otherwise modified from time to time.

         "ALTERNATE CURRENCY INTEREST PERIOD" means, with respect to any
Alternate Currency Loan, the Interest Period as set forth on the applicable
Alternate Currency Addendum.

         "ALTERNATE CURRENCY LOAN" means any Loan denominated in an Alternate
Currency made by an Alternate Currency Bank to an Alternate Currency Borrower
pursuant to Section 2.20 and the related Alternate Currency Addendum.

         "ALTERNATE CURRENCY RATE" means, for any day for any Alternate Currency
Loan, the per annum rate of interest selected by the applicable Alternate
Currency Borrower under and as set forth in the applicable Alternate Currency
Addendum plus the then Applicable Alternate Currency Margin.

         "APPLICABLE ALTERNATE CURRENCY MARGIN" means, as at any date of
determination, the rate per annum the applicable to Alternate Currency Loans
determined in accordance with the provisions of Section 2.14(D)(ii) hereof, or
as modified by the applicable Alternate Currency Addendum.

         "APPLICABLE EUROCURRENCY MARGIN" means, as at any date of
determination, the rate per annum then applicable to Eurocurrency Rate Loans
determined in accordance with the provisions of Section 2.14(D)(ii) hereof.

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<PAGE>

         "APPLICABLE FACILITY FEE PERCENTAGE" means, as at any date of
determination, the rate per annum then applicable in the determination of the
amount payable under Section 2.14(C)(i) hereof determined in accordance with the
provisions of Section 2.14(D)(ii) hereof.

         "APPLICABLE L/C FEE PERCENTAGE" means, as at any date of determination,
a rate per annum then applicable for Letter of Credit fees determined in
accordance with the provisions of Section 2.14(D)(ii) hereof.

         "APPROVED FUND" means, with respect to any Lender that is a fund or
commingled investment vehicle that invests in commercial loans, any other fund
that invests in commercial loans and is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.

         "ARRANGER" means Banc One Capital Markets, Inc., in its capacity as
lead arranger and sole book runner for the loan transaction evidenced by this
Agreement.

         "ASSIGNEES" is defined in Section 13.3(A) hereof.

         "ASSIGNMENT AGREEMENT" means an assignment and acceptance agreement
entered into in connection with an assignment pursuant to Section 13.3 hereof in
substantially the form of Exhibit D.

         "ASSET SALE" means, with respect to any Person, the sale, lease,
conveyance, disposition or other transfer by such Person of any of its assets
(including by way of a sale-leaseback transaction, and including the sale or
other transfer of any of the Equity Interests of any Subsidiary of such Person,
including, without limitation, the Borrower's equity interest in its joint
venture with Genlyte Group Incorporated) to any Person other than the Borrower
or any of its wholly-owned Subsidiaries other than (i) the sale of Inventory in
the ordinary course of business, (ii) the sale or other disposition of any
obsolete, excess, damaged or worn-out Equipment disposed of in the ordinary
course of business, (iii) leases of assets in the ordinary course of business
consistent with past practice, (iv) the closing and termination of operations
and offices in connection with the restructuring as a result of the Rietschle
Acquisition, (v) transfers consisting of Liens permitted under Section 7.3(C),
Investments permitted under Section 7.3(D) and Restricted Payments permitted
under Section 7.3(F).

         "ASSUMPTION LETTER" means a letter of a Subsidiary of the Borrower
addressed to the Lenders in substantially the form of Exhibit L hereto pursuant
to which such Subsidiary agrees to become an Alternate Currency Borrower and
agrees to be bound by the terms and conditions hereof.

         "AUSTRALIAN DOLLARS" means the lawful currency of Australia.

         "AUTHORIZED OFFICER" means any of the President, Chief Financial
Officer or Treasurer of the Borrower, acting singly.

         "BANK ONE" means Bank One, Kentucky, NA, in its individual capacity,
and its successors.

         "BANK ONE ROLES" is defined in Section 11.9(b) hereof.

                                       4

<PAGE>

         "BENEFIT PLAN" means a defined benefit plan as defined in Section 3(35)
of ERISA (other than a Multiemployer Plan or Foreign Pension Plan) in respect of
which the Borrower or any other member of the Controlled Group is, or within the
immediately preceding six (6) years was, an "employer" as defined in Section
3(5) of ERISA.

         "BORROWER" means Thomas Industries Inc., a Delaware corporation,
together with its permitted successors and assigns, including a
debtor-in-possession on behalf of the Borrower, and "BORROWERS" shall mean,
collectively, the Borrower and the Alternate Currency Borrowers.

         "BORROWING DATE" means a date on which an Advance or Swing Line Loan is
made hereunder.

         "BORROWING/ELECTION NOTICE" is defined in Section 2.7 hereof.

         "BRITISH POUNDS STERLING" means the lawful currency of Great Britain.

         "BUSINESS DAY" means:

         (a)    for the purposes of determining the Eurcurrency Base Rate, a day
                other than a Saturday or Sunday on which banks are open for the
                transaction of domestic and foreign exchange business in London,
                England;

         (b)    for the purpose of any payment to be made in Dollars, a day
                other than a Saturday or Sunday on which banks are open for the
                transaction of domestic and foreign exchange business in
                Louisville, Kentucky and New York, New York;

         (c)    for any other purpose, means a day (i) other than a Saturday or
                Sunday on which banks are generally open for the transaction of
                domestic and foreign exchange business in Louisville, Kentucky,
                New York, New York and Luxembourg, Luxembourg and (ii) with
                respect to borrowings, payment or rate selection of Loans
                denominated in (A) euro, a day on which such clearing system as
                is determined by the Administrative Agent to be suitable for
                clearing or settlement of euro is open for business and (B) an
                Agreed Currency other than Dollars and euro, a day on which the
                applicable Eurocurrency Payment Office related to such currency
                is open for the transaction of domestic and foreign exchange
                business.

         "CAPITAL EXPENDITURES" means, for any period, the aggregate of all
expenditures (whether or not paid in cash and including Capitalized Leases and
purchase money indebtedness) by the Borrower and its consolidated Subsidiaries
during that period that, in conformity with Agreement Accounting Principles, are
required to be included in or reflected by the property, plant, equipment or
similar fixed asset accounts reflected in the consolidated balance sheet of the
Borrower and its Subsidiaries; provided, however, 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

                                       5

<PAGE>

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; (d) the portion of the purchase price in
connection with any Acquisition that would otherwise be included as additions to
property, plant or equipment and (e) up to $6,000,000 in expenditures made in
connection with the construction of a new plant and other operations of the
Borrower and its consolidated Subsidiaries in Memmingen, Germany.

         "CAPITAL STOCK" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a limited liability
company, membership interests, (iv) in the case of a partnership, partnership
interests (whether general or limited) and (v) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person;
provided, however, that "Capital Stock" shall not include any debt securities
convertible into equity securities prior to such conversion.

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

         "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be capitalized
on a balance sheet of such Person prepared in accordance with Agreement
Accounting Principles.

         "CASH EQUIVALENTS" means (i) marketable direct obligations issued or
unconditionally guaranteed by the governments of the United States and backed by
the full faith and credit of the United States government; (ii) domestic and
Eurocurrency certificates of deposit and time deposits, bankers' acceptances and
floating rate certificates of deposit issued by any commercial bank organized
under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies, the long-term
indebtedness of which institution at the time of acquisition is rated BBB (or
better) by Standard of Poor's Rating Group or Baa (or better) by Moody's
Investors Services, Inc., and which certificates of deposit and time deposits
are fully protected against currency fluctuations for any such deposits with a
term of more than ninety (90) days; (iii) shares of money market, mutual or
similar funds having assets in excess of $100,000,000 and the investments of
which are limited to investment grade securities (i.e., securities rated BBB (or
better) by Standard & Poor's Ratings Group or Baa (or better) by Moody's
Investors Service, Inc.); and (iv) commercial paper of United States and foreign
banks and bank holding companies and their subsidiaries and United States and
foreign finance, commercial industrial or utility companies which, at the time
of acquisition, are rated A-1 (or better) by Standard & Poor's Ratings Group or
P-1 by Moody's Investors Services, Inc.; provided that the maturities of such
Cash Equivalents shall not exceed three hundred sixty-five (365) days from the
date of acquisition thereof.

         "CHANGE" is defined in Section 4.2 hereof.

                                       6

<PAGE>

         "CHANGE OF CONTROL" means an event or series of events by which:

                  (a) any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the exchange Act of 1934), becomes the
         "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Exchange Act of 1934, provided that a person shall be deemed to have
         "beneficial ownership" of all securities that such person has the right
         to acquire, whether such right is exercisable immediately or only after
         the passage of time), directly or indirectly, of thirty-five percent
         (35%) or more of the combined voting power of the Borrower's
         outstanding Capital Stock ordinarily having the right to vote at an
         election of directors; or

                  (b) the majority of the board of directors of the Borrower
         fails to consist of Continuing Directors; or

                  (c) the Borrower consolidates with or merges into another
         corporation or conveys, transfers or leases all or substantially all of
         its property to any Person, or any corporation consolidates with or
         merges into the Borrower, in either event pursuant to a transaction in
         which the outstanding Capital Stock of the Borrower is reclassified or
         changed into or exchanged for cash, securities or other property; or

                  (d) the Borrower shall cease to own and control, directly or
         indirectly, one hundred percent (100%) of the issued and outstanding
         Capital Stock of any Alternate Currency Borrower at any time that such
         Alternate Currency Borrower has Alternate Currency Loans outstanding
         (it being understood that upon the occurrence and during the
         continuance of a Change of Control of the type described in this clause
         (d), such Alternate Currency Borrower shall not be permitted to borrow
         any Loans under its applicable Alternate Currency Addendum).

         "CLOSING DATE" means August 28, 2002.

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

         "CO-DOCUMENTATION AGENT" means each of SunTrust Bank and HVB Banque
Luxembourg Societe Anonyme in its capacity as co-documentation agent for the
loan transaction evidenced by this Agreement.

         "COLLATERAL AGENT" means Bank One in its capacity as collateral agent
for the Holders of Secured Obligations and the Purchasers, and any successor
Collateral Agent.

         "COLLATERAL DOCUMENTS" means collectively, each of the Pledge
Agreements and the Guarantees, together with all agreements and documents
referred to therein or contemplated thereby.

         "COMMISSION" means the Securities and Exchange Commission of the United
States of America and any Person succeeding to the functions thereof.

         "CONSOLIDATED ASSETS" means the total assets of the Borrower and its
Subsidiaries on a consolidated basis (determined in accordance with Agreement
Accounting Principles).

                                       7

<PAGE>

         "CONSOLIDATED TANGIBLE NET WORTH" means, at a particular date, all
amounts which would be included under shareholders' equity (including capital
stock, additional paid-in capital and retained earnings) on the consolidated
balance sheet for the Borrower and its consolidated Subsidiaries determined in
accordance with Agreement Accounting Principles but excluding therefrom all
items that are treated as intangibles under Agreement Accounting Principles.

         "CONTAMINANT" means any pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance, asbestos, polychlorinated biphenyls ("PCBS"), or any constituent of
any such substance, and includes but is not limited to these terms as defined in
Environmental, Health or Safety Requirements of Law.

         "CONTINGENT OBLIGATION", as applied to any Person, means any
Contractual Obligation, contingent or otherwise, of that Person with respect to
any Indebtedness of another or other obligation or liability of another,
including, without limitation, any such Indebtedness, obligation or liability of
another directly or indirectly guaranteed, endorsed (otherwise than for
collection or deposit in the ordinary course of business), co-made or discounted
or sold with recourse by that Person, or in respect of which that Person is
otherwise directly or indirectly liable, including Contractual Obligations
(contingent or otherwise) arising through any agreement to purchase, repurchase,
or otherwise acquire such Indebtedness, obligation or liability or any security
therefor, or to provide funds for the payment or discharge thereof (whether in
the form of loans, advances, stock purchases, capital contributions or
otherwise), or to maintain solvency, assets, level of income, or other financial
condition, or to make payment other than for value received. The amount of any
Contingent Obligation shall be equal to the present value of the portion of the
obligation so guaranteed or otherwise supported, in the case of known recurring
obligations, and the maximum reasonably anticipated liability in respect of the
portion of the obligation so guaranteed or otherwise supported assuming such
Person is required to perform thereunder, in all other cases.

         "CONTINUING DIRECTOR" means, with respect to any Person as of any date
of determination, any member of the board of directors of such Person who (a)
was a member of such board of directors on the date of this Agreement, or (b)
was nominated for election or elected to such board of directors with the
approval of the Continuing Directors who were members of such board at the time
of such nomination or election.

         "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision
of any equity or debt securities issued by that Person or any indenture,
mortgage, deed of trust, security agreement, pledge agreement, guaranty,
contract, undertaking, agreement or instrument, in any case in writing, to which
that Person is a party or by which it or any of its properties is bound, or to
which it or any of its properties is subject.

         "CONTROLLED GROUP" means the group consisting of (i) any corporation
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as the Borrower; (ii) a partnership or
other trade or business (whether or not incorporated) which is under common
control (within the meaning of Section 414(c) of the Code) with the Borrower;
and (iii) a member of the same affiliated service group (within the meaning of
Section 414(m) of the Code) as the Borrower, any corporation described in clause
(i) above or any partnership or trade or business described in clause (ii)
above.

                                       8

<PAGE>

         "CUSTOMARY PERMITTED LIENS" means:

                  (i) Liens (other than Environmental Liens and Liens in favor
         of the IRS or the PBGC) with respect to the payment of taxes,
         assessments or governmental charges in all cases which are not yet due
         and payable or (if foreclosure, distraint, sale or other similar
         proceedings shall not have been commenced or any such proceeding after
         being commenced is stayed) which are being contested in good faith by
         appropriate proceedings properly instituted and diligently conducted
         and with respect to which adequate reserves or other appropriate
         provisions are being maintained, which reserves and provisions shall be
         maintained in accordance with generally accepted accounting principles
         as in effect from time to time, if and to the extent that such
         generally accepted accounting principles so require;

                  (ii) statutory Liens of landlords and Liens of suppliers,
         mechanics, carriers, materialmen, warehousemen or workmen and other
         similar Liens imposed by law created in the ordinary course of business
         for amounts not yet due or which are being contested in good faith by
         appropriate proceedings properly instituted and diligently conducted
         and with respect to which adequate reserves or other appropriate
         provisions are being maintained, which reserves and provisions shall be
         maintained in accordance with generally accepted accounting principles
         as may be in effect from time, if and to the extent that such generally
         accepted accounting principles so require;

                  (iii) Liens (other than Environmental Liens and Liens in favor
         of the IRS or the PBGC) incurred or deposits made in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance or other types of social security benefits or to
         secure the performance of bids, tenders, sales, contracts (other than
         for the repayment of borrowed money), surety, appeal and performance
         bonds; provided that (A) all such Liens do not in the aggregate
         materially detract from the value of the Borrower's or such
         Subsidiary's assets or property taken as a whole or materially impair
         the use thereof in the operation of the businesses taken as a whole,
         and (B) all Liens securing bonds to stay judgments or in connection
         with appeals do not secure at any time an aggregate amount exceeding
         two percent (2%) of the Consolidated Tangible Net Worth of the Borrower
         and its Subsidiaries;

                  (iv) Liens arising with respect to zoning restrictions,
         easements, encroachments, licenses, reservations, covenants,
         rights-of-way, utility easements, building restrictions and other
         similar charges, restrictions or encumbrances on the use of real
         property which do not in any case materially detract from the value of
         the property subject thereto or materially interfere with the ordinary
         use or occupancy of the real property or with the ordinary conduct of
         the business of the Borrower or any of its Subsidiaries;

                  (v) Liens of attachment or judgment with respect to judgments,
         writs or warrants of attachment, or similar process against the
         Borrower or any of its Subsidiaries which do not constitute a Default
         under Section 8.1(H) hereof; and

                  (vi) any interest or title of the lessor in the property
         subject to any operating lease entered into by the Borrower or any of
         its Subsidiaries in the ordinary course of business.

                                       9

<PAGE>

         "DEBT SERVICE COVERAGE RATIO" is defined in Section 7.4(A) hereof.

         "DEFAULT" means an event described in Article VIII hereof.

         "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
that is ninety-one (91) days after the Revolving Loan Termination Date.

         "DOL" means the United States Department of Labor and any Person
succeeding to the functions thereof.

         "DOLLAR" and "$" means dollars in the lawful currency of the United
States of America.

         "DOLLAR AMOUNT" of any currency at any date shall mean (i) the amount
of such currency if such currency is Dollars or (ii) the Equivalent Amount of
Dollars if such currency is any currency other than Dollars.

         "DOMESTIC INCORPORATED SUBSIDIARY" means a Subsidiary of the Borrower
organized under the laws of a jurisdiction located in the United States of
America and substantially all of the operations of which are conducted within
the United States, which Subsidiary is not directly or indirectly a Subsidiary
of a Foreign Incorporated Subsidiary.

         "EBITDA" means, for any period, on a consolidated basis for the
Borrower and its Subsidiaries, the sum of the amounts for such period, without
duplication, of (i) Net Income, minus (ii) equity earnings attributable to the
Borrower's equity interest in its joint venture with Genlyte Group Incorporated,
plus (iii) cash distributions attributable to the Borrower's equity interest in
its joint venture with Genlyte Group Incorporated, plus (iv)Interest Expense to
the extent deducted in computing Net Income, plus (v) charges against income for
foreign, federal, state and local taxes to the extent deducted in computing Net
Income, plus (vi) depreciation expense to the extent deducted in computing Net
Income, plus (vii) amortization expense, including, without limitation,
amortization of goodwill and other intangible assets to the extent deducted in
computing Net Income, plus (viii) any extraordinary charges to the extent
deducted in computing Net Income, minus (ix) any extraordinary gains to the
extent added in computing Net Income, plus (x) the Rietschle Charge. EBITDA
shall be calculated on a pro forma basis giving effect to acquisitions and Asset
Sales on a last twelve (12) months' basis using, for any Permitted Acquisition,
historical financial statements containing reasonable adjustments satisfactory
to the Administrative Agent, broken down by fiscal quarter in the Borrower's
reasonable judgment.

         "ELIGIBLE CURRENCY" means any currency other than Dollars with respect
to which the Administrative Agent or the Borrower has not given notice in
accordance with Section 2.22 and that is readily available, freely traded, in
which deposits are customarily offered to banks in the London interbank market,
convertible into Dollars in the international interbank market available to the
Lenders in such market and as to which an Equivalent Amount may be readily
calculated. If, after the designation by the Lenders at the request of the
Borrower of any currency as an Agreed Currency or Alternate Currency, currency

                                       10

<PAGE>

control or other exchange regulations are imposed in the country in which such
currency is issued with the result that different types of such currency are
introduced, such country's currency is, in the determination of the
Administrative Agent, no longer readily available or freely traded or (ii) as to
which, in the determination of the Administrative Agent, an Equivalent Amount is
not readily calculable (each of clause (i) and (ii), a "DISQUALIFYING EVENT"),
then the Administrative Agent shall promptly notify the Lenders and the
Borrower, and such country's currency shall no longer be an Agreed Currency or
Alternate Currency until such time as the Disqualifying Event(s) no longer
exist, but in any event within five (5) Business Days of receipt of such notice
from the Administrative Agent, the Borrower shall repay all Loans in such
currency to which the Disqualifying Event applies or convert such Loan into
Loans in Dollars or another Agreed Currency or Alternate Currency, subject to
the other terms contained in Articles II and IV.

         "ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
Requirements of Law derived from or relating to foreign, federal, state and
local laws or regulations relating to or addressing pollution or protection of
the environment, or protection of worker health or safety, including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. ss. 9601 et seq., the Occupational Safety and Health Act of 1970,
29 U.S.C. ss. 651 et seq., and the Resource Conservation and Recovery Act of
1976, 42 U.S.C. ss. 6901 et seq., in each case including any amendments thereto,
any successor statutes, and any regulations or guidance promulgated thereunder,
and any state or local equivalent thereof.

         "ENVIRONMENTAL LIEN" means a lien in favor of any Governmental
Authority for (a) any liability under Environmental, Health or Safety
Requirements of Law, or (b) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of a
Contaminant into the environment.

         "ENVIRONMENTAL PROPERTY TRANSFER ACT" means any applicable requirement
of law that conditions, restricts, prohibits or requires any notification or
disclosure triggered by the closure of any property or the transfer, sale or
lease of any property or deed or title for any property for environmental
reasons, including, but not limited to, any so-called "Industrial Site Recovery
Act" or "Responsible Property Transfer Act."

         "EQUIPMENT" means all of the Borrower's present and future (i)
equipment, including, without limitation, machinery, manufacturing,
distribution, selling, data processing and office equipment, assembly systems,
tools, molds, dies, fixtures, appliances, furniture, furnishings, vehicles,
vessels, aircraft, aircraft engines, and trade fixtures, (ii) other tangible
personal property (other than the Borrower's Inventory), and (iii) any and all
accessions, parts and appurtenances attached to any of the foregoing or used in
connection therewith, and any substitutions therefor and replacements, products
and proceeds thereof.

         "EQUITY INTERESTS" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "EQUIVALENT AMOUNT" of any currency with respect to any amount of
Dollars at any date shall mean the equivalent in such currency of such amount of
Dollars, calculated on the basis of the arithmetic mean of the buy and sell spot

                                       11

<PAGE>

rates of exchange of the Administrative Agent or an Affiliate of the
Administrative Agent or the applicable Alternate Currency Bank, as applicable,
in the London interbank market (or other market where the Administrative Agent's
or Alternate Currency Bank's, as applicable, foreign exchange operations in
respect of such currency are then being conducted) for such other currency at or
about 11:00 a.m. (local time applicable to the transaction in question) on the
date on which such amount is to be determined, rounded up to the nearest amount
of such currency as determined by the Administrative Agent or the applicable
Alternate Currency Bank from time to time; provided, however, that if at the
time of any such determination, for any reason, no such spot rate is being
quoted, the Administrative Agent or an Affiliate of the Administrative Agent or
the applicable Alternate Currency Bank, may use any reasonable method it deems
appropriate (after consultation with the Borrower) to determine such amount, and
such determination shall be conclusive absent manifest error.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time including (unless the context otherwise requires) any
rules or regulations promulgated thereunder.

         "EURO" means the lawful currency of the member states of the European
Union which adopted the Council Regulation E.C. No. 1103/97 dated 17 June 1997
passed by the Council of the European Union, or, if different, the then lawful
currency of the member states of the European Union that participate in the
third stage of the Economic and Monetary Union.

         "EUROCURRENCY BASE RATE" means, with respect to a Eurocurrency Rate
Loan for the relevant Interest Period, the applicable British Bankers'
Association Interest Settlement Rate for deposits in the Agreed Currency as
reported by any generally recognized financial information service as of 11:00
a.m. (London time) two (2) Business Days prior, or in the case of Loans made in
London on, to the first day of such Interest Period, and having a maturity equal
to such Interest Period, as adjusted for Reserves provided that, if no such
British Bankers' Association LIBOR rate is available to the Administrative
Agent, the applicable Eurocurrency Base Rate for the relevant Interest Period
shall instead be the rate determined by the Administrative Agent to be the rate
at which Bank One or one of its Affiliate banks offers to place deposits in the
Agreed Currency with first-class banks in the London interbank market at
approximately 11:00 a.m. (London time) two (2) Business Days prior to, or in the
case of Loans made in London on, the first day of such Interest Period, in the
approximate amount of Bank One's relevant Eurocurrency Rate Loan and having a
maturity equal to such Interest Period, as adjusted for Reserves.

         "EUROCURRENCY PAYMENT OFFICE" of the Administrative Agent shall mean,
for each of the Agreed Currencies, any agency, branch or Affiliate of the
Administrative Agent, specified as the "Eurocurrency Payment Office" for such
Agreed Currency on Exhibit A-1 hereto or such other agency, branch, Affiliate or
correspondence bank of the Administrative Agent, as it may from time to time
specify to the Borrower and each Lender as its Eurocurrency Payment Office.

         "EUROCURRENCY RATE" means, with respect to a Eurocurrency Rate Loan for
the relevant Interest Period, the Eurocurrency Base Rate applicable to such
Interest Period plus the then Applicable Eurocurrency Margin.

                                       12

<PAGE>

         "EUROCURRENCY RATE ADVANCE" means an Advance which bears interest at
the Eurocurrency Rate.

         "EUROCURRENCY RATE LOAN" means a Loan made on a fully syndicated basis
pursuant to Section 2.1, which bears interest at the Eurocurrency Rate.

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 11:00 a.m.
(Louisville time) on such day on such transactions received by the
Administrative Agent from three (3) Federal funds brokers of recognized standing
selected by the Administrative Agent in its sole discretion.

         "FINANCING" means, with respect to any Person, the issuance or sale by
such Person of any Equity Interests of such Person or any Indebtedness
consisting of debt securities of such Person.

         "FIRST TIER FOREIGN SUBSIDIARY" means each Foreign Incorporated
Subsidiary with respect to which any one or more of the Borrower and its
Domestic Incorporated Subsidiaries directly owns or controls more than 50% of
such Foreign Incorporated Subsidiary's Capital Stock.

         "FIXED-RATE LOAN" means any Eurocurrency Rate Loan and any Alternate
Currency Loan bearing a fixed rate of interest for the applicable Interest
Period.

         "FLOATING RATE" means, for any day for any Loan, a rate per annum equal
to the Alternate Base Rate for such day, changing when and as the Alternate Base
Rate changes.

         "FLOATING RATE ADVANCE" means an Advance which bears interest at the
Floating Rate.

         "FLOATING RATE LOAN" means a Loan, or portion thereof, which bears
interest at the Floating Rate.

         "FOREIGN EMPLOYEE BENEFIT PLAN" means any employee benefit plan as
defined in Section 3(3) of ERISA which is maintained or contributed to for the
benefit of the employees of the Borrower or any member of the Controlled Group,
but which is not covered by ERISA pursuant to Section 4(b)(4) of ERISA.

         "FOREIGN INCORPORATED SUBSIDIARY" means a Subsidiary of the Borrower
which is not organized under the laws of a jurisdiction located in the United
States of America.

         "FOREIGN PENSION PLAN" means any employee pension benefit plan (as
defined in Section 3(2) of ERISA) which (i) is maintained or contributed to for
the benefit of employees of the Borrower or any other member of the Controlled
Group, (ii) is not covered by ERISA pursuant to Section 4(b)(4) thereof and
(iii) under applicable local law, is required to be funded through a trust or
other funding vehicle.

                                       13

<PAGE>

         "GOVERNMENTAL ACTS" is defined in Section 3.10(A) hereof.

         "GOVERNMENTAL AUTHORITY" means any nation or government, any federal,
state, local or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative authority or
functions of or pertaining to government, including any authority or other
quasi-governmental entity established to perform any of such functions.

         "GUARANTY" means each of (i) the Subsidiary Guaranty, (ii) the Parent
Guaranty and (iii) any Alternate Currency Guaranty Documentation.

         "HEDGING AGREEMENTS" is defined in Section 7.3(M) hereof.

         "HEDGING ARRANGEMENTS" is defined in the definition of "Hedging
Obligations" below.

         "HEDGING OBLIGATIONS" of a Person means any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all
agreements, devices or arrangements designed to protect at least one of the
parties thereto from the fluctuations of interest rates, commodity prices,
exchange rates or forward rates applicable to such party's assets, liabilities
or exchange transactions, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants or any similar derivative
transactions ("HEDGING ARRANGEMENTS"), and (ii) any and all cancellations, buy
backs, reversals, terminations or assignments of any of the foregoing.

         "HOLDERS OF SECURED OBLIGATIONS" means the holders of the Secured
Obligations from time to time and shall include (i) each Lender in respect of
its Loans (including, without limitation, each Alternate Currency Bank in
respect of its Alternate Currency Loans), (ii) each Issuing Bank in respect of
Reimbursement Obligations owed to it, (iii) the Administrative Agent, the
Lenders and the Issuing Banks in respect of all other present and future
obligations and liabilities of the Borrower or any of its Subsidiaries of every
type and description arising under or in connection with this Agreement or any
other Loan Document, (iv) each Indemnitee in respect of the obligations and
liabilities of the Borrower or any of its Subsidiaries to such Person hereunder
or under the other Loan Documents, (v) each Lender (or affiliate thereof), in
respect of all Hedging Obligations of the Borrower and its Subsidiaries to such
Lender (or such affiliate) as exchange party or counterparty under any Hedging
Agreements, and (vi) their respective successors, transferees and assigns.

         "HOME COUNTRY" is defined in Section 6.19(A) hereof.

         "HONG KONG DOLLARS" means the lawful currency of Hong Kong.

         "INDEBTEDNESS" of a person means, without duplication, such Person's
(i) obligations for borrowed money, including, without limitation, subordinated
indebtedness, (ii) obligations representing the deferred purchase price of
property or services (other than accounts payable arising in the ordinary course
of such person's business payable on terms customary in the trade and other than

                                       14

<PAGE>

earn-outs or other similar forms of contingent purchase prices), (iii)
obligations, whether or not assumed, secured by Liens on or payable out of the
proceeds or production from property or assets now or hereafter owned or
acquired by such Person, (iv) obligations which are evidenced by notes,
acceptances, or other instruments, (v) Capitalized Lease Obligations, (vi)
Contingent Obligations with respect to the Indebtedness of other Persons, (g)
obligations with respect to letters of credit, (h) Off-Balance Sheet
Liabilities, (i) Receivables Facility Attributed Indebtedness and (j)
Disqualified Stock. The amount of Indebtedness of any Person at any date shall
be without duplication (i) the outstanding balance at such date of all
unconditional obligations as described above and the maximum liability of any
such Contingent Obligations at such date and (ii) in the case of Indebtedness of
others secured by a Lien to which the property or assets owned or held by such
Person is subject, the lesser of the fair market value at such date of any asset
subject to a Lien securing the Indebtedness of others and the amount of the
Indebtedness secured.

         "INDEMNIFIED MATTERS" is defined in Section 10.7(B) hereof.

         "INDEMNITEES" is defined in Section 10.7(B) hereof.

         "INITIAL OBLIGOR GROUP" means each member of the Obligor Group as of
the Closing Date.

         "INTEREST EXPENSE" means, without duplication, for any period, the
total interest expense of the Borrower and its consolidated Subsidiaries,
whether paid or accrued (including the interest component of Capitalized Leases,
commitment and letter of credit fees, Off-Balance Sheet Liabilities and net
payments or receipts (if any) pursuant to Hedging Arrangements relating to
interest rate protection), all as determined in conformity with Agreement
Accounting Principles.

         "INTEREST PERIOD" means, (i) any Alternate Currency Interest Period and
(ii) with respect to a Eurocurrency Rate Loan, a period of one (1), two (2),
three (3) or six (6) months, commencing on a Business Day selected by the
Borrower on which a Eurocurrency Rate Advance is made to the Borrower pursuant
to this Agreement. Such interest Period shall end on (but exclude) the day which
corresponds numerically to such date one (1), two (2), three (3) or six (6)
months thereafter; provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

         "INVENTORY" shall mean any and all goods, including, without
limitation, goods in transit, wheresoever located, whether now owned or
hereafter acquired by the Borrower or any of its Subsidiaries, which are held
for sale or lease, furnished under any contract of service or held as raw
materials, work in process or supplies, and all materials used or consumed in
the business of Borrower or any of its Subsidiaries, and shall include all
right, title and interest of the Borrower or any of its Subsidiaries in any
property the sale or other disposition of which has given rise to Receivables
and which has been returned to or repossessed or stopped in transit by the
Borrower or any of its Subsidiaries.

                                       15

<PAGE>

         "INVESTMENT" means, with respect to any Person, (i) any purchase or
other acquisition by that Person of any Indebtedness, Equity Interests or other
securities, or of a beneficial interest in any Indebtedness, Equity Interests or
other securities, issued by any other Person, (ii) any purchase by that Person
of all or substantially all of the assets of a business (whether of a division,
branch, unit operation, or otherwise) conducted by another Person, and (iii) any
loan, advance (other than deposits with financial institutions available for
withdrawal on demand, prepaid expenses, accounts receivable, advances to
employees and similar items made or incurred in the ordinary course of business)
or capital contribution by that Person to any other Person, including all
Indebtedness to such Person arising from a sale of property by such Person other
than in the ordinary course of its business.

         "IRS" means the Internal Revenue Service and any Person succeeding to
the functions thereof.

         "ISSUING BANKS" means Bank One or any of its Affiliates, SunTrust Bank
or any other Lender in its separate capacity as an issuer of Letters of Credit
pursuant to Section 3.1 and National City Bank of Kentucky in its separate
capacity as an issuer of letters of credit deemed to be Letters of Credit
pursuant to Section 3.2. The designation of any Lender as an Issuing Bank after
the date hereof shall be subject to the prior written consent of the
Administrative Agent, which consent shall not be unreasonably withheld or
delayed.

         "JAPANESE YEN" means the lawful currency of Japan.

         "LAST TWELVE-MONTH PERIOD" is defined in Section 7.4(A) hereof.

         "L/C DOCUMENTS" is defined in Section 3.4 hereof.

         "L/C DRAFT" means a draft drawn on an Issuing Bank pursuant to a Letter
of Credit.

         "L/C INTEREST" shall have the meaning ascribed to such term in Section
3.6 hereof.

         "L/C OBLIGATIONS" means, without duplication, an amount equal to the
sum of (i) the aggregate of the Dollar Amount then available for drawing under
each of the Letters of Credit and (ii) the aggregate outstanding Dollar Amount
of all Reimbursement Obligations at such time.

         "LENDERS" means the lending institutions listed on the signature pages
of this Agreement or an Alternate Currency Addendum, including the Issuing
Banks, the Alternate Currency Banks, the Swing Line Banks and each of their
respective successors and assigns. Each reference in this Agreement to any
Lender shall, to the extent applicable, be deemed a reference to each Alternate
Currency Bank.

         "LENDING INSTALLATION" means, with respect to a Lender or the
Administrative Agent, any office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent.

         "LETTER OF CREDIT" means the commercial and standby letters of credit
(i) to be issued by the Issuing Banks pursuant to Section 3.1 hereof or (ii)
deemed issued by an Issuing Bank pursuant to Section 3.2 hereof.

                                       16

<PAGE>

         "LEVERAGE RATIO" is defined in Section 7.4(B) hereof.

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

         "LOAN(S)" means, with respect to a Lender, such Lender's portion of any
Advance made pursuant to Section 2.1 hereof, as applicable, and in the case of
the Swing Line Bank, any Swing Line Loan made pursuant to Section 2.2 hereof,
and in the case of any Alternate Currency Bank, any Alternate Currency Loan made
pursuant to Section 2.20 and the applicable Alternate Currency Addendum, and
collectively, all Revolving Loans, Swing Line Loans and Alternate Currency
Loans, whether made or continued as or converted to Floating Rate Loans or
Fixed-Rate Loans.

         "LOAN ACCOUNT" is defined in Section 2.12(A) hereof.

         "LOAN DOCUMENTS" means this Agreement, each Alternate Currency Addendum
executed hereunder, each Assumption Letter, any promissory notes executed
pursuant to Section 2.12(D), the Collateral Documents (including the Pledge
Agreements and the Guarantees), and all other documents, instruments, notes and
agreements executed in connection therewith or contemplated thereby, as the same
may be amended, restated or otherwise modified and in effect from time to time.

         "MARGIN STOCK" shall have the meaning ascribed to such term in
Regulation U.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect upon (a) the
business, condition (financial or otherwise), operations, performance,
properties or prospects of the Borrowers, or the Borrowers and their respective
Subsidiaries, taken as a whole, (b) the collective ability of the Borrowers or
any of their respective Subsidiaries to perform their respective obligations
under the Loan Documents in any material respect, or (c) the ability of the
Lenders or the Administrative Agent to enforce in any material respect the
Obligations.

         "MATERIAL FOREIGN SUBSIDIARY" means, without duplication, (1) each
Alternate Currency Borrower and (2) each consolidated Subsidiary of the Borrower
(a) which is a First Tier Foreign Subsidiary and (b) either (i) the total assets
of which exceed, as at the end of any fiscal quarter of the Borrower or, in the
case of consummation of a Permitted Acquisition, at the time of consummation of
such Permitted Acquisition, seven and one-half percent (7.5%) of the
Consolidated Assets of the Borrower and its consolidated Subsidiaries for the
immediately preceding twelve-month period or (ii) the Net Income of which
exceeds, as at the end of any fiscal quarter of the Borrower or, in the case of
consummation of a Permitted Acquisition, at the time of consummation of such
Permitted Acquisition, seven and one-half percent (7.5%) of the Net Income of
the Borrower and its consolidated Subsidiaries for the Last Twelve-Month Period.

