Exhibit 4.26

                    POST-CONFIRMATION CREDIT AGREEMENT

                        DATED AS OF OCTOBER 20, 2000

                                   AMONG

                            TOKHEIM CORPORATION,

                 VARIOUS SUBSIDIARIES THEREOF AS BORROWERS,

                      VARIOUS FINANCIAL INSTITUTIONS,

                               AMSOUTH BANK,
                          AS DOCUMENTATION AGENT,

                                    AND

                            ABN AMRO BANK N.V.,
                          AS ADMINISTRATIVE AGENT





<TABLE>
<CAPTION>


                                                TABLE OF CONTENTS

<S>     <C>                                                                                 <C>
SECTION 1  DEFINITIONS.......................................................................1
        1.1    Definitions...................................................................1
        1.2    Other Interpretive Provisions................................................24

SECTION 2      COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND
               LETTER OF CREDIT PROCEDURES..................................................25
        2.1    Commitments and Loans........................................................25
                         2.1.1      Revolving Loan Commitment...............................25
                         2.1.2      Tranche A Term Loans....................................25
                         2.1.3      Tranche B Term Loans....................................25
                         2.1.4      Special Loans...........................................25
                         2.1.5      L/C Commitment..........................................26
        2.2    Loan Procedures..............................................................26
                         2.2.1      Various Types of Loans..................................26
                         2.2.2      Borrowing Procedures....................................26
                         2.2.3      Conversion and Continuation Procedures..................27
        2.3    Letter of Credit Procedures..................................................28
                         2.3.1      L/C Applications........................................28
                         2.3.2      Participations in Letters of Credit.....................28
                         2.3.3      Reimbursement Obligations...............................29
                         2.3.4      Limitation on Obligations of Issuing Lender.............29
                         2.3.5      Funding by Revolving Lenders to Issuing Lender..........30
                         2.3.6      Prior Letters of Credit.................................30
        2.4    Commitments Several..........................................................32
        2.5    Certain Conditions...........................................................32

SECTION 3      NOTES EVIDENCING LOANS.......................................................32
        3.1    Notes........................................................................32
        3.2    Recordkeeping................................................................33

SECTION 4      INTEREST.....................................................................33
        4.1    Interest Rates...............................................................33
        4.2    Interest Payment Dates; Capitalization of Interest on Special Loans..........34
        4.3    Setting and Notice of Eurodollar Rates.......................................34
        4.4    Computation of Interest......................................................34

SECTION 5      FEES.........................................................................35
        5.1    Facility Fees................................................................35
        5.2    Upfront Fee..................................................................35
        5.3    Letter of Credit Fees........................................................35
        5.4    Administrative Agent's Fees..................................................35

SECTION 6      REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT
               AMOUNT; PREPAYMENTS; TREATMENT OF PROCEEDS...................................36
        6.1    Reduction or Termination of the Revolving Commitment Amount..................36
                         6.1.1      Voluntary Reduction or Termination of the Revolving
                                      Commitment Amount.....................................36
                         6.1.2      Mandatory Reductions of Revolving Commitment
                                      Amount................................................36
                         6.1.3      Reductions of the Revolving Commitment Amount Pro
                                      Rata Among Revolving Lenders..........................36
        6.2    Prepayments..................................................................36
                         6.2.1      Voluntary Prepayments...................................36
                         6.2.2      Mandatory Prepayments...................................36
        6.3    All Prepayments..............................................................39
        6.4    Prepayment Premium...........................................................39
        6.5    Treatment of Certain Proceeds................................................39

SECTION 7      MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES..............................41
        7.1    Making of Payments...........................................................41
        7.2    Application of Certain Payments..............................................42
        7.3    Due Date Extension...........................................................42
        7.4    Setoff.......................................................................42
        7.5    Proration of Payments........................................................43
        7.6    Taxes........................................................................43

SECTION 8      INCREASED COSTS; SPECIAL PROVISIONS
               FOR EURODOLLAR LOANS.........................................................45
        8.1    Increased Costs..............................................................45
        8.2    Basis for Determining Interest Rate Inadequate or Unfair.....................46
        8.3    Changes in Law Rendering Eurodollar Loans Unlawful...........................47
        8.4    Funding Losses...............................................................47
        8.5    Right of Lenders to Fund through Other Offices...............................47
        8.6    Discretion of Lenders as to Manner of Funding................................47
        8.7    Mitigation of Circumstances; Replacement of Lenders..........................48
        8.8    Conclusiveness of Statements; Survival of Provisions.........................48

SECTION 9      REPRESENTATIONS AND WARRANTIES...............................................49
        9.1    Organization.................................................................49
        9.2    Authorization; No Conflict...................................................49
        9.3    Validity and Binding Nature..................................................49
        9.4    Financial Condition..........................................................49
        9.5    No Material Adverse Change...................................................49
        9.6    Litigation...................................................................50
        9.7    Assets and Properties........................................................50
        9.8    Subsidiaries.................................................................50
        9.9    ERISA........................................................................50
        9.10   Investment Company Act.......................................................51
        9.11   Public Utility Holding Company Act...........................................51
        9.12   Regulation U.................................................................52
        9.13   Taxes........................................................................52
        9.14   Compliance with Environmental Laws...........................................52
        9.15   Insurance....................................................................52
        9.16   Real Property................................................................53
        9.17   Information..................................................................53
        9.18   Intellectual Property........................................................53
        9.19   Burdensome Obligations.......................................................53
        9.20   Labor Matters................................................................53
        9.21   No Default...................................................................53
        9.22   Contingent Obligations.......................................................54
        9.23   Foreign Employee Benefit Matters.............................................54
        9.24   Capitalization of the Company; Reservation of Shares;
                         Other Matters Relating to Capital Stock............................54

SECTION 10     COVENANTS....................................................................55
        10.1   Reports, Certificates and Other Information..................................55
                         10.1.1     Annual Report...........................................55
                         10.1.2     Interim Reports.........................................55
                         10.1.3     Compliance Certificates.................................56
                         10.1.4     Reports to the SEC and to Shareholders..................56
                         10.1.5     Notice of Default and Litigation........................56
                         10.1.6     Borrowing Base Certificates.............................57
                         10.1.7     Projections.............................................57
                         10.1.8     Management Reports......................................57
                         10.1.9     Cash Flow Forecasts.....................................57
                         10.1.10    Subordinated Debt Notices...............................58
                         10.1.11    No Default Certificate..................................58
                         10.1.12    Other Information.......................................58
        10.2   Books, Records and Inspections...............................................58
        10.3   Maintenance of Property; Insurance...........................................59
        10.4   Compliance with Laws; Payment of Taxes and Liabilities.......................59
        10.5   Maintenance of Existence, etc................................................59
        10.6   Financial Covenants..........................................................60
                         10.6.1     Fixed Charge Coverage Ratio.............................60
                         10.6.2     Interest Coverage Ratio.................................60
                         10.6.3     Senior Debt to EBITDA Ratio.............................61
                         10.6.4     Total Debt to EBITDA Ratio..............................61
                         10.6.5     EBITDA..................................................62
                         10.6.6     Capital Expenditures....................................62
        10.7   Limitations on Debt..........................................................62
        10.8   Liens........................................................................64
        10.9   Restricted Payments..........................................................65
        10.10  Mergers, Consolidations, Sales...............................................66
        10.11  Modification of Organizational Documents.....................................66
        10.12  Use of Proceeds..............................................................66
        10.13  Further Assurances...........................................................66
        10.14  Transactions with Affiliates.................................................68
        10.15  ERISA and Foreign Employee Benefit Compliance................................68
        10.16  Environmental Matters........................................................70
        10.17  Unconditional Purchase Obligations...........................................70
        10.18  Inconsistent Agreements; Subsidiary Support..................................70
        10.19  Business Activities..........................................................71
        10.20  Investments..................................................................71
        10.21  Restriction of Amendments to ESOP and Related Documents......................72
        10.22  Fiscal Year..................................................................72
        10.23  Prepayments, etc. of Debt....................................................73

SECTION 11     EFFECTIVENESS; CONDITIONS OF LENDING, ETC....................................73
        11.1   Initial Credit Extension.....................................................73
                         11.1.1     Notes...................................................73
                         11.1.2     Resolutions.............................................73
                         11.1.3     Incumbency and Signature Certificates...................74
                         11.1.4     Guaranty................................................74
                         11.1.5     Security Agreement......................................74
                         11.1.6     Pledge Agreement........................................74
                         11.1.7     Real Estate Documents...................................74
                         11.1.8     Opinions of Counsel.....................................75
                         11.1.9     Restated Charter; Lender Preferred; Board Designees.....75
                         11.1.10    Series A Warrant Agreement..............................75
                         11.1.11    Warrant Certificates....................................75
                         11.1.12    Registration Rights Agreement...........................75
                         11.1.13    Insurance...............................................75
                         11.1.14    [Intentionally Left Blank.].............................75
                         11.1.15    Filings, Registrations and Recordings...................76
                         11.1.16    Closing Certificate.....................................76
                         11.1.17    Borrowing Base Certificate..............................76
                         11.1.18    Charter and Bylaws......................................76
                         11.1.19    Plan Documents..........................................76
                         11.1.20    Other...................................................76
        11.2   Conditions...................................................................76
                         11.2.1     Compliance with Warranties, No Default, etc.............76
                         11.2.2     Borrowing Certificate...................................77
        11.3   Condition to Effectiveness...................................................77

SECTION 12     EVENTS OF DEFAULT AND THEIR EFFECT...........................................77
        12.1   Events of Default............................................................77
               12.1.1    Non-Payment of the Loans, etc. ....................................77
               12.1.2    Non-Payment of Other Debt..........................................77
               12.1.3    Other Material Obligations.........................................78
               12.1.4    Bankruptcy, Insolvency, etc........................................78
               12.1.5    Non-Compliance with Loan Documents.................................78
               12.1.6    Representations and Warranties.....................................78
               12.1.7    Plans..............................................................78
               12.1.8    Judgments..........................................................79
               12.1.9    Invalidity of Loan Documents, etc..................................79
               12.1.10   Invalidity of Subordination Provisions, etc........................79
               12.1.11   Material Adverse Effect............................................79
               12.1.12   Change in Control..................................................79
        12.2   Effect of Event of Default...................................................80

SECTION 13     THE AGENTS...................................................................80
        13.1   Appointment and Authorization................................................80
        13.2   Delegation of Duties.........................................................81
        13.3   Liability of Administrative Agent............................................81
        13.4   Reliance by Administrative Agent.............................................81
        13.5   Notice of Default............................................................82
        13.6   Credit Decision..............................................................82
        13.7   Indemnification..............................................................82
        13.8   Administrative Agent in Individual Capacity..................................83
        13.9   Successor Administrative Agent...............................................83
        13.10  Collateral Matters...........................................................84
        13.11  Funding Reliance.............................................................84

SECTION 14     GENERAL......................................................................85
        14.1   Waiver; Amendments...........................................................85
        14.2   Confirmations................................................................87
        14.3   Notices......................................................................87
        14.4   Computations.................................................................87
        14.5   Regulation U.................................................................88
        14.6   Costs, Expenses and Taxes....................................................88
        14.7   Subsidiary References........................................................88
        14.8   Captions.....................................................................88
        14.9   Assignments; Participations..................................................88
                         14.9.1     Assignments.............................................88
                         14.9.2     Participations..........................................90
        14.10  Governing Law................................................................90
        14.11  Counterparts.................................................................91
        14.12  Successors and Assigns.......................................................91
        14.13  Indemnification by the Borrowers.............................................91
        14.14  Nonliability of Lenders......................................................91
        14.15  Confidentiality..............................................................92
        14.16  Forum Selection and Consent to Jurisdiction..................................92
        14.17  Waiver of Jury Trial.........................................................93
        14.18  Power of Attorney............................................................93
        14.19  Addition and Termination of Subsidiaries as Borrowers........................94
        14.20  Treatment of Pre-Petition ESOP Loans.........................................94
        14.21  Treatment of Certain Borrowing Subsidiaries under the Pre-Petition Credit
               Agreement. ..................................................................95

SECTION 15     GUARANTY.....................................................................95
        15.1   The Guaranty.................................................................95
        15.2   Guaranty Unconditional.......................................................95
        15.3   Discharge Only Upon Payment in Full;
                         Reinstatement in Certain Circumstances.............................96
        15.4   Waiver.......................................................................96
        15.5   Stay of Acceleration.........................................................96



                                 SCHEDULES


SCHEDULE I            Initial Subsidiary Borrowers
SCHEDULE II           Properties Designated for Sale
SCHEDULE 2.1          Lenders and Percentages
SCHEDULE 2.3.6        Prior Letters of Credit
SCHEDULE 9.6          Litigation
SCHEDULE 9.8          Subsidiaries
SCHEDULE 9.9          Plans
SCHEDULE 9.15         Insurance
SCHEDULE 9.16         Real Property
SCHEDULE 9.20         Labor Matters
SCHEDULE 9.24         Capitalization
SCHEDULE 10.8         Permitted Existing Liens
SCHEDULE 10.20        Permitted Existing Investments
SCHEDULE 11.1.7       Mortgaged Properties
SCHEDULE 14.3         Addresses for Notices


                            EXHIBITS


EXHIBIT A             Form of Note (Section 3.1)
EXHIBIT B             Form of Compliance Certificate (Section 10.1.3)
EXHIBIT C             Form of Cash Flow Report (Section 10.1.9)
EXHIBIT D             Form of Borrowing Base Certificate (Section 1.1)
EXHIBIT E             Form of Assignment Agreement (Section 14.9.1)
EXHIBIT F-1           Form of Opinion of Skadden Arps Slate Meagher & Flom (Section 11.1.8)
EXHIBIT F-2           Form of Opinion of Ice Miller Donadio & Ryan (Section 11.1.8)
EXHIBIT F-3           Form of Opinion of Norman L. Roelke (Section 11.1.8)
EXHIBIT G             Form of Guaranty (Section 1.1)
EXHIBIT H             Form of Security Agreement (Section 1.1)
EXHIBIT I             Form of Pledge Agreement (Section 1.1)
EXHIBIT J             Form of Restated Charter (Section 1.1)
EXHIBIT K             Form of Series A Warrant Agreement (Section 1.1)
EXHIBIT L             Form of Warrant Certificate (Section 1.1)
EXHIBIT M             Form of Assumption Letter (Section 1.1)
EXHIBIT N             Form of Borrowing Certificate (Section 11.2.2)

</TABLE>



                     POST-CONFIRMATION CREDIT AGREEMENT

        THIS POST-CONFIRMATION CREDIT AGREEMENT dated as of October 20,
2000 (this "Agreement") is entered into among TOKHEIM CORPORATION, an
Indiana corporation (the "Company"), the other Borrowers (defined below),
the financial institutions that are or may from time to time become parties
hereto (together with their respective successors and assigns, the
"Lenders"), AMSOUTH BANK, as documentation agent for the Lenders, and ABN
AMRO BANK N.V. (in its individual capacity, "ABN"), as administrative agent
for the Lenders.