         "MULTIEMPLOYER PLAN" means a "Multiemployer Plan" as defined in Section
4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years
was, contributed to by either the Borrower or any member of the Controlled
Group.

                                       17

<PAGE>

         "NET CASH PROCEEDS" means, with respect to any Asset Sale or Financing
by any Person, (a) cash or Cash Equivalents (freely convertible into Dollars)
received by such Person or any Subsidiary of such Person from such Asset Sale
(including cash received as consideration for the assumption or incurrence of
liabilities incurred in connection with or in anticipation of such Asset Sale or
Financing), after (i) provision for all income or other taxes measured by or
resulting from such Asset Sale or Financing, (ii) payment of all brokerage
commissions and other fees and expenses and commissions related to such Asset
Sale or Financing, (iii) repayment of Indebtedness (and any premium or penalty
thereon) secured by a Lien on any asset disposed of in such Asset Sale or which
is or may be required (by the express terms of the instrument governing such
Indebtedness or by applicable law) to be repaid in connection with such Asset
Sale (including payments made to obtain or avoid the need for the consent of any
holder of such Indebtedness), and (iv) deduction of appropriate amounts to be
provided by such Person or a Subsidiary of such Person as a reserve, in
accordance with Agreement Accounting Principles, against any liabilities
associated with the assets sold or disposed of in such Asset Sale and retained
by such Person or a Subsidiary of such Person after such Asset Sale, including,
without limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with the assets sold or disposed of in such Asset Sale;
and (b) cash or Cash Equivalents payments in respect of any other consideration
received by such Person or any Subsidiary of such Person from such Asset Sale or
Financing upon receipt of such cash or Cash Equivalent payments by such Person
or such Subsidiary.

         "NET INCOME" means, for any period, the net income (or loss) after
taxes of the Borrower and its Subsidiaries on a consolidated basis for such
period taken as a single accounting period determined in conformity with
Agreement Accounting Principles.

         "NEW CURRENCY" is defined in Section 2.11(c) hereof.

         "NON-ERISA COMMITMENTS" means:

                  (i) each pension, medical, dental, life, accident insurance,
         disability, group insurance, sick leave, profit sharing, deferred
         compensation, bonus, stock option, stock purchase, retirement, savings,
         severance, stock ownership, performance, incentive, hospitalization or
         other insurance, or other welfare, benefit or fringe benefit plan,
         policy, trust, understanding or arrangement of any kind; and

                  (ii) each employee collective bargaining agreement and each
         agreement, understanding or arrangement of any kind, with or for the
         benefit of any present or prior officer, director, employee or
         consultant (including, without limitation, each employment,
         compensation, deferred compensation, severance or consulting agreement
         or arrangement and any agreement or arrangement associated with a
         change in ownership of the Borrower or any member of the Controlled
         Group);

to which the Borrower or any member of the Controlled Group is a party or with
respect to which the Borrower or any member of the Controlled Group is or will
be required to make any payment other than any Plans.

                                       18

<PAGE>

         "NOTE AGREEMENT" means that certain Note Agreement dated as of November
6, 1998 among Thomas Industries Holdings, Inc., the Borrower, as the issuers
thereunder, and the Purchasers, as such Note Agreement may be amended, modified
or supplemented from time to time to the extent permitted by Section 7.3(S).

         "NOTICE OF ASSIGNMENT" is defined in Section 13.3(B) hereof.

         "OBLIGATIONS" means all Loans, L/C Obligations, advances, debts,
liabilities, obligations, covenants and duties owing by the Borrowers or any of
their Subsidiaries to the Administrative Agent, any Lender, the Swing Line Bank,
the Arranger, any Affiliate of the Administrative Agent or any Lender, the
Issuing Bank, any Alternate Currency Bank or any Indemnitee, of any kind or
nature, present or future, arising under this Agreement, the L/C Documents, any
Alternate Currency Addendum, the Guarantees, the Pledge Agreements or any other
Collateral Document or Loan Document, whether or not evidenced by any note,
guaranty or other instrument, whether or not for the payment of money, whether
arising by reason of an extension of credit, loan, guaranty, indemnification, or
in any other manner, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or
hereafter arising and however acquired. The term includes, without limitation,
all interest, charges, expenses, fees, attorneys' fees and disbursements,
paralegals' fees (in each case whether or not allowed), and any other sum
chargeable to the Borrower or any of its Subsidiaries under this Agreement or
any other Loan Document.

         "OBLIGOR GROUP" means (a) the Borrower, (b) each Alternate Currency
Borrower, (c) the Subsidiary Guarantors, (d) each Subsidiary the stock of which
has been pledged pursuant to a Pledge Agreement and (e) each Subsidiary of the
Borrower that is a party to a Pledge Agreement, as a pledgor.

         "OFF-BALANCE SHEET LIABILITIES" of a Person means (a) any Receivables
Facility Attributed Indebtedness and repurchase obligation or liability of such
Person or any of its Subsidiaries with respect to Receivables or notes
receivable sold by such Person or any of its Subsidiaries (calculated to include
the unrecovered investment of purchasers or transferees of Receivables or notes
receivable or any other obligation of the Borrower or such transferor to
purchasers/transferees of interests in Receivables or notes receivables or the
agent for such purchasers/transferees), (b) any liability of such Person or any
of its Subsidiaries under any sale and leaseback transactions which do not
create a liability on the consolidated balance sheet of such Person, (c) any
liability of such Person or any of its Subsidiaries under any financing lease or
so-called "synthetic" lease transaction, or (d) any obligations of such Person
or any of its Subsidiaries arising with respect to any other transaction which
is the functional equivalent of or takes the place of borrowing but which, in
the case of the foregoing clauses (a) through (d), does not constitute a
liability on the consolidated balance sheets of such Person and its
Subsidiaries.

         "ORIGINAL CURRENCY" is defined in Section 2.11(c) hereof.

         "OTHER TAXES" is defined in Section 2.14(E)(ii) hereof.

                                       19

<PAGE>

         "PARENT GUARANTY" means that certain Guaranty dated as of the Closing
Date, containing substantially the terms set forth in Exhibit I-1 hereto,
executed by the Borrower in favor of the Administrative Agent, for the ratable
benefit of the Lenders, the Alternate Currency Banks, the Swing Line Bank and
the Issuing Banks (as it may be amended, modified, supplemented and/or restated,
and as in effect from time to time), unconditionally guaranteeing all of the
indebtedness, obligations and liabilities of each Alternate Currency Borrower
arising under or in connection with the Loan Documents.

         "PARTICIPANTS" is defined in Section 13.2(A) hereof.

         "PAYMENT DATE" means the last Business Day of each March, June,
September and December and the Termination Date.

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

         "PERMITTED ACQUISITION" is defined in Section 7.3(G) hereof.

         "PERMITTED EXISTING CONTINGENT OBLIGATIONS" means the Contingent
Obligations of the Borrower and its Subsidiaries identified as such on Schedule
1.1.4 to this Agreement.

         "PERMITTED EXISTING INDEBTEDNESS" means the Indebtedness of the
Borrower and its Subsidiaries identified as such on Schedule 1.1.1 to this
Agreement.

         "PERMITTED EXISTING INVESTMENTS" means the Investments of the Borrower
and its Subsidiaries identified as such on Schedule 1.1.2 to this Agreement.

         "PERMITTED EXISTING LIENS" means the Liens on assets of the Borrower
and its Subsidiaries identified as such on Schedule 1.1.3 to this Agreement.

         "PERMITTED REFINANCING INDEBTEDNESS" means any replacement, renewal,
refinancing or extension of any Indebtedness permitted by this Agreement that
(i) does not exceed the aggregate principal amount (plus accrued interest and
any applicable premium and associated fees and expenses) of the Indebtedness
being replaced, renewed, refinanced or extended, (ii) does not have a Weighted
Average Life to Maturity at the time of such replacement, renewal, refinancing
or extension that is less than the Weighted Average Life to Maturity of the
Indebtedness being replaced, renewed, refinanced or extended, (iii) does not
rank at the time of such replacement, renewal, refinancing or extension senior
to the Indebtedness being replaced, renewed, refinanced or extended, and (iv)
does not contain terms (including, without limitation, terms relating to
security, amortization, interest rate, premiums, fees, covenants (taking into
account the aggregate adjustments, if any, to the thresholds and exceptions
applicable thereto on a covenant by covenant basis), subordination, event of
default and remedies) materially less favorable to the Borrower or to the
Lenders than those applicable to the Indebtedness being replaced, renewed,
refinanced or extended.

         "PERSON" means any individual, corporation, firm, enterprise,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, limited liability company or other entity of any kind, or

                                       20

<PAGE>

any government or political subdivision or any agency, department or
instrumentality thereof.

         "PLAN" means an employee benefit plan defined in Section 3(3) of ERISA
in respect of which the Borrower or any member of the Controlled Group is, or
within the immediately preceding six (6) years was, an "employer" as defined in
Section 3(5) of ERISA.

         "PLEDGE AGREEMENT" means a Pledge Agreement, duly executed and
delivered by the Borrower (or the applicable Subsidiary of the Borrower) to and
in favor of the Administrative Agent (for the benefit of itself, the Issuing
Banks, the Lenders and the other Holders of Secured Obligations), or in favor of
the Collateral Agent for the benefit of the Holders of Secured Obligations and
the Purchasers, as it may from time to time be amended, supplemented or
otherwise modified, with respect to sixty-five percent (65%) of the outstanding
Capital Stock of each Alternate Currency Borrower and each of the Borrower's
other Material Foreign Subsidiaries.

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

         "PRO RATA SHARE" means, with respect to any Lender, the percentage
obtained by dividing (x) such Lender's Revolving Loan Commitment at such time
(in each case, as adjusted from time to time in accordance with the provisions
of this Agreement) by (y) the Aggregate Revolving Loan Commitment at such time;
provided, however, if all of the Revolving Loan Commitments are terminated
pursuant to the terms of this Agreement, then "Pro Rata Share" means the
percentage obtained by dividing (x) the sum of (A) such Lender's Revolving
Loans, plus (B) such Lender's share of the obligations to purchase
participations in Swing Line Loans, Alternate Currency Loans and Letters of
Credit, by (y) the sum of (A) the aggregate outstanding amount of all Revolving
Loans, plus (B) the aggregate outstanding amount of all Swing Line Loans, all
Alternate Currency Loans and all Letters of Credit.

         "PURCHASERS" means the holders of the Senior Notes.

         "RATE OPTION" means the Eurocurrency Rate or the Floating Rate or the
Alternate Currency Rate, as applicable.

         "RECEIVABLE(S)" means and includes all of the Borrower's and each
Subsidiary's presently existing and hereafter arising or acquired accounts,
accounts receivable, and all present and future rights of the Borrower or such
Subsidiary to payment for goods sold or leased or for services rendered (except
those evidenced by instruments or chattel paper), whether or not they have been
earned by performance, and all rights in any merchandise or goods which any of
the same may represent, and all rights, title, security and guarantees with
respect to each of the foregoing, including, without limitation, any right of
stoppage in transit.

         "RECEIVABLES FACILITY ATTRIBUTED INDEBTEDNESS" means the amount of
obligations outstanding under a receivables purchase facility on any date of

                                       21

<PAGE>

determination that would be characterized as principal if such facility were
structured as a secured lending transaction rather than as a purchase.

         "REGISTER" is defined in Section 13.3(C) hereof.

         "REGULATION T" means Regulation T of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by and to brokers and dealers of securities for the purpose
of purchasing or carrying margin stock (as defined therein).

         "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks, non-banks and non-broker lenders for the purpose
of purchasing or carrying Margin Stock applicable to member banks of the Federal
Reserve System.

         "REGULATION X" means Regulation X of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

         "REIMBURSEMENT OBLIGATION" is defined in Section 3.7 hereof.

         "RELEASE" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including the movement of Contaminants
through or in the air, soil, surface water or groundwater.

         "REPLACEMENT LENDER" is defined in Section 2.19 hereof.

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

         "REQUEST FOR LETTER OF CREDIT" is defined in Section 3.4(A) hereof.

         "REQUIRED LENDERS" means Lenders whose Pro Rata Shares, in the
aggregate, are greater than fifty percent (50%); provided, however, that, if any
of the Lenders shall have failed to fund its Pro Rata Share of (i) any Revolving
Loan requested by the Borrower, (ii) any Revolving Loan required to be made in
connection with reimbursement for any L/C Obligations, (iii) any participation
in any Alternate Currency Loan pursuant to Section 2.20(E), or (iv) any Swing
Line Loan as requested by the Administrative Agent, which such Lenders are
obligated to fund under the terms of this Agreement, and any such failure has
not been cured, then for so long as such failure continues, "REQUIRED LENDERS"

                                       22

<PAGE>

means Lenders (excluding all Lenders whose failure to fund their respective Pro
Rata Shares of such Revolving Loans or Swing Line Loans or Alternate Currency
Loans has not been so cured) whose Pro Rata Shares represent greater than fifty
percent (50%) of the aggregate Pro Rata Shares of such Lenders; provided
further, however, that, if the Revolving Loan Commitments have been terminated
pursuant to the terms of this Agreement, "REQUIRED LENDERS" means Lenders
(without regard to such Lenders' performance of their respective obligations
hereunder) whose aggregate ratable shares (stated as a percentage) of the
aggregate outstanding principal balance of all Loans and L/C Obligations are
greater than fifty percent (50%).

         "REQUIREMENTS OF LAW" means, as to any Person, the charter and by-laws
or other organizational or governing documents of such Person, and any law, 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 to which such Person or any of its property is subject
including, without limitation, the Securities Act of 1933, the Securities
Exchange Act of 1934, Regulations T, U and X, ERISA, the Fair Labor Standards
Act, the Worker Adjustment and Retraining Notification Act, Americans with
Disabilities Act of 1990, and any certificate of occupancy, zoning ordinance,
building, environmental or land use requirement or permit or environmental,
labor, employment, occupational safety or health law, rule or regulation,
including Environmental, Health or Safety Requirements of Law.

         "RESERVES" shall mean the maximum reserve requirement, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor) with
respect to "Eurocurrency liabilities" or in respect of any other category of
liabilities which includes deposits by reference to which the interest rate on
Eurocurrency Rate Loans is determined or category of extensions of credit or
other assets which includes loans by a non-United States office of any Lender to
United States residents.

         "RESTRICTED PAYMENT" means (i) any dividend or other distribution,
direct or indirect, on account of any Equity Interests of the Borrower now or
hereafter outstanding, except a dividend payable solely in the Borrower's
Capital Stock (other than Disqualified Stock) or in options, warrants or other
rights to purchase such Capital Stock, (ii) any redemption, retirement, purchase
or other acquisition for value, direct or indirect, of any Equity Interests of
the Borrower or any of its Subsidiaries now or hereafter outstanding, other than
in exchange for, or out of the proceeds of, the substantially concurrent sale
(other than to a Subsidiary of the Borrower) of other Equity Interests of the
Borrower (other than Disqualified Stock), (iii) any redemption, purchase,
retirement, defeasance, prepayment or other acquisition for value, direct or
indirect, of any Indebtedness subordinated to the Obligations (which shall not
include, in any case, the Senior Notes), and (iv) any payment of a claim for the
rescission of the purchase or sale of, or for material damages arising from the
purchase or sale of, any Indebtedness (other than the Obligations) or any Equity
Interests of the Borrower, or any of its Subsidiaries, or of a claim for
reimbursement, indemnification or contribution arising out of or related to any
such claim for damages or rescission.

         "REVOLVING CREDIT AVAILABILITY" means, at any particular time, the
amount by which (x) the Aggregate Revolving Loan Commitment at such time exceeds
(y) the Dollar Amount of the Revolving Credit Obligations outstanding at such
time.

                                       23

<PAGE>

         "REVOLVING CREDIT OBLIGATIONS" means, at any particular time, the sum
of (i) the outstanding principal Dollar Amount of the Revolving Loans at such
time, plus (ii) the outstanding principal amount of the Swing Line Loans at such
time, plus (iii) the Dollar Amount of outstanding L/C Obligations at such time,
plus (iv) the Dollar Amount of the outstanding principal amount of the Alternate
Currency Loans at such time.

         "REVOLVING LOAN" is defined in Section 2.1 hereof.

         "REVOLVING LOAN COMMITMENT" means, for each Lender, the obligation of
such Lender to make Revolving Loans and to purchase participations in Letters of
Credit and to participate in Swing Line Loans and Alternate Currency Loans in an
aggregate amount not exceeding the amount set forth on Exhibit A to this
Agreement opposite its name thereon under the heading "Revolving Loan
Commitment" or the signature page of the assignment and acceptance by which it
became a Lender, as such amount may be modified from time to time pursuant to
the terms of this Agreement or to give effect to any applicable assignment and
acceptance.

         "REVOLVING LOAN TERMINATION DATE" means August 28, 2005.

         "RIETSCHLE ACQUISITION" means the acquisition by the Borrower and
certain wholly-owned Subsidiaries of the Borrower from Werner Rietschle Holding
GmbH of the Equity Interests as described in the Rietschle Acquisition
Agreement.

         "RIETSCHLE ACQUISITION AGREEMENT" means that certain Agreement for
Purchase of Equity Interests by and among Werner Rietschle Holding GmbH, as
seller, and the Borrower and certain of its wholly-owned Subsidiaries, as
buyers, dated on or about the Closing Date.

         "RIETSCHLE CHARGE" means a nonrecurring charge arising out of the
restructuring or consolidation of the businesses acquired pursuant to the
Rietschle Acquisition Agreement (or owned by the Borrower prior to the Rietschle
Acquisition and consolidated or restructured as a result of the Rietschle
Acquisition) incurred within twenty-four (24) months following the Rietschle
Agreement up to an amount not to exceed $10,000,000 in any one fiscal year and
$15,000,000 during the term of this Agreement

         "RISK-BASED CAPITAL GUIDELINES" is defined in Section 4.2 hereof.

         "SECURED OBLIGATIONS" means, collectively, (i) the Obligations and (ii)
all Hedging Obligations owing under Hedging Agreements to any Lender or any
Affiliate of any Lender.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time.

         "SENIOR NOTES" means those certain Senior Notes due 2005, issued by the
Borrower in the aggregate original principal amount of $85,000,000 pursuant to
the Note Agreement which shall be pari passu with the Obligations hereunder and
as such Senior Notes may be amended, supplemented or modified in accordance with
the terms of Section 7.3(P) hereof, and which shall include and constitute the
notes issued in exchange therefor as contemplated by the Note Agreement.

                                       24

<PAGE>

         "SINGLE EMPLOYER PLAN" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

         "SOLVENT" means, when used with respect to any Person, that at the time
of determination:

                  (i) the fair value of its assets (both at fair valuation and
         at present fair saleable value) is equal to or in excess of the total
         amount of its liabilities, including, without limitation, contingent
         liabilities; and

                  (ii) it is then able and expects to be able to pay its debts
         as they mature; and

                  (iii) it has capital sufficient to carry on its business as
         conducted and as proposed to be conducted.

With respect to contingent liabilities (such as litigation, guarantees and
pension plan liabilities), such liabilities shall be computed at the amount
which, in light of all the facts and circumstances existing at the time,
represent the amount which can be reasonably be expected to become an actual or
matured liability.

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

         "SUBSIDIARY GUARANTORS" means (i) all of the Borrower's Domestic
Incorporated Subsidiaries as of the Closing Date and (ii) all new Domestic
Incorporated Subsidiaries which become Subsidiary Guarantors in satisfaction of
Section 7.2(K), together with their respective successors and assigns.

         "SUBSIDIARY GUARANTY" means that certain Guaranty dated as of the
Closing Date, containing substantially the terms set forth in Exhibit I-2
hereto, executed by the Subsidiary Guarantors in favor of the Administrative
Agent, for the ratable benefit of the Lenders, the Alternate Currency Banks, the
Swing Line Bank and the Issuing Banks (as it may be amended, modified,
supplemented and/or restated (including to add new Subsidiary Guarantors), and
as in effect from time to time), unconditionally guaranteeing all of the
indebtedness, obligations and liabilities of the Borrowers arising under or in
connection with the Loan Documents.

         "SWING LINE BANK" means Bank One or any other Lender as a successor
Swing Line Bank pursuant to the terms hereof.

                                       25

<PAGE>

         "SWING LINE COMMITMENT" means the obligation of the Swing Line Bank to
make Swing Line Loans to the Borrower up to a maximum principal amount of
$10,000,000 at any one time outstanding.

         "SWING LINE LOAN" means a Loan made available to the Borrower by the
Swing Line Bank pursuant to Section 2.2 hereof.

         "SYNDICATION AGENT" means National City Bank of Kentucky in its
capacity as syndication agent for the loan transaction evidenced by this
Agreement.

         "TAXES" is defined in Section 2.14(E)(i) hereof.

         "TERMINATION DATE" means the earlier of (a) the Revolving Loan
Termination Date, and (b) the date of termination in whole of the Aggregate
Revolving Loan Commitment pursuant to Section 2.5 hereof or the Revolving Loan
Commitments pursuant to Section 9.1 hereof.

         "TERMINATION EVENT" means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Borrower or any member of the
Controlled Group from a Benefit Plan during a plan year in which the Borrower or
such Controlled Group member was a "substantial employer" as defined in Section
4001(a)(2) of ERISA with respect to such Plan; (iii) the imposition of an
obligation under Section 4041 of ERISA to provide affected parties written
notice of intent to terminate a Benefit Plan in a distress termination described
in Section 4041(c) of ERISA; (iv) the institution by the PBGC or any foreign
governmental authority of proceedings to terminate or appoint a trustee to
administer a Benefit Plan or Foreign Pension Plan; (v) any event or condition
which might constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Benefit Plan; or (vi) the
partial or complete withdrawal of the Borrower or any member of the Controlled
Group from a Multiemployer Plan or Foreign Pension Plan.

         "TRANSFEREE" is defined in Section 13.5 hereof.

         "TYPE" means, with respect to any Loan, its nature as a Floating Rate
Loan or a Fixed-Rate Loan.

         "UNFUNDED LIABILITIES" means (i) in the case of Single Employer Plans,
the amount (if any) by which the present value of all vested nonforfeitable
benefits under all Single Employer Plans exceeds the fair market value of all
such Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plans, and (ii) in the case of Multiemployer
Plans, the withdrawal liability that would be incurred by the Controlled Group
if all members of the Controlled Group completely withdrew from all
Multiemployer Plans.

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

         "WEIGHTED AVERAGE LIFE TO MATURITY" means when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining

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<PAGE>

installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms. Any accounting terms used in
this Agreement which are not specifically defined herein shall have the meanings
customarily given them in accordance with generally accepted accounting
principles in existence as of the date hereof.

         1.2. References. Any references to Subsidiaries of the Borrowers set
forth herein with respect to representations and warranties which deal with
historical matters shall be deemed to include the Borrowers and their respective
Subsidiaries and shall not in any way be construed as consent by the
Administrative Agent or any Lender to the establishment, maintenance or
acquisition of any Subsidiary, except as may otherwise be permitted hereunder.

                     ARTICLE II: REVOLVING LOAN FACILITIES

         2.1. Revolving Loans.

                  (A) Upon the satisfaction of the conditions precedent set
         forth in Sections 5.1, 5.2 and 5.3, as applicable, from and including
         the Closing Date and prior to the Termination Date, each Lender
         severally and not jointly agrees, on the terms and conditions set forth
         in this Agreement, to make revolving loans to the Borrower from time to
         time, in Dollars or Eurocurrency Loans in any Agreed Currency, in a
         Dollar Amount not to exceed such Lender's Pro Rata Share of Revolving
         Credit Availability at such time (each individually, a "REVOLVING LOAN"
         and, collectively, the "REVOLVING LOANS"); provided, however, at no
         time shall the Dollar Amount of the Revolving Credit Obligations exceed
         the Aggregate Revolving Loan Commitment. Subject to the terms of this
         Agreement, the Borrower may borrow, repay and reborrow Revolving Loans
         at any time prior to the Termination Date. The Revolving Loans made on
         the Closing Date or on or before the third (3rd) Business Day
         thereafter shall initially be Floating Rate Loans and thereafter may be
         continued as Floating Rate Loans or converted into Eurocurrency Rate
         Loans in the manner provided in Section 2.9 and subject to the other
         conditions and limitations therein set forth and set forth in this
         Article II and set forth in the definition of Interest Period.
         Revolving Loans made after the third (3rd) Business Day after the
         Closing Date shall be, at the option of the Borrower, selected in
         accordance with Section 2.9, either Floating Rate Loans or Eurocurrency
         Rate Loans. On the Termination Date, the Borrower shall repay in full
         the outstanding principal balance of the Revolving Loans. Each Advance
         under this Section 2.1 shall consist of Revolving Loans made by each
         Lender ratably in proportion to such Lender's respective Pro Rata
         Share.

                  (B) Borrowing/Election Notice. The Borrower shall deliver to
         the Administrative Agent a Borrowing/Election Notice, signed by it, in
         accordance with the terms of Section 2.7. The Administrative Agent
         shall promptly notify each Lender with a Revolving Loan Commitment
         greater than zero of such request.

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<PAGE>

                  (C) Making of Revolving Loans. Promptly after receipt of the
         Borrowing/Election Notice under Section 2.7 in respect of Revolving
         Loans, the Administrative Agent shall notify each Lender with a
         Revolving Loan Commitment greater than zero by telex or telecopy, or
         other similar form of transmission, of the requested Revolving Loan.
         Each Lender with a Revolving Loan Commitment greater than zero shall
         make available its Revolving Loan in accordance with the terms of
         Section 2.6. The Administrative Agent will promptly make the funds so
         received from the Lenders available to the Borrower at the
         Administrative Agent's office in Louisville, Kentucky on the applicable
         Borrowing Date and shall disburse such proceeds in accordance with the
         Borrower's disbursement instructions set forth in such
         Borrowing/Election Notice. The failure of any Lender to deposit the
         amount described above with the Administrative Agent on the applicable
         Borrowing Date shall not relieve any other Lender of its obligations
         hereunder to make its Revolving Loan on such Borrowing Date.

         2.2. Swing Line Loans.

                  (A) Amount of Swing Line Loans. Upon the satisfaction of the
         conditions precedent set forth in Section 5.1, 5.2 and 5.3, as
         applicable, from and including the Closing Date and prior to the
         Termination Date, the Swing Line Bank agrees, on the terms and
         conditions set forth in this Agreement, to make swing line loans to the
         Borrower from time to time, in Dollars, in an amount not to exceed the
         Swing Line Commitment (each, individually, a "SWING LINE LOAN" and
         collectively, the "SWING LINE LOANS"); provided, however, at no time
         shall the Dollar Amount of the Revolving Credit Obligations exceed the
         Aggregate Revolving Loan Commitment; and provided, further, that at no
         time shall the sum of (a) the Swing Line Lender's Pro Rata Share of the
         Swing Line Loans, plus (b) the outstanding Dollar Amount of Revolving
         Loans made by the Swing Line Bank pursuant to Section 2.1, plus, (c)
         the Swing Line Lender's Pro Rata Share of the Alternate Currency Loans,
         exceed the Swing Line Bank's Revolving Loan Commitment at such time.
         Subject to the terms of this Agreement, the Borrower may borrow, repay
         and reborrow Swing Line Loans at any time prior to the Termination
         Date.

                  (B) Borrowing/Election Notice. The Borrower shall deliver to
         the Administrative Agent and the Swing Line Bank a Borrowing/Election
         Notice, signed by it, not later than 2:00 p.m. (Louisville time) on the
         Borrowing Date of each Swing Line Loan, specifying (i) the applicable
         Borrowing Date (which date shall be a Business Day and which may be the
         same date as the date the Borrowing/Election Notice is given), and (ii)
         the aggregate amount of the requested Swing Line Loan which shall be an
         amount not less than $50,000. The Swing Line Loans shall at all times
         be Floating Rate Loans or shall bear interest at such other rate as
         shall be agreed to between the Borrower and the Swing Line Bank at the
         time of the making of such Swing Line Loans.

                  (C) Making of Swing Line Loans. Promptly after receipt of the
         Borrowing/Election Notice under Section 2.2(B) in respect of Swing Line
         Loans, the Administrative Agent shall notify each Lender by telex or
         telecopy, or other similar form of transmission, of the requested Swing
         Line Loan. Not later than 3:00 p.m. (Louisville time) on the applicable
         Borrowing Date, the Swing Line Bank shall make available its Swing Line
         Loan, in funds immediately available in Louisville to the
         Administrative Agent at its address specified pursuant to Article XIV.
         The Administrative Agent will promptly make the funds so received from

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<PAGE>

         the Swing Line Bank available to the Borrower on the Borrowing Date at
         the Administrative Agent's aforesaid address.

                  (D) Repayment of Swing Line Loans. Each Swing Line Loan shall
         be paid in full by the Borrower on or before the fifth (5th) Business
         Day after the Borrowing Date for such Swing Line Loan. The Borrower may
         at any time pay, without penalty or premium, all outstanding Swing Line
         Loans or, in a minimum amount of $100,000 and increments of $100,000 in
         excess thereof, any portion of the outstanding Swing Line Loans, upon
         notice to the Administrative Agent and the Swing Line Bank. In
         addition, the Administrative Agent (i) may at any time in its sole
         discretion with respect to any outstanding Swing Line Loan, or (ii)
         shall on the fifth (5th) Business Day after the Borrowing Date of any
         Swing Line Loan, require each Lender (including the Swing Line Bank) to
         make a Revolving Loan in the amount of such Lender's Pro Rata Share of
         such Swing Line Loan, for the purpose of repaying such Swing Line Loan.
         Each Lender shall make available its required Revolving Loan or
         Revolving Loans, in funds immediately available in Louisville to the
         Administrative Agent at its address specified pursuant to Article XIV,
         (i) by no later than 12:00 noon (Louisville time) on the Business Day
         immediately following the date of any notice received pursuant to this
         Section 2.2(D) if such notice is received on or before 6:00 p.m.
         (Louisville time) on such date and (ii) 12:00 noon (Louisville time) on
         the second Business Day immediately following the date of any such
         notice received after 6:00 p.m. (Louisville time) on such date.
         Revolving Loans made pursuant to this Section 2.2(D) shall initially be
         Floating Rate Loans and thereafter may be continued as Floating Rate
         Loans or converted into Eurocurrency Rate Loans in the manner provided
         in Section 2.9 and subject to the other conditions and limitations
         therein set forth and set forth in this Article II. Unless a Lender
         shall have notified the Swing Line Bank, prior to its making any Swing
         Line Loan, that any applicable condition precedent set forth in
         Sections 5.1, 5.2 and 5.3, as applicable, had not then been satisfied,
         such Lender's obligation to make Revolving Loans pursuant to this
         Section 2.2(D) to repay Swing Line Loans shall be unconditional,
         continuing, irrevocable and absolute and shall not be affected by any
         circumstances, including, without limitation, (a) any set-off,
         counterclaim, recoupment, defense or other right which such Lender may
         have against the Administrative Agent, the Swing Line Bank or any other
         Person, (b) the occurrence or continuance of a Default or Unmatured
         Default, (c) any adverse change in the condition (financial or
         otherwise) of the Borrower, or (d) any other circumstances, happening
         or event whatsoever. In the event that any Lender fails to make payment
         to the Administrative Agent of any amount due under this Section
         2.2(D), the Administrative Agent shall be entitled to receive, retain
         and apply against such obligation the principal and interest otherwise
         payable to such Lender hereunder until the Administrative Agent
         receives such payment from such Lender or such obligation is otherwise
         fully satisfied. In addition to the foregoing, if for any reason any
         Lender fails to make payment to the Administrative Agent of any amount
         due under this Section 2.2(D), such Lender shall be deemed, at the
         option of the Administrative Agent, to have unconditionally and
         irrevocably purchased from the Swing Line Bank, without recourse or
         warranty, an undivided interest and participation in the applicable
         Swing Line Loan in the amount of such Revolving Loan, and such interest
         and participation may be recovered from such Lender together with
         interest thereon at the Federal Funds Effective Rate for each day
         during the period commencing on the date of demand and ending on the
         date such amount is received. On the Termination Date, the Borrower
         shall repay in full the outstanding principal balance of the Swing Line
         Loans.

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<PAGE>

         2.3. Rate Options for all Advances; Maximum Interest Periods. The Swing
Line Loans shall be Floating Rate Advances or shall bear interest at such other
rate as may be agreed to between the Borrower and the Swing Line Bank at the
time of the making of any such Swing Line Loan. The Revolving Loans may be
Floating Rate Advances or Eurocurrency Rate Advances, or a combination thereof,
selected by the Borrower in accordance with Section 2.9. The Borrower may
select, in accordance with Section 2.9, Rate Options and Interest Periods
applicable to portions of the Revolving Loans and Alternate Currency Loans;
provided that there shall be no more than six (6) Interest Periods in effect
with respect to all of the Loans at any time (unless otherwise provided in the
applicable Alternate Currency Addendum with respect to Alternate Currency
Loans). Each Alternate Currency Loan shall bear interest on the outstanding
principal amount thereof, for the Interest Period applicable thereto, at the
Alternate Currency Rate as set forth in the applicable Alternate Currency
Addendum.

         2.4. Optional Payments; Mandatory Prepayments.

                  (A) Optional Payments. The Borrower may from time to time and
         at any time upon at least one (1) Business Day's prior written notice
         repay or prepay, without penalty or premium all or any part of
         outstanding Floating Rate Advances (other than Swing Line Loans) in an
         aggregate minimum amount of $1,000,000 and in integral multiples of
         $500,000 in excess thereof. Eurocurrency Rate Advances (other than
         Alternate Currency Loans) may be voluntarily repaid or prepaid prior to
         the last day of the applicable Interest Period, subject to the
         indemnification provisions contained in Section 4.4 in an aggregate
         minimum amount of $2,500,000 and in integral multiples of $1,000,000 in
         excess thereof, provided, that the Borrower may not so prepay
         Eurocurrency Rate Advances unless it shall have provided at least three
         (3) Business Days' prior written notice to the Administrative Agent of
         such prepayment if the Agreed Currency is Dollars and four (4) Business
         Days' prior written notice to the Administrative Agent if the Agreed
         Currency is a Currency other than Dollars. Each Alternate Currency
         Borrower may, upon prior written notice to the Administrative Agent and
         to the applicable Alternate Currency Bank as prescribed in the
         applicable Alternate Currency Addendum and specifying that it is
         prepaying all or a portion of its Alternate Currency Loans, prepay its
         Alternate Currency Loans in whole at any time, or from time to time in
         part in a Dollar Amount aggregating $1,000,000 or any larger multiple
         Dollar Amount of $500,000 (or as otherwise specified in the applicable
         Alternate Currency Addendum) by paying the principal amount to be paid
         together with all accrued and unpaid interest thereon to and including
         the date of payment; provided, that any such payment occurring prior to
         the last day of any Interest Period related to such Alternate Currency
         Loan shall be subject to the indemnification provisions contained in
         Section 4.4.

                  (B) Mandatory Prepayments of Revolving Loans.

                           (i) If at any time and for any reason (other than
                  fluctuations in currency exchange rates) the Dollar Amount of
                  the Revolving Credit Obligations are greater than the
                  Aggregate Revolving Loan Commitment, the Borrower shall
                  immediately make a mandatory prepayment of the Obligations in
                  an amount equal to such excess.

                           (ii) If at any time:

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<PAGE>

                  (w)      the Dollar Amount of the Revolving Credit Obligations
                           exceeds one hundred five percent (105%) of the
                           Aggregate Revolving Loan Commitment, whether as a
                           result of fluctuations in currency exchange rates, or
                           otherwise, the Borrower for the ratable benefit of
                           the Lenders shall immediately prepay Loans in an
                           aggregate amount such that after giving effect
                           thereto the Dollar Amount of the Revolving Credit
                           Obligations is less than or equal to the Aggregate
                           Revolving Loan Commitment; provided that each
                           Alternate Currency Borrower shall prepay on a
                           pro-rata basis based on the amount of each Alternate
                           Currency Borrower's Revolving Credit Obligations; or

                  (x)      the Dollar Amount of all outstanding Alternate
                           Currency Loans under the Alternate Currency Addenda
                           exceeds one hundred five percent (105%) of the
                           aggregate Alternate Currency Commitments with respect
                           thereto whether as a result of fluctuations in
                           currency exchange rates, or otherwise, the Borrower
                           shall on such date prepay, or cause to be prepaid,
                           Alternate Currency Loans in an aggregate amount such
                           that after giving effect thereto the Dollar Amount of
                           all such Alternate Currency Loans is less than or
                           equal to the aggregate Alternate Currency Commitments
                           with respect thereto; provided that each Alternate
                           Currency Borrower shall prepay on a pro-rata basis
                           based on the amount of each Alternate Currency
                           Borrower's Alternate Currency Loans; or

                  (y)      the Dollar Amount of the aggregate outstanding
                           principal amount of Alternate Currency Loans in the
                           same Alternate Currency exceeds the aggregate
                           Alternate Currency Commitments with respect thereto,
                           whether as a result of fluctuations in currency
                           exchange rates, or otherwise, the applicable
                           Alternate Currency Borrower shall on such date prepay
                           Alternate Currency Loans in such Alternate Currency
                           in an aggregate amount such that after giving effect
                           thereto the Dollar Amount of all Alternate Currency
                           Loans in such Alternate Currency is less than or
                           equal to the aggregate Alternate Currency Commitments
                           with respect thereto; or

                  (z)      the Dollar Amount of the aggregate outstanding
                           principal amount of Alternate Currency Loans plus the
                           aggregate outstanding principal amount of Revolving
                           Loans made pursuant to Section 2.1(A) in a currency
                           other than Dollars exceeds $20,000,000, whether as a
                           result of fluctuations in currency exchange rates or
                           otherwise, the Borrower shall on such date prepay
                           loans in an amount sufficient to eliminate such
                           excess; provided that each Alternate Currency
                           Borrower shall prepay on a pro-rata basis based on
                           the amount of each Alternate Currency Borrower's
                           Alternate Currency Loans and Revolving Loans.