                                  Recitals

        WHEREAS, on August 28, 2000 (the "Filing Date"), the Company,
together with its Subsidiaries Gasboy International, Inc., Tokheim
Investment Corp., Management Solutions, Inc., Sunbelt Hose & Petroleum
Equipment Inc., Tokheim Services LLC and Tokheim RPS, LLC, (collectively
with the Company, the "Debtors"), filed, with the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court"), voluntary
petitions for relief under chapter 11 of the United States Bankruptcy Code
(the "Bankruptcy Code");

        WHEREAS, on the Filing Date the Debtors filed a Joint Plan of
Reorganization of Tokheim Corporation and its Subsidiary Debtors in the
Bankruptcy Court (the "Plan of Reorganization") and wish to obtain working
capital financing upon the effectiveness thereof;

        WHEREAS, all of the secured claims of the Lenders with respect to
obligations of the Company and its Subsidiaries under the Pre-Petition
Credit Agreement (defined below) prior to the effectiveness of the Plan of
Reorganization are to be evidenced by loans hereunder; and

        WHEREAS, the Lenders have agreed to make available to the Borrowers
a revolving credit facility (which includes letters of credit), and to
restructure their existing secured claims owing by the Company and its
Subsidiaries into special loans and term loans, in each case upon the terms
and conditions set forth herein;

        NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:

        SECTION 1  DEFINITIONS.

        1.1 Definitions. When used herein the following terms shall have
the following meanings:

        ABN - see the Preamble.

        Account Debtor means any Person who is obligated to the Company or
any Domestic Subsidiary under an Account Receivable.

        Account Receivable means, with respect to any Person, any right of
such person to payment for goods sold or leased or for services rendered,
whether or not evidenced by an instrument or chattel paper and whether or
not yet earned by performance.

        Administrative Agent means ABN in its capacity as administrative
agent for the Lenders hereunder and any successor thereto in such capacity.

        Affected Loan - see Section 8.3.

        Affiliate of any Person means (i) any other Person which, directly
or indirectly, controls or is controlled by or is under common control with
such Person and (ii) for purposes of Section 10.14 only, any officer or
director of such Person. A Person shall be deemed to be "controlled by" any
other Person if such Person possesses, directly or indirectly, power to
vote 5% or more of the securities (on a fully diluted basis) having
ordinary voting power for the election of directors or managers or power to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise.

        Agents means the Administrative Agent and the Documentation Agent.

        Agreement - see the Preamble.

        Asset Sale means the sale, lease, assignment or other transfer for
value (each a "Disposition") by the Company or any Subsidiary to any Person
(other than the Company or any Subsidiary) of any asset or right of the
Company or such Subsidiary other than (i) the sale or lease of inventory in
the ordinary course of business, (ii) Dispositions permitted by Section
10.10(e) and (iii) Dispositions the Net Cash Proceeds of which do not
exceed $100,000 in the aggregate in any Fiscal Year.

        Assignment Agreement - see Section 14.9.1.

        Assumption Letter means a letter of a Domestic Subsidiary of the
Company addressed to the Lenders in substantially the form of Exhibit M
pursuant to which such Subsidiary agrees to become a Borrower and agrees to
be bound by the terms and conditions hereof.

        Attorney Costs means, with respect to any Person, all reasonable
fees and charges of any counsel to such Person, the reasonable allocable
cost of internal legal services of such Person, all reasonable
disbursements of such internal counsel and all court costs and similar
reasonable legal expenses.

        Bankruptcy Code - see the recitals.

        Base Rate means at any time the greater of (a) the Federal Funds
Rate plus 0.5% and (b) the Prime Rate.

        Base Rate Loan means any Loan which bears interest at or by
reference to the Base Rate.

        Benefit Plan means a defined benefit plan as defined in Section
3(35) of ERISA (other than a Multiemployer Plan) subject to Title IV of
ERISA in respect of which the Company or any ERISA Affiliate is an
"employer" as defined in Section 3(5) of ERISA or with respect to which the
Company or any ERISA Affiliate has any potential liability.

        Borrower means, as applicable, the Company, the Subsidiaries listed
on Schedule I and any other Domestic Subsidiary designated by the Company
as a Borrower hereunder pursuant to Section 14.19.

        Borrowing Base means an amount equal to the total of (a) 80% of the
unpaid amount (net of such reserves and allowances as the Administrative
Agent deems necessary in its reasonable discretion) of all Eligible
Accounts Receivable (not including more than $2,500,000 of "bill and hold"
Accounts Receivable) plus (b) 55% of the value of all Eligible Inventory
comprising raw materials valued at the lower of cost or market (net of such
reserves and allowances as the Administrative Agent deems necessary in its
reasonable discretion) plus (c) 85% of the value of all Eligible Inventory
comprising finished goods valued at the lower of cost or market (net of
such reserves and allowances as the Administrative Agent deems necessary in
its reasonable discretion) plus (d) the lesser of (x) 20% of the gross book
value of all Eligible PP&E (net of such reserves and allowances as the
Administrative Agent deems necessary in its reasonable discretion) and (y)
$18,000,000 minus (e) any Proceeds Reserve.

        Borrowing Base Certificate means a certificate substantially in the
form of Exhibit D.

        Borrowing Base Shortfall means, at any time, the amount by which
the Revolving Outstandings exceed the Revolving Commitment Amount at such
time.

        Borrowing Certificate - see Section 2.2.2.

        Budget - see Section 10.1.7.

        Business Day means any day (other than a Saturday or Sunday) on
which ABN is open for commercial banking business in Chicago, Illinois and,
in the case of a Business Day which relates to a Eurodollar Loan, on which
dealings are carried on in the London interbank eurodollar market.

        Capital Expenditures means all expenditures which, in accordance
with GAAP, would be required to be classified as expenditures for the
purchase or other acquisition of any asset classified as a fixed or capital
asset in accordance with GAAP, but excluding expenditures made in respect
of leasehold improvements to the extent the Company or the applicable
Subsidiary has been reimbursed therefor by the applicable lessor and
excluding expenditures made in connection with the replacement,
substitution or restoration of assets to the extent financed (i) from
insurance proceeds (or other similar recoveries) 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.

        Capital Lease means, with respect to any Person, any lease of (or
other agreement conveying the right to use) any real or personal property
by such Person that, in conformity with GAAP, is accounted for as a capital
lease on the balance sheet of such Person.

        Capitalized Interest - see Section 4.2.

        Capital Stock means the equity securities of a corporation or
societe anonyme, the voting partnership interests of a partnership and the
voting membership interests of a limited liability company and any
warrants, options or other rights in respect thereof.

        Cash Collateralize means to deliver cash collateral to the
Administrative Agent, to be held as cash collateral for outstanding Letters
of Credit, pursuant to documentation satisfactory to the Administrative
Agent. Derivatives of such term have corresponding meanings.

        Cash Equivalent Investment means, at any time, (a) any evidence of
Debt, maturing not more than one year after such time, issued or guaranteed
by the United States Government or any agency thereof, (b) commercial
paper, maturing not more than one year from the date of issue, or corporate
demand notes, in each case (unless issued by a Lender or its holding
company) rated at least A-l by Standard & Poor's Ratings Group ("S&P") or
P-l by Moody's Investors Service, Inc. ("Moody's"), (c) any certificate of
deposit (or time deposits represented by such certificates of deposit) or
banker's acceptance, maturing not more than one year after such time, or
overnight Federal Funds transactions that are issued or sold by any Lender
or its holding company or by a commercial banking institution that is a
member of the Federal Reserve System and has a combined capital and surplus
and undivided profits of not less than $500,000,000, (d) any repurchase
agreement entered into with any Lender (or other commercial banking
institution of the stature referred to in clause (c)) which (i) is secured
by a fully perfected security interest in any obligation of the type
described in any of clauses (a) through (c) and (ii) has a market value at
the time such repurchase agreement is entered into of not less than 100% of
the repurchase obligation of such Lender (or other commercial banking
institution) thereunder and (e) to the extent the same are held by Foreign
Subsidiaries, (i) marketable direct obligations issued or unconditionally
guaranteed by the governments of France, the United Kingdom, Germany or The
Netherlands and backed by the full faith and credit of such government,
(ii) Euro, Deutsche Marks, French Francs, Dutch Guilders and Sterling 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 Germany, France, The
Netherlands or the United Kingdom, or its branches or agencies, (iii)
shares of money market, mutual or similar funds having assets in excess of
$100,000,000 or the equivalent amount in Euro, Deutsche Marks, French
Francs, Dutch Guilders or Sterling and the investments of which are limited
to investment grade securities (i.e., securities rated at least Baa by
Moody's or at least BBB by S&P) and (iv) commercial paper of German,
French, Dutch or United Kingdom banks and bank holding companies and their
subsidiaries and German, French, Dutch and United Kingdom finance,
commercial, industrial or utility companies which, at the time of
acquisition, are rated A-1 (or better) by S&P or P-1 (or better) by
Moody's.

        Chapter 11 Cases means the chapter 11 cases of the Debtors under
case nos. 00-03454(PJW) through 00-03460(PJW) in the Bankruptcy Court.

        Closing Date - see Section 11.1.

        Code means the Internal Revenue Code of 1986.

        Collateral means all property and interests in property now owned
or hereafter acquired by the Company or any of its Subsidiaries upon which
a security interest, lien or mortgage is granted to the Administrative
Agent, for the benefit of the Lenders, whether under the Security
Agreement, under the Collateral Documents or under any of the other Loan
Documents to secure obligations under any Loan Document and any Hedging
Obligations with any Lender or any Affiliate of a Lender.

        Collateral Access Agreement means an agreement in form and
substance reasonably satisfactory to the Administrative Agent pursuant to
which a mortgagee or lessor of real property on which Collateral is stored
or otherwise located, or a warehouseman, processor or other bailee of
Inventory, acknowledges the Liens of the Administrative Agent and waives
any Liens held by such Person on such property, and, in the case of any
such agreement with a mortgagee or lessor, permits the Administrative Agent
access to and use of such real property for a reasonable amount of time
following the occurrence and during the continuance of an Event of Default
to assemble, complete and sell any Collateral stored or otherwise located
thereon.

        Collateral Documents means the Security Agreement, each Mortgage,
the Pledge Agreement and any other agreement or instrument pursuant to
which the Company, any Subsidiary or any other Person grants collateral to
the Administrative Agent for the benefit of the Lenders.

        Commercial Letter of Credit means any Letter of Credit which is
drawable upon presentation of a sight draft and other documents evidencing
the sale or shipment of goods purchased by the Company or any Subsidiary in
the ordinary course of business.

        Commitment means, as to any Lender, such Lender's commitment to
make Loans, and to issue or participate in Letters of Credit, under this
Agreement. The initial amount of each Lender's Tranche A Term Loan, Tranche
B Term Loan, Special Loan and Revolving Loan Percentage of the Revolving
Commitment Amount is set forth on Schedule 2.1.

        Common Stock - see Section 9.24.

        Company - see the Preamble.

        Computation Period means each period of four consecutive Fiscal
Quarters ending on the last day of a Fiscal Quarter.

        Confirmation Order means an order of the Bankruptcy Court
confirming the Plan of Reorganization pursuant to Section 1129 of the
Bankruptcy Code, which order shall be reasonably satisfactory to the Agents
and the Majority Lenders.

        Consolidated Net Income means, with respect to the Company and its
Subsidiaries for any period, the net income (or loss) of the Company and
its Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP, excluding any gains or losses from Asset Sales, any
extraordinary gains or losses and any gains or losses from discontinued
operations.

        Controlled Group means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the
Company or any of its Subsidiaries, are treated as a single employer under
Section 414 of the Code or Section 4001 of ERISA.