                           (iii) Upon the consummation of any Asset Sale
                  permitted hereunder by the Borrower or any of its Subsidiaries
                  or the receipt by the Borrower or any Subsidiary of proceeds
                  from any condemnation proceeding or from insurance in
                  connection with any loss, within three (3) Business Days after
                  the Borrower's or such Subsidiary's (i) receipt of any Net
                  Cash Proceeds from any such Asset Sale or other such proceeds,
                  or (ii) conversion to cash or Cash Equivalents of non-cash

                                       31

<PAGE>

                  proceeds (whether principal or interest and including
                  securities, release of escrow arrangements or lease payments)
                  received from any Asset Sale, the Borrower shall make a
                  mandatory prepayment of the Obligations in an amount equal to
                  one hundred percent (100%) of such Net Cash Proceeds or other
                  such proceeds or such proceeds converted from non-cash to cash
                  or Cash Equivalents. Net Cash Proceeds of Asset Sales of
                  plant, property or equipment (excluding in any event the sale
                  of the Borrower's equity interest in its joint venture with
                  Genlyte Group Incorporated) with respect to which the Borrower
                  shall have given the Administrative Agent written notice
                  within thirty (30) Business Days after such Asset Sale of its
                  intention to invest such Net Cash Proceeds in additional
                  assets within one (1) year following such Asset Sale shall not
                  be subject to the provisions of the first sentence of this
                  Section 2.4(B)(iii) unless and to the extent that such
                  applicable period shall have expired without such replacement
                  having been made.

                           (iv) Nothing in this Section 2.4(B) shall be
                  construed to constitute the Lenders' consent to any
                  transaction referred to in clause (iii) or (iv) above which is
                  not expressly permitted by the terms of this Agreement.

                           (v) Prior to the occurrence of a Default, the
                  Administrative Agent shall hold all mandatory prepayments in
                  escrow for the benefit of the Lenders and shall release such
                  amounts upon the expiration of the Interest Periods applicable
                  to any Loans being prepaid (it being understood that interest
                  shall continue to accrue on the Obligations until such time as
                  such prepayments are released from escrow and applied to
                  reduce the Obligations). After the occurrence and during the
                  continuance of a Default, at the direction of the
                  Administrative Agent or the Required Lenders, all of the
                  mandatory prepayments made hereunder shall be applied first to
                  Floating Rate Loans and Alternate Currency Loans bearing a
                  fluctuating Alternate Currency Rate and to any Fixed-Rate
                  Loans maturing on such date and then to subsequently maturing
                  Fixed-Rate Loans in order of maturity.

                           (vi) All of the mandatory prepayments made under
                  Section 2.4(B)(iii) shall be applied (a) to reduce the
                  outstanding Loans in the manner set forth in clause (v) above,
                  and (b) to permanently reduce the Aggregate Revolving Loan
                  Commitment by the full amount of such prepayment (whether not
                  sufficient Loans are outstanding for such amount to be applied
                  as a prepayment).

         2.5. Reduction of Commitments. Without in any way limiting the
mandatory reduction of the Aggregate Revolving Loan Commitment described in
Section 2.4(B)(vi), the Borrower may permanently reduce the Aggregate Revolving
Loan Commitment in whole, or in part ratably among the Lenders, in an aggregate
minimum amount of $5,000,000 with respect thereto and integral multiples of
$1,000,000 in excess of that amount with respect thereto (unless the Aggregate
Revolving Loan Commitment is reduced in whole), upon at least three (3) Business
Day's prior written notice to the Administrative Agent, which notice shall
specify the amount of any such reduction; provided, however, that the amount of
the Aggregate Revolving Loan Commitment may not be reduced below the aggregate
principal Dollar Amount of the outstanding Revolving Credit Obligations. All
accrued commitment fees shall be payable on the effective date of any
termination of the obligations of the Lenders to make Loans hereunder. In
addition, each Alternate Currency Borrower may, upon three (3) Business Days'
prior written notice to the Administrative Agent and to the applicable Alternate

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Currency Bank, terminate entirely at any time or reduce from time to time by an
aggregate amount of $3,000,000 or any larger multiple of $1,000,000, (or as
otherwise set forth on the applicable Alternate Currency Addendum) the unused
portions of the applicable Alternate Currency Commitment as specified by the
applicable Alternate Currency Borrower in such notice to the Administrative
Agent and the Alternate Currency Bank; provided, however, that at no time shall
the Alternate Currency Commitments be reduced to a figure less than the total of
the outstanding principal amount of all Alternate Currency Loans.

         2.6. Method of Borrowing. Not later than 2:00 p.m. (Louisville time) on
each Borrowing Date, each Lender shall make available its Revolving Loan in
immediately available funds in the Agreed Currency to the Administrative Agent
at its address specified pursuant to Article XIV, unless the Administrative
Agent has notified the Lenders that such Loan is to be made available to the
Borrower at the Administrative Agent's Eurocurrency Payment office, in which
case each Lender shall make available its Loan or Loans, in funds immediately
available to the Administrative Agent at its Eurocurrency Payment Office, not
later than 1:00 p.m. (local time in the city of the Administrative Agent's
Eurocurrency Payment Office) in the Agreed Currency designated by the
Administrative Agent. The Administrative Agent will promptly make the funds so
received from the Lenders available to the Borrower at the Administrative
Agent's aforesaid address.

         2.7. Method of Selecting Types, Currency and Interest Periods for
Advances. The Borrower and the Alternate Currency Borrowers, as applicable,
shall select the Type of Advance and, in the case of each Alternate Currency
Loan and Eurocurrency Rate Advance, the Interest Period, Agreed Currency and
Alternate Currency applicable to each Advance from time to time. The applicable
Borrower shall give the Administrative Agent irrevocable notice in substantially
the form of Exhibit B hereto (a "BORROWING/ELECTION NOTICE") not later than
11:00 a.m. (Louisville time) (a) one (1) Business Day before the Borrowing Date
of each Floating Rate Advance, and (b) four (4) Business Days before the
Borrowing Date for each Eurocurrency Rate Advance to be made in Dollars, and (c)
five (5) Business Days before the Borrowing Date for each Eurocurrency Rate
Advance to be made in any Agreed Currency other than Dollars and (d) four (4)
Business Days before the Borrowing Date for each Alternate Currency Loan (or
such other period as may be agreed to by the Administrative Agent), and the
applicable Alternate Currency Borrower shall give the applicable Alternate
Currency Bank irrevocable notice by 11:00 a.m. (local time) two (2) Business
Days prior to the Borrowing Date for such Alternate Currency Loan (or such other
period as may be specified in the applicable Alternate Currency Addendum),
specifying: (i) the Borrowing Date (which shall be a Business Day) of such
Advance; (ii) the aggregate amount of such Advance; (iii) the Type of Advance
selected; and (iv) in the case of each Eurocurrency Rate Advance and Alternate
Currency Loan, the Interest Period and Agreed Currency or Alternate Currency
applicable thereto. The applicable Borrower shall select Interest Periods so
that, to the best of the Borrower's knowledge, it will not be necessary to
prepay all or any portion of any Eurocurrency Rate Advance or Alternate Currency
Loan prior to the last day of the applicable Interest Period in order to make
mandatory prepayments as required pursuant to the terms hereof. Each Floating
Rate Advance, each Alternate Currency Loan bearing a fluctuating Alternate
Currency Rate and all Obligations other than Loans shall bear interest from and
including the date of the making of such Advance, in the case of Loans, and the
date such Obligation is due and owing in the case of such other Obligations, to
(but not including) the date of repayment thereof at the Floating Rate or
Alternate Currency Rate, as applicable, changing when and as such Floating Rate
or Alternate Currency Rate, as applicable, changes. Changes in the rate of
interest on that portion of any Advance maintained as a Floating Rate Loan will

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<PAGE>

take effect simultaneously with each change in the Alternate Base Rate. Changes
in the rate of interest on any portion of any Alternate Currency Loan bearing a
fluctuating Alternate Currency Rate will take effect simultaneously with each
change in such Alternate Currency Rate. Each Fixed-Rate Loan shall bear interest
from and including the first day of the Interest Period applicable thereto to
(but not including) the last day of such Interest Period at the interest rate
determined as applicable to such Eurocurrency Rate Advance or Alternate Currency
Loan, as applicable.

         2.8. Minimum Amount of Each Advance. Each Advance (other than an
Advance to repay Swing Line Loans or a Reimbursement Obligation) shall be in the
minimum amount of $3,000,000 (or the approximate Equivalent Amount of any Agreed
Currency other than Dollars or any Alternate Currency) and in multiples of
$1,000,000 (or the approximate Equivalent Amount of any Agreed Currency other
than Dollars or any Alternate Currency) if in excess thereof (or such other
amounts as may be specified in the applicable Alternate Currency Addendum),
provided, however, that any Floating Rate Advance may be in the amount of the
unused Aggregate Revolving Loan Commitment.

         2.9. Method of Selecting Types, Currency and Interest Periods for
Conversion and Continuation of Advances.

                  (A) Right to Convert. The applicable Borrower may elect from
         time to time, subject to the provisions of Section 2.3 and this Section
         2.9, to convert all or any part of a Loan of any Type into any other
         Type or Types of Loan; provided that any conversion of any Eurocurrency
         Rate Advance and any Alternate Currency Loan shall be made on, and only
         on, the last day of the Interest Period applicable thereto.

                  (B) Automatic Conversion and Continuation. Floating Rate Loans
         shall continue as Floating Rate Loans unless and until such Floating
         Rate Loans are converted into Eurocurrency Rate Loans. Eurocurrency
         Rate Loans in Dollars shall continue as Eurocurrency Rate Loans in
         Dollars until the end of the then applicable Interest Period therefor,
         at which time such Eurocurrency Rate Loans shall be automatically
         converted into Floating Rate Loans unless the Borrower shall have given
         the Administrative Agent notice in accordance with Section 2.9(D)
         requesting that, at the end of such Interest Period, such Eurocurrency
         Rate Loans continue as a Eurocurrency Rate Loan. Unless a
         Borrowing/Election Notice shall have timely been given in accordance
         with the terms of this Section 2.9, Eurocurrency Rate Advances in an
         Agreed Currency other than Dollars and Alternate Currency Loans shall
         automatically continue as Eurocurrency Rate Advances in the same Agreed
         Currency or Alternate Currency Loans in the same Alternate Currency, as
         applicable, with an Interest Period of one (1) month.

                  (C) No Conversion Post-Default or Post-Unmatured Default.
         Notwithstanding anything to the contrary contained in Section 2.9(A) or
         Section 2.9(B), no Loan may be converted into or continued as a
         Eurocurrency Rate Loan or an Alternate Currency Loan (except with the
         consent of the Required Lenders) when any Default or Unmatured Default
         has occurred and is continuing.

                  (D) Borrowing/Election Notice. The Borrower shall give the
         Administrative Agent an irrevocable Borrowing/Election Notice of each
         conversion of a Floating Rate Loan into a Eurocurrency Rate Loan or

                                       34

<PAGE>

         continuation of a Eurocurrency Rate Loan not later than 11:00 a.m.
         (Louisville time) (x) four (4) Business Days prior to the date of the
         requested conversion or continuation, with respect to any Loan to be
         converted or continued as a Eurocurrency Rate Loan in Dollars, (y) five
         (5) Business Days prior to the date of the requested conversion or
         continuation with respect to any Loan to be converted or continued as a
         Eurocurrency Rate Loan in an Agreed Currency other than Dollars, and
         (z) four (4) Business Days before the date of the requested conversion
         or continuation Borrowing Date with respect to the conversion or
         continuation of any Alternate Currency Loan (or such other period as
         may be agreed to by the Administrative Agent), and the applicable
         Alternate Currency Borrower shall give the applicable Alternate
         Currency Bank irrevocable notice by 11:00 a.m. (local time) two (2)
         Business Days prior to the conversion or continuation of such Alternate
         Currency Loan (or such other period as may specified in the applicable
         Alternate Currency Addendum), specifying: (i) the requested date (which
         shall be a Business Day) of such conversion or continuation; (ii) the
         amount and Type of the Loan to be converted or continued; and (iii) the
         amount of Eurocurrency Rate Loan(s) or Alternate Currency Loan(s), as
         applicable, into which such Loan is to be converted or continued, the
         Agreed Currency or Alternate Currency, as applicable, and the duration
         of the Interest Period applicable thereto.

                  (E) Limitations on Conversion. Notwithstanding anything herein
         to the contrary, at the election of the Borrowers under this Section
         2.9, (x) Eurocurrency Rate Advances in an Agreed Currency may be
         converted and/or continued as Eurocurrency Rate Advances only in the
         same Agreed Currency, and (y) Alternate Currency Loans in an Alternate
         Currency may be converted and/or continued as Alternate Currency Loans
         only in the same Alternate Currency.

         2.10. Default Rate. After the occurrence and during the continuance of
a Default, at the option of the Administrative Agent or at the direction of the
Required Lenders, the interest rate(s) applicable to the Obligations and to the
fees payable under Section 3.8(B) and (C) with respect to Letters of Credit
shall be equal to the Floating Rate hereunder plus two percent (2.0%) per annum;
provided, that (a) the fee described in Section 3.8(A) shall be equal to the
then Applicable L/C Fee Percentage plus two percent (2.0%) per annum and (b) the
interest rate applicable to Alternate Currency Loans shall be equal to the then
applicable Alternate Currency Rate plus two percent (2.0%) per annum.

         2.11. Method of Payment. (a) All payments of principal, interest, fees,
commissions and L/C Obligations hereunder shall be made, without setoff,
deduction or counterclaim (unless indicated otherwise in Section 2.14(E)), in
immediately available funds to the Administrative Agent (i) at the
Administrative Agent's address specified pursuant to Article XIV with respect to
Advances or other Obligations denominated in Dollars and (ii) at the
Administrative Agent's Eurocurrency Payment Office with respect to any Advance
or other Obligations denominated in an Agreed Currency other than Dollars, or at
any other Lending Installation of the Administrative Agent specified in writing
by the Administrative Agent to the Borrower, by 2:00 p.m. (Louisville time) on
the date when due and shall be made ratably among the Lenders (unless such
amount is not to be shared ratably in accordance with the terms hereof). Each
Advance shall be repaid or prepaid in the Agreed Currency in which it was made
in the amount borrowed and interest payable thereon shall also be paid in such
currency. Each payment delivered to the Administrative Agent for the account of
any Lender shall be delivered promptly by the Administrative Agent to such
Lender in the same type of funds which the Administrative Agent received at its

                                       35

<PAGE>

address specified pursuant to Article XIV or at any Lending Installation
specified in a notice received by the Administrative Agent from such Lender. The
Borrower authorizes the Administrative Agent to charge the account of the
Borrower maintained with Bank One for each payment of principal, interest, fees,
commissions and L/C Obligations as it becomes due hereunder. Each reference to
the Administrative Agent in this Section 2.11 shall also be deemed to refer, and
shall apply equally, to each Issuing Bank, in the case of payments required to
be made by the Borrower to any Issuing Bank pursuant to Article III.

         (b) All payments to be made by the Borrowers hereunder in respect of
any Alternate Currency Loans shall be made in the currencies in which such Loans
are denominated and in funds immediately available, at the office or branch from
which the Loan was made pursuant to Section 2.20 and the applicable Alternate
Currency Addendum not later than 3:00 p.m. (local time) on the date on which
such payment shall become due. Promptly upon receipt of any payment of principal
of the Alternate Currency Loans the applicable Alternate Currency Bank shall
give written notice to the Administrative Agent by telex or telecopy of the
receipt of such payment.

         (c) Notwithstanding the foregoing provisions of this Section, if, after
the making of any Advance in any currency other than Dollars, currency control
or exchange regulations are imposed in the country which issues such Agreed
Currency or Alternate Currency, as applicable, with the result that different
types of such Agreed Currency or Alternate Currency, as applicable, (the "NEW
CURRENCY") are introduced and the type of currency in which the Advance was made
(the "ORIGINAL CURRENCY") no longer exists or any Borrower is not able to make
payment to the Administrative Agent for the account of the Lenders or Alternate
Currency Bank, as applicable, in such Original Currency, then all payments to be
made by the Borrowers hereunder in such currency shall be made to the
Administrative Agent or Alternate Currency Bank, as applicable, in such amount
and such type of the New Currency or Dollars as shall be equivalent to the
amount of such payment otherwise due hereunder in the Original Currency, it
being the intention of the parties hereto that the Borrowers take all risks of
the imposition of any such currency control or exchange regulations. In
addition, notwithstanding the foregoing provisions of this Section, if, after
the making of any Advance in any currency other than Dollars, the applicable
Borrower is not able to make payment to the Administrative Agent for the account
of the Lenders or the applicable Alternate Currency Bank in the type of currency
in which such Advance was made because of the imposition of any such currency
control or exchange regulation, then such Advance shall instead be repaid when
due in Dollars in a principal amount equal to the Dollar Amount (as of the date
of repayment) of such Advance.

         2.12. Evidence of Debt.

                  (A) Loan Account. Each Lender shall maintain in accordance
         with its usual practice an account or accounts (a "LOAN ACCOUNT")
         evidencing the indebtedness of the Borrowers to such Lender owing to
         such Lender from time to time, including the amounts of principal and
         interest payable and paid to such Lender from time to time hereunder.

                  (B) Register. The Register maintained by the Administrative
         Agent pursuant to Section 13.3(C) shall include a control account, and
         a subsidiary account for each Lender, in which accounts (taken
         together) shall be recorded (i) the date and the amount of each Loan
         made hereunder, the Type thereof and the Interest Period, if any,
         applicable thereto, (ii) the amount of any principal or interest due

                                       36

<PAGE>

         and payable or to become due and payable from the Borrowers to each
         Lender hereunder, (iii) the effective date and amount of each
         Assignment Agreement delivered to and accepted by it and the parties
         thereto pursuant to Section 13.3, (iv) the amount of any sum received
         by the Administrative Agent hereunder for the account of the Lenders
         and each Lender's share thereof, and (v) all other appropriate debits
         and credits as provided in this Agreement, including, without
         limitation, all fees, charges, expenses and interest.

                  (C) Entries in Loan Account and Register. The entries made in
         the Loan Account, the Register and the other accounts maintained
         pursuant to subsections (A) or (B) of this Section shall be conclusive
         and binding for all purposes, absent manifest error, unless the
         applicable Borrower objects to information contained in the Loan
         Accounts, the Register or the other accounts within forty-five (45)
         days of the applicable Borrower's receipt of such information; provided
         that the failure of any Lender or the Administrative Agent to maintain
         such accounts or any error therein shall not in any manner affect the
         obligation of the Borrowers to repay the Loans in accordance with the
         terms of this Agreement.

                  (D) Notes Upon Request. Any Lender may request that the Loans
         made by it each be evidenced by a promissory note in substantially the
         forms of Exhibit K to evidence such Lender's Revolving Loans. In such
         event, the applicable Borrower shall prepare, execute and deliver to
         such Lender a promissory note for such Loans payable to the order of
         such Lender and in a form approved by the Administrative Agent and
         consistent with the terms of this Agreement. Thereafter, the Loans
         evidenced by such promissory note and interest thereon shall at all
         times (including after assignment pursuant to Section 13.3) be
         represented by one or more promissory notes in such form payable to the
         order of the payee named therein.

         2.13. Telephonic Notices. The Borrowers authorize the Lenders and the
Administrative Agent to extend Advances, effect selections of Types of Advances
and to transfer funds based on telephonic notices made by any person or persons
the Administrative Agent or any Lender in good faith believes to be acting on
behalf of the applicable Borrower. The Borrowers agree to deliver promptly to
the Administrative Agent a written confirmation, signed by an Authorized
Officer, if such confirmation is requested by the Administrative Agent or any
Lender, of each telephonic notice. If the written confirmation differs in any
material respect from the action taken by the Administrative Agent and the
Lenders, the records of the Administrative Agent and the Lenders shall govern
absent manifest error. In case of disagreement concerning such notices, if the
Administrative Agent has recorded telephonic borrowing notices, such recordings
will be made available to the applicable Borrower upon any Borrower's request
therefor. Notwithstanding the foregoing, telephonic notices may only be utilized
in connection with the extension of Swing Line Loans and the transfer of funds
related thereto and all other notices hereunder must be in writing in accordance
herewith.

         2.14. Promise to Pay; Interest and Commitment Fees; Interest Payment
Dates; Interest and Fee Basis; Taxes.

                  (A) Promise to Pay. Each of the Borrowers unconditionally
         promises to pay when due the principal amount of each Loan incurred by
         it and all other Obligations incurred by it, and to pay all unpaid
         interest accrued thereon, in accordance with the terms of this
         Agreement and the other Loan Documents.

                                       37

<PAGE>

                  (B) Interest Payment Dates. Interest accrued on each Floating
         Rate Loan and each Alternate Currency Loan bearing a fluctuating
         Alternate Currency Rate shall be payable on each Payment Date,
         commencing with the first such date to occur after the date hereof,
         upon any prepayment whether by acceleration or otherwise, and at
         maturity (whether by acceleration or otherwise). Interest accrued on
         each Fixed-Rate Loan shall be payable on the last day of its applicable
         Interest Period, on any date on which such Fixed-Rate Loan is prepaid,
         whether by acceleration or otherwise, and at maturity. Interest accrued
         on each Fixed-Rate Loan having an Interest Period longer than three
         months shall also be payable on the last day of each three-month
         interval during such Interest Period. Interest accrued on the principal
         balance of all other Obligations shall be payable in arrears (i) on
         each Payment Date, commencing on the first such Payment Date following
         the incurrence of such Obligation, (ii) upon repayment thereof in full
         or in part, and (iii) if not theretofore paid in full, at the time such
         other Obligation becomes due and payable (whether by acceleration or
         otherwise).

                  (C) Fees.

                           (i) The Borrower shall pay to the Administrative
                  Agent, for the account of the Lenders in accordance with their
                  Pro Rata Shares, from and after the date of this Agreement
                  until the date on which the Aggregate Revolving Loan
                  Commitment shall be terminated in whole, a facility fee
                  accruing at the rate of the then Applicable Facility Fee
                  Percentage, on the amount of the Aggregate Revolving Loan
                  Commitment in effect on the date of such payment. All such
                  facility fees payable under this clause (C)(i) shall be
                  payable quarterly in arrears on each Payment Date occurring
                  after the date of this Agreement (with the first such payment
                  being calculated for the period from the date of this
                  Agreement and ending on September 30, 2002), and, in addition,
                  on the date on which the Aggregate Revolving Loan Commitment
                  shall be terminated in whole.

                           (ii) The Borrower agrees to pay to the Administrative
                  Agent or the Arranger the fees set forth in the letter
                  agreement between the Administrative Agent, the Arranger and
                  the Borrower dated July 19, 2002, payable at the times and in
                  the amounts set forth therein.

                           (iii) The applicable Alternate Currency Borrower
                  agrees to pay to the Alternate Currency Bank under the
                  Alternate Currency Addendum to which it is a party, for its
                  sole account, a fronting fee equal to 0.125% per annum on the
                  average daily outstanding Dollar Amount of all Alternate
                  Currency Loans made in its favor under such Alternate Currency
                  Addendum.

                  (D) Interest and Fee Basis; Applicable Eurocurrency Margin,
         Applicable Alternate Currency Margin, Applicable L/C Fee Percentage and
         Applicable Commitment Fee Percentage.

                           (i) Interest on all Eurocurrency Rate Loans, all
                  Alternate Currency Loans (except as provided otherwise in the
                  applicable Alternate Currency Addendum), all Floating Rate
                  Loans where the basis for calculation is the Federal Funds
                  Effective Rate and on all fees shall be calculated for actual
                  days elapsed on the basis of a 360-day year. Interest on all
                  Floating Rate Loans for which the basis for calculation is the
                  Prime Rate shall be calculated for actual days elapsed on the
                  basis of a 365-, or when appropriate 366-, day year. Interest
                  shall be payable for the day an Obligation is incurred but not

                                       38

<PAGE>

                  for the day of any payment on the amount paid if payment is
                  received prior to 2:00 p.m. (local time) at the place of
                  payment. If any payment of principal of or interest on a Loan
                  or any payment of any other Obligations shall become due on a
                  day which is not a Business Day, such payment shall be made on
                  the next succeeding Business Day and, in the case of a
                  principal payment, such extension of time shall be included in
                  computing interest, fees and commissions in connection with
                  such payment.

                           (ii) The Applicable Eurocurrency Margin, Applicable
                  Alternate Currency Margin, Applicable L/C Fee Percentage and
                  Applicable Facility Fee Percentage shall be determined on the
                  basis of the then applicable Leverage Ratio as described in
                  this Section 2.14(D)(ii), from time to time by reference to
                  the following table:

<TABLE>
<CAPTION>

======================= ================== ================= ================== ================== ==================
  APPLICABLE MARGIN      LEVEL I STATUS    LEVEL II STATUS   LEVEL III STATUS    LEVEL IV STATUS    LEVEL V STATUS

                          (LESS THAN OR     (GREATER THAN      (GREATER THAN      (GREATER THAN      (GREATER THAN
                        EQUAL TO 0.75 TO   0.75 TO 1.0 AND    1.25 TO 1.0 AND    1.75 TO 1.0 AND     2.25 TO 1.0 )
                              1.0)           LESS THAN OR      LESS THAN OR       LESS THAN OR
                                            EQUAL TO 1.25    EQUAL TO 1.75 TO   EQUAL TO 2.25 TO
                                               TO 1.0)             1.0)               1.0)
----------------------- ------------------ ----------------- ------------------ ------------------ ------------------
<S>                           <C>               <C>                <C>                <C>                <C>
 Eurocurrency Margin          0.60%             0.70%              0.80%              1.00%              1.20%
    and Alternate
   Currency Margin
----------------------- ------------------ ----------------- ------------------ ------------------ ------------------
  L/C Fee Percentage          0.75%             0.875%             1.00%              1.25%              1.50%
======================= ================== ================= ================== ================== ==================
     Facility Fee             0.15%             0.175%             0.20%              0.25%              0.30%
      Percentage
======================= ================== ================= ================== ================== ==================

</TABLE>

For purposes of this Section 2.14(D)(ii), the Leverage Ratio shall be calculated
as provided in Section 7.4(B). Upon receipt of the financial statements
delivered pursuant to Sections 7.1(A)(i) and (ii), as applicable, the Applicable
Eurocurrency Margin, Applicable Alternate Currency Margin, the Applicable L/C
Fee Percentage and Applicable Facility Fee Percentage shall be adjusted, such
adjustment being effective five (5) Business Days following the Administrative
Agent's receipt of such financial statements and the compliance certificate
required to be delivered in connection therewith pursuant to Section
7.1(A)(iii); provided, that if the Borrower shall not have timely delivered its
financial statements in accordance with Section 7.1(A)(i) or (ii), as
applicable, and such failure continues for five (5) days after notice from the
Administrative Agent to the Borrower, then, at the discretion of the Required

                                       39

<PAGE>

Lenders, commencing on the date upon which such financial statements should have
been delivered and continuing until five (5) days after such financial
statements are actually delivered, it shall be assumed for purposes of
determining the Applicable Floating Rate Margin, Applicable Eurocurrency Margin,
Applicable Alternate Currency Margin and Applicable Commitment Fee Percentage
that the Leverage Ratio was greater than 2.25 to 1.0 and Level V pricing shall
be applicable.

                           (iii) Notwithstanding anything herein to the contrary
                  but subject to Section 2.10, from the date of this Agreement
                  to but not including the fifth (5th) Business Day following
                  receipt of the Borrower's financial statements delivered
                  pursuant to Section 7.1(A)(i) for the fiscal quarter ending
                  December 31, 2002, the Applicable Eurocurrency Margin,
                  Applicable Alternate Currency Margin, the Applicable L/C Fee
                  Percentage and Applicable Facility Fee Percentage shall be
                  determined based upon a Leverage Ratio less than or equal to
                  2.25 to 1.0 and Level IV pricing shall be applicable unless
                  the Borrower's financial statements delivered for the fiscal
                  quarter ending September 30, 2002 (the "SEPTEMBER 2002
                  FINANCIALS") indicate a Leverage Ratio greater than 2.25 to
                  1.0, in which case Level V pricing shall be applicable and
                  shall be effective five (5) Business Days following the
                  Administrative Agent's receipt of the September 2002
                  Financials pursuant to Section 7.1(A)(iii).

                  (E) Taxes.

                           (i) Any and all payments by the Borrowers hereunder
                  (whether in respect of principal, interest, fees or otherwise
                  and including pursuant to an Alternate Currency Addendum)
                  shall be made free and clear of and without deduction for any
                  and all present or future taxes, levies, imposts, deductions,
                  charges or withholdings or any interest, penalties or
                  liabilities with respect thereto imposed by any Governmental
                  Authority including those arising after the date hereof as a
                  result of the adoption of or any change in any law, treaty,
                  rule, regulation, guideline or determination of a Governmental
                  Authority or any change in the interpretation or application
                  thereof by a Governmental Authority but excluding, in the case
                  of each Lender and the Administrative Agent, such taxes
                  (including income taxes, franchise taxes and branch profit
                  taxes) as are imposed on or measured by such Lender's or the
                  Administrative Agent's, as the case may be, net income or
                  similar taxes imposed by the United States of America or any
                  Governmental Authority of the jurisdiction under the laws of
                  which such Lender or the Administrative Agent, as the case may
                  be, is organized or maintains a Lending Installation (all such
                  non-excluded taxes, levies, imposts, deductions, charges,
                  withholdings, and liabilities which the Administrative Agent
                  or a Lender determines to be applicable to this Agreement, the
                  other Loan Documents, the Revolving Loan Commitments, the
                  Loans or the Letters of Credit being hereinafter referred to
                  as "TAXES"). If a Borrower or the Administrative Agent shall
                  be required by law to deduct or withhold any Taxes from or in
                  respect of any sum payable hereunder or under the other Loan
                  Documents to any Lender or the Administrative Agent, (i) the
                  sum payable shall be increased as may be necessary so that
                  after making all required deductions or withholdings
                  (including deductions or withholdings applicable to additional
                  sums payable under this Section 2.14(E)) such Lender or the
                  Administrative Agent (as the case may be) receives an amount
                  equal to the sum it would have received had no such deductions
                  or withholdings been made, (ii) the applicable Borrower shall
                  make such deductions or withholdings, and (iii) the applicable
                  Borrower shall pay the full amount deducted or withheld to the

                                       40

<PAGE>

                  relevant taxation authority or other authority in accordance
                  with applicable law. If any Tax, including, without
                  limitation, any withholding tax, of the United States of
                  America or any other Governmental Authority shall be or become
                  applicable (y) after the date of this Agreement, to such
                  payments by the applicable Borrower made to the Lending
                  Installation or any other office that a Lender may claim as
                  its Lending Installation, or (z) after such Lender's selection
                  and designation of any other Lending Installation, to such
                  payments made to such other Lending Installation, such Lender
                  shall use reasonable efforts to make, fund and maintain its
                  Loans through another Lending Installation of such Lender in
                  another jurisdiction so as to reduce the applicable Borrower's
                  liability hereunder, if the making, funding or maintenance of
                  such Loans through such other Lending Installation of such
                  Lender does not, in the reasonable judgment of such Lender,
                  otherwise adversely and materially affect such Loans, or
                  obligations under the Revolving Loan Commitments of such
                  Lender.

                           (ii) In addition, each Borrower agrees to pay any
                  present or future stamp or documentary taxes or any other
                  excise or property taxes, charges, or similar levies which
                  arise from any payment made hereunder, from the issuance of
                  Letters of Credit hereunder, or from the execution, delivery
                  or registration of, or otherwise with respect to, this
                  Agreement, the other Loan Documents, the Revolving Loan
                  Commitments, the Loans or the Letters of Credit (hereinafter
                  referred to as "OTHER TAXES").

                           (iii) Each Borrower indemnifies each Lender and the
                  Administrative Agent for the full amount of Taxes and Other
                  Taxes (including, without limitation, any Taxes or Other Taxes
                  imposed by any Governmental Authority on amounts payable under
                  this Section 2.14(E)) paid by such Lender or the
                  Administrative Agent (as the case may be) and any liability
                  (including penalties, interest, and expenses) arising
                  therefrom or with respect thereto, whether or not such Taxes
                  or Other Taxes were correctly or legally asserted; provided
                  that each Alternate Currency Borrower shall only be liable for
                  a maximum amount consisting of its pro-rata share of the
                  aggregate amount indemnified under this Section 2.14(E)(iii),
                  based upon its obligations. This indemnification shall be made
                  within thirty (30) days after the date such Lender or the
                  Administrative Agent (as the case may be) makes written demand
                  therefor. A certificate as to any additional amount payable to
                  any Lender or the Administrative Agent under this Section
                  2.14(E) submitted to the applicable Borrower and the
                  Administrative Agent (if a Lender is so submitting) by such
                  Lender or the Administrative Agent shall show in reasonable
                  detail the amount payable and the calculations used to
                  determine such amount and shall, absent manifest error, be
                  final, conclusive and binding upon all parties hereto. With
                  respect to such deduction or withholding for or on account of
                  any Taxes and to confirm that all such Taxes have been paid to
                  the appropriate Governmental Authorities, the applicable
                  Borrower shall promptly (and in any event not later than
                  thirty (30) days after receipt) furnish to each Lender and the
                  Administrative Agent such certificates, receipts and other
                  documents as may be required (in the judgment of such Lender
                  or the Administrative Agent) to establish any tax credit to
                  which such Lender or the Administrative Agent may be entitled.

                                       41

<PAGE>

                           (iv) Within thirty (30) days after the date of any
                  payment of Taxes or Other Taxes by any Borrower, the Borrower
                  shall furnish to the Administrative Agent the original or a
                  certified copy of a receipt evidencing payment thereof.

                           (v) Without prejudice to the survival of any other
                  agreement of the Borrowers hereunder, the agreements and
                  obligations of the Borrowers contained in this Section 2.14(E)
                  shall survive the payment in full of all Obligations
                  hereunder, the termination of the Letters of Credit and the
                  termination of this Agreement.

                           (vi) Each Lender (including any Replacement Lender or
                  Purchaser) that is not created or organized under the laws of
                  the United States of America or a political subdivision
                  thereof (each a "NON-U.S. LENDER") shall deliver to the
                  Borrower and the Administrative Agent on or before the Closing
                  Date, or, if later, the date on which such Lender becomes a
                  Lender pursuant to Section 13.3 hereof (and from time to time
                  thereafter upon the request of the Borrower or the
                  Administrative Agent, but only for so long as such Non-U.S.
                  Lender is legally entitled to do so), either (1) two (2) duly
                  completed copies of either (A) IRS Form W-8BEN, or (B) IRS
                  Form W-8ECI, or in either case an applicable successor form;
                  or (2) in the case of a Non-U.S. Lender that is not legally
                  entitled to deliver the forms listed in clause (vi)(1), (x) a
                  certificate of a duly authorized officer of such Non-U.S.
                  Lender to the effect that such Non-U.S. Lender is not (A) a
                  "bank" within the meaning of Section 881(c)(3)(A) of the Code,
                  (B) a "10 percent shareholder" of any Borrower within the
                  meaning of Section 881(c)(3)(B) of the Code, or (C) a
                  controlled foreign corporation receiving interest from a
                  related person within the meaning of Section 881(c)(3)(C) of
                  the Code (such certificate, an "EXEMPTION CERTIFICATE") and
                  (y) two (2) duly completed copies of IRS Form W-8BEN or
                  applicable successor form. Each such Lender further agrees to
                  deliver to the Borrower and the Administrative Agent from time
                  to time a true and accurate certificate executed in duplicate
                  by a duly authorized officer of such Lender in a form
                  satisfactory to the Borrower and the Administrative Agent,
                  before or promptly upon the occurrence of any event requiring
                  a change in the most recent certificate previously delivered
                  by it to the Borrower and the Administrative Agent pursuant to
                  this Section 2.14(E)(vi). Further, each Lender which delivers
                  a form or certificate pursuant to this clause (vi) covenants
                  and agrees to deliver to the Borrower and the Administrative
                  Agent within fifteen (15) days prior to the expiration of such
                  form, for so long as this Agreement is still in effect,
                  another such certificate and/or two (2) accurate and complete
                  original newly-signed copies of the applicable form (or any
                  successor form or forms required under the Code or the
                  applicable regulations promulgated thereunder).