        Debt of any Person means, without duplication, (a) all indebtedness
of such Person for borrowed money, whether or not evidenced by bonds,
debentures, notes or similar instruments, (b) the principal component of
all obligations of such Person as lessee under Capital Leases which have
been or should be recorded as liabilities on a balance sheet of such Person
in accordance with GAAP, (c) all obligations of such Person to pay the
deferred purchase price of property or services (excluding trade accounts
payable in the ordinary course of business), (d) all indebtedness secured
by a Lien on the property of such Person, whether or not such indebtedness
shall have been assumed by such Person, (e) all obligations, contingent or
otherwise, with respect to the face amount of all letters of credit
(whether or not drawn) and banker's acceptances issued for the account of
such Person (including the Letters of Credit), (f) all Hedging Obligations
of such Person, (g) all Suretyship Liabilities of such Person, (h) all Debt
of any partnership of which such Person is a general partner (except to the
extent any such Debt is expressly non-recourse to such general partner) and
(i) any sale, assignment or discounting of Accounts Receivable, "traites"
(within the meaning of French law) or similar post-dated checks or invoices
of such Person, together with any obligation of such Person to pay
discount, interest, fees, indemnities, penalties, recourse, expenses or
other amounts in connection therewith. For purposes of this Agreement,
whenever the amount of any sale, assignment or discounting of Accounts
Receivable, "traites" or post-dated checks or invoices is to be calculated,
the amount thereof shall be the amount of the unrecovered capital or
principal investment of the purchaser thereof, excluding amounts
representing yield or interest earned on such investment.

        Debtors - see the recitals.

        Designated Proceeds - see Section 6.2.2(a).

        DIP Credit Agreement means the Post-Petition Credit Agreement dated
as of August 29, 2000 among the Debtors, ABN AMRO Bank N.V., as
administrative agent, and the lenders party thereto, as amended prior to
the Closing Date.

        Documentation Agent means AmSouth Bank, in its capacity as
documentation agent for the Lenders.

        Dollar Amount means at any time, in relation to an amount
denominated in a currency other than United States Dollars, the amount of
United States Dollars which could be purchased with such amount at the
prevailing foreign exchange spot rate at such time.

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

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

        Domestic Subsidiary means each Subsidiary other than a Foreign
Subsidiary.

        EBITDA means, for any period, Consolidated Net Income for such
period plus, to the extent deducted in determining such Consolidated Net
Income, Interest Expense, income tax expense, depreciation and amortization
expenses for such period plus the portion of consolidated net income
attributable to minority interests in the Company's Subsidiaries not
included in the calculation of Consolidated Net Income plus, to the extent
deducted in determining such Consolidated Net Income, any non-recurring
expenses related to the reorganization and restructuring of the Company and
its Subsidiaries in connection with the Chapter 11 Cases plus, to the
extent deducted in determining such Consolidated Net Income, to the extent
incurred prior to the date hereof and to the extent the same are included
in the definition of "EBITDA" for such period under the Pre-Petition Credit
Agreement (as in effect immediately prior to Plan Effectiveness) pursuant
to clause (x) of such definition (and subject to any limitation in such
clause), any non-recurring expenses related to the reorganization and
restructuring of the Company (including the businesses purchased pursuant
to the Sofitam Acquisition and the Schlumberger Acquisition, and MSI) which
are charged to operating expenses when and as charged plus, to the extent
deducted in determining such Consolidated Net Income and without
duplication, any non-recurring employee severance expenses which are
charged to operating expenses when and as charged in an aggregate amount
not to exceed $15,000,000 plus, to the extent deducted in determining such
Consolidated Net Income and without duplication, any non-recurring
expenses related to the reorganization and restructuring of the Company
which are charged to operating expenses when and as charged in an aggregate
amount not to exceed $2,000,000.

        Eligible Account Receivable means an Account Receivable owing to
the Company or (so long as the same is a Subsidiary) Gasboy which meets
each of the following requirements:

               (1) it arises from the sale of goods or the rendering of
        services by the Company or Gasboy; and if it arises from the sale
        of goods, (i) such goods comply with such Account Debtor's
        specifications (if any) and (except in connection with "bill and
        hold" Accounts Receivable in the ordinary course of business
        consistent with past practice) have been delivered to such Account
        Debtor and (ii) the Company or Gasboy, as applicable, has
        possession of, or if requested by the Administrative Agent has
        delivered to the Administrative Agent, delivery receipts evidencing
        such delivery;

               (2) it (a) is subject to a perfected Lien in favor of the
        Administrative Agent for the benefit of the Agents and the Lenders
        and (b) is not subject to any other assignment, claim or Lien;

               (3) it is a valid, legally enforceable and unconditional
        obligation of the Account Debtor with respect thereto, and is not
        subject to any counterclaim, credit, allowance, discount, rebate or
        adjustment by the Account Debtor with respect thereto, or to any
        claim by such Account Debtor denying liability thereunder in whole
        or in part (provided, that in the event any counterclaim, credit,
        allowance, rebate or adjustment is asserted, or discount is
        granted, the Account Receivable shall only be ineligible pursuant
        to this clause (3) to the extent of the same);

               (4) there is no bankruptcy, insolvency or liquidation
        proceeding pending or threatened by or against the Account Debtor
        with respect thereto and the Account Debtor with respect thereto
        shall not be insolvent or have admitted in writing its inability to
        pay its debts generally as they become due;

               (5) it is not an Account Receivable arising from a "sale on
        approval," "sale or return" or "consignment" or subject to any
        other repurchase or return agreement and it is not an Account
        Receivable arising from a "bill and hold" except in connection with
        "bill and hold" Accounts Receivable in the ordinary course of
        business consistent with past practice;

               (6) except in connection with "bill and hold" Accounts
        Receivable in the ordinary course of business consistent with past
        practice, it is not an Account Receivable with respect to which
        possession and/or control of the goods sold giving rise thereto is
        held, maintained or retained by the Company or any Subsidiary (or
        by any agent or custodian of the Company or any Subsidiary) for the
        account of or subject to further and/or future direction from the
        Account Debtor with respect thereto;

               (7) it arises in the ordinary course of business of the
        Company or Gasboy, as applicable;

               (8) if the Company maintains a credit limit for an Account
        Debtor, the aggregate dollar amount of Accounts Receivable due from
        such Account Debtor, including such Account Receivable, does not
        exceed such credit limit (provided that if any such credit limit is
        exceeded, only the aggregate dollar amount in excess of such credit
        limit shall be ineligible pursuant to this clause (8));

               (9) such Account Receivable is not more than (a) 90 days
        past the due date thereof or (b) 125 days past the original invoice
        date thereof, in each case according to the original terms of sale;

               (10) the Account Debtor with respect thereto is not the
        Company or an Affiliate of the Company; and

               (11) such Account Receivable is denominated in Dollars and
        is payable in the United States.

An Account Receivable which is at any time an Eligible Account Receivable,
but which subsequently fails to meet any of the foregoing requirements,
shall forthwith cease to be an Eligible Account Receivable. Further, with
respect to any Account Receivable, if the Administrative Agent or the
Required Revolving Lenders at any time hereafter determine in their
reasonable discretion that the prospect of payment or performance by the
Account Debtor with respect thereto is materially impaired for any reason
whatsoever, such Account Receivable shall cease to be an Eligible Account
Receivable after notice of such determination is given to the Company.

        Eligible Assignee means (i) a commercial bank organized under the
laws of the United States, or any state thereof, and having a combined
capital and surplus of at least $500,000,000; (ii) a commercial bank
organized under the laws of any other country which is a member of the
Organization for Economic Cooperation and Development, or a political
subdivision of any such country, and having a combined capital and surplus
of at least $500,000,000, provided that such bank is acting through a
branch or agency located in the United States; (iii) a Person that is
primarily engaged in the business of commercial banking and that is (A) a
Subsidiary of a Lender, (B) a Subsidiary of a Person of which a Lender is a
Subsidiary or (C) a Person of which a Lender is a Subsidiary; or (iv) an
insurance company, pension fund, mutual fund, finance company or similar
financial institution having a net worth of at least $250,000,000.

        Eligible Inventory means Inventory of the Company or (so long as
the same is a Subsidiary) Gasboy which meets each of the following
requirements:

               (1) it (a) is subject to a perfected Lien in favor of the
        Administrative Agent for the benefit of the Agents and the Lenders
        and (b) is not subject to any other assignment, claim or Lien;

               (2) in the case of finished goods, it is salable;

               (3) it is in the possession and control of the Company or
        Gasboy and it is stored and held in facilities owned by the Company
        or Gasboy or, if such facilities are not so owned, the
        Administrative Agent is in possession of a Collateral Access
        Agreement with respect thereto;

               (4) it is not Inventory produced in violation of the Fair
        Labor Standards Act and subject to the "hot goods" provisions
        contained in Title 29 U.S.C.ss.215;

               (5) it is not subject to any agreement which would restrict
        the Administrative Agent's ability to sell, assign or otherwise
        dispose of such Inventory;

               (6) it is located in the United States or in any territory
        or possession of the United States that has adopted Article 9 of
        the Uniform Commercial Code;

               (7) it is not "in transit" to the Company or Gasboy or held
        by the Company or Gasboy on consignment;

               (8) no event has occurred, and no condition exists, with
        respect to such Inventory that would substantially impede the
        ability of the Company (or Gasboy, as applicable) to continue to
        use or sell such item of Inventory in the ordinary course of
        business;

               (9) it is not evidenced by an Account Receivable; and

               (10) the Administrative Agent shall not have determined in
        its reasonable discretion that it is unacceptable due to age, type,
        category, quality, quantity and/or any other reason whatsoever.

Inventory which is at any time Eligible Inventory but which subsequently
fails to meet any of the foregoing requirements shall forthwith cease to be
Eligible Inventory.

        Eligible PP&E means plants, buildings, furniture, fixtures and
equipment owned by the Company or (so long as the same is a Subsidiary)
Gasboy which meet the following requirements:

               (1) the Company or Gasboy is the lawful owner of such
        plants, buildings, furniture, fixtures or equipment, free and clear
        of all security interests, and such ownership is protected against
        all persons and entities whatsoever;

               (2) such plants, buildings, furniture, fixtures or equipment
        are in good condition, repair and working order and are insured in
        accordance with Section 10.3;

               (3) the Administrative Agent is the holder of a first
        priority security interest for the benefit of the Agents and the
        Lenders in the ownership interest of the Company or Gasboy therein;
        and

               (4) it is otherwise satisfactory to the Administrative
        Agent.

Plants, buildings, furniture, fixtures or equipment which at any time are
Eligible PP&E, but which subsequently fail to meet any of the foregoing
requirements, shall forthwith cease to be Eligible PP&E.

        Environmental Laws - see Section 9.14.

        ERISA means the Employee Retirement Income Security Act of 1974.

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

        Eurocurrency Reserve Percentage means, with respect to any
Eurodollar Loan for any Interest Period, a percentage (expressed as a
decimal) equal to the daily average during such Interest Period of the
percentage in effect on each day of such Interest Period, as prescribed by
the FRB, for determining the aggregate maximum reserve requirements
applicable to "Eurocurrency Liabilities" pursuant to Regulation D or any
other then applicable regulation of the FRB which prescribes reserve
requirements applicable to "Eurocurrency Liabilities" as presently defined
in Regulation D.

        ESOP means the Retirement Savings Plan for Employees of Tokheim
Corporation, effective July 1, 1989, and subsequently amended by the First,
Second, Third and Fourth Amendments thereto adopted prior to the date of
this Agreement.

        ESOP Preferred Stock - see Section 9.24.

        Eurodollar Loan means any Loan which bears interest at a rate
determined by reference to the Eurodollar Rate (Reserve Adjusted).

        Eurodollar Office means with respect to any Lender the office or
offices of such Lender which shall be making or maintaining the Eurodollar
Loans of such Lender hereunder. A Eurodollar Office of any Lender may be,
at the option of such Lender, either a domestic or foreign office.

        Eurodollar Rate means, with respect to any Eurodollar Loan for any
Interest Period, a rate per annum equal to the offered rate for deposits in
Dollars for a period equal or comparable to such Interest Period which
appears on Telerate page 3750 as of 11:00 A.M. (London time) two Business
Days prior to the first day of such Interest Period. "Telerate Page 3750"
means the display designated as "Page 3750" on the Telerate Service (or
such other page as may replace page 3750 on that service or such other
service as may be nominated by the British Bankers' Association as the
information vendor for the purpose of displaying British Bankers'
Association Interest Settlement Rates for Dollar deposits).

        Eurodollar Rate (Reserve Adjusted) means, with respect to any
Eurodollar Loan for any Interest Period, a rate per annum (rounded upwards,
if necessary, to the nearest 1/100th of 1%) determined pursuant to the
following formula:

                 Eurodollar Rate     =      Eurodollar Rate
                                            ---------------
               (Reserve Adjusted)           1-Eurocurrency
                                            Reserve Percentage.

        Event of Default means any of the events described in Section 12.1.