                           Each Lender shall promptly furnish to the Borrower
                  and the Administrative Agent such additional documents as may
                  be reasonably required by the Borrower or the Administrative
                  Agent to establish any exemption from or reduction of any
                  Taxes or Other Taxes required to be deducted or withheld and
                  which may be obtained without undue expense to such Lender.
                  Notwithstanding any other provision of this Section 2.14(E),
                  no Borrower shall be obligated to gross up any payments to any
                  Lender pursuant to Section 2.14(E)(i), or to indemnify any
                  Lender pursuant to Section 2.14(E)(iii), in respect of United
                  States federal withholding taxes to the extent imposed as a
                  result of (x) the failure of such Lender to deliver to the
                  Borrower the form or forms and/or an Exemption Certificate, as

                                       42

<PAGE>

                  applicable to such Lender, pursuant to Section 2.14(E)(vi),
                  (y) such form or forms and/or Exemption Certificate not
                  establishing a complete exemption from U.S. federal
                  withholding tax or the information or certifications made
                  therein by the Lender being untrue or inaccurate on the date
                  delivered in any material respect, or (z) the Lender
                  designating a successor Lending Installation at which it
                  maintains its Loans which has the effect of causing such
                  Lender to become obligated for tax payments in excess of those
                  in effect immediately prior to such designation; provided,
                  however, that the applicable Borrower shall be obligated to
                  gross up any payments to any such Lender pursuant to Section
                  2.14(E)(i), and to indemnify any such Lender pursuant to
                  Section 2.14(E)(iii), in respect of United States federal
                  withholding taxes if (x) any such failure to deliver a form or
                  forms or an Exemption Certificate or the failure of such form
                  or forms or exemption certificate to establish a complete
                  exemption from U.S. federal withholding tax or inaccuracy or
                  untruth contained therein resulted from a change in any
                  applicable statute, treaty, regulation or other applicable law
                  or any interpretation of any of the foregoing occurring after
                  the date such Lender became a party hereto, which change
                  rendered such Lender no longer legally entitled to deliver
                  such form or forms or Exemption Certificate or otherwise
                  ineligible for a complete exemption from U.S. federal
                  withholding tax, or rendered the information or the
                  certifications made in such form or forms or Exemption
                  Certificate untrue or inaccurate in any material respect, (ii)
                  the redesignation of the Lender's Lending Installation was
                  made at the request of the Borrower or (iii) the obligation to
                  gross up payments to any such Lender pursuant to Section
                  2.14(E)(i), or to indemnify any such Lender pursuant to
                  Section 2.14(E)(iii), is with respect to a Purchaser that
                  becomes a Purchaser as a result of an assignment made at the
                  request of the Borrower.

                           (vii) Upon the request, and at the expense of the
                  Borrowers, each Lender to which any Borrower is required to
                  pay any additional amount pursuant to this Section 2.14(E),
                  shall reasonably afford the applicable Borrower the
                  opportunity to contest, and shall reasonably cooperate with
                  the applicable Borrower in contesting, the imposition of any
                  Tax giving rise to such payment; provided, that (i) such
                  Lender shall not be required to afford the applicable Borrower
                  the opportunity to so contest unless such Borrower shall have
                  confirmed in writing to such Lender its obligation to pay such
                  amounts pursuant to this Agreement; and (ii) the Borrowers
                  shall reimburse such Lender for its attorneys' and
                  accountants' fees and disbursements incurred in so cooperating
                  with such Borrower in contesting the imposition of such Tax;
                  provided, however, that notwithstanding the foregoing, no
                  Lender shall be required to afford any Borrower the
                  opportunity to contest, or cooperate with any Borrower in
                  contesting, the imposition of any Taxes, if such Lender in
                  good faith determines that to do so would have an adverse
                  effect on it.

         2.15. Notification of Advances, Interest Rates, Prepayments and
Aggregate Revolving Loan Commitment Reductions. Promptly after receipt thereof,
the Administrative Agent will notify each Lender of the contents of each
Aggregate Revolving Loan Commitment reduction notice, Borrowing/Election Notice,
and repayment notice received by it hereunder. The Administrative Agent will
notify each Lender of the interest rate and Agreed Currency applicable to each
Eurocurrency Rate Loan promptly upon determination of such interest rate and
Agreed Currency and will give each Lender prompt notice of each change in the
Alternate Base Rate.

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<PAGE>

         2.16. Lending Installations. Each Lender may book its Loans or Letters
of Credit at any Lending Installation selected by such Lender and may change its
Lending Installation from time to time. All terms of this Agreement shall apply
to any such Lending Installation. Each Lender may, by written or facsimile
notice to the Administrative Agent and the Borrower, designate a Lending
Installation through which Loans will be made by it and for whose account Loan
payments and/or payments of L/C Obligations are to be made.

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

         2.18. Termination Date. This Agreement shall be effective until the
Termination Date. Notwithstanding the termination of this Agreement, until (A)
all of the Obligations (other than contingent indemnity obligations) shall have
been fully and indefeasibly paid and satisfied in cash, (B) all financing
arrangements among the Borrowers and the Lenders shall have been terminated and
(C) all of the Letters of Credit shall have expired, been canceled, terminated
or cash collateralized in accordance with Section 3.11, all of the rights and
remedies under this Agreement and the other Loan Documents shall survive.

         2.19. Replacement of Certain Lenders. In the event a Lender ("AFFECTED
LENDER") shall have: (i) failed to fund its Pro Rata Share of any Advance
requested by a Borrower, or to fund a Revolving Loan in order to repay Swing
Line Loans pursuant to Section 2.2(D), or to make payment in respect of any
Alternate Currency Loan purchased by such Lender pursuant to Section 2.20(E),
which such Lender is obligated to fund under the terms of this Agreement and
which failure has not been cured, (ii) requested compensation from a Borrower
under Sections 2.14(E), 4.1 or 4.2 to recover Taxes, Other Taxes or other
additional costs incurred by such Lender which are not being incurred generally
by the other Lenders except as provided under any applicable Alternate Currency
Addendum, (iii) delivered a notice pursuant to Section 4.3 claiming that such
Lender is unable to extend Eurocurrency Rate Loans to the Borrower for reasons
not generally applicable to the other Lenders, (iv) has invoked Section 10.2, or
(v) has failed to consent to a waiver or amendment hereto which has otherwise
been consented to by the Required Lenders, then, in any such case, the Borrower
or the Administrative Agent may make written demand on such Affected Lender
(with a copy to the Administrative Agent in the case of a demand by the Borrower
and a copy to the Borrower in the case of a demand by the Administrative Agent)
for the Affected Lender to assign, and such Affected Lender shall use

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commercially reasonable efforts to assign pursuant to one or more duly executed
Assignment Agreements five (5) Business Days after the date of such demand, to
one or more financial institutions that comply with the provisions of Section
13.3(A) which the Borrower or the Administrative Agent, as the case may be,
shall have engaged for such purpose ("REPLACEMENT LENDER"), all of such Affected
Lender's rights and obligations under this Agreement and the other Loan
Documents (including, without limitation, its Revolving Loan Commitment, all
Loans owing to it, all of its participation interests in existing Letters of
Credit, and its obligation to participate in additional Letters of Credit and
Swing Line Loans and Alternate Currency Loans hereunder) in accordance with
Section 13.3. The Administrative Agent agrees, upon the occurrence of such
events with respect to an Affected Lender and upon the written request of the
Borrower, to use its reasonable efforts to obtain the commitments from one or
more financial institutions to act as a Replacement Lender. The Administrative
Agent is authorized to execute one or more of such assignment agreements as
attorney-in-fact for any Affected Lender failing to execute and deliver the same
within five (5) Business Days after the date of such demand. Further, with
respect to such assignment the Affected Lender shall have concurrently received,
in cash, all amounts due and owing to the Affected Lender hereunder or under any
other Loan Document, including, without limitation, the aggregate outstanding
principal amount of the Loans owed to such Lender, together with accrued
interest thereon through the date of such assignment, amounts payable under
Sections 2.14(E), 4.1, and 4.2 with respect to such Affected Lender and
compensation payable under Section 2.14(C) in the event of any replacement of
any Affected Lender under clause (ii) or clause (iii) of this Section 2.19;
provided that upon such Affected Lender's replacement, such Affected Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.14(E), 4.1, 4.2, 4.4, and 10.7, as well as to any fees
accrued for its account hereunder and not yet paid, and shall continue to be
obligated under Section 11.8 for such amounts, obligations and liabilities as
are due and payable up to and including (but not after) the date such Affected
Lender is replaced pursuant hereto. Upon the replacement of any Affected Lender
pursuant to this Section 2.19, the provisions of Section 9.2 shall continue to
apply with respect to Loans which are then outstanding with respect to which the
Affected Lender failed to fund its Pro Rata Share and which failure has not been
cured.

         2.20. Alternate Currency Loans.

                  (A) Making of Alternate Currency Loans. Upon the satisfaction
         of the conditions precedent set forth in Article V hereof and set forth
         in the applicable Alternate Currency Addendum, from and including the
         later of the date of this Agreement and the date of execution of the
         applicable Alternate Currency Addendum and prior to Termination Date
         (unless an earlier termination date shall be specified in or pursuant
         to the applicable Alternate Currency Addendum), each Alternate Currency
         Bank agrees, on the terms and conditions set forth in this Agreement
         and in the applicable Alternate Currency Addendum, to make Alternate
         Currency Loans under such Alternate Currency Addendum to the applicable
         Alternate Currency Borrower party to such Alternate Currency Addendum
         from time to time in the applicable Alternate Currency, in an amount
         not to exceed each such Alternate Currency Bank's applicable Alternate
         Currency Commitment; provided, however, at no time shall (i) the Dollar
         Amount of the outstanding principal amount of any specific Alternate
         Currency Loan exceed the Alternate Currency Commitment set forth in the
         applicable Alternate Currency Addendum, other than as a result of
         currency fluctuations and then only to the extent permitted in Section
         2.4(B)(ii) and (ii) the Dollar Amount of the Revolving Credit
         Obligations exceed the Aggregate Revolving Loan Commitment. Subject to

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<PAGE>

         the terms of this Agreement and the applicable Alternate Currency
         Addendum, the applicable Alternate Currency Borrowers may borrow, repay
         and reborrow Alternate Currency Loans at any time prior to the
         Termination Date (unless an earlier termination date shall be specified
         in or pursuant to the applicable Alternate Currency Addendum). On the
         Termination Date (unless an earlier termination date shall be specified
         in or pursuant to the applicable Alternate Currency Addendum), the
         outstanding principal balance of the Alternate Currency Loans shall be
         paid in full by the applicable Alternate Currency Borrower and prior to
         Termination Date (unless an earlier termination date shall be specified
         in or pursuant to the applicable Alternate Currency Addendum),
         prepayments of the Alternate Currency Loans shall be made by the
         applicable Alternate Currency Borrower if and to the extent required in
         Section 2.4(B)(ii).

                  (B) Borrowing Notice. When the applicable Alternate Currency
         Borrower desires to borrow under this Section 2.20, the applicable
         Alternate Currency Borrower shall deliver to the applicable Alternate
         Currency Bank and the Administrative Agent a Borrowing/Election Notice,
         signed by it, as provided in Section 2.7 specifying that the Alternate
         Currency Borrower is requesting an Alternate Currency Loan pursuant to
         this Section 2.20. Any Borrowing/Election Notice given pursuant to this
         Section 2.20 shall be irrevocable.

                  (C) Termination. Except as otherwise required by applicable
         law, in no event shall an Alternate Currency Bank have the right to
         accelerate the Alternate Currency Loans outstanding under any Alternate
         Currency Addendum or to terminate its commitments (if any) thereunder
         to make Alternate Currency Loans prior to the stated termination date
         in respect thereof, except that such Alternate Currency Bank shall have
         such rights upon an acceleration of the Loans and a termination of the
         Revolving Credit Commitments pursuant to Article IX.

                  (D) Statements. Each Alternate Currency Bank shall furnish to
         the Administrative Agent not less frequently than monthly, and at any
         other time at the reasonable request of the Administrative Agent, a
         statement setting forth the outstanding Alternate Currency Loans made
         and repaid during the period since the last such report under such
         Alternate Currency Addendum.

                  (E) Risk Participation. Unless a Lender shall have notified
         the Alternate Currency Bank, prior to its making of any Alternate
         Currency Loan, that any applicable condition precedent set forth in
         Sections 5.1, 5.2 or 5.3, as applicable, had not then been satisfied,
         immediately upon the making of any Alternate Currency Loan by the
         applicable Alternate Currency Bank, each Lender with a Pro Rata Share
         shall be deemed to have automatically, irrevocably and unconditionally
         purchased and received from such Alternate Currency Bank an undivided
         interest and participation in and to such Alternate Currency Loan in an
         amount equal to the Dollar Amount of such Alternate Currency Loan
         multiplied by such Lender's Pro Rata Share. In addition, immediately
         and automatically upon the occurrence of a Default under Sections
         8.1(A), (F) or (G), all Alternate Currency Loans shall be converted to
         and redenominated in Dollars equal to the Dollar Amount of each such
         Alternate Currency Loan determined as of the date of such conversion;
         provided, that to the extent such conversion shall occur other than at
         the end of an Interest Period, the applicable Borrower shall pay to the
         applicable Alternate Currency Bank, all losses and breakage costs
         related thereto in accordance with Section 4.4 and each of the Lenders
         shall pay to the applicable Alternate Currency Bank not later than two
         (2) Business Days following a request for payment from such Alternate

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<PAGE>

         Currency Bank, in Dollars, an amount equal to the undivided interest in
         and participation in the Alternate Currency Loan purchased by such
         Lender pursuant to this Section 2.20(E). In the event that any Lender
         fails to make payment to the applicable Alternate Currency Bank of any
         amount due under this Section 2.20(E), the Administrative Agent shall
         be entitled to receive, retain and apply against such obligation the
         principal and interest otherwise payable to such Lender hereunder until
         the Administrative Agent receives from such Lender an amount sufficient
         to discharge such Lender's payment obligation as prescribed in this
         Section 2.20(E) together with interest thereon at the Federal Funds
         Effective Rate for each day during the period commencing on the date of
         demand by the applicable Alternate Currency Bank and ending on the date
         such obligation is fully satisfied. The Administrative Agent will
         promptly remit all payments received as provided above to the Alternate
         Currency Bank.

                  (F) Other Provisions Applicable to Alternate Currency Loans.
         The specification of payment of Alternate Currency Loans in the related
         Alternate Currency at a specific place pursuant to this Agreement is of
         the essence. Such Alternate Currency shall be the currency of account
         and payment of such Loans under this Agreement and the applicable
         Alternate Currency Addendum. Notwithstanding anything in this
         Agreement, the obligation of the applicable Alternate Currency Borrower
         in respect of such Loans shall not be discharged by an amount paid in
         any other currency or at another place, whether pursuant to a judgment
         or otherwise, to the extent the amount so paid, on prompt conversion
         into the applicable Alternate Currency and transfer to such Lender
         under normal banking procedure, does not yield the amount of such
         Alternate Currency due under this Agreement and the applicable
         Alternate Currency Addendum. In the event that any payment, whether
         pursuant to a judgment or otherwise, upon conversion and transfer, does
         not result in payment of the amount of such Alternate Currency due
         under this Agreement or the applicable Alternate Currency Addendum,
         such Lender shall have an independent cause of action against each of
         the Borrowers for the currency deficit.

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

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<PAGE>

the case may be, in the specified currency and (b) any amounts shared with other
Lenders as a result of allocations of such excess as a disproportionate payment
to such Lender under Section 12.2, such Lender or the Administrative Agent, as
the case may be, agrees to remit such excess to such Borrower.

         2.22. Market Disruption; Denomination of Amounts in Dollars; Dollar
Equivalent of Reimbursement Obligations.

                  (A) Market Disruption. Notwithstanding the satisfaction of all
         conditions referred to in this Article II with respect to any Advance
         in any Agreed Currency other than Dollars or any Alternate Currency, as
         applicable, if there shall occur on or prior to the date of such
         Advance any change in national or international financial, political or
         economic conditions or currency exchange rates or exchange controls
         which would in the reasonable opinion of the Borrower, any Alternate
         Currency Borrower, any Alternate Currency Bank, the Administrative
         Agent or the Required Lenders make it impracticable for the
         Eurocurrency Rate Loans or Alternate Currency Loans comprising such
         Advance to be denominated in the Agreed Currency or Alternate Currency,
         as applicable, specified by the applicable Borrower, then the
         Administrative Agent shall forthwith give notice thereof to such
         Borrower, such Alternate Currency Bank and the Lenders, or the
         applicable Borrower shall give notice to the Administrative Agent, such
         Alternate Currency Bank and the Lenders, as the case may be, and such
         Eurocurrency Rate Loans or Alternate Currency Loans shall not be
         denominated in such currency but shall be made on such Borrowing Date
         in Dollars, in an aggregate principal amount equal to the Dollar Amount
         of the aggregate principal amount specified in the related Borrowing
         Notice, as Floating Rate Loans, unless the applicable Borrower notifies
         the Administrative Agent at least one (1) Business Day before such date
         that (i) it elects not to borrow on such date or (ii) it elects to
         borrow on such date in a different Agreed Currency or Alternate
         Currency, as the case may be, in which the denomination of such Loans
         would in the opinion of the Administrative Agent, the applicable
         Alternate Currency Bank, if applicable, and the Required Lenders be
         practicable and in an aggregate principal amount equal to the Dollar
         Amount of the aggregate principal amount specified in the related
         Borrowing Notice.

                  (B) Calculation of Amounts. Except as set forth below, all
         amounts referenced in this Article II shall be calculated using the
         Dollar Amount determined based upon the Equivalent Amount in effect as
         of the date of any determination thereof; provided, however, that to
         the extent any Borrower shall be obligated hereunder to pay in Dollars
         any Advance denominated in a currency other than Dollars, such amount
         shall be paid in Dollars using the Dollar Amount of the Advance
         (calculated based upon the Equivalent Amount in effect on the date of
         payment thereof) and in the event that the Borrower does not reimburse
         the Administrative Agent and the Lenders are required to fund a
         purchase of a participation in such Advance, such purchase shall be
         made in Dollars in an amount equal to the Dollar Amount of such Advance
         (calculated based upon the Equivalent Amount in effect on the date of
         payment thereof). Notwithstanding anything herein to the contrary, the
         full risk of currency fluctuations shall be borne by the Borrowers and
         the Borrowers agree to indemnify and hold harmless each Issuing Bank,
         the Alternate Currency Banks, the Administrative Agent and the Lenders
         from and against any loss resulting from any borrowing denominated in a
         currency other than in Dollars and for which the Lenders are not
         reimbursed on the day of such borrowing as it relates to each
         Borrower's respective obligations.

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<PAGE>

         2.23. Additional Alternate Currency Borrowers. The Borrower may at any
time or from time to time, with the consent of the Administrative Agent add as a
party to this Agreement any Subsidiary to be an Alternate Currency Borrower
hereunder by the execution and delivery to the Administrative Agent and the
Lenders of (a) a duly completed Assumption Letter by such Subsidiary, with the
written consent of the Borrower at the foot thereof and (b) such other guaranty
and subordinated intercompany indebtedness documents as may be reasonably
required by the Administrative Agent and the Required Lenders, such documents
with respect to any additional Subsidiaries to be substantially similar in form
and substance to the Loan Documents executed on or about the date hereof by the
Subsidiaries parties hereto as of the Closing Date. Upon such execution,
delivery and consent, such Subsidiary shall for all purposes be a party hereto
as an Alternate Currency Borrower as fully as if it had executed and delivered
this Agreement. So long as the principal of and interest on any Advances made to
any Alternate Currency Borrower under this Agreement shall have been repaid or
paid in full and all other obligations of such Alternate Currency Borrower under
this Agreement shall have been fully performed, the Borrower may, by not less
than five (5) Business Days' prior notice to the Administrative Agent (which
shall promptly notify the Lenders thereof), terminate such Subsidiary's status
as an "Alternate Currency Borrower".



                                       49


<PAGE>

                   ARTICLE III: THE LETTER OF CREDIT FACILITY

         3.1. Obligation to Issue Letters of Credit. Subject to the terms and
conditions of this Agreement and in reliance upon the representations,
warranties and covenants of the Borrower herein set forth, each Issuing Bank
hereby agrees to issue for the account of the Borrower through such Issuing
Bank's branches as it and the Borrower may jointly agree, one or more Letters of
Credit denominated in Dollars or an Agreed Currency in accordance with this
Article III, from time to time during the period, commencing on the Closing Date
and ending on the Business Day prior to the Termination Date.

         3.2. Transitional Letters of Credit. Schedule 3.2 contains a schedule
of certain letters of credit issued for the account of the Borrower prior to the
Closing Date. Subject to the satisfaction of the conditions contained in
Sections 5.1 and 5.2, from and after the Closing Date such letters of credit
shall be deemed to be Letters of Credit issued pursuant to this Article III.

         3.3. Types and Amounts. No Issuing Bank shall have any obligation to
and no Issuing Bank shall:

                  (A) issue (or amend) any Letter of Credit if on the date of
         issuance (or amendment), before or after giving effect to the Letter of
         Credit requested hereunder, (i) the Dollar Amount of the Revolving
         Credit Obligations at such time would exceed the Aggregate Revolving
         Loan Commitment at such time, or (ii) the aggregate outstanding Dollar
         Amount of the L/C Obligations would exceed $15,000,000; or

                  (B) issue (or amend) any Letter of Credit which has an
         expiration date later than the date which is the earlier of (x) one (1)
         year after the date of issuance thereof or (y) five (5) Business Days
         immediately preceding the Termination Date; provided, that any Letter
         of Credit with a one-year term may provide for the renewal thereof for
         additional one-year periods (which in no event shall extend beyond the
         date referred to in clause (y) above.

         3.4. Conditions. In addition to being subject to the satisfaction of
the conditions contained in Sections 5.1, 5.2 and 5.3, the obligation of an
Issuing Bank to issue any Letter of Credit is subject to the satisfaction in
full of the following conditions:

                  (A) the Borrower shall have delivered to the applicable
         Issuing Bank (and, if the Issuing Bank is a Lender other than Bank One,
         with a copy to the Administrative Agent) at such times and in such
         manner as such Issuing Bank may reasonably prescribe, a request for
         issuance of such Letter of Credit in substantially the form of Exhibit
         C hereto (each such request a "REQUEST FOR LETTER OF CREDIT"), duly
         executed applications for such Letter of Credit, and such other
         documents, instructions and agreements as may be required pursuant to
         the terms thereof (all such applications, documents, instructions, and
         agreements being referred to herein as the "L/C DOCUMENTS"), and the
         proposed Letter of Credit shall be reasonably satisfactory to such
         Issuing Bank as to form and content; and

                  (B) as of the date of issuance no order, judgment or decree of
         any court, arbitrator or Governmental Authority shall purport by its
         terms to enjoin or restrain the applicable Issuing Bank from issuing

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<PAGE>

         such Letter of Credit and no law, rule or regulation applicable to such
         Issuing Bank and no request or directive (whether or not having the
         force of law) from a Governmental Authority with jurisdiction over such
         Issuing Bank shall prohibit or request that such Issuing Bank refrain
         from the issuance of Letters of Credit generally or the issuance of
         that Letter of Credit.

         3.5. Procedure for Issuance of Letters of Credit.

                  (A) Subject to the terms and conditions of this Article III
         and provided that the applicable conditions set forth in Sections 5.1,
         5.2 and 5.3 hereof have been satisfied, the applicable Issuing Bank
         shall, on the requested date, issue a Letter of Credit on behalf of the
         Borrower in accordance with such Issuing Bank's usual and customary
         business practices and, in this connection, such Issuing Bank may
         assume that the applicable conditions set forth in Section 5.2 hereof
         have been satisfied unless it shall have received notice to the
         contrary from the Administrative Agent or a Lender or has knowledge
         that the applicable conditions have not been met.

                  (B) The applicable Issuing Bank shall give the Administrative
         Agent written or telex notice, or telephonic notice confirmed promptly
         thereafter in writing, of the issuance of a Letter of Credit; provided,
         however, that the failure to provide such notice shall not result in
         any liability on the part of such Issuing Bank.

                  (C) No Issuing Bank shall extend or amend any Letter of Credit
         unless the requirements of this Section 3.5 are met as though a new
         Letter of Credit was being requested and issued.

         3.6. Letter of Credit Participation. On the date of this Agreement with
respect to the Letters of Credit identified on Schedule 3.2 and immediately upon
the issuance of each Letter of Credit hereunder, each Lender with a Pro Rata
Share shall be deemed to have automatically, irrevocably and unconditionally
purchased and received from the applicable Issuing Bank an undivided interest
and participation in and to such Letter of Credit, the obligations of the
Borrower in respect thereof, and the liability of such Issuing Bank thereunder
(collectively, an "L/C INTEREST") in an amount equal to the Dollar Amount
available for drawing under such Letter of Credit multiplied by such Lender's
Pro Rata Share. Each Issuing Bank will notify each Lender promptly upon
presentation to it of an L/C Draft or upon any other draw under a Letter of
Credit. On or before the Business Day on which an Issuing Bank makes payment of
each such L/C Draft or, in the case of any other draw on a Letter of Credit, on
demand by the Administrative Agent or the applicable Issuing Bank, each Lender
shall make payment to the Administrative Agent, for the account of the
applicable Issuing Bank, in immediately available funds in the Agreed Currency
in an amount equal to such Lender's Pro Rata Share of the Dollar Amount of such
payment or draw. The obligation of each Lender to reimburse the Issuing Banks
under this Section 3.6 shall be unconditional, continuing, irrevocable and
absolute. In the event that any Lender fails to make payment to the
Administrative Agent of any amount due under this Section 3.6, the
Administrative Agent shall be entitled to receive, retain and apply against such
obligation the principal and interest otherwise payable to such Lender hereunder
until the Administrative Agent receives such payment from such Lender or such
obligation is otherwise fully satisfied; provided, however, that nothing
contained in this sentence shall relieve such Lender of its obligation to

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<PAGE>

reimburse the applicable Issuing Bank for such amount in accordance with this
Section 3.6.

         3.7. Reimbursement Obligation. The Borrower agrees unconditionally,
irrevocably and absolutely to pay immediately to the Administrative Agent, for
the account of the Lenders, the amount of each advance drawn under or pursuant
to a Letter of Credit or an L/C Draft related thereto (such obligation of the
Borrower to reimburse the Administrative Agent for an advance made under a
Letter of Credit or L/C Draft being hereinafter referred to as a "REIMBURSEMENT
OBLIGATION" with respect to such Letter of Credit or L/C Draft), each such
reimbursement to be made by the Borrower no later than the Business Day on which
the applicable Issuing Bank makes payment of each such L/C Draft or, if the
Borrower shall have received notice of a Reimbursement Obligation later than
12:00 p.m. (Louisville time), on any Business Day or on a day which is not a
Business Day, no later than 12:00 p.m. (Louisville time), on the immediately
following Business Day or, in the case of any other draw on a Letter of Credit,
the date specified in the demand of such Issuing Bank. If the Borrower at any
time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, the
Borrower shall be deemed to have elected to borrow Revolving Loans from the
Lenders, as of the date of the advance giving rise to the Reimbursement
Obligation, equal in amount to the Dollar Amount of the unpaid Reimbursement
Obligation. Such Revolving Loans shall be made as of the date of the payment
giving rise to such Reimbursement Obligation, automatically, without notice and
without any requirement to satisfy the conditions precedent otherwise applicable
to an Advance of Revolving Loans. Such Revolving Loans shall constitute a
Floating Rate Advance, the proceeds of which Advance shall be used to repay such
Reimbursement Obligation. If, for any reason, the Borrower fails to repay a
Reimbursement Obligation on the day such Reimbursement Obligation arises and,
for any reason, the Lenders are unable to make or have no obligation to make
Revolving Loans, then such Reimbursement Obligation shall bear interest from and
after such day, until paid in full, at the interest rate applicable to a
Floating Rate Advance plus two percent (2.0%) per annum.

         3.8. Letter of Credit Fees. The Borrower agrees to pay:

                  (A) quarterly, in arrears, to the Administrative Agent for the
         ratable benefit of the Lenders, except as set forth in Section 9.2, a
         letter of credit fee at a rate per annum equal to the Applicable L/C
         Fee Percentage on the average daily outstanding Dollar Amount available
         for drawing under each standby Letter of Credit;

                  (B) quarterly, in arrears, to the applicable Issuing Bank, a
         letter of credit fronting fee equal to 0.125% per annum on the average
         daily outstanding face amount available for drawing under each standby
         Letter of Credit issued by such Issuing Bank; and

                  (C) to the applicable Issuing Bank, all customary fees and
         other issuance, amendment, cancellation, document examination,
         negotiation, transfer and presentment expenses and related charges in
         connection with the issuance, amendment, cancellation, presentation of
         L/C Drafts, negotiation, transfer and the like customarily charged by
         such Issuing Banks with respect to standby and commercial Letters of
         Credit, including, without limitation, standard commissions with
         respect to commercial Letters of Credit, payable at the time of invoice
         of such amounts.

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         3.9. Issuing Bank Reporting Requirements. In addition to the notices
required by Section 3.5(B), each Issuing Bank shall, no later than the tenth
(10th) Business Day following the last day of each month, provide to the
Administrative Agent, upon the Administrative Agent's request, schedules, in
form and substance reasonably satisfactory to the Administrative Agent, showing
the date of issue, account party, Agreed Currency and amount in such Agreed
Currency, expiration date and the reference number of each Letter of Credit
issued by it outstanding at any time during such month and the aggregate amount
payable by the Borrower during such month. In addition, upon the request of the
Administrative Agent, each Issuing Bank shall furnish to the Administrative
Agent copies of any Letter of Credit and any application for or reimbursement
agreement with respect to a Letter of Credit to which the Issuing Bank is party
and such other documentation as may reasonably be requested by the
Administrative Agent. Upon the request of any Lender, the Administrative Agent
will provide to such Lender information concerning such Letters of Credit.

         3.10. Indemnification; Exoneration.

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

                  (B) As among the Borrower, the Lenders, the Administrative
         Agent and the Issuing Banks, the Borrower assumes all risks of the acts
         and omissions of, or misuse of such Letter of Credit by, the
         beneficiary of any Letters of Credit. In furtherance and not in
         limitation of the foregoing, subject to the provisions of the Letter of
         Credit applications and Letter of Credit reimbursement agreements
         executed by the Borrower at the time of request for any Letter of
         Credit, neither the Administrative Agent, any Issuing Bank nor any
         Lender shall be responsible (in the absence of gross negligence or
         willful misconduct in connection therewith, as determined by the final
         judgment of a court of competent jurisdiction): (i) for the form,
         validity, sufficiency, accuracy, genuineness or legal effect of any
         document submitted by any party in connection with the application for
         and issuance of the Letters of Credit, even if it should in fact prove
         to be in any or all respects invalid, insufficient, inaccurate,
         fraudulent or forged; (ii) for the validity or sufficiency of any
         instrument transferring or assigning or purporting to transfer or
         assign a Letter of Credit or the rights or benefits thereunder or
         proceeds thereof, in whole or in part, which may prove to be invalid or
         ineffective for any reason; (iii) for failure of the beneficiary of a
         Letter of Credit to comply duly with conditions required in order to
         draw upon such Letter of Credit; (iv) for errors, omissions,
         interruptions or delays in transmission or delivery of any messages, by
         mail, cable, telegraph, telex, or other similar form of
         teletransmission or otherwise; (v) for errors in interpretation of
         technical trade terms; (vi) for any loss or delay in the transmission
         or otherwise of any document required in order to make a drawing under
         any Letter of Credit or of the proceeds thereof; (vii) for the
         misapplication by the beneficiary of a Letter of Credit of the proceeds

                                       53

<PAGE>

         of any drawing under such Letter of Credit; and (viii) for any
         consequences arising from causes beyond the control of the
         Administrative Agent, the Issuing Banks and the Lenders, including,
         without limitation, any Governmental Acts. None of the above shall
         affect, impair, or prevent the vesting of any Issuing Bank's rights or
         powers under this Section 3.10.

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

                  (D) Without prejudice to the survival of any other agreement
         of the Borrower hereunder, the agreements and obligations of the
         Borrower contained in this Section 3.10 shall survive the payment in
         full of principal and interest hereunder, the termination of the
         Letters of Credit and the termination of this Agreement.

         3.11. Cash Collateral. Notwithstanding anything to the contrary herein
or in any application for a Letter of Credit, following the occurrence and
during the continuance of a Default or upon payout or termination of this
Agreement in full in cash, the Borrower shall, on the Business Day that it
receives Administrative Agent's demand, deliver to the Administrative Agent for
the benefit of the Lenders and the Issuing Banks, cash, or other collateral of a
type satisfactory to the Required Lenders, having a value, as determined by such
Lenders, equal to one hundred five percent (105%) of the aggregate Dollar Amount
of the outstanding L/C Obligations. Any such collateral shall be held by the
Administrative Agent in a separate account appropriately designated as a cash
collateral account in relation to this Agreement and the Letters of Credit and
retained by the Administrative Agent for the benefit of the Lenders and the
Issuing Banks as collateral security for the Borrower's obligations in respect
of this Agreement and each of the Letters of Credit. Such amounts shall be
applied to reimburse the Issuing Banks for drawings or payments under or
pursuant to Letters of Credit, or if no such reimbursement is required, to
payment of such of the other Obligations as the Administrative Agent shall
determine. If no Default shall be continuing, amounts remaining in any cash
collateral account established pursuant to this Section 3.11 which are not to be
applied to reimburse an Issuing Bank for amounts actually paid or to be paid by
such Issuing Bank in respect of a Letter of Credit, shall be returned to the
Borrower within one (1) Business Day (after deduction of the Administrative
Agent's expenses incurred in connection with such cash collateral account).

                      ARTICLE IV: CHANGE IN CIRCUMSTANCES

         4.1. Yield Protection. If any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive (whether or
not having the force of law) adopted after the date the relevant Lender became a
party to this Agreement and having general applicability to all banks within the
jurisdiction in which such Lender operates (excluding, for the avoidance of
doubt, the effect of and phasing in of capital requirements or other regulations
or guidelines passed prior to the date of this Agreement), or any interpretation
or application thereof by any Governmental Authority charged with the

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<PAGE>

interpretation or application thereof, or the compliance of any Lender
therewith,

                  (A) subjects any Lender or any applicable Lending Installation
         to any tax, duty, charge or withholding on or from payments due from
         any Borrower (excluding taxation of the overall net income of any
         Lender or taxation of a similar basis, which are governed by Section
         2.14(E), and excluding any other taxes for which such Lender has been
         reimbursed by the Borrower), or changes the basis of taxation of
         payments to any Lender in respect of its Revolving Loan Commitment,
         Loans, its L/C Interests, the Letters of Credit or other amounts due it
         hereunder, or

                  (B) imposes or increases or deems applicable any reserve,
         assessment, insurance charge, special deposit or similar requirement
         against assets of, deposits with or for the account of, or credit
         extended by, any Lender or any applicable Lending Installation (other
         than reserves and assessments taken into account in determining the
         interest rate applicable to Eurocurrency Rate Loans) with respect to
         its Revolving Loan Commitment, Loans, L/C Interests or the Letters of
         Credit, or

                  (C) imposes any other condition the result of which is to
         increase the cost to any Lender or any applicable Lending Installation
         of making, funding or maintaining its Revolving Loan Commitment, the
         Loans, the L/C Interests or the Letters of Credit or reduces any amount
         receivable by any Lender or any applicable Lending Installation in
         connection with Loans or Letters of Credit, or requires any Lender or
         any applicable Lending Installation to make any payment calculated by
         reference to the amount of its Revolving Loan Commitment, Loans or the
         L/C Interests held or interest received by it or by reference to the
         Letters of Credit, by an amount deemed material by such Lender;

and the result of any of the foregoing is to increase the cost to that Lender of
making, renewing or maintaining its Revolving Loan Commitment, Loans, L/C
Interests, or Letters of Credit or to reduce any amount received under this
Agreement, then, within fifteen (15) days after receipt by the applicable
Borrower of written demand by such Lender pursuant to Section 4.5, the
applicable Borrower shall pay such Lender that portion of such increased expense
incurred or reduction in an amount received which such Lender determines is
attributable to making, funding and maintaining its Loans, L/C Interests,
Letters of Credit and its Revolving Loan Commitment.