        Excess Cash Flow means, for any period, the remainder of

               (a)    EBITDA for such period,

        less

               (b)    the sum, without duplication, of

                      (i) scheduled repayments of principal of Special
               Loans made during such period (other than payments made or
               financed, directly or indirectly, with the proceeds of
               issuance of equity securities or Subordinated Debt issued by
               the Company or any Subsidiary), and all scheduled reductions
               in the Revolving Commitment Amount occurring during such
               period,

               plus

                      (ii) voluntary prepayments of the Term Loans and
               Special Loans pursuant to Section 6.2.1 during such period
               (other than payments made or financed, directly or
               indirectly, with the proceeds of issuance of equity
               securities or Subordinated Debt issued by the Company or any
               Subsidiary),

               plus

                      (iii) cash payments made in such period with respect
               to Capital Expenditures,

               plus

                      (iv) all federal, state, local and foreign income
               taxes paid in cash by the Company and its Subsidiaries
               during such period,

               plus

                      (v) cash Interest Expense of the Company and its
               Subsidiaries during such period,

               plus

                      (vi) to the extent reflected in determining EBITDA
               for such period, cash payments made by the Company and its
               Subsidiaries in respect of employee severance expense and
               reorganization and restructuring expenses.

        Existing Secured Lender Claims means all amounts payable by the
Company or any Subsidiary to the Lenders under the Pre-Petition Credit
Agreement and the Pre-Petition Loan Documents and all ESOP Guaranty
Obligations (as defined in the Pre-Petition Credit Agreement), including
principal, accrued and unpaid interest (including interest accrued from and
after the Filing Date) and other costs and expenses.

        Facility means each of (a) the Commitments to make Revolving Loans
and the Revolving Loans made thereunder, (b) the Tranche A Term Loans, (c)
the Tranche B Term Loans and (d) the Special Loans.

        Federal Funds Rate means, for any day, the rate set forth in the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including
any such successor publication, "H.15(519)") on the preceding Business Day
opposite the caption "Federal Funds (Effective)"; or, if for any relevant
day such rate is not so published on any such preceding Business Day, the
rate for such day will be the arithmetic mean as determined by the
Administrative Agent of the rates for the last transaction in overnight
Federal funds arranged prior to 9:00 A.M. (New York City time) on that day
by each of three leading brokers of Federal funds transactions in New York
City selected by the Administrative Agent.

        Filing Date - see the recitals.

        Fiscal Quarter means a fiscal quarter of a Fiscal Year.

        Fiscal Year means the fiscal year of the Company and its
Subsidiaries, which period shall be the 12-month period ending on November
30 of each year. References to a Fiscal Year with a number corresponding to
any calendar year (e.g., "Fiscal Year 2000") refer to the Fiscal Year
ending on November 30 of such calendar year.

        Fixed Charge Coverage Ratio means, for any Computation Period, the
ratio of (a) the total for such period of EBITDA minus the sum of (i)
income taxes paid by the Company and its Subsidiaries plus (ii) all Capital
Expenditures to (b) the sum for such period of (i) cash Interest Expense
plus (ii) scheduled payments of principal of Funded Debt (including the
Term Loans and the Special Loans).

        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 Company, any of its Subsidiaries or any
members of its Controlled Group and is not covered by ERISA pursuant to
ERISA Section 4(b)(4).

        Foreign Pension Plan means any employee benefit plan as described
in Section 3(3) of ERISA which (i) is maintained or contributed to for the
benefit of employees of the Company, any of its Subsidiaries or any of its
ERISA Affiliates, (ii) is not covered by ERISA pursuant to Section 4(b)(4)
of ERISA and (iii) under applicable local law, is required to be funded
through a trust or other funding vehicle.

        Foreign Subsidiary shall mean each Subsidiary of the Company
organized under the laws of any jurisdiction other than the United States
or any state thereof.

        FRB means the Board of Governors of the Federal Reserve System or
any successor thereto.

        Funded Debt means, as to any Person, all Debt of such Person that
matures more than one year from the date of its creation (or is renewable
or extendible, at the option of such Person, to a date more than one year
from such date).

        GAAP means generally accepted accounting principles set forth from
time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants
and statements and pronouncements of the Financial Accounting Standards
Board (or agencies with similar functions of comparable stature and
authority within the U.S. accounting profession), which are applicable to
the circumstances as of the date of determination.

        Gasboy means Gasboy International, Inc., a Pennsylvania
corporation.

        Group - see Section 2.2.1.

        Guaranteed Obligations means all indebtedness, liabilities,
obligations, covenants and duties of, and all terms and conditions to be
observed by, the Borrowers (other than the Company) due or owing to, or in
favor or for the benefit of, the Administrative Agent (for the benefit of
the Lenders) and the Lenders under the Loan Documents and all Hedging
Obligations of Domestic Subsidiaries owing to a Lender or an Affiliate of a
Lender, in each case, of every kind, nature and description, direct or
indirect, absolute or contingent, due or not due, contractual or tortious,
liquidated or unliquidated, arising by operation of law or otherwise, now
existing or hereafter arising.

        Guaranty means a guaranty substantially in the form of Exhibit G.

        Hazardous Substances - see Section 10.16.

        Hedging Agreement means any interest rate, currency or commodity
swap agreement, cap agreement or collar agreement, and any other agreement
or arrangement designed to protect a Person against fluctuations in
interest rates, currency exchange rates or commodity prices.

        Hedging Obligation means, with respect to any Person, any liability
of such Person under any Hedging Agreement.

        Indemnified Liabilities - see Section 14.13.

        Interest Coverage Ratio means, for any Computation Period, the
ratio of (a) EBITDA for such Computation Period to (b) cash Interest
Expense for such Computation Period.

        Interest Expense means for any period the consolidated interest
expense of the Company and its Subsidiaries for such period (including all
imputed interest on Capital Leases).

        Interest Period means, as to any Eurodollar Loan, the period
commencing on the date such Loan is borrowed or continued as, or converted
into, a Eurodollar Loan and ending on the date one, two, three or six
months thereafter as selected by the applicable Borrower pursuant to
Section 2.2.2 or 2.2.3, as the case may be; provided that:

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

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

                      (iii) no Borrower may select any Interest Period for
               a Revolving Loan which would extend beyond the scheduled
               Termination Date; and

                      (iv) the Company may not select any Interest Period
               for a Term Loan in any Facility which would extend beyond
               the scheduled Termination Date.

        Inventory has the meaning assigned to such term in the Uniform
Commercial Code as in effect in the State of New York on the date hereof.

        Investment means, relative to any Person, any investment in another
Person, whether by acquisition of any debt or equity security, by making
any loan or advance or by becoming obligated with respect to a Suretyship
Liability in respect of obligations of such other Person (other than
prepaid expenses, accounts receivable and travel and similar advances to
employees, in each case in the ordinary course of business).

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

        Issuing Lender means ABN in its capacity as the issuer of Letters
of Credit hereunder and its successors and assigns in such capacity.

        L/C Application means, with respect to any request for the issuance
of a Letter of Credit, a letter of credit application in the form being
used by the Issuing Lender at the time of such request for the type of
letter of credit requested.

        Lender - see the Preamble. References to the "Lenders" shall
include the Issuing Lender; for purposes of clarification only, to the
extent that ABN (or any successor Issuing Lender) may have any rights or
obligations in addition to those of the other Lenders due to its status as
Issuing Lender, its status as such will be specifically referenced.

        Lender Preferred means the Series A Senior Preferred Stock of the
Company, stated value $10 per share, having the rights, preferences,
privileges and restrictions set forth in the Restated Charter.

        Letter of Credit - see Section 2.1.5.

        Lien means, with respect to any Person, any interest granted by
such Person in any real or personal property, asset or other right owned or
being purchased or acquired by such Person which secures payment or
performance of any obligation and shall include any mortgage, lien,
encumbrance, charge or other security interest of any kind, whether arising
by contract, as a matter of law, by judicial process or otherwise.

        Loan Documents means this Agreement, the Notes, the L/C
Applications, the Guaranty and the Collateral Documents.

        Loan Party means the Company and each Domestic Subsidiary.

        Loans means Revolving Loans, Term Loans and Special Loans.

        MSI means Management Solutions, Inc., a Colorado corporation.

        Majority Lenders means Lenders having an aggregate Total Percentage
of more than 50%.

        Mandatory Prepayment Event - see Section 6.2.2(a).

        Margin Stock means any "margin stock" as defined in Regulation U.

        Material Adverse Effect means (a) a material adverse change in, or
a material adverse effect upon, the financial condition, operations,
assets, business, properties or prospects of the Company and its
Subsidiaries taken as a whole, (b) a material impairment of the ability of
the Company or any Subsidiary to perform any of its obligations under any
Loan Document to which it is a party or (c) a material adverse effect upon
any substantial portion of the Collateral or upon the legality, validity,
binding effect or enforceability against the Company or any Subsidiary of
any Loan Document to which it is a party.

        Material Subsidiary means, at any time, any Subsidiary which at
such time has assets in excess of $1,000,000 (without giving effect to any
writedown of assets after the Closing Date not approved in writing by the
Required Lenders).

        Mortgage means a mortgage, deed of trust, leasehold mortgage or
similar instrument granting the Administrative Agent a Lien on real
property of the Company or any Subsidiary.

        Multiemployer Plan means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA subject to Title IV of ERISA and which is
contributed to by either the Company or any ERISA Affiliate or with respect
to which the Company or any ERISA Affiliate has potential liability.

        Net Cash Proceeds means:

        (a)    with respect to any Asset Sale the aggregate cash proceeds
               (including cash proceeds received by way of deferred payment
               of principal pursuant to a note, installment receivable or
               otherwise, but only as and when received) received by the
               Company or any Subsidiary pursuant to such Asset Sale net of
               (i) the direct costs relating to such sale, transfer or
               other disposition (including brokerage and sales commissions
               and legal, accounting and investment banking fees), (ii)
               reasonable costs and expenses (including those required to
               be incurred by any state or local government) incurred
               directly in connection with developing or preparing the
               related assets for such sale, transfer or other disposition
               which are incurred in anticipation of such sale, transfer or
               other disposition (A) after the Company has designated such
               assets as being marketed for sale, transfer or other
               disposition in a notice to the Administrative Agent or (B)
               with respect to the properties previously designated for
               sale and set forth on Schedule II, in each case which are
               incurred prior to such sale (or reasonably estimated and
               escrowed at the time of such sale) and which (other than
               with respect to the Tokheim Professional Park Development on
               Dupont Road in Fort Wayne, Indiana) are incurred no more
               than 180 days prior to the closing of such Asset Sale, (iii)
               taxes paid or reasonably estimated by the Company to be
               payable as a result thereof (after taking into account any
               available tax credits or deductions and any tax sharing
               arrangements), (iv) amounts required to be applied to the
               repayment of any Debt secured by a Lien on the asset subject
               to such Asset Sale (other than the Loans), (v) appropriate
               amounts to be provided by the Company or any Subsidiary, as
               the case may, as a reserve, in accordance with GAAP, against
               any liabilities associated with the assets sold or disposed
               of in such Asset Sale and retained by the Company or such
               Subsidiary, as the case may be, after such Asset Sale,
               including pension and other post-employment benefit
               liabilities and liabilities related to environmental matters
               and liabilities under any indemnification obligation
               associated with the assets sold or disposed of in such Asset
               Sale (provided that, if and to the extent that such reserves
               are no longer required to be maintained in accordance with
               GAAP, such amount shall amounts shall constitute Net Cash
               Proceeds, to the extent such amounts would have otherwise
               constituted Net Cash Proceeds under this clause (a)) and
               (vi) amounts applied to the replacement of the asset
               disposed of with another asset performing the same or a
               similar function within 90 days of such Asset Sale; and

        (b)    with respect to any issuance of equity securities, the
               aggregate cash proceeds received by the Company or any
               Subsidiary pursuant to such issuance, net of the direct
               costs relating to such issuance (including sales and
               underwriter's commissions); and

        (c)    with respect to any issuance of Debt, the aggregate cash
               proceeds received by the Company or any Subsidiary pursuant
               to such issuance, net of the direct costs of such issuance
               (including up-front fees and placement fees).

        Note - see Section 3.1.

        PBGC means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

        Percentage means a Revolving Loan Percentage, a Tranche A Term Loan
Percentage, a Tranche B Term Loan Percentage or a Special Loan Percentage,
as the context may require.

        Person means any natural person, corporation, partnership, trust,
limited liability company, association, governmental authority or unit, or
any other entity, whether acting in an individual, fiduciary or other
capacity.

        Plan means any employee benefit plan defined in Section 3(3) of
ERISA in respect of which the Company or any ERISA Affiliate is an
"employer" as defined in Section 3(5) of ERISA or with respect to which the
Company or any ERISA Affiliate has any potential liability.

        Plan Effectiveness means the time the Plan of Reorganization
becomes effective in accordance with Article IX thereof.

        Plan of Reorganization - see the recitals.

        Pledge Agreement means a Pledge Agreement in the form of Exhibit I.

        Pre-Petition Credit Agreement means the Second Amended and Restated
Credit Agreement dated as of December 14, 1998 among the Company, various
borrowing subsidiaries, various lenders and ABN AMRO Bank N.V., as agent,
as amended prior to the Filing Date.

        Pre-Petition Loan Documents means the "Loan Documents" (as defined
in the Pre-Petition Credit Agreement).

        Prime Rate means, for any day, the rate of interest in effect for
such day as publicly announced from time to time by ABN as its prime rate
(whether or not such rate is actually charged by ABN). Any change in the
Prime Rate announced by ABN shall take effect at the opening of business on
the day specified in the public announcement of such change.

        Proceeds - see Section 6.5(a).

        Proceeds Account - see Section 6.5(a).

        Proceeds Reserve - see Section 6.5(b).

        Registration Rights Agreement means the Registration Rights
Agreement in the form previously circulated to the Lenders to be entered
into among the Company, the Lenders and certain other holders of Common
Stock.

        Regulation D means Regulation D of the FRB.

        Regulation U means Regulation U of the FRB.

        Reportable Event means any of the events described in Section 4043
of ERISA for which the 30-day notice requirement has been waived by
regulation (other than events described in ERISA ss.4043(c)(1) or (5)). For
purposes of this Agreement, the term "Reportable Event" shall not be deemed
to refer to the filing by any Debtor of a petition for relief under the
Bankruptcy Code on August 28, 2000.

        Required Lenders means Lenders having an aggregate Total Percentage
of more than 50%.

        Required Revolving Lenders means, at any time, Revolving Lenders
having an aggregate Revolving Loan Percentage of more than 50%.

        Required Special Lenders means, at any time, Special Lenders having
an aggregate Special Loan Percentage of more than 50%.

        Required Tranche A Term Lenders means, at any time, Tranche A Term
Lenders having an aggregate Tranche A Term Loan Percentage of more than
50%.

        Required Tranche B Term Lenders means, at any time, Tranche B Term
Lenders having an aggregate Tranche B Term Loan Percentage of more than
50%.

        Restated Charter means the Amended and Restated Articles of
Incorporation of Tokheim Corporation filed by the Company with the Indiana
Secretary of State on October 20, 2000, in the form of Exhibit J.

        Revolving Commitment means, as to any Revolving Lender, the
commitment of such Revolving Lender to make Revolving Loans pursuant to
Section 2.1.1, as reduced from time to time in accordance herewith. The
initial amount of each Revolving Lender's Revolving Commitment is set forth
on Schedule 2.1.

        Revolving Commitment Amount means $47,765,000; provided that on
December 15, 2001 the Revolving Commitment Amount shall be automatically
and permanently reduced by $7,765,000, on December 15, 2002, the Revolving
Commitment Amount shall be automatically and permanently reduced by
$10,000,000 and on the Termination Date the Revolving Commitment Amount
shall be automatically and permanently reduced by $30,000,000. The
Revolving Commitment Amount is also subject to reduction from time to time
pursuant to Section 6.1. All reductions to the Revolving Commitment Amount
under Section 6.1.1 or 6.1.2 shall be applied to diminish the amount of the
scheduled reductions in the first sentence of this definition thereafter
becoming effective in inverse order of scheduled occurrence.

        Revolving Lender means, at any time, a Lender with a Revolving
Commitment at such time or which then holds any Revolving Loan.

        Revolving Loan - see Section 2.1.1.

        Revolving Loan Percentage means, as to any Revolving Lender, the
percentage which (a) the amount of such Revolving Lender's Revolving
Commitment (or, after termination of the Revolving Commitments, the
outstanding principal amount of such Revolving Lender's Revolving Loans and
participations in Letters of Credit) is of (b) the aggregate amount of the
Revolving Commitments (or, after termination of the Revolving Commitments,
the Revolving Outstandings).

        Revolving Outstandings means, at any time, the sum of (a) the
aggregate principal amount of all outstanding Revolving Loans plus (b) the
Stated Amount of all Letters of Credit.

        SEC means the Securities and Exchange Commission or any other
governmental authority succeeding to any of the principal functions
thereof.

        Security Agreement means a security agreement substantially in the
form of Exhibit H.

        Senior Debt means all Total Debt of the Company and its
Subsidiaries other than Subordinated Debt.

        Senior Debt to EBITDA Ratio means, as of the last day of any Fiscal
Quarter, the ratio of (i) Senior Debt as of such day to (ii) EBITDA for the
Computation Period ending on such day.

        Series A Warrants means the Warrants to be issued to the Lenders on
the Closing Date under the Series A Warrant Agreement to purchase an
aggregate of 678,334 shares of Common Stock.

        Series A Warrant Agreement means the Series A Warrant Agreement in
the form of Exhibit K to be entered into among the Company and the Lenders
on the Closing Date.

        Series B Warrants means the Warrants to be issued to the holders of
Allowed Junior Subordinated Note Claims (as defined in the Plan of
Reorganization) on the Closing Date under the Series B Warrant Agreement to
purchase an aggregate of 555,556 shares of Common Stock.

        Series B Warrant Agreement means the Series B Warrant Agreement
dated as of the Closing Date among the Company and the holders of Allowed
Junior Subordinated Note Claims (as defined in the Plan of Reorganization),
or a warrant agent on behalf of such holders.

        Series C Warrants means the Warrants to be issued to the holders of
Allowed Old Common Stock Interests (as defined in the Plan of
Reorganization) on the Closing Date under the Series C Warrant Agreement to
purchase an aggregate of 549,451 shares of Common Stock.

        Series C Warrant Agreement means the Series C Warrant Agreement
dated as of the Closing Date among the Company and the holders of Allowed
Old Common Stock Interests (as defined in the Plan of Reorganization), or a
warrant agent on behalf of such holders.

        Special Lender - means at any time a Lender which then holds any
Special Loan.

        Special Loan - see Section 2.1.4.

        Special Loan Percentage means, as to any Lender, the percentage
which (a) the principal amount of such Lender's Special Loan is of (b) the
aggregate principal amount of all Special Loans.

        Standby Letter of Credit means any Letter of Credit that is not a
Commercial Letter of Credit.

        Stated Amount means, with respect to any Letter of Credit at any
date of determination, (a) the maximum aggregate amount available for
drawing thereunder under any and all circumstances plus (b) the aggregate
amount of all unreimbursed payments and disbursements under such Letter of
Credit.

        Subordinated Debt means any unsecured Debt of the Company which has
subordination terms, covenants, pricing and other terms which have been
approved in writing by the Required Lenders.

        Subsidiary means, with respect to any Person, a corporation,
partnership, limited liability company or other entity of which such Person
and/or its other Subsidiaries own, directly or indirectly, such number of
outstanding shares or other ownership interests as have more than 50% of
the ordinary voting power for the election of directors or other managers
of such corporation, partnership, limited liability company or other
entity. Unless the context otherwise requires, each reference to
Subsidiaries herein shall be a reference to Subsidiaries of the Company.

        Suretyship Liability means any agreement, undertaking or
arrangement by which any Person guarantees, endorses or otherwise becomes
or is contingently liable upon (by direct or indirect agreement, contingent
or otherwise, to provide funds for payment, to supply funds to or otherwise
to invest in a debtor, or otherwise to assure a creditor against loss) any
indebtedness, obligation or other liability of any other Person (other than
by endorsements of instruments for deposit or in the course of collection),
or guarantees the payment of dividends or other distributions upon the
shares of any other Person. The amount of any Person's obligation in
respect of any Suretyship Liability shall (subject to any limitation set
forth therein) be deemed to be the principal amount of the debt, obligation
or other liability supported thereby.

        Term Loans means the Tranche A Term Loans and the Tranche B Term
Loans.

        Termination Date means the earlier to occur of (a) September 20,
2005 or (b) such other date on which the Commitments terminate pursuant to
Section 6 or 12.

        Termination Event means (i) a Reportable Event with respect to any
Benefit Plan; (ii) the withdrawal of the Company or any ERISA Affiliate
from a Benefit Plan during a plan year in which the Company or such ERISA
Affiliate was a "substantial employer" as defined in Section 4001(a)(2) of
ERISA or the cessation of operations which results in the termination of
employment of 20% of Benefit Plan participants who are employees of the
Company or any ERISA Affiliate; (iii) the imposition of an obligation on
the Company or any ERISA Affiliate 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 similar foreign governmental authority of
proceedings to terminate a Benefit Plan or a 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; (vi) a foreign governmental authority shall
appoint or institute proceedings to appoint a trustee to administer any
Foreign Pension Plan; or (vii) the partial or complete withdrawal of the
Company or any ERISA Affiliate from a Multiemployer Plan or a Foreign
Pension Plan.

        Total Debt means all Debt of the Company and its Subsidiaries,
determined on a consolidated basis, excluding (i) contingent obligations in
respect of Suretyship Liabilities (except to the extent constituting
Suretyship Liabilities in respect of Debt of a Person other than the
Company or any Subsidiary), (ii) Hedging Obligations and (iii) Debt of the
Company to Subsidiaries and Debt of Subsidiaries to the Company or to other
Subsidiaries.

        Total Debt to EBITDA Ratio means, as of the last day of any Fiscal
Quarter, the ratio of (i) Total Debt as of such day to (ii) EBITDA for the
Computation Period ending on such day.

        Total Percentage means, as to any Lender, (1) for purposes of
determining the Majority Lenders, the percentage which (i) the Revolving
Commitment of such Lender plus the unpaid principal amount of the Term
Loans and Special Loan of such Lender (plus, after the termination of the
Revolving Commitments, the sum of the unpaid principal amount of the
Revolving Loans of such Lender plus the participations of such Lender in
all Letters of Credit) is of (ii) the sum of the Revolving Commitments of
all Lenders plus the unpaid principal amount of all Term Loans and Special
Loans (plus, after the termination of the Revolving Commitments, the
Revolving Outstandings) and (2) for all other purposes, the percentage
which (i) the Revolving Commitment of such Lender plus the unpaid principal
amount of the Term Loans of such Lender (plus, after the termination of the
Revolving Commitments, the sum of the unpaid principal amount of the
Revolving Loans of such Lender plus the participations of such Lender in
all Letters of Credit) is of (ii) the sum of the Revolving Commitments of
all Lenders plus the unpaid principal amount of all Term Loans (plus, after
the termination of the Revolving Commitments, the Revolving Outstandings).

        Tranche A Term Lender means at any time a Lender which then holds
any Tranche A Term Loan.

        Tranche A Term Loan - see Section 2.1.2.

        Tranche A Term Loan Percentage means, as to any Lender, the
percentage which (a) the principal amount of such Lender's Tranche A Term
Loan is of (b) the aggregate principal amount of all Tranche A Term Loans.

        Tranche B Term Lender means at any time any Lender which then holds
any Tranche B Term Loan.

        Tranche B Term Loan - see Section 2.1.3.

        Tranche B Term Loan Percentage means, as to any Lender, the
percentage which (a) the principal amount of such Lender's Tranche B Term
Loan is of (b) the aggregate principal amount of all Tranche B Term Loans.

        Trust - see Section 14.20.

        Type of Loan or Borrowing - see Section 2.2.1. The types of Loans
or borrowings under this Agreement are as follows: Base Rate Loans or
borrowings and Eurodollar Loans or borrowings.

        Unimproved Indiana Property - see Section 10.13(b).

        Unmatured Event of Default means any event that, if it continues
uncured, will, with lapse of time or the giving of notice or both,
constitute an Event of Default.

        Warrants means the Series A Warrants, the Series B Warrants and the
Series C Warrants.

        Warrant Certificate means a Warrant Certificate in the form of
Exhibit L.

        Wholly-Owned Subsidiary means, as to any Person, another Person all
of the shares of capital stock or other ownership interests of which
(except directors' qualifying shares) are at the time directly or
indirectly owned by such Person and/or another Wholly-Owned Subsidiary of
such Person.

        Wholly-Owned Domestic Subsidiary means a Domestic Subsidiary that
is a Wholly-Owned Subsidiary.

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

        1.2 Other Interpretive Provisions. (a) The meanings of defined
terms are equally applicable to the singular and plural forms of the
defined terms.

               (b) Section, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

               (c) The term "including" is not limiting and means
"including without limitation."

               (d) In the computation of periods of time from a specified
date to a later specified date, the word "from" means "from and including";
the words "to" and "until" each mean "to but excluding", and the word
"through" means "to and including."

               (e) Unless otherwise expressly provided herein, (i)
references to agreements (including this Agreement) and other contractual
instruments and organizational documents and instruments shall be deemed to
include all subsequent amendments and other modifications thereto, but only
to the extent such amendments and other modifications are not prohibited by
the terms of any Loan Document, and (ii) references to any statute or
regulation shall be construed as including all statutory and regulatory
provisions amending, replacing, supplementing or interpreting such statute
or regulation.

               (f) This Agreement and the other Loan Documents may use
several different limitations, tests or measurements to regulate the same
or similar matters. All such limitations, tests and measurements are
cumulative and each shall be performed in accordance with its terms.

               (g) This Agreement and the other Loan Documents are the
result of negotiations among and have been reviewed by counsel to the
Agents, the Company, the Lenders and the other parties thereto and are the
products of all parties. Accordingly, they shall not be construed against
the Agents or the Lenders merely because of the Agents' or Lenders'
involvement in their preparation.

        SECTION 2     COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION
                      AND LETTER OF CREDIT PROCEDURES.

        2.1 Commitments and Loans. On and subject to the terms and
conditions of this Agreement, each of the Lenders, severally and for itself
alone, agrees to make loans to, and to issue or participate in letters of
credit for the account of, the Borrowers as follows:

               2.1.1 Revolving Loan Commitment. Each Revolving Lender will
make loans to the Company or any other Borrower, in each case on a
revolving basis ("Revolving Loans"), from time to time until the
Termination Date in such Lender's Revolving Loan Percentage of such
aggregate amounts as the applicable Borrower may request from all Revolving
Lenders under the Revolving Commitments; provided that (a) the Revolving
Loans of each Revolving Lender plus the participations of such Revolving
Lender in all Letters of Credit will not at any time exceed such Revolving
Lender's Revolving Commitment and (b) the Revolving Outstandings will not
at any time exceed the lesser of (x) the Revolving Commitment Amount and
(y) the Borrowing Base. Upon Plan Effectiveness, all "Revolving Loans"
(under and as defined in the DIP Credit Agreement) of each Revolving Lender
shall automatically become Revolving Loans hereunder owing by the Company.