         4.2. Changes in Capital Adequacy Regulations. If a Lender determines
(i) the amount of capital required or expected to be maintained by such Lender,
any Lending Installation of such Lender or any corporation controlling such
Lender is increased as a result of a "Change" (as defined below), and (ii) such
increase in capital will result in an increase in the cost to such Lender of
maintaining its Revolving Loan Commitment, Loans, L/C Interests, the Letters of
Credit or its obligation to make Loans hereunder, then, within fifteen (15) days
after receipt by the applicable Borrower of written demand by such Lender
pursuant to Section 4.5, the applicable Borrower shall pay such Lender the
amount necessary to compensate for any shortfall in the rate of return on the
portion of such increased capital which such Lender determines is attributable
to this Agreement, its Loans, its L/C Interests, the Letters of Credit or its
obligation to make Loans hereunder (after taking into account such Lender's
policies as to capital adequacy). "CHANGE" means (i) any change after the date
the relevant Lender became a party to this Agreement in the "Risk-Based Capital
Guidelines" (as defined below) excluding, for the avoidance of doubt, the effect
of any phasing in of such Risk-Based Capital Guidelines or any other capital

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<PAGE>

requirements passed prior to the date hereof, or (ii) any adoption of or change
in any other law, governmental or quasi-governmental rule, regulation, policy,
guideline, interpretation, or directive (whether or not having the force of law)
after the date the relevant Lender became a party to this Agreement and having
general applicability to all banks and financial institutions within the
jurisdiction in which such Lender operates which affects the amount of capital
required or expected to be maintained by any Lender or any Lending Installation
or any corporation controlling any Lender. "RISK-BASED CAPITAL GUIDELINES" means
(i) the risk-based capital guidelines in effect in the United States on the date
the relevant Lender became a party to this Agreement, including transition
rules, and (ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the July 1988 report of the
Basle Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards,"
including transition rules, and any amendments to such regulations adopted prior
to the date the relevant Lender became a party to this Agreement.

         4.3. Availability of Types of Advances. If (i) any Lender determines
that maintenance of its Fixed-Rate Rate Loans at a suitable Lending Installation
would violate any applicable law, rule, regulation or directive, whether or not
having the force of law, or (ii) the Required Lenders determine that (x)
deposits of a type, currency or maturity appropriate to match fund Fixed-Rate
Loans are not available or (y) the interest rate applicable to Fixed-Rate Loans
does not accurately reflect the cost of making or maintaining such an Advance,
then the Administrative Agent shall suspend the availability of the affected
Type of Advance and, in the case of any occurrence set forth in clause (i),
require any Advances of the affected Type to be repaid or converted into another
Type.

         4.4. Funding Indemnification. Subject to Sections 2.4(B)(i), (ii), and
(iii), if any payment of a Fixed-Rate Loan occurs on a date which is not the
last day of the applicable Interest Period, whether because of acceleration,
prepayment, or otherwise, or a Fixed-Rate Loan is not made on the date specified
by the Borrowers for any reason other than default by the Lenders, the Borrowers
shall indemnify each Lender for any loss or cost incurred by it resulting
therefrom, including, without limitation, any loss or cost in liquidating or
employing deposits acquired to fund or maintain the Fixed-Rate Loan. In
connection with any assignment by any Lender of any portion of the Loans made
pursuant to Section 13.3, and if, notwithstanding the provisions of Section 2.3,
the Borrower has requested and the Administrative Agent has consented to the use
of the Eurocurrency Rate, the Borrower shall be deemed to have repaid all
outstanding Eurocurrency Rate Advances as of the effective date of such
assignment and reborrowed such amount as a Floating Rate Advance and/or
Eurocurrency Rate Advance (chosen in accordance with the provisions of Section
2.3) and the indemnification provisions under this Section 4.4 shall apply.

         4.5. Lender Statements; Survival of Indemnity. If reasonably possible,
each Lender shall designate an alternate Lending Installation with respect to
its Fixed-Rate Loans to reduce any liability of the Borrowers to such Lender
under Sections 4.1 and 4.2 or to avoid the unavailability of a Type of Advance
under Section 4.3, so long as such designation is not disadvantageous, in the
judgment of the Lender, to such Lender. Any demand for compensation pursuant to
Section 2.14(E) or this Article IV shall be in writing and shall state the
amount due, if any, under Section 2.14(E), 4.1, 4.2, 4.4 or 4.6 and shall set
forth in reasonable detail the calculations upon which such Lender determined
such amount and shall be final, conclusive, and binding on the Borrowers in the
absence of manifest error. Determination of amounts payable under such Sections
in connection with a Fixed-Rate Loan shall be calculated as though each Lender

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<PAGE>

funded its Fixed-Rate Loan through the purchase of a deposit of the type,
currency and maturity corresponding to the deposit used as a reference in
determining the Eurocurrency Rate or Alternate Currency Rate applicable to such
Loan, whether in fact that is the case or not. The obligations of the Borrowers
under Sections 2.14(E), 4.1, 4.2, 4.4 and 4.6 shall survive payment of the
Obligations and termination of this Agreement.

         4.6. Non-U.S. Reserve Costs or Fees. If any law or any governmental or
quasi-governmental rule, regulation, policy, guideline or directive of any
jurisdiction outside of the United States of America or any subdivision thereof
(whether or not having the force of law), imposes or deems applicable any
reserve requirement against or fee with respect to assets of, deposits with or
for the account of, or credit extended by, any Lender or any applicable Lending
Installation, and the result of the foregoing is to increase the cost to such
Lender or applicable Lending Installation of making or maintaining its
Eurocurrency Loans to any Borrower that is not incorporated under the laws of
the United States of America or a state thereof (each a "NON-U.S. BORROWER") or
its Commitment to any Non-U.S. Borrower or to reduce the return received by such
Lender or applicable Lending Installation in connection with such Eurocurrency
Loans to any Non-U.S. Borrower or Commitment to any Non-U.S. Borrower, then,
within 15 days of demand by such Lender, such Non-U.S. Borrower shall pay such
Lender such additional amount or amounts as will compensate such Lender for such
increased cost or reduction in amount received.

                        ARTICLE V: CONDITIONS PRECEDENT

         5.1. Initial Advances and Letters of Credit. The Lenders shall not be
required to make the initial Loans or issue any Letters of Credit unless the
Borrower has furnished to the Administrative Agent each of the following, with
sufficient copies for the Lenders, all in form and substance satisfactory to the
Administrative Agent and the Lenders:

                  (1) Copies of the Certificate of Incorporation (or other
         comparable constituent document) of each member of the Initial Obligor
         Group (except as otherwise permitted and contemplated by Section
         7.2(M)), together with all amendments and a certificate of good
         standing, both certified by the appropriate governmental officer in its
         jurisdiction of incorporation;

                  (2) Copies, certified by the Secretary or Assistant Secretary
         of each member of the Initial Obligor Group (except as otherwise
         permitted and contemplated by Section 7.2(M)), of its By-Laws (or other
         comparable governing document) and of its Board of Directors'
         resolutions (and resolutions of other bodies, if any are deemed
         necessary by counsel for any Lender) authorizing the execution of the
         Loan Documents;

                  (3) An incumbency certificate, executed by the Secretary or
         Assistant Secretary of each member of the Initial Obligor Group (except
         as otherwise permitted and contemplated by Section 7.2(M)), which shall
         identify by name and title and bear the signature of the officers of
         the members of the Initial Obligor Group authorized to sign the Loan
         Documents (and, in the case of the Borrowers, to make borrowings
         hereunder or under any applicable Alternate Currency Addendum), upon
         which certificate the Lenders shall be entitled to rely until informed
         of any change in writing by the Borrower;

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                  (4) A certificate, in form and substance satisfactory to the
         Administrative Agent, signed by the chief financial officer of each
         Borrower, stating that on the date of this Agreement all the
         representations in this Agreement and in any applicable Alternate
         Currency Addendum are true and correct in all material respects (unless
         such representation and warranty is made as of a specific date, in
         which case, such representation and warranty shall be true in all
         material respects as of such date) and no Default or Unmatured Default
         has occurred and is continuing;

                  (5) Documentation evidencing the amendment of the Note
         Agreement in form and substance satisfactory to Administrative Agent;

                  (6) Evidence reasonably satisfactory to the Administrative
         Agent that there exists no injunction or temporary restraining order
         which, in the reasonable judgment of the Administrative Agent, would
         prohibit the Rietschle Acquisition, the making of the Loans and the
         other transactions contemplated by the Loan Documents or any litigation
         seeking such an injunction or restraining order;

                  (7) Written money transfer instructions reasonably requested
         by the Administrative Agent, addressed to the Administrative Agent and
         signed by an Authorized Officer;

                  (8) Evidence satisfactory to the Administrative Agent that the
         Borrower has paid to the Administrative Agent and the Arranger the fees
         agreed to in the fee letter dated July 19, 2002, among the
         Administrative Agent, the Arranger and the Borrower;

                  (9) The written opinions of the Borrowers' and the Subsidiary
         Guarantors' U.S. counsel, and foreign counsel, in the forms of the
         opinions attached hereto as Exhibit E, in each case, addressed to the
         Administrative Agent, the Alternate Currency Banks, the Issuing Banks
         and the Lenders, in form and substance acceptable to the Administrative
         Agent and its counsel, with respect to (without limitation) the due
         authorization, execution and enforceability of this Agreement and the
         other Loan Documents;

                  (10) A written opinion of foreign counsel with respect to each
         Pledge Agreement to be delivered on the Closing Date, addressed to the
         Administrative Agent, the Alternate Currency Banks, the Issuing Banks
         and the Lenders, in form and substance acceptable to the Administrative
         Agent and the Lenders;

                  (11) Such other documents as the Administrative Agent or any
         Lender or its counsel may have reasonably requested, including, without
         limitation the Parent Guaranty, the Subsidiary Guaranty, any applicable
         Alternate Currency Addendum and each other document reflected on the
         List of Closing Documents attached as Exhibit F to this Agreement; and

                  (12) The Administrative Agent shall have received opinions of
         value, solvency and other appropriate factual information and advice in
         form and substance reasonably satisfactory to it and from the
         controller, treasurer or chief financial officer of the Borrower
         supporting the conclusions that after giving effect to the transactions
         contemplated herein, the Borrower and its Subsidiaries on a
         consolidated basis are Solvent and will be Solvent subsequent to

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         incurring the indebtedness contemplated under the Loan Documents, will
         be able to pay their debts and liabilities as they become due and will
         not be left with unreasonably small working capital for general
         corporate purposes;

                  (13) Evidence reasonably satisfactory to the Administrative
         Agent that (i) all conditions precedent to the consummation of
         Rietschle Acquisition have been satisfied or waived with the approval
         of the Administrative Agent and the Required Lenders, (ii) the
         Rietschle Acquisition Agreement has been approved by all necessary
         corporate action by the board of directors and shareholders of each of
         the Borrower and Werner Rietschle Holding GmbH and has not been
         amended, waived or modified without the approval of the Administrative
         Agent and the Required Lenders and (iii) the representations and
         warranties in the Rietschle Acquisition Agreement shall be accurate as
         of the Closing Date; and

                  (14) Evidence reasonably satisfactory to the Administrative
         Agent that all required governmental approvals related to the Rietschle
         Acquisition have been obtained and all related filings made and any
         applicable waiting periods shall have expired or been terminated.

         5.2. Each Advance and Letter of Credit. The Lenders shall not be
required to make any Advance, or issue any Letter of Credit, unless on the
applicable Borrowing Date, or in the case of a Letter of Credit, the date on
which the Letter of Credit is to be issued:

                  (A) There exists no Default or Unmatured Default;

                  (B) The representations and warranties contained in Article VI
         are true and correct in all material respects as of such Borrowing Date
         (unless such representation and warranty is made as of a specific date,
         in which case, such representation and warranty shall be true in all
         material respects as of such date); and

                  (C) (i) The Revolving Credit Obligations do not, and after
         making such proposed Advance or issuing such Letter of Credit would
         not, exceed the Aggregate Revolving Loan Commitment, and (ii) the
         aggregate outstanding principal Dollar Amount of all Alternate Currency
         Loans in the same Alternate Currency do not, and after making such
         proposed Advance or issuing such Letter of Credit would not, exceed the
         aggregate Alternate Currency Commitment under the Alternate Currency
         Addendum executed with respect to such Alternate Currency.

         Each Borrowing/Election Notice with respect to each such Advance and
the letter of credit application with respect to each Letter of Credit shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 5.2(A), (B) and (C) have been satisfied. Any Lender may
require a duly completed officer's certificate in substantially the form of
Exhibit G hereto and/or a duly completed compliance certificate in substantially
the form of Exhibit H hereto as a condition to making an Advance.

         5.3. Initial Advance to Each New Alternate Currency Borrower. No
Alternate Currency Bank shall be required to make any Alternate Currency Loans,
in each case, to a new Alternate Currency Borrower added after the Closing Date

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<PAGE>

unless the Borrower has furnished or caused to be furnished to the
Administrative Agent with sufficient copies for the Lenders:

                  (1) The Assumption Letter executed and delivered by such
         Alternate Currency Borrower and containing the written consent of the
         Borrower at the foot thereof, as contemplated by Section 2.23.

                  (2) Copies of the Certificate of Incorporation (or other
         comparable constituent document) of the Alternate Currency Borrower,
         together with all amendments and a certificate of good standing, both
         certified by the appropriate governmental officer in its jurisdiction
         of incorporation.

                  (3) Copies, certified by the Secretary or Assistant Secretary
         of the Alternate Currency Borrower, of its By-Laws (or other comparable
         governing document) and of its Board of Directors' resolutions (and
         resolutions of other bodies, if any are deemed necessary by the
         Administrative Agent) approving the Assumption Letter.

                  (4) An incumbency certificate, executed by the Secretary,
         Assistant Secretary, Director or Authorized Officer of the Alternate
         Currency Borrower, which shall identify by name and title and bear the
         signature of the officers of such Alternate Currency Borrower
         authorized to sign the Assumption Letter and the other documents to be
         executed and delivered by such Alternate Currency Borrower hereunder,
         upon which certificate the Administrative Agent and the Lenders shall
         be entitled to rely until informed of any change in writing by the
         Borrower.

                  (5) An opinion of counsel to such Alternate Currency Borrower,
         in a form reasonably acceptable to the Administrative Agent.

                  (6) Appropriate Alternate Currency Guaranty Documentation.

                   ARTICLE VI: REPRESENTATIONS AND WARRANTIES

         In order to induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans and the other financial accommodations
to the Borrowers and to issue the Letters of Credit described herein, the
Borrower represents and warrants as follows to each Lender and the
Administrative Agent as of the Closing Date, giving effect to the consummation
of the transactions contemplated by the Loan Documents on the Closing Date, and
thereafter on each date as required by Section 5.2 or 5.3, as applicable:

         6.1. Organization; Corporate Powers. The Borrower and each of its
Subsidiaries (i) is a corporation, partnership or limited liability company duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (ii) is duly qualified to do business as a
foreign entity and is in good standing under the laws of each jurisdiction in
which failure to be so qualified and in good standing could not reasonably be
expected to have a Material Adverse Effect, and (iii) has all requisite power
and authority to own, operate and encumber its property and to conduct its
business as presently conducted and as proposed to be conducted.

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         6.2. Authority.

                  (A) The Borrower and each of its Subsidiaries has the
         requisite power and authority to execute, deliver and perform each of
         the Loan Documents which have been executed by it as required by this
         Agreement and the other Loan Documents on or prior to Closing Date and
         (ii) to file the Loan Documents which have been filed by it as required
         by this Agreement, the other Loan Documents or otherwise on or prior to
         the Closing Date with any Governmental Authority.

                  (B) The execution, delivery, performance and filing, as the
         case may be, of each of the Loan Documents which have been executed or
         filed as required by this Agreement, the other Loan Documents or
         otherwise on or prior to the Closing Date and to which the Borrower or
         any of its Subsidiaries is party, and the consummation of the
         transactions contemplated thereby, have been duly authorized by all
         requisite corporate, partnership or limited liability company acts
         (including any required shareholder or partner approval) of the
         Borrower and its Subsidiaries.

                  (C) Each of the Loan Documents to which the Borrower or any of
         its Subsidiaries is a party has been duly executed, delivered or filed,
         as the case may be, by it and constitutes its legal, valid and binding
         obligation, enforceable against it in accordance with its terms (except
         as enforceability may be limited by bankruptcy, insolvency, or similar
         laws affecting the enforcement of creditors' rights generally and
         general equitable principles), is in full force and effect and no
         material term or condition thereof has been amended, modified or waived
         from the terms and conditions contained in the Loan Documents delivered
         to the Administrative Agent pursuant to Section 5.1 without the prior
         written consent of the Administrative Agent and any other requisite
         parties hereto, and the Borrower and its Subsidiaries have, and, to the
         best of the Borrower's and its Subsidiaries' knowledge, all other
         parties thereto have, performed and complied with all the terms,
         provisions, agreements and conditions set forth therein and required to
         be performed or complied with by such parties on or before the Closing
         Date, and no unmatured default, default or breach of any covenant by
         any such party exists thereunder.

         6.3. No Conflict; Governmental Consents. The execution, delivery and
performance of each of the Loan Documents to which the Borrower or any of its
Subsidiaries is a party do not and will not (i) conflict with the certificate or
articles of incorporation, partnership agreement, certificate of partnership,
articles or certificate of organization or formation, by-laws, operating
agreement or other management agreement (or other applicable constituent
documents) of the Borrower or any such Subsidiary, (ii) conflict with, result in
a breach of or constitute (with or without notice or lapse of time or both) a
default under any Requirement of Law (including, without limitation, any
Environmental Property Transfer Act) or Contractual Obligation of the Borrower
or any such Subsidiary, or require termination of any Contractual Obligation,
except such breach, default or termination which individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect, or
(iii) result in or require the creation or imposition of any Lien whatsoever
upon any of the property or assets of the Borrower or any such Subsidiary, other
than Liens permitted or created by the Loan Documents. Except as set forth on
Schedule 6.3 to this Agreement, the execution, delivery and performance of each
of the Loan Documents to which the Borrower or any of its Subsidiaries is a
party do not and will not require any registration with, consent or approval of,
or notice to, or other action to, with or by any Governmental Authority,
including under any Environmental Property Transfer Act, except filings,
consents or notices which have been made, obtained or given, or which, if not

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made, obtained or given, individually or in the aggregate could not reasonably
be expected to have a Material Adverse Effect.

         6.4. Financial Statements.

                  (A) The combined pro forma balance sheet, income statements
         and statements of cash flow of the Borrower and its Subsidiaries,
         copies of which are attached hereto as Schedule 6.4(A) to this
         Agreement, present on a pro forma basis the financial condition of the
         Borrower and such Subsidiaries as of such date, and reflect on a pro
         forma basis those liabilities reflected in the notes thereto and
         resulting from consummation of the transactions contemplated by this
         Agreement, and the payment or accrual of all transaction costs payable
         on the Closing Date with respect to any of the foregoing and
         demonstrate that the Borrower and its Subsidiaries can repay their
         debts and satisfy their other obligations as and when due, and can
         comply with the requirements of this Agreement. The projections and
         assumptions expressed in the pro forma financials referenced in this
         Section 6.4(A) were prepared in good faith and represent management's
         opinion based on the information available to the Borrower at the time
         so furnished and, since the preparation thereof and up to the Closing
         Date, there has occurred no change in the business, financial
         condition, operations, or prospects of the Borrower or any of its
         Subsidiaries, or the Borrower and its Subsidiaries taken as a whole
         which has had or could reasonably be expected to have a Material
         Adverse Effect.

                  (B) Complete and accurate copies of the audited financial
         statements and the audit report related thereto of the Borrower and its
         Subsidiaries as at December 31, 2001 have been delivered to the
         Administrative Agent.

         6.5. No Material Adverse Change

                  (A) Since December 31, 2001 up to the Closing Date, there has
         occurred no change in the business, properties, condition (financial or
         otherwise), performance, results of operations or prospects of the
         Borrower, or the Borrower and its Subsidiaries taken as a whole or any
         other event which has had or could reasonably be expected to have a
         Material Adverse Effect.

                  (B) Since the Closing Date, there has occurred no change in
         the business, properties, condition (financial or otherwise),
         performance, results of operations or prospects of the Borrower or the
         Borrower and its Subsidiaries taken as a whole or any other event which
         has had or could reasonably be expected to have a Material Adverse
         Effect.

         6.6. Taxes. The Borrower and each of its Subsidiaries has filed or
caused to be filed all federal, state and local tax returns which are required
to be filed by it and, except for taxes and assessments being contested in good
faith and reserved for in accordance with generally accepted accounting
principles as in effect from time to time (if and to the extent so required),
have paid or caused to be paid all taxes as shown on said returns on any
assessment received by it, to the extent that such taxes have become due. The
Borrower has no knowledge of any proposed tax assessment against the Borrower or

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any of its Subsidiaries that will have or could reasonably be expected to have a
Material Adverse Effect.

         6.7. Litigation; Loss Contingencies and Violations. There is no action,
suit, proceeding, arbitration or, to the Borrower's knowledge, investigation
before or by any Governmental Authority or private arbitrator pending or, to the
Borrower's knowledge, threatened in writing against the Borrower, any of its
Subsidiaries or any property of any of them which could reasonably be expected
to have a Material Adverse Effect.

         6.8. Subsidiaries. Schedule 6.8 to this Agreement (as updated from time
to time by the Borrower after the formation, acquisition or dissolution of any
Subsidiary as permitted by this Agreement) (i) contains a description of the
corporate structure of the Borrower, its Subsidiaries and any other Person in
which the Borrower or any of its Subsidiaries holds an Equity Interest; and (ii)
accurately sets forth (A) the correct legal name and the jurisdiction of
organization, (B) the authorized, issued and outstanding shares of each class of
Capital Stock of each of the Borrower's Subsidiaries and the owners of such
shares, and (C) a summary of the direct and indirect partnership, joint venture,
or other Equity Interests, if any, which the Borrower and each Subsidiary of the
Borrower holds in any Person that is not a corporation. Except as disclosed on
Schedule 6.8, none of the issued and outstanding Capital Stock of the Borrower
or any of the Borrower's Subsidiaries is subject to any vesting, redemption, or
repurchase agreement, and there are no warrants or options outstanding with
respect to such Capital Stock. The outstanding Capital Stock of each of the
Borrower's Subsidiaries is duly authorized, validly issued, fully paid and
nonassessable and is not Margin Stock.

         6.9. ERISA. Except as disclosed on Schedule 6.9, no Benefit Plan has
incurred any material accumulated funding deficiency (as defined in Sections
302(a)(2) of ERISA and 412(a) of the Code) whether or not waived. Neither the
Borrower nor any member of the Controlled Group has incurred any material
liability to the PBGC which remains outstanding other than the payment of
premiums. As of the last day of the most recent prior plan year, the market
value of assets under each Benefit Plan, other than any Multiemployer Plan, was
not by a material amount less than the present value of benefit liabilities
thereunder (determined in accordance with the actuarial valuation assumptions
described therein). Neither the Borrower nor any member of the Controlled Group
has (i) failed to make a required contribution or payment to a Multiemployer
Plan of a material amount or (ii) incurred a material complete or partial
withdrawal under Section 4203 or Section 4205 of ERISA from a Multiemployer
Plan. Neither the Borrower nor any member of the Controlled Group has failed to
make an installment or any other payment of a material amount required under
Section 412 of the Code on or before the due date for such installment or other
payment. There have been no and there is no prohibited transaction described in
Sections 406 of ERISA or 4975 of the Code with respect to any Plan for which a
statutory or administrative exemption does not exist which could reasonably be
expected to subject the Borrower or any of is Subsidiaries to material
liability. Neither the Borrower nor any member of the Controlled Group has taken
or failed to take any action which would constitute or result in a Termination
Event, which action or inaction could reasonably be expected to subject the
Borrower or any of its Subsidiaries to material liability. Neither the Borrower
nor any member of the Controlled Group is subject to any material liability
under, or has any potential material liability under, Section 4063, 4064, 4069,
4204 or 4212(c) of ERISA. The present value of the aggregate liabilities to
provide all of the accrued benefits under any Foreign Pension Plan do not exceed

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the current fair market value of the assets held in trust or other funding
vehicle for such plan by a material amount. With respect to any Foreign Employee
Benefit Plan other than a Foreign Pension Plan, reasonable reserves have been
established in accordance with prudent business practice or where required by
ordinary accounting practices in the jurisdiction in which such plan is
maintained. For purposes of this Section 6.9, "material" means any amount,
noncompliance or other basis for liability which could reasonably be expected to
subject the Borrower or any of its Subsidiaries to liability, individually or in
the aggregate with each other basis for liability under this Section 6.9, in
excess of $10,000,000.

         6.10. Accuracy of Information. The information, exhibits and reports
furnished by the Borrower and any of its Subsidiaries, or by the Borrower on
behalf of any of its Subsidiaries, to the Administrative Agent or to any Lender
in connection with the negotiation of, or compliance with, the Loan Documents,
the representations and warranties of the Borrower and its Subsidiaries
contained in the Loan Documents, and all certificates and documents delivered to
the Administrative Agent and the Lenders pursuant to the terms thereof, taken as
a whole, do not contain as of the date thereof any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements contained herein or therein, in light of the circumstances under
which they were made, not misleading in any material respect.

         6.11. Securities Activities. Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying Margin Stock.

         6.12. Material Agreements.

         (a) As of the Closing Date, neither the Borrower nor any Subsidiary is
a party to or subject to any Contractual Obligation, which, as of such date,
individually or in the aggregate could reasonably be expected to have a Material
Adverse Effect.

         (b) No member of the senior management of either the Borrower or any of
its Subsidiaries has received written notice that (i) it is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any Contractual Obligation to which it is a party, or
(ii) any condition exists which, with the giving of notice or the lapse of time
or both, would constitute a default with respect to any such Contractual
Obligation, in each case, which default has, or if not remedied within any
applicable grace period could reasonably be likely to have, a Material Adverse
Effect.

         6.13. Compliance with Laws. The Borrower and its Subsidiaries are in
compliance with all Requirements of Law applicable to them and their respective
businesses, in each case where the failure to so comply individually or in the
aggregate could reasonably be expected to have a Material Adverse Effect.

         6.14. Assets and Properties. The Borrower and each of its Subsidiaries
has good and marketable title to all of its real and personal properties owned
by it or a valid leasehold interest in all of its leased assets (except insofar
as marketability may be limited by any laws or regulations of any Governmental
Authority affecting such assets), and all such assets and property are free and
clear of all Liens, except Liens permitted under Section 7.3(C).

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         6.15. Statutory Indebtedness Restrictions. Neither the Borrower nor any
of its Subsidiaries is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, or the Investment Company Act of
1940, or any other foreign, federal or state statute or regulation which limits
its ability to incur indebtedness or its ability to consummate the transactions
contemplated hereby.

         6.16. Labor Matters. To the knowledge of the Borrower, as of the
Closing Date, no attempt to organize the employees of the Borrower or any of its
Subsidiaries, and no labor disputes, strikes or walkouts affecting the
operations of the Borrower or any of its Subsidiaries, is pending, or, to the
Borrower's or such Subsidiaries' knowledge, threatened, planned or contemplated
which could reasonably be expected to have a Material Adverse Effect.

         6.17. Environmental Matters.

                  (A) Except as disclosed on Schedule 6.17 to this Agreement

                           (i) the operations of the Borrower and its
                  Subsidiaries comply in all material respects with
                  Environmental, Health or Safety Requirements of Law;

                           (ii) the Borrower and its Subsidiaries have all
                  permits, licenses or other authorizations required under
                  Environmental, Health or Safety Requirements of Law and are in
                  material compliance with such permits;

                           (iii) neither the Borrower, any of its Subsidiaries
                  nor any of their respective present property or operations,
                  or, to the Borrower's or any of its Subsidiaries' knowledge,
                  any of their respective past property or operations, are
                  subject to or the subject of, any investigation known to the
                  Borrower or any of its Subsidiaries, any judicial or
                  administrative proceeding, order, judgment, decree, settlement
                  or other agreement respecting: (A) any material violation of
                  Environmental, Health or Safety Requirements of Law; (B) any
                  remedial action; or (C) any material claims or liabilities
                  arising from the Release or threatened Release of a
                  Contaminant into the environment;

                           (iv) there is not now, nor to the Borrower's or any
                  of its Subsidiaries' knowledge has there ever been, on or in
                  the property of the Borrower or any of its Subsidiaries any
                  landfill, waste pile, underground storage tanks, aboveground
                  storage tanks, surface impoundment or hazardous waste storage
                  facility of any kind, any polychlorinated biphenyls (PCBs)
                  used in hydraulic oils, electric transformers or other
                  equipment, or any asbestos containing material; and

                           (v) to the knowledge of the Borrower or any of its
                  Subsidiaries, neither the Borrower nor any of its Subsidiaries
                  has any material Contingent Obligation in connection with any
                  Release or threatened Release of a Contaminant into the
                  environment.

                  (B) For purposes of this Section 6.17 "material" means any
         noncompliance or basis for liability which could reasonably be likely
         to subject the Borrower or any of its Subsidiaries to liability (which

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         is not covered by undenied indemnification by a creditworthy
         indemnitor), individually or in the aggregate, in excess of $5,000,000.

         6.18. Solvency. After giving effect to (i) the Loans to be made on the
Closing Date or such other date as Loans requested hereunder are made, (ii) the
other transactions contemplated by this Agreement and the other Loan Documents
and (iii) the payment and accrual of all transaction costs with respect to the
foregoing, the Borrower and its Subsidiaries taken as a whole are Solvent.

         6.19. Representations and Warranties of each Alternate Currency
Borrower. Each Alternate Currency Borrower represents and warrants to the
Lenders that:

                  (A) Organization and Corporate Powers. Such Alternate Currency
         Borrower (i) is a company duly formed and validly existing and in good
         standing under the laws of the state or country of its organization
         (such jurisdiction being hereinafter referred to as the "HOME
         COUNTRY"); (ii) has the requisite power and authority to own its
         property and assets and to carry on its business substantially as now
         conducted except where the failure to have such requisite authority
         would not have a material adverse effect on such Alternate Currency
         Borrower; and (iii) has the requisite power and authority and legal
         right to execute and deliver the Alternate Currency Addendum to which
         it is a party and each other Loan Document to which it is a party and
         the performance by it of its obligations thereunder have been duly
         authorized by proper corporate proceedings. As used in this Section
         6.19(A) and in Section 6.19(B), the term "material adverse effect"
         means, with respect to an Alternate Currency Borrower, a material
         adverse effect upon (a) the business, condition (financial or
         otherwise), operations, performance, properties or prospects of such
         Alternate Currency Borrower, or such Alternate Currency Borrower and
         its Subsidiaries, taken as a whole, (b) the collective ability of such
         Alternate Currency Borrower or any of its relevant Subsidiaries to
         perform their respective obligations under the Loan Documents in any
         material respect, or (c) the ability of the Lenders or the
         Administrative Agent to enforce in any material respect the Obligations
         of such Alternate Currency Borrower.

                  (B) Binding Effect. The Alternate Currency Addendum and each
         other Loan Document executed by such Alternate Currency Borrower are
         the legal, valid and binding obligations of such Alternate Currency
         Borrower enforceable in accordance with their respective terms, except
         as enforceability may be limited by bankruptcy, insolvency or similar
         laws affecting the enforcement of creditors' rights generally and
         general equitable principles.

                  (C) No Conflict; Government Consent. Neither the execution and
         delivery by such Alternate Currency Borrower of the Loan Documents to
         which it is a party, nor the consummation by it of the transactions
         therein contemplated to be consummated by it, nor compliance by such
         Alternate Currency Borrower with the provisions thereof will violate
         any law, rule, regulation, order, writ, judgment, injunction, decree or
         award binding on such Alternate Currency Borrower or any of its
         Subsidiaries or such Alternate Currency Borrower's or any of its
         Subsidiaries' memoranda or articles of association or the provisions of
         any indenture, instrument or agreement to which such Alternate Currency
         Borrower or any of its Subsidiaries is a party or is subject, or by
         which it, or its property, is bound, or conflict with or constitute a
         default thereunder, or result in the creation or imposition of any lien
         in, of or on the property of such Alternate Currency Borrower or any of

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         its Subsidiaries pursuant to the terms of any such indenture,
         instrument or agreement in any such case which violation, conflict,
         default, creation or imposition could reasonably be expected to have a
         material adverse effect on such Alternate Currency Borrower. No order,
         consent, approval, license, authorization, or validation of, or filing,
         recording or registration with, or exemption by, any governmental
         agency is required to authorize, or is required in connection with the
         execution, delivery and performance of, or the legality, validity,
         binding effect or enforceability of, any of the Loan Documents.

                  (D) Filing. To ensure the enforceability or admissibility in
         evidence of this Agreement, the Alternate Currency Addendum to which
         such Alternate Currency Borrower is a party and each other Loan
         Document to which such Alternate Currency Borrower is a party in its
         Home Country, it is not necessary that this Agreement, such Alternate
         Currency Addendum, or any other Loan Document to which such Alternate
         Currency Borrower is a party or any other document be filed or recorded
         with any court or other authority in its Home Country or that any stamp
         or similar tax be paid to or in respect of this Agreement, such
         Alternate Currency Addendum or any other Loan Document of such
         Alternate Currency Borrower, other than documents which have been so
         filed or recorded and stamp or similar taxes which have been so paid.
         The qualification by any Lender or the Administrative Agent for
         admission to do business under the laws of such Alternate Currency
         Borrower's Home Country does not constitute a condition to, and the
         failure to so qualify does not affect, the exercise by any Lender or
         the Administrative Agent of any right, privilege, or remedy afforded to
         any Lender or the Administrative Agent in connection with the Loan
         Documents to which such Alternate Currency Borrower is a party or the
         enforcement of any such right, privilege, or remedy against Alternate
         Currency Borrower. The performance by any Lender or the Administrative
         Agent of any action required or permitted under the Loan Documents will
         not (i) violate any law or regulation of such Alternate Currency
         Borrower's Home Country or any political subdivision thereof, (ii)
         result in any tax or other monetary liability to such party pursuant to
         the laws of such Alternate Currency Borrower's Home Country or
         political subdivision or taxing authority thereof (provided, that,
         should any such action result in any such tax or other monetary
         liability to the Lender or the Administrative Agent, the Borrower
         hereby agrees to indemnify such Lender or the Administrative Agent, as
         the case may be, against (x) any such tax or other monetary liability
         and (y) any increase in any tax or other monetary liability which
         results from such action by such Lender or the Administrative Agent
         and, to the extent the Borrower makes such indemnification, the
         incurrence of such liability by the Administrative Agent or any Lender
         will not constitute a Default) or (iii) violate any rule or regulation
         of any federation or organization or similar entity of which the such
         Alternate Currency Borrower's Home Country is a member.

                  (E) No Immunity. Neither such Alternate Currency Borrower nor
         any of its assets is entitled to immunity from suit, execution,
         attachment or other legal process. Such Alternate Currency Borrower's
         execution and delivery of the Loan Documents to which it is a party
         constitute, and the exercise of its rights and performance of and
         compliance with its obligations under such Loan Documents will
         constitute, private and commercial acts done and performed for private
         and commercial purposes.

                  (F) Application of Representations and Warranties. It is
         understood and agreed by the parties hereto that the representations
         and warranties of each Alternate Currency Borrower in this Section 6.19

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         shall only be applicable to such Alternate Currency Borrower on and
         after the date of its execution of its Assumption Letter and the
         applicable Alternate Currency Addendum.

                             ARTICLE VII: COVENANTS

         The Borrower covenants and agrees that so long as any Revolving Loan
Commitments are outstanding and thereafter until payment in full of all of the
Obligations (other than contingent indemnity obligations) and termination of all
Letters of Credit (or cash collateralization thereof in accordance with Section
3.11), unless the Required Lenders shall otherwise give prior written consent:

         7.1. Reporting. The Borrower shall:

                  (A) Financial Reporting. Furnish to the Administrative Agent
         (with sufficient copies for each of the Lenders):

                           (i) Quarterly Reports. As soon as practicable, and in
                  any event within forty-five (45) days after the end of the
                  first three fiscal quarters of the Borrower, the consolidated
                  balance sheet of the Borrower and its Subsidiaries as at the
                  end of such period and the related consolidated statements of
                  income and cash flows of the Borrower and its Subsidiaries for
                  such fiscal quarter and for the period from the beginning of
                  the then current fiscal year to the end of such fiscal
                  quarter, certified by the controller, treasurer or chief
                  financial officer of the Borrower on behalf of the Borrower as
                  fairly presenting in all material respects the consolidated
                  financial position of the Borrower and its Subsidiaries as at
                  the dates indicated and the results of their operations and
                  cash flows for the periods indicated in accordance with
                  generally accepted accounting principles as in effect from
                  time to time, subject to normal year-end audit adjustments.

                           (ii) Annual Reports. As soon as practicable, and in
                  any event within ninety (90) days after the end of each fiscal
                  year of the Borrower, (a) the consolidated balance sheet of
                  the Borrower and its Subsidiaries as at the end of such fiscal
                  year and the related consolidated statements of income,
                  stockholders' equity and cash flows of the Borrower and its
                  Subsidiaries for such fiscal year, and in comparative form the
                  corresponding figures for the previous fiscal year in form and
                  substance sufficient to calculate the financial covenants set
                  forth in Section 7.4, and (b) an audit report on the items
                  listed in clause (a) hereof of independent certified public
                  accountants of recognized national standing, which audit
                  report shall be unqualified and shall state that such
                  financial statements fairly present the consolidated financial
                  position of the Borrower and its Subsidiaries as at the dates
                  indicated and the results of their operations and cash flows
                  for the periods indicated in conformity with generally
                  accepted accounting principles as in effect from time to time
                  and that the examination by such accountants in connection
                  with such consolidated financial statements has been made in
                  accordance with generally accepted auditing standards. The
                  deliveries made pursuant to this clause (ii) shall be
                  accompanied by (x) any management letter prepared by the
                  above-referenced accountants, and (y) a certificate of such
                  accountants that, in the course of their examination necessary
                  for their certification of the foregoing, they have obtained
                  no knowledge of any Default or Unmatured Default, or if, in

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                  the opinion of such accountants, any Default or Unmatured
                  Default shall exist, stating the nature and status thereof.

                           (iii) Officer's Certificate. Together with each
                  delivery of any financial statement (a) pursuant to clauses
                  (i) and (ii) of this Section 7.1(A), an Officer's Certificate
                  of the Borrower, substantially in the form of Exhibit G
                  attached hereto and made a part hereof, stating that (x) the
                  representations and warranties of the Borrower contained in
                  Article VI hereof shall have been true and correct in all
                  material respects (unless such representation or warranty is
                  made as of a specific date, in which case, such representation
                  and warranty shall be true in all material respects as of such
                  date) at all times during the period covered by such financial
                  statements and as of the date of such Officer's Certificate
                  and (y) as of the date of such Officer's Certificate no
                  Default or Unmatured Default exists, or if any Default or
                  Unmatured Default exists, stating the nature and status
                  thereof and (b) pursuant to clauses (i) and (ii) of this
                  Section 7.1(A), a compliance certificate, substantially in the
                  form of Exhibit H attached hereto and made a part hereof,
                  signed by the Borrower's chief financial officer, (1) setting
                  forth calculations for the period then ended for Section
                  2.4(B), if applicable, (2) demonstrating compliance, when
                  applicable, with the provisions of Sections 7.3(A) through (S)
                  and Section 7.4, and (3) calculating the Leverage Ratio for
                  purposes of determining the then Applicable Eurocurrency
                  Margin, Applicable Alternate Currency Margin, Applicable L/C
                  Fee Percentage and Applicable Commitment Fee Percentage.

                  (B) Notice of Default. Promptly upon any of the chief
         executive officer, chief financial officer, treasurer or controller of
         any of the Borrowers obtaining knowledge (and in any event within 10
         days of obtaining such knowledge) (i) of any condition or event which
         constitutes a Default or Unmatured Default, or becoming aware that any
         Lender or Administrative Agent has given any written notice to any
         Authorized Officer with respect to a claimed Default or Unmatured
         Default under this Agreement, or (ii) that any Person has given any
         written notice to any Authorized Officer of such Borrower or any
         Subsidiary of such Borrower or taken any other action with respect to a
         claimed default or event or condition of the type referred to in
         Section 8.1(E), the Borrower shall deliver to the Administrative Agent
         and the Lenders an Officer's Certificate specifying (a) the nature and
         period of existence of any such claimed default, Default, Unmatured
         Default, condition or event, (b) the notice given or action taken by
         such Person in connection therewith, and (c) what action the applicable
         Borrower has taken, is taking and proposes to take with respect
         thereto.

                  (C) Lawsuits. (i) Promptly upon any of the Borrowers' chief
         executive officer, chief financial officer, treasurer or controller
         obtaining knowledge of the institution of, or written threat of, any
         action, suit, proceeding, governmental investigation or arbitration, by
         or before any Governmental Authority, against or affecting such
         Borrower or any of its Subsidiaries or any property of such Borrower or
         any of its Subsidiaries not previously disclosed pursuant to Section
         6.7, which action, suit, proceeding, governmental investigation or
         arbitration exposes, or in the case of multiple actions, suits,
         proceedings, governmental investigations or arbitrations arising out of
         the same general allegations or circumstances which expose, in the
         Borrower's reasonable judgment, any Borrower or any of its Subsidiaries
         to liability in an amount aggregating $5,000,000 or more (exclusive of
         claims covered by insurance policies of the Borrower or any of its
         Subsidiaries unless the insurers of such claims have disclaimed
         coverage or reserved the right to disclaim coverage on such claims and

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         exclusive of claims covered by the indemnity of a financially
         responsible indemnitor in favor of the Borrower or any of its
         Subsidiaries unless the indemnitor has disclaimed or reserved the right
         to disclaim coverage thereof), give written notice thereof to the
         Administrative Agent and the Lenders and provide such other information
         as may be reasonably available to enable each Lender to evaluate such
         matters; and (ii) in addition to the requirements set forth in clause
         (i) of this Section 7.1(C), upon request of the Administrative Agent or
         the Required Lenders, promptly give written notice of the status of any
         action, suit, proceeding, governmental investigation or arbitration
         covered by a report delivered pursuant to clause (i) above and provide
         such other information as may be reasonably available to it that would
         not jeopardize any attorney-client privilege by disclosure to the
         Lenders to enable each Lender and the Administrative Agent and its
         counsel to evaluate such matters.

                  (D) ERISA Notices. Deliver or cause to be delivered to the
         Administrative Agent and the Lenders, at the Borrower's expense, the
         following information and notices as soon as reasonably possible, and
         in any event:

                           (i) within ten (10) Business Days after any member of
                  the Controlled Group obtains knowledge that a Termination
                  Event has occurred which could reasonably be expected to
                  subject the Borrower or its Subsidiaries to liability
                  individually or in the aggregate in excess of $5,000,000, a
                  written statement of the chief financial officer of the
                  Borrower describing such Termination Event and the action, if
                  any, which the member of the Controlled Group has taken, is
                  taking or proposes to take with respect thereto, and when
                  known, any action taken or threatened by the IRS, DOL or PBGC
                  with respect thereto;

                           (ii) within ten (10) Business Days after the filing
                  of any funding waiver request with the IRS, a copy of such
                  funding waiver request and thereafter all communications
                  received by the Borrower or a member of the Controlled Group
                  with respect to such request within ten (10) Business Days
                  such communication is received; and

                           (iii) within ten (10) Business Days after the
                  Borrower or any member of the Controlled Group knows or has
                  reason to know that (a) a Multiemployer Plan has been
                  terminated, (b) the administrator or plan sponsor of a
                  Multiemployer Plan intends to terminate a Multiemployer Plan,
                  or (c) the PBGC has instituted or will institute proceedings
                  under Section 4042 of ERISA to terminate a Multiemployer Plan,
                  a notice describing such matter.

For purposes of this Section 7.1(D), the Borrower and any member of the
Controlled Group shall be deemed to know all facts known by the administrator of
any Plan of which the Borrower or any member of the Controlled Group is the plan
sponsor.

                  (E) Labor Matters. Notify the Administrative Agent and the
         Lenders in writing, promptly upon an Authorized Officer of the Borrower
         learning of (i) any material labor dispute to which the Borrower or any
         of its Subsidiaries may become a party, including, without limitation,
         any strikes, lockouts or other disputes relating to such Persons'
         plants and other facilities, which dispute could reasonably be expected
         to have a Material Adverse Effect and (ii) any Worker Adjustment and

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         Retraining Notification Act liability incurred with respect to the
         closing of any plant or other facility of the Borrower or any of its
         Subsidiaries.

                  (F) Other Indebtedness. Deliver to the Administrative Agent
         (i) a copy of each regular report, notice or communication regarding
         potential or actual defaults (including any accompanying officer's
         certificate) delivered by or on behalf of the Borrower to the holders
         of funded Indebtedness with an aggregate outstanding principal amount
         in excess of $5,000,000 pursuant to the terms of the agreements
         governing such Indebtedness, such delivery to be made at the same time
         and by the same means as such notice of default is delivered to such
         holders, and (ii) a copy of each notice or other communication received
         by the Borrower from the holders of funded Indebtedness with an
         aggregate outstanding principal amount in excess of $5,000,000
         regarding potential or actual defaults pursuant to the terms of such
         Indebtedness, such delivery to be made promptly after such notice or
         other communication is received by the Borrower.

                  (G) Other Reports. Deliver or cause to be delivered to the
         Administrative Agent and the Lenders copies of (i) all financial
         statements, reports and notices, if any, sent or made available
         generally by the Borrower to its securities holders or filed with the
         Commission by the Borrower, and (ii) all notifications received from
         the Commission by the Borrower or its Subsidiaries pursuant to the
         Securities Exchange Act of 1934 and the rules promulgated thereunder.
         Borrower shall include the Administrative Agent and the Lenders on its
         standard distribution lists for all press releases made available
         generally by the Borrower to the public concerning material
         developments in the business of the Borrower or any such Subsidiary.

                  (H) Environmental Notices. As soon as possible and in any
         event within twenty (20) Business Days after receipt by the Borrower, a
         copy of (i) any notice or claim to the effect that the Borrower or any
         of its Subsidiaries is or may be liable to any Person as a result of
         the Release by the Borrower, any of its Subsidiaries, or any other
         Person of any Contaminant into the environment, and (ii) any notice
         alleging any violation of any Environmental, Health or Safety
         Requirements of Law by the Borrower or any of its Subsidiaries if, in
         either case, such notice or claim relates to an event which could
         reasonably be expected to subject the Borrower and each of its
         Subsidiaries to liability individually or in the aggregate in excess of
         two percent (2%) of the Consolidated Tangible Net Worth of the Borrower
         and its Subsidiaries.

                  (I) Other Information. Promptly upon receiving a request
         therefor from the Administrative Agent, prepare and deliver to the
         Administrative Agent and the Lenders such other information with
         respect to the Borrower, any of its Subsidiaries, as from time to time
         may be reasonably requested by the Administrative Agent.

         7.2. Affirmative Covenants.

                  (A) Corporate Existence, Etc. Except as permitted pursuant to
         Section 7.3(I), the Borrower shall, and shall cause each of its
         Subsidiaries to, at all times maintain its valid existence and (to the
         extent such concept applies to such entity) in good standing as a
         corporation, partnership or limited liability company in its
         jurisdiction of incorporation or organization, as the case may be, and
         preserve and keep, or cause to be preserved and kept, in full force and
         effect its rights and franchises material to its businesses.

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                  (B) Corporate Powers; Conduct of Business. The Borrower shall,
         and shall cause each of its Subsidiaries to, qualify and remain
         qualified to do business in each jurisdiction in which the nature of
         its business requires it to be so qualified and where the failure to be
         so qualified will have or could reasonably be expected to have a
         Material Adverse Effect.

                  (C) Compliance with Laws, Etc. The Borrower shall, and shall
         cause its Subsidiaries to, (a) comply with all Requirements of Law and
         all restrictive covenants affecting such Person or the business,
         properties, assets or operations of such Person, and (b) obtain as
         needed all permits necessary for its operations and maintain such
         permits in good standing unless failure to comply with such
         Requirements of Law or such covenants or to obtain or maintain such
         permits could not reasonably be expected to have a Material Adverse
         Effect.

                  (D) Payment of Taxes and Claims; Tax Consolidation. The
         Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all
         material taxes, assessments and other governmental charges imposed upon
         it or on any of its properties or assets or in respect of any of its
         franchises, business, income or property before any penalty or interest
         accrues thereon, and (ii) all claims (including, without limitation,
         claims for labor, services, materials and supplies) for sums which have
         become due and payable and which by law have or may become a Lien
         (other than a Lien permitted by Section 7.3(C)) upon any of the
         Borrower's or such Subsidiary's property or assets, prior to the time
         when any penalty or fine shall be incurred with respect thereto;
         provided, however, that no such taxes, assessments and governmental
         charges referred to in clause (i) above or claims referred to in clause
         (ii) above (and interest, penalties or fines relating thereto) need be
         paid if being contested in good faith by appropriate proceedings
         diligently instituted and conducted and if such reserve or other
         appropriate provision, if any, as shall be required in conformity with
         generally accepted accounting principles as in effect from time to time
         shall have been made therefor.

                  (E) Insurance. The Borrower shall maintain for itself and its
         Subsidiaries, or shall cause each of its Subsidiaries to maintain in
         full force and effect, such insurance policies and programs as reflect
         coverage that is reasonably consistent with prudent industry practice
         for companies operating in the same or similar locations.

                  (F) Inspection of Property; Books and Records; Discussions.
         The Borrower shall permit and cause each of the Borrower's Subsidiaries
         to permit, any authorized representative(s) designated by either the
         Administrative Agent or any Lender to visit and inspect any of the
         properties of the Borrower or any of its Subsidiaries, to examine,
         audit, check and make copies of their respective financial and
         accounting records, books, journals, orders, receipts and any
         correspondence and other data relating to their respective businesses
         or the transactions contemplated hereby (including, without limitation,
         in connection with environmental compliance, hazard or liability), and
         to discuss their affairs, finances and accounts with their officers,
         all upon reasonable notice and at such reasonable times during normal
         business hours, as often as may be reasonably requested. The Borrower
         shall keep and maintain, in all material respects, proper books of
         record and account on a consolidated basis in which entries in
         conformity with generally accepted accounting principles as in effect
         from time to time shall be made of all dealings and transactions in
         relation to their respective businesses and activities. The Borrower
         shall cause each of its Subsidiaries to keep and maintain, in all
         material respects, proper books of record and account. If a Default has

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<PAGE>

         occurred and is continuing, the Borrower, upon the Administrative
         Agent's request, shall provide copies of such records to the
         Administrative Agent or its representatives.

                  (G) ERISA Compliance. The Borrower shall, and shall cause each
         of its Subsidiaries to, establish, maintain and operate all Plans to
         comply in all material respects with the provisions of ERISA and shall
         operate all Plans and Non-ERISA Commitments to comply in all material
         respects with the applicable provisions of the Code, all other
         applicable laws, and the regulations and interpretations thereunder and
         the respective requirements of the governing documents for such Plans
         and Non-ERISA Commitments.

                  (H) Maintenance of Property. The Borrower shall cause all
         material property used in the conduct of its business or the business
         of any Subsidiary to be maintained and kept in adequate condition,
         repair and working order and supplied with all necessary equipment and
         shall cause to be made all necessary repairs, renewals, replacements,
         betterments and improvements thereof, all as in the judgment of the
         Borrower may be necessary so that the business carried on in connection
         therewith may be properly conducted at all times; provided, however,
         that nothing in this Section 7.2(H) shall prevent the Borrower from
         discontinuing the operation or maintenance of any of such property if
         such discontinuance is, in the judgment of the Borrower, desirable in
         the conduct of its business or the business of any Subsidiary.

                  (I) Environmental Compliance. The Borrower and its
         Subsidiaries shall comply with all Environmental, Health or Safety
         Requirements of Law, except where noncompliance will not have or is not
         reasonably likely to subject the Borrower or any of its Subsidiaries to
         liability (which is not covered by undenied indemnification by a
         creditworthy indemnitor), individually or in the aggregate, in excess
         of $5,000,000.

                  (J) Use of Proceeds. The Borrower shall use the proceeds of
         the Revolving Loans finance the Rietschle Acquisition and to provide
         funds for the additional working capital needs and other general
         corporate purposes of the Borrower and its Subsidiaries (including,
         without limitation, to consummate Permitted Acquisitions and to
         refinance existing Indebtedness of the Borrower). The Borrower will
         not, nor will it permit any Subsidiary to, use any of the proceeds of
         the Loans to purchase or carry any Margin Stock.

                  (K) Subsidiary Guarantees. The Borrower will, including in
         connection with a Permitted Acquisition, (a) cause each Domestic
         Incorporated Subsidiary to execute the Subsidiary Guaranty (and from
         and after the Closing Date cause each Domestic Incorporated Subsidiary
         to execute and deliver to the Administrative Agent, as promptly as
         possible, but in any event within sixty (60) days after becoming a
         Domestic Incorporated Subsidiary of the Borrower, an executed
         Supplement to become a Subsidiary Guarantor under the Subsidiary
         Guaranty in the form of Annex I to Exhibit I-2 attached hereto
         (whereupon such Subsidiary shall become a "Subsidiary Guarantor" under
         this Agreement)), and (b) deliver and cause each such Subsidiary to
         deliver corporate resolutions, opinions of counsel, and such other
         corporate documentation as the Administrative Agent may reasonably
         request, all in form and substance reasonably satisfactory to the
         Administrative Agent.

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                  (L) Pledge Agreements.

                           (i) Upon the creation or acquisition of each Foreign
                  Incorporated Subsidiary which is a Material Foreign Subsidiary
                  (including in connection with a Permitted Acquisition), or if
                  necessary to remain in compliance with the terms of Section
                  7.3(O), the Borrower shall or shall cause its applicable
                  parent Domestic Incorporated Subsidiary as promptly as
                  possible (but in any event within sixty (60) days following
                  the creation or acquisition thereof) to (a) execute a Pledge
                  Agreement with respect to sixty-five percent (65%) of the
                  Capital Stock of such Foreign Incorporated Subsidiary, and (b)
                  deliver and cause each such parent Domestic Incorporated
                  Subsidiary and Foreign Incorporated Subsidiary to deliver
                  corporate resolutions, opinions of counsel, stock
                  certificates, stock powers and such other corporate
                  documentation as the Administrative Agent (or the Collateral
                  Agent acting on behalf of the Administrative Agent and the
                  Purchasers) may reasonably request, all in form and substance
                  reasonably satisfactory to the Administrative Agent and the
                  Required Lenders; provided, however, that in the event that
                  more than one Subsidiary within a commonly controlled group of
                  Subsidiaries constitutes a Foreign Incorporated Subsidiary
                  required to be pledge hereunder, then only the capital stock
                  of the "parent" or "controlling" Subsidiary shall be required
                  to be pledged hereunder.

                           (ii) If any consolidated Subsidiary of the Borrower
                  (other than a new Subsidiary to the extent addressed in
                  Section 7.2(L)(i)) becomes a Material Foreign Subsidiary, the
                  Borrower shall or shall cause its applicable parent Domestic
                  Incorporated Subsidiary as promptly as possible (but in any
                  event within sixty (60) days following the dated on which such
                  Subsidiary becomes a Material Foreign Subsidiary) to (a)
                  execute a Pledge Agreement with respect to sixty-five percent
                  (65%) of the Capital Stock of such Material Foreign
                  Subsidiary, and (b) deliver and cause each such parent
                  Domestic Incorporated Subsidiary and Material Foreign
                  Subsidiary to deliver corporate resolutions, opinions of
                  counsel, stock certificates, stock powers and such other
                  corporate documentation as the Administrative Agent (or the
                  Collateral Agent acting on behalf of the Administrative Agent
                  and the Purchasers) may reasonably request, all in form and
                  substance reasonably satisfactory to the Administrative Agent
                  and the Required Lenders; provided, however, that in the event
                  that more than one Subsidiary within a commonly controlled
                  group of Subsidiaries constitutes a Material Foreign
                  Subsidiary, then only the capital stock of the "parent" or
                  "controlling" Subsidiary shall be required to be pledged
                  hereunder.

                           (iii) If at any time an Authorized Officer of the
                  Borrower has actual knowledge that the aggregate assets of all
                  of the Borrower's Foreign Incorporated Subsidiaries whose
                  Capital Stock is not pledged in favor of the Administrative
                  Agent (or in favor of the Collateral Agent on behalf of the
                  Administrative Agent and the Purchasers) pursuant to a Pledge
                  Agreement exceed twenty-five percent (25%) of Consolidated
                  Assets of the Borrower and its consolidated Subsidiaries or
                  twenty-five percent (25%) of EBITDA of the Borrower and its
                  consolidated Subsidiaries, as calculated by the Borrower, the
                  Borrower shall or shall cause sufficient Domestic Incorporated
                  Subsidiaries (to the extent necessary to reduce such aggregate
                  assets to or below twenty-five percent (25%) of such
                  Consolidated Assets or EBITDA, as applicable), as promptly as
                  possible (but in any event within sixty (60) days following
                  initial date on which such aggregate assets exceed twenty-five
                  percent (25%) of Consolidated Assets or EBITDA, as

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                  applicable), to (a) execute a Pledge Agreement with respect to
                  sixty-five percent (65%) of the Capital Stock of such Foreign
                  Incorporated Subsidiary, and (b) deliver and cause each such
                  Domestic Incorporated Subsidiary and Foreign Incorporated
                  Subsidiary to deliver corporate resolutions, opinions of
                  counsel, stock certificates, stock powers and such other
                  corporate documentation as the Administrative Agent (or the
                  Collateral Agent acting on behalf of the Administrative Agent
                  and the Purchasers) may reasonably request, all in form and
                  substance reasonably satisfactory to the Administrative Agent
                  and the Required Lenders; provided, however, that in the event
                  that more than one Subsidiary within a commonly controlled
                  group of Subsidiaries constitutes a Foreign Incorporated
                  Subsidiary required to be pledged hereunder, then only the
                  capital stock of the "parent" or "controlling" Subsidiary
                  shall be required to be pledged hereunder.

                           (iv) Notwithstanding the foregoing, (a) no Pledge
                  Agreement shall be required hereunder to the extent (1) the
                  pledge thereunder is prohibited by applicable law or (2) the
                  Administrative Agent and the Required Lenders or the
                  Collateral Agent or their respective counsel reasonably
                  determine that such pledge would not provide material
                  collateral for the benefit of the Holders of Secured
                  Obligations pursuant to legally valid, binding and enforceable
                  Pledge Agreements and (b) with respect to the pledge of
                  Capital Stock in Material Foreign Subsidiaries in existence on
                  the date hereof (including without limitation TIWR Netherlands
                  Holdings C.V.), no such relevant Pledge Agreement is required
                  to be delivered hereunder until 30 days after the Closing Date
                  (it being understood and agreed that the failure to deliver
                  such Pledge Agreements by the date which is 30 days after the
                  Closing Date shall constitute a Default hereunder).

         (M) Post-Closing Deliveries.

                  With respect to Blue Grass Holdings, Inc., a Nevada
         corporation, Thomas Imports, Inc., a Nevada corporation and Rietschle,
         Inc., a Maryland corporation (collectively, the "NON-DELAWARE GROUP"),
         the Borrower hereby covenants and agrees to deliver, by no later than
         30 days after the Closing Date, to the Administrative Agent, with
         sufficient copies for the Lenders, all in form substance satisfactory
         to the Administrative Agent and the Lenders:

                  (1) Copies of the Certificate of Incorporation (or other
         comparable constituent document) of each member of the Non-Delaware
         Group, together with all amendments and a certificate of good standing,
         both certified by the appropriate governmental officer in its
         jurisdiction of incorporation;

                  (2) Copies, certified by the Secretary or Assistant Secretary
         of each member of the Non-Delaware Group, of its By-Laws (or other
         comparable governing document) and of its Board of Directors'
         resolutions (and resolutions of other bodies, if any are deemed
         necessary by counsel for any Lender) authorizing the execution of the
         Loan Documents; and

                  (3) An incumbency certificate, executed by the Secretary or
         Assistant Secretary of each member of the Non-Delaware Group, which
         shall identify by name and title and bear the signature of the officers
         of the members of the Non-Delaware Group authorized to sign the Loan

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         Documents, upon which certificate the Lenders shall be entitled to rely
         until informed of any change in writing by the Borrower.

         The parties hereto acknowledge and agree that the failure to deliver
         the instruments and documents required under this Section 7.2(M) by the
         date which is 30 days after the Closing Date shall constitute a Default
         hereunder.

         7.3. Negative Covenants.

                  (A) Indebtedness. Neither the Borrower nor any of its
         Subsidiaries shall directly or indirectly create, incur, assume or
         otherwise become or remain directly or indirectly liable with respect
         to any Indebtedness, except:

                           (i) the Obligations;

                           (ii) Permitted Existing Indebtedness and Permitted
                  Refinancing Indebtedness;

                           (iii) Indebtedness in respect of obligations secured
                  by Customary Permitted Liens;

                           (iv) Indebtedness constituting Contingent Obligations
                  permitted by Section 7.3(E);

                           (v) Indebtedness arising from intercompany loans and
                  advances; provided, that if any Borrower or Subsidiary
                  Guarantor is the obligor on such Indebtedness, such
                  Indebtedness shall be expressly subordinate to the payment in
                  full in cash of the Obligations;

                           (vi) Indebtedness in respect of Hedging Obligations
                  permitted under Section 7.3(P);

                           (vii) Indebtedness with respect to surety, appeal and
                  performance bonds obtained by the Borrower or any of its
                  Subsidiaries in the ordinary course of business;

                           (viii) Indebtedness evidenced by the Senior Notes
                  (including any Indebtedness of the Subsidiary Guarantors
                  arising under a guaranty of the Senior Notes); and

                           (ix) other Indebtedness in addition to that referred
                  to elsewhere in this Section 7.3(A) incurred by the Borrower
                  and its consolidated Subsidiaries; provided that no Default or
                  Unmatured Default shall have occurred and be continuing at the
                  date of such incurrence or would result therefrom; and
                  provided further that the aggregate outstanding amount of all
                  Indebtedness incurred by the Borrower's Subsidiaries (other
                  than Indebtedness incurred pursuant to clauses (i), (ii),
                  (iii), (iv), (v), (vi), (vii) and (viii) of this Section
                  7.3(A)) shall not at any time exceed $15,000,000.

                  (B) Sales of Assets. Neither the Borrower nor any of its
         Subsidiaries shall consummate any Asset Sale, except:

                           (i) transfers of assets between the Borrower and any
                  wholly-owned Subsidiary of the Borrower or between
                  wholly-owned Subsidiaries of the Borrower not otherwise
                  prohibited by this Agreement;

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                           (ii) transfers of assets arising out of the closing
                  and termination of the plant and operations of the Bororwer
                  and its Subsidiaries located in Sirnach, Switzerland; and

                           (iii) sales, assignments, transfers, leases,
                  conveyances or other dispositions of other assets if such
                  transaction (a) is for not less than fair market value (as
                  determined in good faith by the Borrower's management or board
                  of directors) and (b) when combined with all such other
                  transactions (each such transaction being valued at book
                  value) during the immediately preceding twelve-month period,
                  represents the disposition of assets that generated not
                  greater than fifteen percent (15%) of the EBITDA of the
                  Borrower and its consolidated Subsidiaries in the fiscal year
                  immediately preceding that in which such transaction is
                  proposed to be entered into; provided, however, that
                  notwithstanding the foregoing, at no time shall the aggregate
                  amount of non-cash consideration received during the
                  immediately preceding twelve-month period with respect to the
                  transactions permitted under this clause (iii) exceed five
                  percent (5%) of the Consolidated Tangible Net Worth of the
                  Borrower and its Subsidiaries.

                  (C) Liens. Neither the Borrower nor any of its Subsidiaries
         shall directly or indirectly create, incur, assume or permit to exist
         any Lien on or with respect to any of their respective property or
         assets except:

                           (i) Liens created by the Loan Documents or otherwise
                  securing the Secured Obligations;

                           (ii) Permitted Existing Liens;

                           (iii) Customary Permitted Liens;

                           (iv) purchase money Liens (including the interest of
                  a lessor under a Capitalized Lease and Liens to which any
                  property is subject at the time of the Borrower's acquisition
                  thereof) securing Indebtedness permitted pursuant to Section
                  7.3(A); provided that such Liens shall not apply to any
                  property of the Borrower or its Subsidiaries other than that
                  purchased or subject to such Capitalized Lease;

                           (v) Liens with respect to property acquired by the
                  Borrower or any of its Subsidiaries after the Closing Date
                  (and not created in contemplation of such acquisition)
                  pursuant to a Permitted Acquisition; provided, that such Liens
                  shall extend only to the property so acquired;

                           (vi) Liens arising under or in connection with the
                  Senior Notes and the Note Agreement which are pari passu to
                  the Liens securing the Secured Obligations to the extent that
                  the collateral securing such Liens also secures the Secured
                  Obligations; and

                           (vii) other Liens securing Indebtedness not to exceed
                  $1,000,000 in the aggregate.

In addition, neither the Borrower nor any of its Subsidiaries shall become a
party to any agreement, note, indenture or other instrument, or take any other
action, which would prohibit the creation of a Lien on any of its properties or

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other assets in favor of the Administrative Agent for the benefit of itself and
the Holders of Secured Obligations, as collateral for the Secured Obligations;
provided, further, that the Note Agreement in connection with the Senior Notes
may prohibit the creation of a Lien in favor of the Administrative Agent for the
benefit of itself and the Holders of Secured Obligations, as collateral for the
Secured Obligations unless the Purchasers shall be provided with an equal and
ratable Lien.

                  (D) Investments. Except to the extent permitted pursuant to
         paragraph (G) below, neither the Borrower nor any of its Subsidiaries
         shall directly or indirectly make or own any Investment except:

                           (i) Investments in cash and Cash Equivalents;

                           (ii) Permitted Existing Investments in an amount not
                  greater than the amount thereof on the Closing Date;

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

                           (iv) Investments consisting of deposit accounts
                  maintained by the Borrower and its Subsidiaries;

                           (v) Investments in any Guarantors and in Foreign
                  Incorporated Subsidiaries the Capital Stock of which is
                  subject to a Pledge Agreement;

                           (vi) Investments constituting Permitted Acquisitions;

                           (vii) Investments constituting Indebtedness permitted
                  by Section 7.3(A) or Contingent Obligations permitted by
                  Section 7.3(E) or Restricted Payments permitted by Section
                  7.3(F) or Capital Expenditures permitted by Section 7.4(E);

                           (viii) Investments consisting of any right of the
                  Borrower or its wholly-owned Domestic Incorporated
                  Subsidiaries to payment for goods sold or for services
                  rendered, whether or not it has been earned by performance;
                  and

                           (ix) Investments in addition to those referred to
                  elsewhere in this Section 7.3(D) in an aggregate amount not to
                  exceed $1,000,000 at any time oustanding.

                  (E) Contingent Obligations. Neither the Borrower nor any of
         its Subsidiaries shall directly or indirectly create or become or be
         liable with respect to any Contingent Obligation, except: (i) recourse
         obligations resulting from endorsement of negotiable instruments for
         collection in the ordinary course of business; (ii) Permitted Existing
         Contingent Obligations; (iii) obligations, warranties, guarantees and
         indemnities, not relating to Indebtedness of any Person, which have
         been or are undertaken or made in the ordinary course of business and
         not for the benefit of or in favor of an Affiliate of the Borrower or
         such Subsidiary (including without limitation guarantees of operating

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         lease obligations of Subsidiaries owing to third party lessors); (iv)
         Contingent Obligations with respect to surety, appeal and performance
         bonds obtained by the Borrower or any Subsidiary in the ordinary course
         of business, (v) Contingent Obligations of (a) the Subsidiary
         Guarantors under the Subsidiary Guaranty, (b) of the Borrower under the
         Parent Guaranty or any other guaranty of the obligations of an
         Alternate Currency Borrower or (c) of the Alternate Currency Borrowers
         under the Alternate Currency Guaranty Documentation, (vi) Contingent
         Obligations of the Subsidiary Guarantors under any guaranty of the
         Indebtedness evidencing the Senior Notes and the Note Agreement, (vii)
         obligations arising under or related to the Loan Documents and (viii)
         Contingent Obligations in respect of representations and warranties
         customarily given in respect of Asset Sales otherwise permitted
         hereunder.

                  (F) Restricted Payments. The Borrower shall not declare or
         make any Restricted Payment if either a Default or an Unmatured Default
         shall have occurred and be continuing at the date of declaration or
         payment thereof or would result therefrom.

                  (G) Conduct of Business; Subsidiaries; Acquisitions. Neither
         the Borrower nor any of its Subsidiaries shall engage in any business
         other than the businesses engaged in by the Borrower on the date hereof
         and any business or activities which are reasonably similar, related or
         incidental thereto or logical extensions thereof. The Borrower shall
         not create, acquire or capitalize any Subsidiary after the date hereof
         unless (i) no Default or Unmatured Default which is not being cured
         shall have occurred and be continuing or would result therefrom; (ii)
         after such creation, acquisition or capitalization, all of the
         representations and warranties contained herein shall be true and
         correct in all material respects (unless such representation and
         warranty is made as of a specific date, in which case, such
         representation or warranty shall be true in all material respects as of
         such date); and (iii) after such creation, acquisition or
         capitalization the Borrower shall be in compliance with the terms of
         Section 7.2(K) and (L) and Section 7.3(O). The Borrower shall not make
         any Acquisitions, other than Acquisitions meeting the following
         requirements or otherwise approved by the Required Lenders (each such
         Acquisition constituting a "PERMITTED ACQUISITION"):

                           (i) no Default or Unmatured Default shall have
                  occurred and be continuing or would result from such
                  Acquisition or the incurrence of any Indebtedness in
                  connection therewith;

                           (ii) the purchase is consummated pursuant to a
                  negotiated acquisition agreement on a non-hostile basis;

                           (iii) prior to each such Acquisition, the Borrower
                  shall deliver to the Administrative Agent and the Lenders a
                  certificate from one of the Authorized Officers, demonstrating
                  to the reasonable satisfaction of the Administrative Agent
                  that after giving effect to such Acquisition and the
                  incurrence of any Indebtedness permitted by Section 7.3(A) in
                  connection therewith, on a pro forma basis using, for any
                  Acquisition, historical financial statements containing
                  reasonable adjustments satisfactory to the Administrative
                  Agent, as if the Acquisition and such incurrence of
                  Indebtedness had occurred on the first day of the twelve-month
                  period ending on the last day of the Borrower's most recently
                  completed fiscal quarter, the Borrower would have been in
                  compliance with the financial covenants in Section 7.4 and not
                  otherwise in Default;

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                           (iv) (A) the aggregate purchase price of all such
                  Acquisitions consummated into subsequent to the Closing Date
                  and prior to January 1, 2004 does not exceed $10,000,000 and
                  (B) for all Acquisitions consummated on or after January 1,
                  2004, the aggregate purchase price for all Acquisitions
                  entered into in any one fiscal year does not exceed
                  $30,000,000 (provided however that, for purposes of this
                  Section 7.3(G)(iv)(B), the aggregate purchase price payable in
                  cash or indebtedness in connection with all Acquisitions
                  consummated in any one fiscal year shall not exceed
                  $20,000,000); and

                           (v) the businesses being acquired shall be reasonably
                  similar, related or incidental to, or a logical extension of,
                  the businesses or activities engaged in by the Borrower on the
                  Closing Date.

                  (H) Transactions with Shareholders and Affiliates. Neither the
         Borrower nor any of its Subsidiaries shall directly or indirectly enter
         into or permit to exist any transaction (including, without limitation,
         the purchase, sale, lease or exchange of any property or the rendering
         of any service) with any holder or holders of any of the Equity
         Interests of the Borrower, or with any Affiliate of the Borrower, on
         terms that are (a) not authorized by the Board of Directors or (b) less
         favorable to the Borrower or any of its Subsidiaries, as applicable,
         than those that might be obtained in an arm's length transaction at the
         time from Persons who are not such a holder or Affiliate, except for
         (i) Restricted Payments permitted by Section 7.3(F), (ii) Investments
         permitted by Section 7.3(D), (iii) transactions in the ordinary course
         of business and pursuant to the reasonable requirements of the
         Borrower's or such Subsidiary's business and (iv) loans and advances to
         employees in the ordinary course of business and in amounts consistent
         with practice in effect prior to the Closing Date.