               2.1.2 Tranche A Term Loans. Upon Plan Effectiveness, a
portion of each Tranche A Term Lender's Existing Secured Lender Claims
shall be automatically converted to a term loan hereunder payable by the
Company to such Lender (each such loan, a "Tranche A Term Loan") in an
amount equal to the amount of Tranche A Term Loan set forth opposite such
Lender's name on Schedule 2.1.

               2.1.3 Tranche B Term Loans. Upon Plan Effectiveness, a
portion of each Tranche B Term Lender's Existing Secured Lender Claims
shall be automatically converted to a term loan hereunder payable by the
Company to such Lender (each such loan, a "Tranche B Term Loan") in an
amount equal to the amount of Tranche B Term Loan set forth opposite such
Lender's name on Schedule 2.1.

               2.1.4 Special Loans. Upon Plan Effectiveness, a portion of
each Special Lender's Existing Secured Lender Claims shall be automatically
converted to a term loan hereunder payable by the Company to such Lender
(each such loan, a "Special Loan") in an amount equal to the amount of
Special Loan set forth opposite such Lender's name on Schedule 2.1.

               2.1.5 L/C Commitment. (a) The Issuing Lender will issue
standby and commercial letters of credit, in each case containing such
terms and conditions as are permitted by this Agreement and are reasonably
satisfactory to the Issuing Lender (each a "Letter of Credit"), at the
request of and for the account of the applicable Borrower from time to time
before the date which is 30 days prior to the scheduled Termination Date
and (b) as more fully set forth in Section 2.3.2, each Revolving Lender
agrees to purchase a participation in each such Letter of Credit; provided
that (i) the aggregate Stated Amount of all Letters of Credit shall not at
any time exceed $5,000,000, (ii) the aggregate Stated Amount of all Standby
Letters of Credit shall not at any time exceed $3,000,000, (iii) the
Revolving Loans of each Revolving Lender plus the participations of such
Lender in all Letters of Credit will not at any time exceed such Revolving
Lender's Revolving Commitment and (iv) the Revolving Outstandings will not
at any time exceed the lesser of (x) the Revolving Commitment Amount and
(y) the Borrowing Base.

        2.2 Loan Procedures.

               2.2.1 Various Types of Loans. Each Revolving Loan shall be,
and each Term Loan may be divided into tranches which are, either a Base
Rate Loan or a Eurodollar Loan (each a "type" of Loan), as the applicable
Borrower shall specify in the related notice of borrowing or conversion
pursuant to Section 2.2.2 or 2.2.3. Eurodollar Loans having the same
Interest Period are sometimes called a "Group" or collectively "Groups".
Base Rate Loans and Eurodollar Loans may be outstanding at the same time,
provided that not more than ten different Groups of Eurodollar Loans shall
be outstanding at any one time. All borrowings, conversions and repayments
of Loans in each Facility shall be effected so that each Lender holding
Loans in such Facility will have a pro rata share (according to its
applicable Percentage) of all types and Groups of Loans constituting such
Facility. Each Revolving Loan and Term Loan shall be a Base Rate Loan on
the Closing Date.

               2.2.2 Borrowing Procedures. The applicable Borrower shall
give written notice in the form of Exhibit N (a "Borrowing Certificate") to
the Administrative Agent of each proposed borrowing of Revolving Loans not
later than (a) in the case of a Base Rate borrowing, 11:00 A.M., Chicago
time, on the proposed date of such borrowing, and (b) in the case of a
Eurodollar borrowing, 11:00 A.M., Chicago time, at least three Business
Days prior to the proposed date of such borrowing. Each such notice shall
be effective upon receipt by the Administrative Agent, shall be
irrevocable, and shall specify the date, amount and type of borrowing and,
in the case of a Eurodollar borrowing, the initial Interest Period
therefor. Promptly upon receipt of such notice, the Administrative Agent
shall advise each Revolving Lender thereof. Not later than 1:00 P.M.,
Chicago time, on the date of a proposed borrowing, each Revolving Lender
shall provide the Administrative Agent at the office specified by the
Administrative Agent with immediately available funds covering such
Revolving Lender's Revolving Loan Percentage of such borrowing and, so long
as the Administrative Agent has received the borrowing certificate under
Section 11.2.2 therefor and has not received written notice that the
conditions precedent set forth in Section 11 with respect to such borrowing
have not been satisfied, the Administrative Agent shall pay over the funds
received by the Administrative Agent to the applicable Borrower on the
requested borrowing date. Each borrowing shall be on a Business Day. Each
Base Rate borrowing shall be in an aggregate amount of at least $1,000,000
and an integral multiple of $500,000, and each Eurodollar borrowing shall
be in an aggregate amount of at least $5,000,000 and an integral multiple
of $1,000,000.

               2.2.3 Conversion and Continuation Procedures. (a) Subject to
Section 2.2.1, each Borrower may, upon irrevocable written notice to the
Administrative Agent in accordance with clause (b) below:

                      (i) elect, as of any Business Day, to convert any
               Eurodollar Loans or Base Rate Loans extended to such
               Borrower (or any part thereof in an aggregate amount not
               less than $5,000,000 or a higher integral multiple of
               $1,000,000) into Loans of the other type; or

                      (ii) elect, as of the last day of the applicable
               Interest Period, to continue any Eurodollar Loans extended
               to such Borrower having Interest Periods expiring on such
               day (or any part thereof in an aggregate amount not less
               than $5,000,000 or a higher integral multiple of $1,000,000)
               for a new Interest Period;

provided that after giving effect to any prepayment, conversion or
continuation, the aggregate principal amount of each Group of Eurodollar
Loans shall be at least $5,000,000 and an integral multiple of $1,000,000.

               (b) The applicable Borrower shall give written notice to the
Administrative Agent of each proposed conversion or continuation not later
than (i) in the case of conversion into Base Rate Loans, 11:00 A.M.,
Chicago time, on the proposed date of such conversion and (ii) in the case
of conversion into or continuation of Eurodollar Loans, 11:00 A.M., Chicago
time, at least three Business Days prior to the proposed date of such
conversion or continuation, specifying in each case:

                      (i)    the proposed date of conversion or
                             continuation;

                      (ii)   the aggregate amount of Loans to be converted
                             or continued;

                      (iii)  the type of Loans resulting from the proposed
                             conversion or continuation; and

                      (iv)   in the case of conversion into, or
                             continuation of, Eurodollar Loans, the
                             duration of the requested Interest Period
                             therefor.

               (c) If, upon the expiration of any Interest Period
applicable to Eurodollar Loans extended to any Borrower, such Borrower has
failed to select timely a new Interest Period to be applicable to such
Eurodollar Loans, such Borrower shall be deemed to have elected to convert
such Eurodollar Loans into Base Rate Loans effective on the last day of
such Interest Period.

               (d) The Administrative Agent will promptly notify each
Lender holding a Loan in the applicable Facility of its receipt of a notice
of conversion or continuation pursuant to this Section 2.2.3 or, if no
timely notice is provided by the applicable Borrower, of the details of any
automatic conversion.

               (e) Any conversion of a Eurodollar Loan on a day other than
the last day of an Interest Period therefor shall be subject to Section
8.4.

        2.3 Letter of Credit Procedures.

               2.3.1 L/C Applications. The applicable Borrower shall give
notice pursuant to a Borrowing Certificate to the Administrative Agent and
the Issuing Lender of the proposed issuance of each Letter of Credit on a
Business Day which is at least three Business Days (or such lesser number
of days as the Administrative Agent and the Issuing Lender shall agree in
any particular instance in their sole discretion) prior to the proposed
date of issuance of such Letter of Credit. Each such notice shall be
accompanied by an L/C Application, duly executed by the applicable Borrower
and in all respects satisfactory to the Administrative Agent and the
Issuing Lender, together with such other documentation as the
Administrative Agent or the Issuing Lender may request in support thereof,
it being understood that each L/C Application shall specify, among other
things, the date on which the proposed Letter of Credit is to be issued,
the expiration date of such Letter of Credit (which shall not be later than
the earlier to occur of (x) one year after the date of issuance thereof
(provided that any Letter of Credit may, with the consent of the Issuing
Lender, be automatically renewable for successive one-year periods (which
shall in no event extend beyond the date referred to in the following
clause (y)) and (y) thirty days prior to the scheduled Termination Date)
and whether such Letter of Credit is to be transferable in whole or in
part. So long as the Issuing Lender has received a copy of the borrowing
certificate under Section 11.2.2 therefor from the Administrative Agent and
has not received written notice that the applicable conditions precedent
set forth in Section 11 with respect to the issuance of such Letter of
Credit have not been satisfied, the Issuing Lender shall issue such Letter
of Credit on the requested issuance date. The Issuing Lender shall promptly
advise the Administrative Agent of the issuance of each Letter of Credit
and of any amendment thereto, extension thereof or event or circumstance
changing the amount available for drawing thereunder. In the event of any
inconsistency between the terms of any L/C Application and the terms of
this Agreement, the terms of this Agreement shall control.

               2.3.2 Participations in Letters of Credit. Concurrently with
the issuance of each Letter of Credit, the Issuing Lender shall be deemed
to have sold and transferred to each other Revolving Lender, and each other
Revolving Lender shall be deemed irrevocably and unconditionally to have
purchased and received from the Issuing Lender, without recourse or
warranty, an undivided interest and participation, to the extent of such
other Revolving Lender's Revolving Loan Percentage, in such Letter of
Credit and the applicable Borrower's reimbursement obligations with respect
thereto. For the purposes of this Agreement, the unparticipated portion of
each Letter of Credit shall be deemed to be the Issuing Lender's
"participation" therein. The Issuing Lender hereby agrees, upon request of
the Administrative Agent or any Revolving Lender, to deliver to the
Administrative Agent or such Lender a list of all outstanding Letters of
Credit issued by the Issuing Lender, together with such information related
thereto as the Administrative Agent or such Revolving Lender may reasonably
request.

               2.3.3 Reimbursement Obligations. Each Borrower hereby
unconditionally and irrevocably agrees to reimburse the Issuing Lender for
each payment or disbursement made by the Issuing Lender under any Letter of
Credit issued for its account honoring any demand for payment made by the
beneficiary thereunder, in each case on the date that such payment or
disbursement is made. Any amount not reimbursed on the date of such payment
or disbursement shall bear interest from the date of such payment or
disbursement to the date that the Issuing Lender is reimbursed by the
applicable Borrower therefor, payable on demand, at a rate per annum equal
to the Base Rate from time to time in effect plus 2.5% per annum plus,
beginning on the third Business Day after receipt of notice from the
Issuing Lender of such payment or disbursement, 2%. The Issuing Lender
shall notify the Company and the Administrative Agent whenever any demand
for payment is made under any Letter of Credit by the beneficiary
thereunder; provided that the failure of the Issuing Lender to so notify
the applicable Borrower shall not affect the rights of the Issuing Lender
or the Revolving Lenders in any manner whatsoever. Subject to the
conditions precedent set forth in Section 11.2, if the applicable Borrower
has not reimbursed the Issuing Lender on or prior to the third Business Day
after the Issuing Lender makes any payment under a Letter of Credit, such
Borrower hereby authorizes the Administrative Agent to make a request for
Revolving Loans to be made to such Borrower in the amount of such
Borrower's reimbursement obligation with respect to such payment, and the
Revolving Lenders will, upon receipt of such notice from the Administrative
Agent, immediately and without any request by or notice to such Borrower,
provide for the payment of any reimbursement obligations due to the Issuing
Lender and any interest accrued thereon by making Revolving Loans to such
Borrower (in accordance with their respective Revolving Loan Percentages)
in the amount thereof, which reimbursement obligation shall be thereupon
satisfied to the extent of the Revolving Loans so made.

               2.3.4 Limitation on Obligations of Issuing Lender. In
determining whether to pay under any Letter of Credit, the Issuing Lender
shall not have any obligation to any Borrower or any Revolving Lender other
than to confirm that any documents required to be delivered under such
Letter of Credit appear to have been delivered and appear to comply on
their face with the requirements of such Letter of Credit. Any action taken
or omitted to be taken by the Issuing Lender under or in connection with
any Letter of Credit, if taken or omitted in the absence of gross
negligence or willful misconduct, shall not impose upon the Issuing Lender
any liability to any Borrower or any Revolving Lender and shall not reduce
or impair any Borrower's reimbursement obligations set forth in Section
2.3.3 or the obligations of the Revolving Lenders pursuant to Section
2.3.5.