                  (I) Restriction on Fundamental Changes. Neither the Borrower
         nor any of its Subsidiaries shall enter into any merger or
         consolidation, or liquidate, wind-up or dissolve (or suffer any
         liquidation or dissolution), or convey, lease, sell, transfer or
         otherwise dispose of, in one transaction or series of transactions, all
         or substantially all of the Borrower's consolidated business or
         property, whether now or hereafter acquired, except (i) transactions
         permitted under Sections 7.3(B), 7.3(D) or 7.3(G) and, (ii) a
         Subsidiary of the Borrower may be merged into or consolidated with the
         Borrower (in which case the Borrower shall be the surviving
         corporation) or any wholly-owned Subsidiary of the Borrower, and (iii)
         any liquidation of any Subsidiary of the Borrower into the Borrower or
         another Subsidiary of the Borrower, as applicable.

                  (J) Margin Regulations. Neither the Borrower nor any of its
         Subsidiaries, shall use all or any portion of the proceeds of any
         credit extended under this Agreement to purchase or carry Margin Stock.

                  (K) ERISA. The Borrower shall not:

                           (i) permit to exist any accumulated funding
                  deficiency (as defined in Sections 302 of ERISA and 412 of the
                  Code), with respect to any Benefit Plan, whether or not
                  waived;

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                           (ii) terminate, or permit any Controlled Group member
                  to terminate, any Benefit Plan which would result in liability
                  of the Borrower or any Controlled Group member under Title IV
                  of ERISA;

                           (iii) fail, or permit any Controlled Group member to
                  fail, to pay any required installment or any other payment
                  required under Section 412 of the Code on or before the due
                  date for such installment or other payment; or

                           (iv) permit any unfunded liabilities with respect to
                  any Foreign Pension Plan;

except where such transactions, events, circumstances, or failures are not,
individually or in the aggregate, reasonably expected to result in liability
individually or in the aggregate in excess of $10,000,000.

                  (L) Subsidiary Covenants. The Borrower will not, and will not
         permit any Subsidiary to, create or otherwise cause to become effective
         any consensual encumbrance or restriction of any kind on the ability of
         any Subsidiary to pay dividends or make any other distribution on its
         stock, or make any other Restricted Payment, pay any Indebtedness or
         other Obligation owed to the Borrower or any other Subsidiary, make
         loans or advances or other Investments in the Borrower or any other
         Subsidiary, or sell, transfer or otherwise convey any of its property
         to the Borrower or any other Subsidiary other than pursuant to (i)
         applicable law, (ii) this Agreement or the other Loan Documents or
         (iii) restrictions imposed by the holder of a Lien permitted by Section
         7.3(C).

                  (M) Hedging Obligations. The Borrower shall not and shall not
         permit any of its Subsidiaries to enter into any interest rate,
         commodity or foreign currency exchange, swap, collar, cap or similar
         agreements evidencing Hedging Obligations, other than interest rate,
         foreign currency or commodity exchange, swap, collar, cap or similar
         agreements entered into by the Borrower pursuant to which the Borrower
         has hedged its reasonably estimated interest rate, foreign currency or
         commodity exposure, which are non-speculative in nature. Such permitted
         hedging agreements entered into by the Borrower and any Lender or any
         affiliate of any Lender are sometimes referred to herein as "HEDGING
         AGREEMENTS."

                  (N) Issuance of Disqualified Stock. From and after the Closing
         Date, neither the Borrower, nor any of its Subsidiaries shall issue any
         Disqualified Stock unless after giving effect to the next sentence,
         such Disqualified Stock and Indebtedness issued under Section 7.1(F)
         does not exceed the limitation in Section 7.1(F). All issued and
         outstanding Disqualified Stock shall be treated as Indebtedness for all
         purposes of this Agreement (and as funded Indebtedness for purposes of
         Section 7.1(F)), and the amount of such deemed Indebtedness shall be
         the aggregate amount of the liquidation preference of such Disqualified
         Stock.

                  (O) Non-Pledged Subsidiaries. The Borrower will not at any
         time after sixty (60) days following the date on which the threshold
         below is exceeded, permit the aggregate assets of all of the Material
         Foreign Subsidiaries in connection with which the Administrative Agent
         (or the Collateral Agent acting on behalf of the Administrative Agent
         and the Purchasers) has not received a Pledge Agreement (or Pledge
         Agreement with respect to its parent corporation) to exceed either (i)
         twenty-five percent (25%) of Consolidated Assets of the Borrower and

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         its consolidated Subsidiaries or (ii) twenty-five percent (25%) of
         EBITDA of the Borrower and its consolidated Subsidiaries.

                  (P) Other Indebtedness. The Borrower shall not amend, modify
         or supplement, or permit any Subsidiary to amend, modify or supplement
         (or consent to any amendment, modification or supplement of), any
         document, agreement or instrument evidencing the Senior Notes (or any
         replacements, substitutions or renewals thereof) or pursuant to which
         the Senior Notes are issued (including the Note Agreement) where such
         amendment, modification or supplement provides for the following or
         which has any of the following effects:

                           (i) increases the overall principal amount of any
                  such Indebtedness or increases the amount of any single
                  scheduled installment of principal or interest;

                           (ii) shortens or accelerates the date upon which any
                  installment of principal or interest becomes due or adds any
                  additional mandatory redemption provisions;

                           (iii) shortens the final maturity date of such
                  Indebtedness or otherwise accelerates the amortization
                  schedule with respect to such Indebtedness;

                           (iv) increases the rate of interest accruing on such
                  Indebtedness;

                           (v) provides for the payment of additional fees or
                  increases existing fees;

                           (vi) amends or modifies any financial or negative
                  covenant (or covenant which prohibits or restricts the
                  Borrower or any of its Subsidiaries from taking certain
                  actions) in a manner which is more onerous or more restrictive
                  in any material respect to the Borrower or such Subsidiary or
                  which is otherwise materially adverse to the Borrower, its
                  Subsidiaries and/or the Lenders or, in the case of adding
                  covenants, which places material additional restrictions on
                  the Borrower or such Subsidiary or which requires the Borrower
                  or such Subsidiary to comply with more restrictive financial
                  ratios or which requires the Borrower to better its financial
                  performance from that set forth in the existing financial
                  covenants (taking into account the aggregate adjustments, if
                  any, to the thresholds and exceptions applicable thereto on a
                  covenant by covenant basis); or

                           (vii) amends, modifies or adds any affirmative
                  covenant in a manner which, when taken as a whole, is
                  materially adverse to the Borrower, its Subsidiaries and/or
                  the Lenders.

         7.4. Financial Covenants. The Borrower shall comply with the following:

                  (A) Minimum Debt Service Coverage Ratio. The Borrower and its
         consolidated Subsidiaries shall maintain a ratio ("DEBT SERVICE
         COVERAGE RATIO") of:

                           (i) EBITDA during such period to

                           (ii) the sum of the amounts of (a) Interest Expense
                  during such period plus (b) payments of principal on
                  Indebtedness (including payments of Capitalized Lease
                  Obligations other than the interest component thereof) during
                  such period which shall not be less than 3.00 to 1.00 for each

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                  four (4) fiscal quarter period of the Borrower beginning with
                  the four (4) fiscal quarter period ending on December 31,
                  2002.

In each case, the Debt Service Coverage Ratio shall be determined as of the last
day of each fiscal quarter for the four (4) fiscal quarter period ending on such
day (the "LAST TWELVE-MONTH PERIOD"), calculated, with respect to Permitted
Acquisitions, on a pro forma basis using historical financial statements
containing reasonable adjustments satisfactory to the Administrative Agent,
broken down by fiscal quarter in the Borrower's reasonable judgment.

                  (B) Maximum Leverage Ratio. The Borrower and its consolidated
         Subsidiaries shall not permit the ratio (the "LEVERAGE RATIO") of (i)
         Indebtedness of the Borrower and its consolidated Subsidiaries) to (ii)
         EBITDA to be greater than 2.75 to 1.00 for each four (4) fiscal quarter
         period of the Borrower beginning with the fiscal quarter ending
         September 30, 2002 through and including the fiscal quarter ending
         September 30, 2003 and 2.50 to 1.00 for each four (4) fiscal quarter
         period thereafter.

The Leverage Ratio shall be calculated, in each case, determined as of the last
day of each fiscal quarter of the Borrower based upon (a) for Indebtedness,
Indebtedness as of the last day of each such fiscal quarter; and (b) for EBITDA,
the actual amount for Last Twelve-Month Period, provided, that the Leverage
Ratio shall be calculated, with respect to Permitted Acquisitions, on a pro
forma basis using historical financial statements and containing reasonable
adjustments satisfactory to the Administrative Agent, broken down by fiscal
quarter in the Borrower's reasonable judgment.

                  (C) Minimum Consolidated Tangible Net Worth. The Borrower
         shall not permit its Consolidated Tangible Net Worth at any time to be
         less than the sum of (a) $170,000,000 (the "BASE AMOUNT") plus (b)
         fifty percent (50%) of Net Income (if positive) calculated separately
         for each fiscal quarter commencing with the fiscal quarter ending on
         September 30, 2002, plus (c) one hundred percent (100%) of the net cash
         proceeds resulting from the issuance by the Borrower of any Capital
         Stock, other than shares of Capital Stock issued pursuant to employee
         stock option or ownership plans; provided that (i) the Rietschle Charge
         and (ii) the effect of adjustments (not in excess of the Maximum
         Adjustment Amount) in the cumulative foreign currency translation
         account of the Borrower and its Subsidiaries, shall in each case be
         excluded in calculating the Borrower's Consolidated Tangible Net Worth.
         For purposes of this Section 7.4(C), "MAXIMUM ADJUSTMENT AMOUNT" means
         10% of the Base Amount.

                  (D) Capital Expenditures. The Borrower will not, nor will it
         permit any Subsidiary to expend for Capital Expenditures in the
         acquisition of fixed assets in any fiscal year, in an aggregate amount
         in excess of $20,000,000 for the Borrower and its consolidated
         Subsidiaries.

                             ARTICLE VIII: DEFAULTS

         8.1. Defaults. Each of the following occurrences shall constitute a
Default under this Agreement:

                  (A) Failure to Make Payments When Due. The Borrower or any
         Alternate Currency Borrower shall (i) fail to pay when due any of the
         Obligations consisting of principal with respect to the Loans or (ii)

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         shall fail to pay within five (5) Business Days of the date when due
         any of the other Obligations under this Agreement or the other Loan
         Documents.

                  (B) Breach of Certain Covenants. The Borrower shall fail duly
         and punctually to perform or observe any agreement, covenant or
         obligation binding on the Borrower under:

                           (i) Sections 7.1 or 7.2 and such failure shall
                  continue unremedied for twenty (20) Business Days, or

                           (ii) Sections 7.3 or 7.4.

                  (C) Breach of Representation or Warranty. Any representation
         or warranty made or deemed made by the Borrower or any Alternate
         Currency Borrower to the Administrative Agent or any Lender herein or
         by the Borrower or any Alternate Currency Borrower or any of their
         Subsidiaries in any of the other Loan Documents or in any statement or
         certificate at any time given by any such Person pursuant to any of the
         Loan Documents shall be false or misleading in any material respect on
         the date as of which made (or deemed made).

                  (D) Other Defaults. The Borrower or any Alternate Currency
         Borrower shall default in the performance of or compliance with any
         term contained in this Agreement (other than as covered by paragraphs
         (A) or (B) of this Section 8.1), or the Borrower or any Alternate
         Currency Borrower or any of their Subsidiaries shall default in the
         performance of or compliance with any term contained in any of the
         other Loan Documents, and such default shall continue for thirty (30)
         days after the occurrence thereof.

                  (E) Default as to Other Indebtedness. The Borrower or any of
         its Subsidiaries shall fail to make any payment when due (whether by
         scheduled maturity, required prepayment, acceleration, demand or
         otherwise) with respect to any Indebtedness (other than Indebtedness
         hereunder, but including, without limitation, Disqualified Stock),
         beyond any period of grace provided with respect thereto, which
         individually or together with other such Indebtedness as to which any
         such failure exists has an aggregate outstanding principal amount in
         excess of $5,000,000; or any breach, default or event of default shall
         occur, or any other condition shall exist under any instrument,
         agreement or indenture pertaining to any such Indebtedness having such
         aggregate outstanding principal amount, beyond any period of grace, if
         any, provided with respect thereto, if the effect thereof is to cause
         an acceleration, mandatory redemption, a requirement that the Borrower
         offer to purchase such Indebtedness or other required repurchase of
         such Indebtedness, or permit the holder(s) of such Indebtedness to
         accelerate the maturity of any such Indebtedness or require a
         redemption or other repurchase of such Indebtedness; or any such
         Indebtedness shall be otherwise declared to be due and payable (by
         acceleration or otherwise) or required to be prepaid, redeemed or
         otherwise repurchased by the Borrower or any of its Subsidiaries (other
         than by a regularly scheduled required prepayment) prior to the stated
         maturity thereof.

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                  (F) Involuntary Bankruptcy; Appointment of Receiver, Etc.

                           (i) An involuntary case shall be commenced against
                  the Borrower or any of the Borrower's Subsidiaries and the
                  petition shall not be dismissed, stayed, bonded or discharged
                  within sixty (60) days after commencement of the case; or a
                  court having jurisdiction in the premises shall enter a decree
                  or order for relief in respect of the Borrower or any of the
                  Borrower's Subsidiaries in an involuntary case, under any
                  applicable bankruptcy, insolvency or other similar law now or
                  hereinafter in effect; or any other similar relief shall be
                  granted under any applicable federal, state, local or foreign
                  law.

                           (ii) A decree or order of a court having jurisdiction
                  in the premises for the appointment of a receiver, liquidator,
                  sequestrator, trustee, custodian or other officer having
                  similar powers over the Borrower or any of the Borrower's
                  Subsidiaries or over all or a substantial part of the property
                  of the Borrower or any of the Borrower's Subsidiaries shall be
                  entered; or an interim receiver, trustee or other custodian of
                  the Borrower or any of the Borrower's Subsidiaries or of all
                  or a substantial part of the property of the Borrower or any
                  of the Borrower's Subsidiaries shall be appointed or a warrant
                  of attachment, execution or similar process against any
                  substantial part of the property of the Borrower or any of the
                  Borrower's Subsidiaries shall be issued and any such event
                  shall not be stayed, dismissed, bonded or discharged within
                  sixty (60) days after entry, appointment or issuance.

                  (G) Voluntary Bankruptcy; Appointment of Receiver, Etc. The
         Borrower or any of the Borrower's Subsidiaries shall (i) commence a
         voluntary case under any applicable bankruptcy, insolvency or other
         similar law now or hereafter in effect, (ii) consent to the entry of an
         order for relief in an involuntary case, or to the conversion of an
         involuntary case to a voluntary case, under any such law, (iii) consent
         to the appointment of or taking possession by a receiver, trustee or
         other custodian for all or a substantial part of its property, (iv)
         make any assignment for the benefit of creditors or (v) take any
         corporate action to authorize any of the foregoing.

                  (H) Judgments and Attachments. Any money judgment(s) (other
         than a money judgment covered by insurance as to which the applicable
         insurance company has not disclaimed or reserved the right to disclaim
         coverage), writ or warrant of attachment, or similar process against
         the Borrower or any of its Subsidiaries or any of their respective
         assets involving in any single case or in the aggregate an amount in
         excess of two percent (2%) of the Consolidated Tangible Net Worth of
         the Borrower and its Subsidiaries is or are entered and shall remain
         undischarged, unvacated, unbonded or unstayed for a period of sixty
         (60) days or in any event later than fifteen (15) days prior to the
         date of any proposed sale thereunder.

                  (I) Dissolution. Any order, judgment or decree shall be
         entered against any Borrower decreeing its involuntary dissolution or
         split up and such order shall remain undischarged and unstayed for a
         period in excess of sixty (60) days; or any Borrower shall otherwise
         dissolve or cease to exist except as specifically permitted by this
         Agreement.

                  (J) Loan Documents. At any time, for any reason, any Loan
         Document as a whole that materially affects the ability of the
         Administrative Agent, or any of the Lenders to enforce the Obligations
         or ceases to be in full force and effect or the Borrower or any of the
         Borrower's Subsidiaries party thereto seek to repudiate their
         respective obligations thereunder.

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                  (K) Termination Event. Any Termination Event occurs which the
         Required Lenders believe is reasonably likely to subject either the
         Borrower or any member of its Controlled Group to liability in excess
         of two percent (2%) of the Consolidated Tangible Net Worth of the
         Borrower and its Subsidiaries.

                  (L) Waiver of Minimum Funding Standard. If the plan
         administrator of any Plan applies under Section 412(d) of the Code for
         a waiver of the minimum funding standards of Section 412(a) of the Code
         and any Lender believes the substantial business hardship upon which
         the application for the waiver is based could reasonably be expected to
         subject either the Borrower or any Controlled Group member to liability
         in excess of two percent (2%) of the Consolidated Tangible Net Worth of
         the Borrower and its Subsidiaries.

                  (M) Change of Control. A Change of Control shall occur.

                  (N) Hedging Agreements. Nonpayment by the Borrower of any
         obligation under any Hedging Agreement which nonpayment continues for 5
         days or the breach by the Borrower of any term, provision or condition
         contained in any such Hedging Agreement which breach continues for 30
         days.

                  (O) Environmental Matters. The Borrower or any of its
         Subsidiaries shall be the subject of any proceeding or investigation
         pertaining to (i) the Release by the Borrower or any of its
         Subsidiaries of any Contaminant into the environment, (ii) the
         liability of the Borrower or any of its Subsidiaries arising from the
         Release by any other Person of any Contaminant into the environment, or
         (iii) any violation of any Environmental, Health or Safety Requirements
         of Law which by the Borrower or any of its Subsidiaries, which, in any
         case, has or is reasonably likely to subject the Borrower to
         liability(which is not covered by undenied indemnification by a
         creditworthy indemnitor) in excess of two percent (2%) of the
         Consolidated Tangible Net Worth of the Borrower and its Subsidiaries.

                  (P) Guarantor Revocation. Any guarantor of the Obligations
         shall terminate or revoke any of its obligations under the applicable
         Guaranty or breach any of the material terms of such Guaranty.

                  (Q) Collateral Documents. Any of the following shall occur:
         (i) any Collateral Document shall for any reason fail to create a valid
         and perfected first priority security interest in any collateral
         purported to be covered thereby, except as permitted by the terms of
         the applicable Collateral Document, (ii) any Collateral Document shall
         fail to remain in full force or effect, (iii) any action shall be taken
         to discontinue or to assert the invalidity or unenforceability of any
         Collateral Document, or (iv) the Borrower shall fail to comply with any
         of the terms or provisions of any Collateral Document.

         A Default shall be deemed "continuing" until cured or until waived in
writing in accordance with Section 9.3.


<PAGE>

 ARTICLE IX: ACCELERATION, DEFAULTING LENDERS; WAIVERS, AMENDMENTS AND REMEDIES

         9.1. Termination of Revolving Loan Commitments; Acceleration. If any
Default described in Section 8.1(F) or 8.1(G) occurs with respect to any
Borrower, the obligations of the Lenders to make Loans (including, without
limitation, Alternate Currency Loans) hereunder and the obligation of any
Issuing Banks to issue Letters of Credit hereunder shall automatically terminate
and the Obligations shall immediately become due and payable without any
election or action on the part of the Administrative Agent or any Lender. If any
other Default occurs, the Required Lenders may terminate or suspend the
obligations of the Lenders to make Loans (including, without limitation,
Alternate Currency Loans) hereunder and the obligation of the Issuing Banks to
issue Letters of Credit hereunder, or declare the Obligations to be due and
payable, or both, whereupon the Obligations shall become immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which each Borrower expressly waives.

         9.2. Preservation of Rights. No delay or omission of the Lenders or the
Administrative Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence
therein, and the making of a Loan or the issuance of a Letter of Credit
notwithstanding the existence of a Default or the inability of any Borrower to
satisfy the conditions precedent to such Loan or issuance of such Letter of
Credit shall not constitute any waiver or acquiescence. Any single or partial
exercise of any such right shall not preclude other or further exercise thereof
or the exercise of any other right, and no waiver, amendment or other variation
of the terms, conditions or provisions of the Loan Documents whatsoever shall be
valid unless in writing signed by the Lenders required pursuant to Section 9.3,
and then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all
shall be available to the Administrative Agent and the Lenders until the
Obligations have been paid in full in cash.

         9.3. Amendments. Subject to the provisions of this Article IX, the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and the Borrowers may enter into agreements supplemental
hereto for the purpose of adding or modifying any provisions to the Loan
Documents or changing in any manner the rights of the Lenders or the Borrowers
hereunder or waiving any Default hereunder; provided, however, that no such
supplemental agreement shall, without the consent of each Lender (which is not a
defaulting Lender under the provisions of Sections 2.19(i) or 10.2) affected
thereby:

                  (i) Postpone or extend the Revolving Loan Termination Date or
         any other date fixed for any payment of principal of, or interest on,
         the Loans, the Reimbursement Obligations or any fees or other amounts
         payable to such Lender or any modifications of the provisions relating
         to prepayments of Loans and other Obligations.

                  (ii) Reduce the principal amount of any Loans or L/C
         Obligations, or reduce the rate or extend the time of payment of
         interest or fees thereon but excluding a waiver of the application of
         the default rate of interest pursuant to Section 2.10 hereof.

                  (iii) Reduce the percentage specified in the definition of
         Required Lenders or any other percentage of Lenders specified to be the
         applicable percentage in this Agreement to act on specified matters or
         amend the definitions of "Required Lenders" or "Pro Rata Share".

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                  (iv) Increase the amount of the Revolving Loan Commitment of
         any Lender hereunder or increase any Lender's Pro Rata Share.

                  (v) Permit any Borrower to assign its rights under this
         Agreement.

                  (vi) Other than pursuant to a transaction permitted by the
         terms of this Agreement, release any guarantor from its obligations
         under a Guaranty.

                  (vii) Other than pursuant to a transaction permitted by the
         terms of this Agreement, release all or substantially all of the
         collateral which is subject to the Collateral Documents.

                  (viii) Amend this Section 9.3.

No amendment of any provision of this Agreement relating to (a) the
Administrative Agent shall be effective without the written consent of the
Administrative Agent, (b) Swing Line Loans shall be effective without the
written consent of the Swing Line Bank, (c) any Issuing Bank shall be effective
without the written consent of such Issuing Bank and (d) any Alternate Currency
Bank shall be effective without the written consent of such Alternate Currency
Bank. The Administrative Agent may waive payment of the fee required under
Section 13.3(B) without obtaining the consent of any of the Lenders.

                         ARTICLE X: GENERAL PROVISIONS

         10.1. Survival of Representations. All representations and warranties
of the Borrowers contained in this Agreement shall survive delivery of this
Agreement and the making of the Loans herein contemplated so long as any
principal, accrued interest, fees, or any other amount due and payable under any
Loan Document is outstanding and unpaid (other than contingent reimbursement and
indemnification obligations) and so long as the Revolving Loan Commitments have
not been terminated.

         10.2. Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Borrowers in violation of any limitation or prohibition provided by any
applicable statute or regulation.

         10.3. Performance of Obligations. Each Borrower agrees that the
Administrative Agent may, but shall have no obligation to (i) at any time, pay
or discharge taxes, liens, security interests or other encumbrances levied or
placed on or threatened against any property of such Borrower to the extent such
Borrower is required by the terms hereof to pay any such amount, but has not
done so and (ii), after the occurrence and during the continuance of a Default,
to make any other payment or perform any act required of a Borrower under any
Loan Document or take any other action which the Administrative Agent in its
discretion deems necessary or desirable to protect or preserve such property of
such Borrower. The Administrative Agent shall use its reasonable efforts to give
the Borrower notice of any action taken under this Section 10.3 prior to the
taking of such action or promptly thereafter provided the failure to give such
notice shall not affect the applicable Borrower's obligations in respect
thereof. The applicable Borrower agrees to pay the Administrative Agent, upon
demand, the principal amount of all funds advanced by the Administrative Agent
under this Section 10.3, together with interest thereon at the rate from time to

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time applicable to Floating Rate Loans from the date of such advance until the
outstanding principal balance thereof is paid in full. If the applicable
Borrower fails to make payment in respect of any such advance under this Section
10.3 within one (1) Business Day after the date such Borrower receives written
demand therefor from the Administrative Agent, the Administrative Agent shall
promptly notify each Lender and each Lender agrees that it shall thereupon make
available to the Administrative Agent, in Dollars in immediately available
funds, the amount equal to such Lender's Pro Rata Share of such advance. If such
funds are not made available to the Administrative Agent by such Lender within
one (1) Business Day after the Administrative Agent's demand therefor, the
Administrative Agent will be entitled to recover any such amount from such
Lender together with interest thereon at the Federal Funds Effective Rate for
each day during the period commencing on the date of such demand and ending on
the date such amount is received. The failure of any Lender to make available to
the Administrative Agent its Pro Rata Share of any such unreimbursed advance
under this Section 10.3 shall neither relieve any other Lender of its obligation
hereunder to make available to the Administrative Agent such other Lender's Pro
Rata Share of such advance on the date such payment is to be made nor increase
the obligation of any other Lender to make such payment to the Administrative
Agent.

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

         10.5. Entire Agreement. The Loan Documents embody the entire agreement
and understanding among the Borrowers, the Administrative Agent and the Lenders
and supersede all prior agreements and understandings among the Borrowers the
Administrative Agent and the Lenders relating to the subject matter thereof.

         10.6. Several Obligations; Benefits of this Agreement. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other Lender (except to the extent to which
the Administrative Agent is authorized to act as such). The failure of any
Lender to perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns. None of
the Alternate Currency Borrowers shall have any liability whatsoever under this
Agreement for any Obligations of any kind of the Borrower or a Domestic
Incorporated Subsidiary.

         10.7. Expenses; Indemnification.

                  (A) Expenses. The Borrower shall reimburse the Administrative
         Agent, the Alternate Currency Banks and the Arranger for any reasonable
         costs and out-of-pocket expenses (including reasonable attorneys' and
         paralegals' fees and time charges of attorneys and paralegals for the
         Administrative Agent, which attorneys and paralegals may be employees
         of the Administrative Agent) paid or incurred by the Administrative
         Agent, the Alternate Currency Banks or the Arranger in connection with
         the preparation, negotiation, execution, delivery, syndication, review,
         amendment, modification, and administration of the Loan Documents;
         provided that each Alternate Currency Borrower shall only be liable for
         a maximum amount consisting of its pro-rata share of the aggregate

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         amount of such expenses, based upon its obligations. Each Borrower also
         agrees to reimburse the Administrative Agent, the Alternate Currency
         Banks and the Arranger and the Lenders for any costs, internal charges
         and out-of-pocket expenses (including reasonable attorneys' and
         paralegals' fees and time charges of attorneys and paralegals for the
         Administrative Agent, the Alternate Currency Banks and the Arranger and
         the Lenders, which attorneys and paralegals may be employees of the
         Administrative Agent, the Alternate Currency Banks or the Arranger or
         the Lenders) paid or incurred by the Administrative Agent or the
         Arranger, the Alternate Currency Banks or any Lender in connection with
         the collection of the Obligations and enforcement of the Loan
         Documents; provided that each Alternate Currency Borrower shall only be
         liable for a maximum amount consisting of its pro-rata share of the
         aggregate amount of such expenses, based upon its obligations. In
         addition to expenses set forth above, the Borrowers agree to reimburse
         the Administrative Agent, promptly after the Administrative Agent's
         request therefor, for each audit, or other business analysis performed
         by or for the benefit of the Lenders in connection with this Agreement
         or the other Loan Documents in an amount equal to the Administrative
         Agent's then customary charges for each person employed to perform such
         audit or analysis, plus all reasonable costs and expenses (including
         without limitation, travel expenses) incurred by the Administrative
         Agent in the performance of such audit or analysis; provided that each
         Alternate Currency Borrower shall only be liable for a maximum amount
         consisting of its pro-rata share of the aggregate amount of such
         expenses, based upon its obligations. Administrative Agent shall
         provide the Borrower with a detailed statement of all reimbursements
         requested under this Section 10.7(A).

                  (B) Indemnity. The Borrower further agrees to defend, protect,
         indemnify, and hold harmless the Administrative Agent, the Arranger,
         the Alternate Currency Banks and each and all of the Lenders and each
         of their respective Affiliates, and each of such Administrative
         Agent's, Arranger's, Alternate Currency Bank's, Lender's, or
         Affiliate's respective officers, directors, trustees, investment
         advisors, employees, attorneys and agents (including, without
         limitation, those retained in connection with the satisfaction or
         attempted satisfaction of any of the conditions set forth in Article V)
         (collectively, the "INDEMNITEES"), provided that each Alternate
         Currency Borrower shall be liable for a maximum amount consisting of
         its pro-rata share of the aggregate amount of such indemnification,
         based upon its obligations, from and against any and all liabilities,
         obligations, losses, damages, penalties, actions, judgments, suits,
         claims, costs, expenses of any kind or nature whatsoever (including,
         without limitation, the fees and disbursements of counsel for such
         Indemnitees in connection with any investigative, administrative or
         judicial proceeding, whether or not such Indemnitees shall be
         designated a party thereto), imposed on, incurred by, or asserted
         against such Indemnitees in any manner relating to or arising out of:

                           (i) this Agreement or any of the other Loan
                  Documents, or any act, event or transaction related or
                  attendant thereto or to the making of the Loans, and the
                  issuance of and participation in Letters of Credit hereunder,
                  the management of such Loans or Letters of Credit, the use or
                  intended use of the proceeds of the Loans or Letters of Credit
                  hereunder, or any of the other transactions contemplated by
                  the Loan Documents; or

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                           (ii) any liabilities, obligations, responsibilities,
                  losses, damages, personal injury, death, punitive damages,
                  economic damages, consequential damages, treble damages,
                  intentional, willful or wanton injury, damage or threat to the
                  environment, natural resources or public health or welfare,
                  costs and expenses (including, without limitation, attorney,
                  expert and consulting fees and costs of investigation,
                  feasibility or remedial action studies), fines, penalties and
                  monetary sanctions, interest, direct or indirect, known or
                  unknown, absolute or contingent, past, present or future
                  relating to violation of any Environmental, Health or Safety
                  Requirements of Law arising from or in connection with the
                  past, present or future operations of the Borrowers, their
                  Subsidiaries or any of their respective predecessors in
                  interest, or, the past, present or future environmental,
                  health or safety condition of any respective property of the
                  Borrowers or their Subsidiaries, the presence of
                  asbestos-containing materials at any respective property of
                  the Borrowers or their Subsidiaries or the Release or
                  threatened Release of any Contaminant into the environment
                  (collectively, the "INDEMNIFIED MATTERS");

provided, however, the Borrowers shall have no obligation to an Indemnitee
hereunder with respect to Indemnified Matters to the extent caused by or
resulting from the willful misconduct or gross negligence of such Indemnitee
with respect to the Loan Documents, as determined by the final non-appealed
judgment of a court of competent jurisdiction. If the undertaking to indemnify,
pay and hold harmless set forth in the preceding sentence may be unenforceable
because it is violative of any law or public policy, the Borrowers shall
contribute the maximum portion which it is permitted to pay and satisfy under
applicable law, to the payment and satisfaction of all Indemnified Matters
incurred by the Indemnitees.

                  (C) Waiver of Certain Claims; Settlement of Claims. Each
         Borrower further agrees to assert no claim against any of the
         Indemnitees on any theory of liability seeking consequential, special,
         indirect, exemplary or punitive damages. No settlement shall be entered
         into by any Borrower or any if its Subsidiaries with respect to any
         claim, litigation, arbitration or other proceeding relating to or
         arising out of the transactions evidenced by this Agreement, the other
         Loan Documents unless such settlement releases all Indemnitees from any
         and all liability with respect thereto.

                  (D) Survival of Agreements. The obligations and agreements of
         the Borrowers under this Section 10.7 shall survive the termination of
         this Agreement.

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

         10.9. Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with Agreement Accounting
Principles. If any changes in generally accepted accounting principles are
hereafter required or permitted and are adopted by the Borrower or any of its
Subsidiaries with the agreement of its independent certified public accountants
and such changes result in a change in the method of calculation of any of the
financial covenants, tests, restrictions or standards herein or in the related
definitions or terms used therein ("ACCOUNTING CHANGES"), the parties hereto
agree, at the Borrower's request, to enter into negotiations, in good faith, in

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order to amend such provisions in a credit neutral manner so as to reflect
equitably such changes with the desired result that the criteria for evaluating
the Borrower's and its Subsidiaries' financial condition shall be the same after
such changes as if such changes had not been made; provided, however, until such
provisions are amended in a manner reasonably satisfactory to the Administrative
Agent and the Required Lenders, no Accounting Change shall be given effect in
such calculations and all financial statements and reports required to be
delivered hereunder shall be prepared in accordance with Agreement Accounting
Principles without taking into account such Accounting Changes. In the event
such amendment is entered into, all references in this Agreement to Agreement
Accounting Principles shall mean generally accepted accounting principles as of
the date of such amendment.

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

         10.11. Nonliability of Lenders. The relationship between each Borrower
and the Lenders and the Administrative Agent shall be solely that of borrower
and lender. Neither the Administrative Agent nor any Lender shall have any
fiduciary responsibilities to the Borrowers. Neither the Administrative Agent
nor any Lender undertakes any responsibility to the Borrowers to review or
inform the Borrowers of any matter in connection with any phase of the
Borrowers' business or operations.

         10.12. GOVERNING LAW. ANY DISPUTE BETWEEN ANY BORROWER AND THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER HOLDER OF SECURED OBLIGATIONS
ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED AMONG THE BORROWER AND THE LENDERS IN CONNECTION WITH, THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT,
TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL
LAWS (INCLUDING ss. 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT REGARD TO THE
CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.

         10.13. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.

                  (A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION
         (B), EACH OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM
         ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
         RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT
         OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER ARISING IN CONTRACT, TORT,
         EQUITY, OR OTHERWISE, SHALL BE RESOLVED EXCLUSIVELY BY STATE OR FEDERAL
         COURTS LOCATED IN LOUISVILLE, KENTUCKY, BUT THE PARTIES HERETO
         ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY
         A COURT LOCATED OUTSIDE OF LOUISVILLE, KENTUCKY. EACH OF THE PARTIES
         HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION (A)

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         ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING
         THE DISPUTE.

                  (B) OTHER JURISDICTIONS. EACH BORROWER AGREES THAT THE
         ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER HOLDER OF SECURED
         OBLIGATIONS SHALL HAVE THE RIGHT TO PROCEED AGAINST SUCH BORROWER OR
         ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1)
         OBTAIN PERSONAL JURISDICTION OVER SUCH BORROWER, (2) REALIZE ON THE
         COLLATERAL OR (3) IN ORDER TO ENFORCE A JUDGMENT OR OTHER COURT ORDER
         ENTERED IN FAVOR OF SUCH PERSON. EACH BORROWER AGREES THAT IT WILL NOT
         ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH
         PERSON TO REALIZE ON ANY SECURITY FOR THE OBLIGATIONS OR TO ENFORCE A
         JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON. EACH BORROWER
         WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN
         WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THIS
         SUBSECTION (B).

                  (C) VENUE. EACH BORROWER IRREVOCABLY WAIVES ANY OBJECTION
         (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR
         BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR
         HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH
         RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR
         AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH IN ANY
         JURISDICTION SET FORTH ABOVE.

                  (D) SERVICE OF PROCESS. EACH BORROWER WAIVES PERSONAL SERVICE
         OF ANY PROCESS UPON IT AND IRREVOCABLY CONSENTS TO THE SERVICE OF
         PROCESS OF ANY WRITS, PROCESS OR SUMMONSES IN ANY SUIT, ACTION OR
         PROCEEDING BY THE MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR THE
         LENDERS BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE
         APPLICABLE BORROWER ADDRESSED AS PROVIDED HEREIN. NOTHING HEREIN SHALL
         IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF THE ADMINISTRATIVE AGENT
         OR THE LENDERS TO SERVE ANY SUCH WRITS, PROCESS OR SUMMONSES IN ANY
         OTHER MANNER PERMITTED BY APPLICABLE LAW.

                  (E) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
         IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
         ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING
         OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP
         ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
         INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
         HEREWITH. EACH OF THE PARTIES HERETO AGREES AND CONSENTS THAT ANY SUCH
         CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
         TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL
         COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN

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         EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
         RIGHT TO TRIAL BY JURY.