               2.3.5 Funding by Revolving Lenders to Issuing Lender. If the
Issuing Lender makes any payment or disbursement under any Letter of Credit
and the applicable Borrower has not reimbursed the Issuing Lender in full
for such payment or disbursement by 11:00 A.M., Chicago time, on the date
of such payment or disbursement, or if any reimbursement received by the
Issuing Lender from any Borrower is or must be returned or rescinded upon
or during any bankruptcy or reorganization of such Borrower or otherwise,
each other Revolving Lender shall be obligated to pay to the Administrative
Agent for the account of the Issuing Lender, in full or partial payment of
the purchase price of its participation in such Letter of Credit, its
Revolving Loan Percentage of such payment or disbursement (but no such
payment shall diminish the obligations of the Borrowers under Section
2.3.3), and, upon notice from the Issuing Lender, the Administrative Agent
shall promptly notify each Revolving Lender thereof. Each other Revolving
Lender irrevocably and unconditionally agrees to so pay to the
Administrative Agent in immediately available funds for the Issuing
Lender's account the amount of such other Revolving Lender's Revolving Loan
Percentage of such payment or disbursement. If and to the extent any
Revolving Lender shall not have made such amount available to the
Administrative Agent by 2:00 P.M., Chicago time, on the Business Day on
which such Revolving Lender receives notice from the Administrative Agent
of such payment or disbursement (it being understood that any such notice
received after noon, Chicago time, on any Business Day shall be deemed to
have been received on the next following Business Day), such Revolving
Lender agrees to pay interest on such amount to the Administrative Agent
for the Issuing Lender's account forthwith on demand, for each day from the
date such amount was to have been delivered to the Administrative Agent to
the date such amount is paid, at a rate per annum equal to (a) for the
first three days after demand, the Federal Funds Rate from time to time in
effect and (b) thereafter, the Base Rate from time to time in effect. Any
Revolving Lender's failure to make available to the Administrative Agent
its Revolving Loan Percentage of any such payment or disbursement shall not
relieve any other Revolving Lender of its obligation hereunder to make
available to the Administrative Agent such other Revolving Lender's
Revolving Loan Percentage of such payment, but no Revolving Lender shall be
responsible for the failure of any other Revolving Lender to make available
to the Administrative Agent such other Revolving Lender's Revolving Loan
Percentage of any such payment or disbursement.

               2.3.6 Prior Letters of Credit. (a) The Company, the Lenders
and the Administrative Agent agree that, on the Closing Date, the letters
of credit issued by ABN under the Pre-Petition Credit Agreement and listed
on Schedule 2.3.6 shall be deemed to be, and constitute, Letters of Credit
issued hereunder. Without limiting the generality of the foregoing, each
Revolving Lender shall be deemed to have purchased from ABN a participation
in such Letters of Credit on the Closing Date pursuant to Section 2.3.2.
The letter of credit fees payable under Section 5.3(a) with respect to such
Letters of Credit shall accrue from the Closing Date.

        (b) The Company, the Administrative Agent, the Issuing Lender and
the Revolving Lenders acknowledge that the Letter of Credit listed at item
3 of Schedule 2.3.6 is denominated in Sterling (the "Sterling LC") and
agree as follows with respect to the Sterling LC:

               (i) The Company agrees that its reimbursement obligation
        under Section 2.3.3 in respect of a drawing under the Sterling LC,
        (A) shall be payable in Dollars at the Dollar Amount of such
        obligation in Sterling (determined on the date of payment) and (B)
        shall bear interest at the rate specified in the second sentence of
        Section 2.3.3.

               (ii) Each Revolving Lender agrees that its obligation to
        make Revolving Loans under Section 2.3.3 and to fund its
        participation interest in any unpaid reimbursement obligation in
        respect of a drawing under Section 2.3.5, in each case with respect
        to the Sterling LC shall be payable in Dollars at the Dollar Amount
        of such obligation in Sterling (calculated on the date of payment)
        (and any such amount which is not paid when due shall bear interest
        at the rates specified in the penultimate sentence of Section
        2.3.5).

               (iii) For purposes of determining whether there is
        availability for the Company to request, continue or convert any
        Revolving Loan, or request, extend or increase the Stated Amount of
        any Letter of Credit, the Dollar Amount of the Stated Amount of the
        Sterling LC shall be calculated on the date such Revolving Loan is
        to be made, continued or converted or such Letter of Credit is to
        be issued, extended or increased.

               (iv) For purposes of determining (x) the letter of credit
        fee under Section 5.3(a) and (y) the letter of credit fronting fee
        under Section 5.3(b), the Dollar Amount of the Stated Amount of the
        Sterling LC shall be determined on each of (1) the date of any
        payment by the Issuing Lender in respect of a drawing under the
        Sterling LC, (2) the last day of each calendar month and (3) each
        day on which the aggregate amount of the Revolving Commitments
        and/or the Commitment of the Issuing Lender to issue Letters of
        Credit is reduced.

               (v) If, on the last day of any calendar month or any day on
        which the aggregate amount of the Revolving Commitments and/or the
        Commitment of the Issuing Lender to issue Letters of Credit is
        reduced, the Revolving Outstandings (valuing the Stated Amount of,
        and all reimbursement obligations in respect of, the Sterling LC at
        the Dollar Amount thereof as of such day) would exceed the
        aggregate amount of the Revolving Commitments, then the Company
        will immediately eliminate such excess by prepaying Revolving Loans
        and/or Cash Collateralizing the Letters of Credit.

               (vi) If, for the purposes of obtaining judgment in any
        court, it is necessary to convert a sum due in respect of the
        Sterling LC in the currency in which such sum is expressed to be
        payable into another currency, the rate of exchange used shall be
        that at which in accordance with normal banking procedures the
        Issuing Lender could purchase the first currency with such other
        currency on the Business Day preceding that on which final judgment
        is given. The obligation of the Company in respect of any such sum
        due from it to the Administrative Agent, the Issuing Lender or any
        Revolving Lender hereunder shall, notwithstanding any judgment in a
        currency (the "Judgment Currency") other than that in which such
        sum is denominated in accordance with the applicable provisions
        hereof (the "Agreement Currency"), be discharged only to the extent
        that on the Business Day following receipt by the Issuing Lender of
        any sum adjudged to be so due in the Judgment Currency, the Issuing
        Lender may in accordance with normal banking procedures purchase
        the Agreement Currency with the Judgment Currency. If the amount of
        the Agreement Currency so purchased is less than the sum originally
        due to the Issuing Lender in the Agreement Currency, the Company
        agrees, as a separate obligation and notwithstanding any such
        judgment, to indemnify the Administrative Agent, the Issuing Lender
        or the Revolving Lender to whom such obligation was owing against
        such loss. If the amount of the Agreement Currency so purchased is
        greater than the sum originally due to the Issuing Lender in such
        currency, the Issuing Lender agrees to return the amount of any
        excess to the Company (or to any other Person who may be entitled
        thereto under applicable law).

               (vii) The Company agrees that it shall not renew or amend
        (and the Issuing Lender shall not renew or amend) the Sterling LC
        beyond its expiry date as set forth on the date hereof.
        Notwithstanding anything to the contrary herein, the Issuing Lender
        shall not issue any Letter of Credit in a currency other than
        Dollars.

        2.4 Commitments Several. The failure of any Lender to make a
requested Loan on any date shall not relieve any other Lender of its
obligation (if any) to make a Loan on such date, but no Lender shall be
responsible for the failure of any other Lender to make any Loan to be made
by such other Lender.

        2.5 Certain Conditions. Notwithstanding any other provision of this
Agreement, no Lender shall have an obligation to make any Loan, or to
permit the continuation of or any conversion into any Eurodollar Loan, and
the Issuing Lender shall not have any obligation to issue any Letter of
Credit, if an Event of Default or Unmatured Event of Default exists.

        SECTION 3 NOTES EVIDENCING LOANS.

        3.1 Notes. The Loans of each Lender shall be evidenced by a
promissory note (each a "Note") substantially in the form set forth in
Exhibit A, with appropriate insertions, duly executed by the Borrowers and
payable to the order of such Lender, as follows:

        (a) Each Revolving Loan of such Lender shall be paid in full on the
Termination Date.

        (b) The Tranche A Term Loan of such Lender shall be paid in full on
the Termination Date.

        (c) The Tranche B Term Loan of such Lender shall be paid in full on
the Termination Date.

        (d) The Special Loan of such Lender shall be paid on the dates set
forth below in installments equal to such Lender's Special Loan Percentage
of the aggregate principal amount set forth below opposite the due date set
forth below:

                     Date                      Amount

                 November 30, 2002           $25,000,000
                 November 30, 2003           $25,000,000
                 November 30, 2004           $25,000,000
                 September 20, 2005          the outstanding principal balance
                                             of all Special Loans.

The Company shall pay, in connection with each such installment of Special
Loans, all accrued but unpaid interest on the principal amount due and all
Capitalized Interest theretofore capitalized and allocable to such
principal amount (including Capitalized Interest theretofore capitalized on
any Capitalized Interest allocable to such principal amount) and all
accrued but unpaid interest on such Capitalized Interest.

        3.2 Recordkeeping. Each Lender shall record in its records, or at
its option on the schedule attached to its Note, the date and amount of
each Loan made by such Lender, each repayment or conversion thereof and, in
the case of each Eurodollar Loan, the dates on which each Interest Period
for such Loan shall begin and end. The aggregate unpaid principal amount so
recorded shall be conclusive and binding on the Borrowers as to the
principal amount owing and unpaid on such Note, absent manifest error. The
failure to so record any such amount or any error in so recording any such
amount shall not, however, limit or otherwise affect the obligations of the
Borrowers hereunder or under any Note to repay the principal amount of the
Loans evidenced by such Note together with all interest accruing thereon.

        SECTION 4 INTEREST.

        4.1 Interest Rates. (a) Subject to clause (d) below, each Borrower
promises to pay interest on the unpaid principal amount of each Revolving
Loan extended to it for the period commencing on the date of such Loan
until such Loan is paid in full as follows:

               (i) at all times while such Loan is a Base Rate Loan, at a
rate per annum equal to the sum of the Base Rate from time to time in
effect plus 2.50%; and

               (ii) at all times while such Loan is a Eurodollar Loan, at a
rate per annum equal to the sum of the Eurodollar Rate (Reserve Adjusted)
applicable to each Interest Period for such Loan plus 4.00%.

        (b) Subject to clause (d) below, the Company promises to pay
interest on the unpaid principal amount of each Term Loan for the period
commencing on Plan Effectiveness until such Loan is paid in full as
follows:

               (i) at all times while such Loan is a Base Rate Loan, at a
rate per annum equal to the sum of the Base Rate from time to time in
effect plus 3.50%; and

               (ii) at all times while such Loan is a Eurodollar Loan, at a
rate per annum equal to the sum of the Eurodollar Rate (Reserve Adjusted)
applicable to each Interest Period for such Loan plus 5.00%.

        (c) Subject to clause (d) below, the Company promises to pay
interest on the unpaid principal amount of each Special Loan for the period
commencing on Plan Effectiveness until such Loan is paid in full at a rate
per annum equal to 16%.

        (d) At any time an Event of Default exists, upon notice from the
Lenders holding an aggregate Percentage in the applicable Facility of
greater than 50%, the interest rate applicable to each Loan in such
Facility shall be the sum of 3% plus the interest rate otherwise applicable
to such Loan.

        4.2 Interest Payment Dates; Capitalization of Interest on Special
Loans. Accrued interest on each Base Rate Loan shall be payable in arrears
on the last day of each calendar month and at maturity. Accrued interest on
each Eurodollar Loan shall be payable on the last day of each Interest
Period relating to such Loan (and, in the case of a Eurodollar Loan with a
six-month Interest Period, on the three-month anniversary of the first day
of such Interest Period) and at maturity. After maturity, accrued interest
on all Loans shall be payable on demand. Accrued interest on the Special
Loans shall be payable on the last day of each Fiscal Quarter and at final
maturity. All interest due on the Special Loans payable at any time other
than maturity (whether upon scheduled principal payment, by acceleration or
otherwise) shall be capitalized and added to the unpaid principal amount
thereof on the date such payment is due (all such capitalized interest,
"Capitalized Interest").

        4.3 Setting and Notice of Eurodollar Rates. The applicable
Eurodollar Rate for each Interest Period shall be determined by the
Administrative Agent, and notice thereof shall be given by the
Administrative Agent promptly to the Company and each Lender holding a Loan
in the applicable Facility. Each determination of the applicable Eurodollar
Rate by the Administrative Agent shall be conclusive and binding upon the
parties hereto, in the absence of manifest error. The Administrative Agent
shall, upon written request of the Company or any Lender, deliver to the
Company or such Lender a statement showing the computations used by the
Administrative Agent in determining any applicable Eurodollar Rate
hereunder.

        4.4 Computation of Interest. Interest shall be computed for the
actual number of days elapsed on the basis of a year of 360 days. The
applicable interest rate for each Base Rate Loan shall change
simultaneously with each change in the Base Rate.

        SECTION 5 FEES.

        5.1 Facility Fees. The Company agrees to pay to the Administrative
Agent for the account of the Revolving Lenders a nonrefundable facility fee
of 0.50% per annum of the Revolving Commitment Amount then in effect
(whether or not used), payable on the Closing Date and on each anniversary
thereof and at maturity to be shared ratably among the Revolving Lenders in
accordance with their respective Revolving Loan Percentages. The Company
agrees to pay to the Administrative Agent for the account of the Tranche A
Term Lenders and Tranche B Term Lenders a facility fee of 0.50% per annum
of the aggregate principal amount of the Tranche A Term Loans and Tranche B
Term Loans, as applicable, then outstanding, payable on the Closing Date
and on each anniversary thereof and at maturity, to be shared ratably among
the Tranche A Term Lenders and Tranche B Term Lenders, as applicable, in
accordance with their respective Tranche A Term Loan Percentages and
Tranche B Term Loan Percentages, as applicable.