                  (F) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENT TO EACH
         OTHER PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND,
         SPECIFICALLY, THE PROVISIONS OF SECTION 10.7 AND THIS SECTION 10.13,
         WITH ITS COUNSEL.

         10.14. Subordination of Intercompany Indebtedness. Each Borrower agrees
that any and all claims of such Borrower against any other Borrower or any of
its Subsidiaries that is a Guarantor with respect to any "Intercompany
Indebtedness" (as hereinafter defined), any endorser, obligor or any other
guarantor of all or any part of the Obligations, or against any of its
properties shall be subordinate and subject in right of payment to the prior
payment, in full and in cash, of all Obligations and Hedging Obligations under
Hedging Agreements; provided that, and not in contravention of the foregoing, so
long as no Default has occurred and is continuing such Borrower may make loans
to and receive payments in the ordinary course with respect to such Intercompany
Indebtedness from each such Guarantor to the extent permitted by the terms of
this Agreement and the other Loan Documents. Notwithstanding any right of any
Borrower to ask, demand, sue for, take or receive any payment from any
Guarantor, all rights, liens and security interests of such Borrower, whether
now or hereafter arising and howsoever existing, in any assets of any Guarantor
shall be and are subordinated to the rights of the holders of the Obligations
and the Administrative Agent in those assets. No Borrower shall have any right
to possession of any such asset or to foreclose upon any such asset, whether by
judicial action or otherwise, unless and until all of the Obligations (other
than contingent indemnity obligations) and the Hedging Obligations under Hedging
Agreements shall have been fully paid and satisfied (in cash) and all financing
arrangements pursuant to any Loan Document or Hedging Agreement among any
Borrower and the Holders of Secured Obligations (or any affiliate thereof) have
been terminated. If all or any part of the assets of any Guarantor, or the
proceeds thereof, are subject to any distribution, division or application to
the creditors of such Guarantor, whether partial or complete, voluntary or
involuntary, and whether by reason of liquidation, bankruptcy, arrangement,
receivership, assignment for the benefit of creditors or any other action or
proceeding, or if the business of any such Guarantor is dissolved or if
substantially all of the assets of any such Guarantor are sold, then, and in any
such event (such events being herein referred to as an "INSOLVENCY EVENT"), any
payment or distribution of any kind or character, either in cash, securities or
other property, which shall be payable or deliverable upon or with respect to
any indebtedness of any Guarantor to Borrowers ("INTERCOMPANY INDEBTEDNESS")
shall be paid or delivered directly to the Administrative Agent for application
on any of the Obligations and Hedging Obligations under the Hedging Agreements,
due or to become due, until such Obligations and Hedging Obligations (other than
contingent indemnity obligations) shall have first been fully paid and satisfied
(in cash). Should any payment, distribution, security or instrument or proceeds
thereof be received by any Borrower upon or with respect to the Intercompany
Indebtedness after an Insolvency Event prior to the satisfaction of all of the
Obligations (other than contingent indemnity obligations) and Hedging
Obligations under Hedging Agreements and the termination of all financing
arrangements pursuant to any Loan Document or Hedging Agreement among any
Borrower and the Holders of Secured Obligations (and their affiliates), such
Borrower shall receive and hold the same in trust, as trustee, for the benefit
of the holders of the Obligations and such Hedging Obligations and shall
forthwith deliver the same to the Administrative Agent, for the benefit of such

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Persons, in precisely the form received (except for the endorsement or
assignment of such Borrower where necessary), for application to any of the
Obligations and such Hedging Obligations, due or not due, and, until so
delivered, the same shall be held in trust by such Borrower as the property of
the holders of the Obligations and such Hedging Obligations. If any Borrower
fails to make any such endorsement or assignment to the Administrative Agent,
the Administrative Agent or any of its officers or employees are irrevocably
authorized to make the same. Each Borrower agrees that until the Obligations
(other than the contingent indemnity obligations) and such Hedging Obligations
have been paid in full (in cash) and satisfied and all financing arrangements
pursuant to any Loan Document or Hedging Agreement among the Borrowers and the
Holders of the Secured Obligations (and their affiliates) have been terminated,
such Borrower will not assign or transfer to any Person (other than the
Administrative Agent) any claim the Borrower has or may have against any
Guarantor.

                      ARTICLE XI: THE ADMINISTRATIVE AGENT

         11.1. Appointment; Nature of Relationship. Bank One is appointed by the
Lenders as the Administrative Agent hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the Administrative
Agent to act as the contractual representative of such Lender with the rights
and duties expressly set forth herein and in the other Loan Documents. The
Administrative Agent agrees to act as such contractual representative upon the
express conditions contained in this Article XI. Notwithstanding the use of the
defined term "Administrative Agent," it is expressly understood and agreed that
the Administrative Agent shall not have any fiduciary responsibilities to any
Holder of Secured Obligations by reason of this Agreement and that the
Administrative Agent is merely acting as the representative of the Lenders with
only those duties as are expressly set forth in this Agreement and the other
Loan Documents. In its capacity as the Lenders' contractual representative, the
Administrative Agent (i) does not assume any fiduciary duties to any of the
Holders of Secured Obligations, (ii) is a "representative" of the Holders of
Secured Obligations within the meaning of Section 9-105 of the Uniform
Commercial Code and (iii) is acting as an independent contractor, the rights and
duties of which are limited to those expressly set forth in this Agreement and
the other Loan Documents. Each of the Lenders, for itself and on behalf of its
affiliates as Holders of Secured Obligations, agrees to assert no claim against
the Administrative Agent on any agency theory or any other theory of liability
for breach of fiduciary duty, all of which claims each Holder of Secured
Obligations waives.

         11.2. Powers.

                  (a) Generally. The Administrative Agent shall have and may
         exercise such powers under the Loan Documents as are specifically
         delegated to the Administrative Agent by the terms of each thereof,
         together with such powers as are reasonably incidental thereto. The
         Administrative Agent shall have no implied duties or fiduciary duties
         to the Lenders, or any obligation to the Lenders to take any action
         hereunder or under any of the other Loan Documents except any action
         specifically provided by the Loan Documents required to be taken by the
         Administrative Agent.

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                  (b) Dutch Pledge. The Administrative Agent is hereby
         authorized to execute and deliver any documents necessary or
         appropriate to create and perfect the rights of pledge not only for the
         benefit of the Holders of Secured Obligations, but also for the benefit
         of each of the Purchasers, including a right of pledge with respect to
         the entitlements to profits, the balance left after winding up and the
         voting rights of the Borrower as general partner of TIWR Netherlands
         Holdings C.V. (the "DUTCH PLEDGE").

                      Without prejudice to the provisions of this Agreement and
         the other Collateral Documents, the parties hereto acknowledge and
         agree with the creation of covenant to pay obligations of the Borrower
         as will be described in the Dutch Pledge (the "COVENANT TO PAY
         OBLIGATIONS"), including that any payment received by the
         Administrative Agent in respect of the Covenant to Pay Obligations will
         - conditionally upon such payment not subsequently being avoided or
         reduced by virtue of any provisions or enactments relating to
         bankruptcy, insolvency, preference, liquidation or similar laws of
         general application - be deemed a satisfaction of a pro rata portion of
         the corresponding amounts of the Secured Obligations and the
         obligations towards the Purchasers, and any payment to the Holders of
         Secured Obligations in satisfaction of the Secured Obligations shall -
         conditionally upon such payment not subsequently being avoided or
         reduced by virtue of any provisions or enactments relating to
         bankruptcy, insolvency, preference, liquidation or similar laws of
         general application - be deemed as satisfaction of the corresponding
         amount of the Covenant to Pay Obligations.

         11.3. General Immunity. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to the Borrowers, the
Lenders or any Lender for any action taken or omitted to be taken by it or them
hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is found in a final
judgment by a court of competent jurisdiction to have arisen solely from the
gross negligence or willful misconduct of such Person.

         11.4. No Responsibility for Loans, Creditworthiness, Recitals, Etc.
Neither the Administrative Agent nor any of its directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into,
or verify (i) any statement, warranty or representation made in connection with
any Loan Document or any borrowing hereunder; (ii) the performance or observance
of any of the covenants or agreements of any obligor under any Loan Document;
(iii) the satisfaction of any condition specified in Article V, except receipt
of items required to be delivered solely to the Administrative Agent; (iv) the
existence or possible existence of any Default or (v) the validity,
effectiveness or genuineness of any Loan Document or any other instrument or
writing furnished in connection therewith. The Administrative Agent shall not be
responsible to any Lender for any recitals, statements, representations or
warranties herein or in any of the other Loan Documents for the perfection or
priority of the Liens on any collateral subject to the Collateral Documents, or
for the execution, effectiveness, genuineness, validity, legality,
enforceability, collectibility, or sufficiency of this Agreement or any of the
other Loan Documents or the transactions contemplated thereby, or for the
financial condition of any guarantor of any or all of the Obligations, the
Borrowers or any of their Subsidiaries.

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         11.5. Action on Instructions of Lenders. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan Document in accordance with written
instructions signed by the Required Lenders (or all of the Lenders in the event
that and to the extent that this Agreement expressly requires such), and such
instructions and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders and on all owners of Loans and on all Holders of
Secured Obligations. Upon receipt of any such instructions from the Required
Lenders (or all of the Lenders in the even that and to the extent that this
Agreement expressly requires such), the Administrative Agent shall be permitted
to act on behalf of the full principal amount of the Secured Obligations. The
Administrative Agent shall be fully justified in failing or refusing to take any
action hereunder and under any other Loan Document unless it shall first be
indemnified to its satisfaction by the Lenders pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

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

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

         11.8. The Administrative Agent's and the Alternate Currency Banks'
Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify
the Administrative Agent and the applicable Alternate Currency Banks ratably in
proportion to their respective Pro Rata Shares (i) for any amounts not
reimbursed by the applicable Borrower for which the Administrative Agent and
such Alternate Currency Bank is entitled to reimbursement by the applicable
Borrower under the Loan Documents, (ii) for any other expenses incurred by the
Administrative Agent or such Alternate Currency Bank on behalf of the Lenders,
in connection with the preparation, execution, delivery, administration and
enforcement of the Loan Documents and (iii) for any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Administrative Agent or such Alternate
Currency Bank in any way relating to or arising out of the Loan Documents or any
other document delivered in connection therewith or the transactions
contemplated thereby, or the enforcement of any of the terms thereof or of any
such other documents, provided that no Lender shall be liable for any of the
foregoing to the extent any of the foregoing is found in a final non-appealable
judgment by a court of competent jurisdiction to have arisen solely from the
gross negligence or willful misconduct of the Administrative Agent or such
Alternate Currency Bank.

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         11.9. Rights as a Lender; Bank One Roles.

         (a) Rights as a Lender. With respect to its Revolving Loan Commitment,
Loans made by it, and Letters of Credit issued by it, the Administrative Agent
shall have the same rights and powers hereunder and under any other Loan
Document as any Lender or Issuing Bank and may exercise the same as though it
were not the Administrative Agent, and the term "Lender" or "Lenders", "Issuing
Bank" or "Issuing Banks" shall, unless the context otherwise indicates, include
the Administrative Agent in its individual capacity. The Administrative Agent
may accept deposits from, lend money to, and generally engage in any kind of
trust, debt, equity or other transaction, in addition to those contemplated by
this Agreement or any other Loan Document, with the Borrowers or any of their
Subsidiaries in which such Person is not prohibited hereby from engaging with
any other Person.

         (b) Bank One Roles. Each Lender acknowledges that, in addition to
acting as a Lender and Issuing Bank with all of the rights and powers thereof as
set forth in Section 11.9(a), Bank One acts, or may in the future act, (i) as
Administrative Agent for the Lenders and (ii) as Collateral Agent for the
Holders of Secured Obligations and the Purchasers (collectively, the "BANK ONE
ROLES"). Without limiting the generality of this Section 11.9(b), each Lender
hereby acknowledges and consents to any and all Bank One Roles and agrees that
in connection with any Bank One Role, Bank One may take, or refrain from taking,
any action that it, in its discretion, deems appropriate.

         11.10. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Arranger
or any other Lender and based on the financial statements prepared by the
Borrower and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the
other Loan Documents. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent, the Arranger or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and the other Loan Documents.

         11.11. Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Borrower. Upon any such resignation, the Required Lenders shall have the right
to appoint, on behalf of the Borrowers and the Lenders, a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within thirty days after the retiring Administrative Agent's giving notice of
resignation, then the retiring Administrative Agent may appoint, on behalf of
the Borrowers and the Lenders, a successor Administrative Agent. Notwithstanding
anything herein to the contrary, so long as no Default has occurred and is
continuing, each such successor Administrative Agent shall be subject to
approval by the Borrower, which approval shall not be unreasonably withheld.
Such successor Administrative Agent shall be a commercial bank having capital
and retained earnings of at least $500,000,000. Upon the acceptance of any
appointment as the Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article XI shall continue in effect
for its benefit in respect of any actions taken or omitted to be taken by it
while it was acting as the Administrative Agent hereunder and under the other
Loan Documents.

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         11.12. Execution of Collateral Documents.

                  (A) Authority to Take Action. Each Lender authorizes the
         Administrative Agent to enter into each of the Collateral Documents to
         which it is a party and to take all action contemplated by such
         documents. Each Lender agrees that no Holder of Secured Obligations
         (other than the Administrative Agent) shall have the right individually
         to seek to realize upon the security granted by any Collateral
         Document, it being understood and agreed that such rights and remedies
         may be exercised solely by the Administrative Agent (or the Collateral
         Agent acting on its behalf) for the benefit of the Holders of Secured
         Obligations upon the terms of the Collateral Documents.

                  (B) Authority to Execute and Deliver. In the event that any
         collateral granted by any Collateral Document is hereafter pledged by
         any Person as collateral security for the Obligations, the
         Administrative Agent is hereby authorized to execute and deliver on
         behalf of the Holders of Secured Obligations any Loan Documents
         necessary or appropriate to grant and perfect a Lien on such collateral
         in favor of the Administrative Agent on behalf of the Holders of
         Secured Obligations.

                  (C) Authority to Release Liens and Guarantors. The Lenders
         hereby authorize the Administrative Agent, at its option and in its
         discretion, to release any Lien granted to or held by the
         Administrative Agent upon any collateral granted by any Collateral
         Document or release any Guarantor from its obligations under any of the
         Guarantees (i) upon termination of the Commitments and payment and
         satisfaction of all of the Obligations at any time arising under or in
         respect of this Agreement or the Loan Documents or the transactions
         contemplated hereby or thereby (which satisfaction, in the case of
         outstanding Letters of Credit, may take the form of a backstop letter
         of credit from an issuer acceptable to the Administrative Agent or cash
         collateral); (ii) in connection with any transaction which is not
         prohibited by the terms of the applicable Loan Document; or (iii) if
         approved, authorized or ratified in writing by the Required Lenders,
         unless such release is required to be approved by all of the Lenders
         hereunder. Upon request by the Administrative Agent at any time, the
         Lenders will confirm in writing the Administrative Agent's authority to
         release particular types or items of collateral or Guarantors pursuant
         to this Section 11.12(C).

                  (D) Additional Authority. Upon any sale or transfer of assets
         constituting collateral granted by any Collateral Document which is
         expressly permitted pursuant to the terms of any Loan Document, or
         consented to in writing by the Required Lenders or all of the Lenders,
         as applicable, and upon at least five (5) Business Days' prior written
         request by the Borrower, the Administrative Agent shall (and is hereby
         irrevocably authorized by the Lenders to) execute such documents as may
         be necessary to evidence the release of the Liens granted to the
         Administrative Agent for the benefit of the Holders of Secured
         Obligations herein or pursuant hereto upon the collateral that was sold
         or transferred; provided, however, that (i) the Administrative Agent
         shall not be required to execute any such document on terms which, in
         the Administrative Agent's opinion, would expose the Administrative
         Agent to liability or create any obligation or entail any consequence
         other than the release of such Liens without recourse or warranty, and
         (ii) such release shall not in any manner discharge, affect or impair
         the Secured Obligations or any Liens upon (or obligations of the
         Borrowers or any Subsidiary in respect of) all interests retained by
         the Borrowers or any Subsidiary, including (without limitation) the

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         proceeds of the sale, all of which shall continue to constitute part of
         such collateral.

                  (E) The authority granted in this Section 11.12 to the
         Administrative Agent shall also extend to the Collateral Agent acting
         on the Administrative Agent's behalf (and on behalf of the Purchasers)
         under the Collateral Documents.

         11.13. No Duties Imposed Upon Syndication Agent, Co-Documentation
Agents or Arranger. None of the Persons identified on the cover page to this
Agreement, the signature pages to this Agreement or otherwise in this Agreement
as a "Syndication Agent" or "Co-Documentation Agent" or "Arranger" shall have
any right, power, obligation, liability, responsibility or duty under this
Agreement other than if such Person is a Lender, those applicable to all Lenders
as such. Without limiting the foregoing, none of the Persons identified on the
cover page to this Agreement, the signature pages to this Agreement or otherwise
in this Agreement as a "Syndication Agent" or "Co-Documentation Agent" or
"Arranger" shall have or be deemed to have any fiduciary duty to or fiduciary
relationship with any Lender. In addition to the agreement set forth in Section
11.10, each of the Lenders acknowledges that it has not relied, and will not
rely, on any of the Persons so identified in deciding to enter into this
Agreement or in taking or not taking action hereunder.

                     ARTICLE XII: SETOFF; RATABLE PAYMENTS

         12.1. Setoff. In addition to, and without limitation of, any rights of
the Lenders under applicable law, if any Default occurs and is continuing, any
Indebtedness from any Lender to the Borrowers (including all account balances,
whether provisional or final and whether or not collected or available) may be
offset and applied toward the payment of the Obligations owing to such Lender,
whether or not the Obligations, or any part hereof, shall then be due.

         12.2. Ratable Payments. If any Lender, whether by setoff or otherwise,
has payment made to it upon its Loans (other than payments received pursuant to
Sections 2.14(E), 4.1, 4.2, 4.4 or 4.6) in a greater proportion than that
received by any other Lender, such Lender agrees, promptly upon demand, to
purchase a portion of the Loans held by the other Lenders so that after such
purchase each Lender will hold its ratable proportion of Loans. If any Lender,
whether in connection with setoff or amounts which might be subject to setoff or
otherwise, receives collateral or other protection for its Obligation or such
amounts which may be subject to setoff, such Lender agrees, promptly upon
demand, to take such action necessary such that all Lenders share in the
benefits of such collateral ratably in proportion to the obligations owing to
them. In case any such payment is disturbed by legal process, or otherwise,
appropriate further adjustments shall be made.

         12.3. Application of Payments. Subject to the provisions of Section
9.2, the Administrative Agent shall, unless otherwise specified at the direction
of the Required Lenders which direction shall be consistent with the last
sentence of this Section 12.3, apply all payments and prepayments in respect of
any Obligations in the following order:

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

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                  (B) second, to pay interest on and then principal of any
         advance made under Section 10.3 for which the Administrative Agent has
         not then been paid by the applicable Borrower or reimbursed by the
         Lenders;

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

                  (D) fourth, to pay Obligations in respect of any fees,
         expenses, reimbursements or indemnities then due to the Lenders and the
         issuer(s) of Letters of Credit;

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

                  (F) sixth, to pay interest due in respect of Loans (other than
         Swing Line Loans or Alternate Currency Loans) and L/C Obligations;

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

                  (H) eighth, to the ratable payment or prepayment of principal
         outstanding on Loans (other than Swing Line Loans), Reimbursement
         Obligations and Hedging Obligations under Hedging Agreements in such
         order as the Administrative Agent may determine in its sole discretion;

                  (I) ninth, to provide required cash collateral, if required
         pursuant to Section 3.11; and

                  (J) tenth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior to
the occurrence of a Default) by the Borrower, all principal payments in respect
of Loans (other than Swing Line Loans) shall be applied first, to repay
outstanding Floating Rate Loans, and then to repay outstanding Eurocurrency Rate
Loans with those Eurocurrency Rate Loans which have earlier expiring Interest
Periods being repaid prior to those which have later expiring Interest Periods.
The order of priority set forth in this Section 12.3 and the related provisions
of this Agreement are set forth solely to determine the rights and priorities of
the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of
Letters of Credit as among themselves. The order of priority set forth in
clauses (D) through (J) of this Section 12.3 may at any time and from time to
time be changed by the Required Lenders without necessity of notice to or
consent of or approval by the Borrower, or any other Person; provided, that the
order of priority of payments in respect of Swing Line Loans may be changed only
with the prior written consent of the Swing Line Bank and in respect of
Alternate Currency Loans may be changed only with the prior written consent of
the Alternate Currency Banks. The order of priority set forth in clauses (A)
through (C) of this Section 12.3 may be changed only with the prior written
consent of the Administrative Agent.

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         12.4. Relations Among Lenders.

                  (A) Except with respect to the exercise of set-off rights of
         any Lender in accordance with Section 12.1, the proceeds of which are
         applied in accordance with this Agreement, and except as set forth in
         the following sentence, each Lender agrees that it will not take any
         action, nor institute any actions or proceedings, against the Borrowers
         or any other obligor hereunder or with respect to any Loan Document,
         without the prior written consent of the Required Lenders or, as may be
         provided in this Agreement or the other Loan Documents, at the
         direction of the Administrative Agent.

                  (B) The Lenders are not partners or co-venturers, and no
         Lender shall be liable for the acts or omissions of, or (except as
         otherwise set forth herein in case of the Administrative Agent)
         authorized to act for, any other Lender. The Administrative Agent shall
         have the exclusive right on behalf of the Lenders to enforce on the
         payment of the principal of and interest on any Loan after the date
         such principal or interest has become due and payable pursuant to the
         terms of this Agreement.

         12.5. Representations and Covenants Among Lenders. Each Lender
represents and covenants for the benefit of all other Lenders and the
Administrative Agent that such Lender is not satisfying and shall not satisfy
any of its obligations pursuant to this Agreement with any assets considered for
any purposes of ERISA or Section 4975 of the Code to be assets of or on behalf
of any "plan" as defined in section 3(3) of ERISA or section 4975 of the Code,
regardless of whether subject to ERISA or Section 4975 of the Code.

        ARTICLE XIII: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         13.1. Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrowers and
the Lenders and their respective successors and assigns, except that (A) no
Borrower shall have the right to assign its rights or obligations under the Loan
Documents without the consent of all of the Lenders, and any such assignment in
violation of this Section 13.1(A) shall be null and void, and (B) any assignment
by any Lender must be made in compliance with Section 13.3 hereof.
Notwithstanding clause (B) of this Section 13.1 or Section 13.3, (i) any Lender
may at any time, without the consent of the Borrower or the Administrative
Agent, assign all or any portion of its rights under this Agreement to a Federal
Reserve Bank and (ii) any Lender which is a fund or commingled investment
vehicle that invests in commercial loans in the ordinary course of its business
may at any time, without the consent of the Borrower or the Administrative
Agent, pledge or assign all or any part of its rights under this Agreement to a
trustee or other representative of holders of obligations owed or securities
issued by such Lender as collateral to secure such obligations or securities;
provided, however, that no such assignment or pledge shall release the
transferor Lender from its obligations hereunder. The Administrative Agent may
treat each Lender as the owner of the Loans made by such Lender hereunder for
all purposes hereof unless and until such Lender complies with Section 13.3
hereof in the case of an assignment thereof or, in the case of any other
transfer, a written notice of the transfer is filed with the Administrative
Agent. Any assignee or transferee of a Loan, Revolving Loan Commitment, L/C
Interest or any other interest of a lender under the Loan Documents agrees by
acceptance thereof to be bound by all the terms and provisions of the Loan
Documents. Any request, authority or consent of any Person, who at the time of
making such request or giving such authority or consent is the owner of any

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Loan, shall be conclusive and binding on any subsequent owner, transferee or
assignee of such Loan.

         13.2. Participations.

                  (A) Permitted Participants; Effect. Subject to the terms set
         forth in this Section 13.2, 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 Revolving Loan
         Commitment of such Lender, any L/C Interest of such Lender or any other
         interest of such Lender under the Loan Documents on a pro rata or
         non-pro rata basis. Notice of such participation to the Borrower (and,
         if such participation is with respect to an Alternate Currency Loan,
         the applicable Alternate Currency Bank) and the Administrative Agent
         shall be required prior to any participation becoming effective with
         respect to a Participant which is not a Lender or an Affiliate thereof.
         In the event of any such sale by a Lender of participating interests to
         a Participant, such Lender's obligations under the Loan Documents shall
         remain unchanged, such Lender shall remain solely responsible to the
         other parties hereto for the performance of such obligations, such
         Lender shall remain the owner of all Loans made by it for all purposes
         under the Loan Documents, all amounts payable by the Borrowers under
         this Agreement shall be determined as if such Lender had not sold such
         participating interests, and the Borrowers and the Administrative Agent
         shall continue to deal solely and directly with such Lender in
         connection with such Lender's rights and obligations under the Loan
         Documents except that, for purposes of Article IV hereof, the
         Participants shall be entitled to the same rights as if they were
         Lenders.

                  (B) Voting Rights. Each Lender shall retain the sole right to
         approve, without the consent of any Participant, any amendment,
         modification or waiver of any provision of the Loan Documents other
         than any amendment, modification or waiver with respect to any Loan,
         Letter of Credit or Revolving Loan Commitment in which such Participant
         has an interest which forgives principal, interest or fees or reduces
         the interest rate or fees payable pursuant to the terms of this
         Agreement with respect to any such Loan or Revolving Loan Commitment,
         postpones any date fixed for any regularly-scheduled payment (but not
         any prepayment) of principal of, or interest or fees on, any such Loan
         or Revolving Loan Commitment, or releases all or substantially all of
         the collateral, if any, securing any such Loan or Letter of Credit.

                  (C) Benefit of Setoff. Each Borrower agrees that each
         Participant shall be deemed to have the right of setoff provided in
         Section 12.1 hereof in respect to its participating interest in amounts
         owing under the Loan Documents to the same extent as if the amount of
         its participating interest were owing directly to it as a Lender under
         the Loan Documents, provided that each Lender shall retain the right of
         setoff provided in Section 12.1 hereof with respect to the amount of
         participating interests sold to each Participant except to the extent
         such Participant exercises its right of setoff. The Lenders agree to
         share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 12.1 hereof, agrees to share with
         each Lender, any amount received pursuant to the exercise of its right
         of setoff, such amounts to be shared in accordance with Section 12.2 as
         if each Participant were a Lender.

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         13.3. Assignments.

                  (A) Permitted Assignments. Any Lender (each such assigning
         Lender under this Section 13.3 being a "Seller") may, in the ordinary
         course of its business and in accordance with applicable law, at any
         time assign to one or more banks or other entities ("ASSIGNEES") all or
         a portion of its rights and obligations under this Agreement
         (including, without limitation, its Revolving Loan Commitment, all
         Loans owing to it, all of its participation interests in existing
         Letters of Credit, and its obligation to participate in additional
         Letters of Credit hereunder) in accordance with the provisions of this
         Section 13.3. Each assignment shall be of a constant, and not a
         varying, ratable percentage of all of the Seller's rights and
         obligations under this Agreement. Such assignment shall be
         substantially in the form of Exhibit D hereto and shall not be
         permitted hereunder unless such assignment is either for all of such
         Seller's rights and obligations under the Loan Documents or, without
         the prior written consent of the Administrative Agent and any
         applicable Alternate Currency Bank, involves loans and commitments in
         an aggregate Dollar Amount of at least $5,000,000 (which minimum amount
         (i) shall not apply to any assignment between Lenders, or to an
         Affiliate or Approved Fund of any Lender, and (ii) in any event may be
         waived by the Required Lenders after the occurrence of a Default or
         Unmatured Event of Default). The written consent of the Administrative
         Agent and any applicable Alternate Currency Bank, and, prior to the
         occurrence of a Default, and only with respect to any assignment other
         than to another Lender, the Borrower (which consent, in each such case,
         shall not be unreasonably withheld), shall be required prior to an
         assignment becoming effective with respect to a Purchaser which is not
         a Lender or an Affiliate or Approved Fund of such Lender.

                  (B) Effect; Effective Date. Upon (i) delivery to the
         Administrative Agent and the applicable Alternate Currency Bank of a
         notice of assignment, substantially in the form attached as Appendix I
         to Exhibit D hereto (a "NOTICE OF ASSIGNMENT"), together with any
         consent required by Section 13.3(A) hereof, (ii) payment of a $3,500
         fee by the assignee or the assignor (as agreed) to the Administrative
         Agent for processing such assignment, and (iii) the completion of the
         recording requirements in Section 13.3(C), such assignment shall become
         effective on the later of such date when the requirements in clauses
         (i), (ii), and (iii) are met or the effective date specified in such
         Notice of Assignment. The Notice of Assignment shall contain a
         representation by the Purchaser to the effect that none of the
         consideration used to make the purchase of the Revolving Loan
         Commitment, Loans and L/C Obligations under the applicable assignment
         agreement are "plan assets" as defined under ERISA and that the rights
         and interests of the Purchaser in and under the Loan Documents will not
         be "plan assets" under ERISA. On and after the effective date of such
         assignment, such Purchaser, if not already a Lender, shall for all
         purposes be a Lender party to this Agreement and any other Loan
         Documents executed by the Lenders and shall have all the rights and
         obligations of a Lender under the Loan Documents, to the same extent as
         if it were an original party hereto, and no further consent or action
         by the Borrower, the Lenders, the applicable Alternate Currency Bank or
         the Administrative Agent shall be required to release the Seller with
         respect to the percentage of the Aggregate Revolving Loan Commitment,
         Loans and Letter of Credit participations assigned to such Purchaser.
         Upon the consummation of any assignment to a Purchaser pursuant to this
         Section 13.3(B), the Seller, the Administrative Agent, the applicable
         Alternate Currency Bank and the applicable Borrower shall make
         appropriate arrangements so that, to the extent notes have been issued
         to evidence any of the transferred Loans, replacement notes are issued

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         to such Seller and new notes or, as appropriate, replacement notes, are
         issued to such Purchaser, in each case in principal amounts reflecting
         their Revolving Loan Commitment, as adjusted pursuant to such
         assignment. Notwithstanding anything to the contrary herein, the
         Borrowers shall not, at any time, be obligated to pay under Section
         2.14(E) to any Lender that is a Purchaser, assignee or transferee any
         sum in excess of the sum which the Borrowers would have been obligated
         to pay to the Lender that was the Seller, assignor or transferor had
         such assignment or transfer not been effected.

                  (C) The Register. The Administrative Agent shall maintain at
         its address referred to in Section 14.1 a copy of each assignment
         delivered to and accepted by it pursuant to this Section 13.3 and a
         register (the "REGISTER") for the recordation of the names and
         addresses of the Lenders and the Revolving Loan Commitment of,
         principal amount of and interest on the Loans owing to, each Lender
         from time to time and whether such Lender is an original Lender or the
         assignee of another Lender pursuant to an assignment under this Section
         13.3. The entries in the Register shall be conclusive and binding for
         all purposes, absent manifest error, and the Borrower and each of its
         Subsidiaries, the Administrative Agent and the Lenders may treat each
         Person whose name is recorded in the Register as a Lender hereunder for
         all purposes of this Agreement. The Register shall be available for
         inspection by the Borrowers or any Lender at any reasonable time and
         from time to time upon reasonable prior notice.

         13.4. Confidentiality. Subject to Section 13.5, the Administrative
Agent and the Lenders and their respective representatives shall hold all
nonpublic information obtained pursuant to the requirements of this Agreement
and identified as such by the Borrowers in accordance with such Person's
customary procedures for handling confidential information of this nature and in
accordance with safe and sound commercial lending or investment practices and in
any event may make disclosure reasonably required by a prospective Transferee in
connection with the contemplated participation or assignment or as required or
requested by any Governmental Authority or any securities exchange or similar
self-regulatory organization or representative thereof or pursuant to a
regulatory examination or legal process, or to any direct or indirect
contractual counterparty in swap agreements or such contractual counterparty's
professional advisor, and shall require any such Transferee to agree (and
require any of its Transferees to agree) to comply with this Section 13.4. In no
event shall the Administrative Agent or any Lender be obligated or required to
return any materials furnished by the Borrowers; provided, however, each
prospective Transferee shall be required to agree that if it does not become a
participant or assignee it shall return all materials furnished to it by or on
behalf of the Borrowers in connection with this Agreement.

         13.5. Dissemination of Information. Each Borrower authorizes each
Lender to disclose to any Participant or Purchaser or any other Person acquiring
an interest in the Loan Documents by operation of law (each a "TRANSFEREE") and
any prospective Transferee any and all information in such Lender's possession
concerning the Borrower and its Subsidiaries; provided that prior to any such
disclosure, such prospective Transferee shall agree to preserve in accordance
with Section 13.4 the confidentiality of any confidential information described
therein.

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                              ARTICLE XIV: NOTICES

         14.1. Giving Notice. Except as otherwise permitted by Section 2.13 with
respect to Borrowing/Election Notices, all notices and other communications
provided to any party hereto under this Agreement or any other Loan Documents
shall be in writing or by telex or by facsimile and addressed or delivered to
such party at its address set forth below its signature hereto or at such other
address as may be designated by such party in a notice to the other parties. Any
notice, if mailed and properly addressed with postage prepaid, shall be deemed
given when received; any notice, if transmitted by telex or facsimile, shall be
deemed given when transmitted (answer back confirmed in the case of telexes).

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

                            ARTICLE XV: COUNTERPARTS

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

                  [Remainder of This Page Intentionally Blank]



                                      106

<PAGE>

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



                                    THOMAS INDUSTRIES INC., as the Borrower


                                    By:___________________________
                                        Name:
                                        Title:

                                    Address:


                                    Attention:  ___________________
                                    Telephone No.:  _______________
                                    Facsimile No.:  ________________




                                    BANK ONE, KENTUCKY, NA,
                                    as Administrative Agent, as Swing Line
                                    Lender, as an Issuing Bank and as a Lender


                                    By:/s/ H.J. Brenner
                                        Name: H.J. Brenner
                                        Title: Senior Vice President

                                    Address:
                                        416 W. Jefferson Street
                                        Louisville, KY 40202


                                    Attention:  Joe Brenner
                                    Telephone No.:  502-566-2789
                                    Facsimile No.:  502-566-4339



              SIGNATURE PAGE TO THOMAS INDUSTRIES CREDIT AGREEMENT

<PAGE>

                                    NATIONAL CITY BANK OF KENTUCKY,
                                    as Syndication Agent, as an Issuing Bank and
                                    as a Lender


                                    By:  /s/ Deroy Scott
                                        Name:   Deroy Scott
                                        Title:      Senior Vice President

                                    Address:

                                    National City Bank of Kentucky
                                    101 South Fifth Street
                                    37th Floor
                                    Louisville, Kentucky  40202
                                    Attention:  Deroy Scott
                                    Telephone No.:  502-581-7821
                                    Facsimile No.:  502-581-4424



              SIGNATURE PAGE TO THOMAS INDUSTRIES CREDIT AGREEMENT


<PAGE>

                                    SUNTRUST BANK,
                                    as Co-Documentation Agent, as an Issuing
                                    Bank and as a Lender


                                    By:  /s/ Scott Corley
                                        Name:  Scott Corley
                                        Title:  Director

                                    Address:
                                        201 4th Avenue North, 3rd Floor
                                        Nashille, TN 37219

                                    Attention:
                                    Telephone No.:  615-748-5715
                                    Facsimile No.:  615-748-5269



              SIGNATURE PAGE TO THOMAS INDUSTRIES CREDIT AGREEMENT

<PAGE>

                                    HVB BANQUE LUXEMBOURG SOCIETE ANONYME,
                                    as Co-Documentation Agent and as a Lender


                                    By: /s/ Matthias Magnus
                                        Name:  Matthias Magnus
                                        Title:  Senior Vice President

                                    Address:
                                        Bayerische Hypo- und Vereinsbank
                                        Mainzer LandstraBe 23
                                        60329 Frankfurt am Main

                                    Attention:  Matthias Magnus / 8060FAF5
                                    Telephone No.:  0049+69-2717-2874
                                    Facsimile No.:  0049+69-2717-2875



              SIGNATURE PAGE TO THOMAS INDUSTRIES CREDIT AGREEMENT

<PAGE>

                                    WELLS FARGO BANK, N.A.,
                                    as a Lender


                                    By:  /s/ Keith W. Endersen
                                        Name:  Keith W. Endersen
                                        Title:  Assistant Vice President

                                    Address:
                                        120 South Central Avenue - Suite 1420
                                        St. Louis, MO 63108

                                    Attention:  Keith W. Endersen
                                    Telephone No.:  314-290-5080
                                    Facsimile No.:  314-726-3173



              SIGNATURE PAGE TO THOMAS INDUSTRIES CREDIT AGREEMENT