        5.2 Upfront Fee. The Company agrees to pay to the Administrative
Agent for the account of the Revolving Lenders on the Closing Date a
nonrefundable upfront fee of 1% of the Revolving Commitment Amount as in
effect on such day, to be shared ratably among the Revolving Lenders in
accordance with their respective Revolving Loan Percentages.

        5.3 Letter of Credit Fees. (a) Each Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a
nonrefundable letter of credit fee for each Letter of Credit issued for the
account of such Borrower equal to 4.00% per annum of such Lender's
Revolving Loan Percentage (as adjusted from time to time) of the undrawn
amount of such Letter of Credit (computed for the actual number of days
elapsed on the basis of a year of 360 days); provided that, upon notice
from the Required Revolving Lenders, the rate applicable to each Letter of
Credit shall be 7.00% per annum at any time that an Event of Default
exists. Such letter of credit fee shall be payable in arrears on the last
day of each calendar month and on the Termination Date (or such later date
on which such Letter of Credit expires or is terminated) for the period
from the date of the issuance of each Letter of Credit (or the last day on
which the letter of credit fee was paid with respect thereto) to the date
such payment is due or, if earlier, the date on which such Letter of Credit
expired or was terminated.

               (b) In addition, each Borrower agrees to pay to the Issuing
Lender, with respect to each Letter of Credit issued upon the request of
such Borrower, for the account of the Issuing Lender (i) such fees and
expenses as the Issuing Lender customarily requires in connection with the
issuance, negotiation, processing and/or administration of letters of
credit in similar situations and (ii) a nonrefundable letter of credit
fronting fee in an amount equal to 0.25% of the Stated Amount of such
Letter of Credit upon issuance thereof.

        5.4 Administrative Agent's Fees. The Company agrees to pay to the
Administrative Agent for its own account a nonrefundable agent's fee of
$100,000 per annum payable on the Closing Date and on each anniversary
thereof.

        SECTION 6 REDUCTION OR TERMINATION OF THE REVOLVING
                  COMMITMENT AMOUNT; PREPAYMENTS; TREATMENT OF
                  PROCEEDS.

        6.1 Reduction or Termination of the Revolving Commitment Amount.

               6.1.1 Voluntary Reduction or Termination of the Revolving
Commitment Amount. The Company may from time to time on at least five
Business Days' prior written notice received by the Administrative Agent
(which shall promptly advise each Lender thereof) permanently reduce the
Revolving Commitment Amount to an amount not less than the Revolving
Outstandings; provided that the Company may not reduce the Revolving
Commitment Amount pursuant to this Section 6.1.1 if any Term Loan or
Special Loan is outstanding. Any such reduction shall be in an amount not
less than $1,000,000 or a higher integral multiple of $1,000,000.
Concurrently with any reduction of the Revolving Commitment Amount to zero,
each Borrower shall pay all accrued but unpaid interest on the Revolving
Loans extended to it, and the Company shall pay all accrued but unpaid
facility fees with respect to the Revolving Loan Facility and all letter of
credit fees and shall Cash Collateralize in full all obligations arising
with respect to the Letters of Credit (at 105% of the Stated Amount of each
outstanding Letter of Credit).

               6.1.2 Mandatory Reductions of Revolving Commitment Amount.
On the date of any Mandatory Prepayment Event, the Revolving Commitment
Amount shall be automatically and permanently reduced by an amount (if any)
equal to the Designated Proceeds of such Mandatory Prepayment Event less
the amount (if any) applied to prepay Loans pursuant to Section 6.2.2.

               6.1.3 Reductions of the Revolving Commitment Amount Pro Rata
Among Revolving Lenders. All reductions of the Revolving Commitment Amount
shall reduce the Revolving Commitments pro rata among the Revolving Lenders
according to their respective Revolving Loan Percentages.

        6.2 Prepayments.

               6.2.1 Voluntary Prepayments. The Borrowers may from time to
time prepay the Loans in whole or in part; provided that (i) the Company
may not make any prepayment of any Term Loan pursuant to this Section if
any Special Loan is outstanding and (ii) the applicable Borrower shall give
the Administrative Agent (which shall promptly advise each Lender) notice
thereof not later than 11:00 A.M., Chicago time, on the day of such
prepayment (which shall be a Business Day), specifying the Loans to be
prepaid and the date and amount of prepayment.

               6.2.2 Mandatory Prepayments. (a) The Company shall make a
prepayment of the Term Loans, Special Loans and, as set forth in the next
paragraph, Revolving Loans upon the occurrence of any of the following
(each a "Mandatory Prepayment Event") at the following times and in the
following amounts (such applicable amounts being referred to as "Designated
Proceeds"):

               (i)    Concurrently with the receipt by the Company or any
                      Subsidiary of any Net Cash Proceeds from any Asset
                      Sale, in an amount equal to 100% of such Net Cash
                      Proceeds.

               (ii)   Concurrently with the receipt of any insurance (other
                      than proceeds of any business interruption insurance
                      policy) or condemnation proceeds (or other similar
                      recoveries) by the Company or any Subsidiary or by
                      the Administrative Agent (to the extent the
                      Administrative Agent is holding the insurance or
                      condemnation proceeds as additional Collateral) from
                      any casualty loss incurred by the Company or any
                      Subsidiary or condemnation of property, in an amount
                      equal to 100% of such insurance or condemnation
                      proceeds (or other similar recoveries) net of any
                      collection expenses; provided that no such prepayment
                      shall be required with respect to any such proceeds
                      (i) if on or prior to the date of receipt of such
                      proceeds, an authorized officer of the Company
                      delivers to the Administrative Agent a notice stating
                      that the Company or the applicable Subsidiary intends
                      and expects to use such proceeds for the financing of
                      the replacement, substitution or restoration of the
                      assets sustaining such casualty loss or condemnation
                      within 180 days after the date of such receipt and
                      (ii) if and to the extent such proceeds are used by
                      the Company or the applicable Subsidiary within 180
                      days after the date of receipt of such proceeds for
                      the financing of the replacement, substitution or
                      restoration of the assets sustaining such casualty
                      loss or condemnation.

               (iii)  Concurrently with the receipt by the Company or any
                      Subsidiary of any Net Cash Proceeds from any issuance
                      of equity securities of the Company or any Subsidiary
                      (excluding (x) any issuance of shares of Capital
                      Stock of the Company, in an aggregate amount not to
                      exceed 10% of the shares of Common Stock on a
                      fully-diluted basis as of the Closing Date, pursuant
                      to any employee or director stock option program,
                      benefit plan or compensation program and (y) any
                      issuance by a Subsidiary to the Company or another
                      Subsidiary), in an amount equal to 100% of such Net
                      Cash Proceeds.

                (iv)  Concurrently with the receipt by the Company or any
                      Subsidiary of any Net Cash Proceeds from any issuance
                      of any Debt of the Company or any Subsidiary
                      (excluding Debt permitted by Section 10.7, other than
                      Subordinated Debt), in an amount equal to 100% of
                      such Net Cash Proceeds.

               (v)    Within 90 days after the end of each Fiscal Year
                      (commencing with Fiscal Year 2002), in an amount
                      equal to 90% of Excess Cash Flow for such Fiscal Year
                      (provided, that with respect to any such payment to
                      be made within 90 days after the end of Fiscal Year
                      2002, such payment shall be in an amount equal to 90%
                      of cumulative Excess Cash Flow for Fiscal Year 2001
                      and Fiscal Year 2002).

               (vi)   Upon the receipt of any tax refund of $200,000 or
                      more by the Company or any Subsidiary with respect to
                      income taxes, in an amount equal to 100% of such
                      refund.

        Subject to the second sentence of Section 7.2, all Designated
Proceeds of Mandatory Prepayment Events shall be applied to the Loans as
follows: (1) as to any Designated Proceeds comprising the first $15,000,000
of Designated Proceeds received by the Company and its Subsidiaries in the
aggregate after the Closing Date (all such Designated Proceeds, "Primary
Proceeds"), to prepay Special Loans or Tranche A Term Loans, as the Company
may elect with respect to any such Primary Proceeds pursuant to written
notice delivered by the Company to the Administrative Agent, or, if the
Special Loans and Tranche A Term Loans have been paid in full, to prepay
Tranche B Term Loans and (2) as to all Designated Proceeds other than
Primary Proceeds, first to prepay Special Loans until the Special Loans
have been paid in full, second, after payment in full of the Special Loans,
to prepay Tranche A Term Loans until the Tranche A Term Loans have been
paid in full, and third, after payment in full of the Special Loans and
Tranche A Term Loans, to prepay Tranche B Term Loans; provided that, in the
case of any Mandatory Prepayment Event described in clause (i) or (ii)
above, the Designated Proceeds of such Mandatory Prepayment Event shall be
applied first to prepay the Revolving Loans to the extent necessary to
eliminate any Borrowing Base Shortfall caused by such Mandatory Prepayment
Event (and, after such application, applied as set forth in clauses (1) and
(2) of this sentence) and, to the extent of such application to the
Revolving Loans, such Designated Proceeds shall be disregarded for purposes
of calculating the amount of Primary Proceeds received under clause (1) of
this sentence.

               (b) If on any day the Revolving Outstandings exceed the
Borrowing Base, the Borrowers shall immediately prepay Revolving Loans
and/or Cash Collateralize the outstanding Letters of Credit, or do a
combination of the foregoing, in an amount sufficient to eliminate such
excess.

               (c) If on any day on which the Revolving Commitment Amount
is reduced pursuant to Section 6.1.2 any Borrowing Base Shortfall exists,
the Borrowers shall immediately prepay Revolving Loans or Cash
Collateralize the outstanding Letters of Credit, or do a combination of the
foregoing, in an amount sufficient to eliminate such Borrowing Base
Shortfall.

               (d) If the Company or any Subsidiary receives any proceeds
of any business interruption insurance policy, the Company shall, forthwith
upon such receipt, prepay Revolving Loans (or, to the extent that no
Revolving Loans are outstanding, Cash Collateralize Letters of Credit) in
an amount equal to 100% of such proceeds.

        6.3 All Prepayments. Each voluntary partial prepayment shall be in
a principal amount of $1,000,000 or a higher integral multiple of $500,000.
Any partial prepayment of a Group of Eurodollar Loans shall be subject to
the proviso to Section 2.2.3(a). Any prepayment of a Loan shall include
accrued interest on the principal amount being repaid and shall, in the
case of any Eurodollar Loan being prepaid on a day other than the last day
of an Interest Period therefor, be subject to Section 8.4. All prepayments
of Special Loans (other than mandatory prepayments that the Company is
obligated to make upon receipt of any Net Cash Proceeds of Subordinated
Debt or equity securities pursuant to Section 6.2.2(a)(iii) or (iv)) shall
be applied in the inverse order of maturity to the remaining installments
thereof. All mandatory prepayments of Special Loans that the Company is
obligated to make upon receipt of Net Cash Proceeds of Subordinated Debt or
equity securities pursuant to Sections 6.2.2(a)(iii) and (iv) shall be
applied to the remaining installments of the Special Loans in forward order
of maturity.

        6.4 Prepayment Premium. The Company shall pay to the Administrative
Agent, for the ratable benefit of the Special Lenders, in addition to the
principal amount of any such prepayment, a prepayment premium on each
prepayment of Special Loans pursuant to Section 6.2.1 (other than any such
prepayment that occurs simultaneously with the payment in full in cash of
all Term Loans) in an amount equal to the percentage of the principal
amount prepaid, depending on the date of such prepayment, in accordance
with the following schedule:

               Date of Prepayment                  Premium Percentage

               Closing Date through 11/30/01              2%
               12/1/01 through 2/29/02                    1.50%
               3/1/02 through 5/31/02                     1%
               6/1/02 through 8/31/02                     0.50%
               9/1/02 and thereafter                      0%.

Each such prepayment premium shall be due and payable concurrently with the
prepayment of Special Loans giving rise to such premium.

        6.5 Treatment of Certain Proceeds. (a) If the Company or any
Subsidiary receives any cash proceeds from any Asset Sale (net of items
referred to in clauses (a)(i) - (v) of the definition of "Net Cash
Proceeds" with respect to such Asset Sale) or any insurance or condemnation
proceeds or similar recoveries from a casualty loss or a condemnation of
property suffered by the Company or any Subsidiary, in any case in an
amount in excess of $5,000,000 (all such Asset Sale proceeds or insurance
or condemnation proceeds, "Asset Proceeds"), then, to the extent that the
Company does not apply an amount equal to such Asset Proceeds upon the
receipt thereof by the Company or the applicable Subsidiary to the payment
of Loans as set forth in Section 6.2.2(a) or to the concurrent replacement
of the asset disposed of in such Asset Sale with an asset performing the
same or a similar function or the concurrent replacement, substitution or
restoration of the assets sustaining such casualty loss or condemnation,
the Company shall (directly or indirectly through a Subsidiary) deposit
into an interest bearing account under the Administrative Agent's sole
dominion and control and with respect to which the Administration Agent
shall have the sole power of withdrawal (each, a "Proceeds Account") an
amount equal to all such Asset Proceeds (such amount not so applied is
hereinafter referred to as "Proceeds") less the amount of Revolving Loans
prepaid allocable to such Proceeds as provided in Section 6.5(b). In
connection with each such deposit, the Company shall certify to the
Administrative Agent the date of receipt by the Company or the relevant
Subsidiary of the funds deposited. Amounts deposited in any Proceeds
Account shall be held by the Administrative Agent for the benefit of the
Lenders as collateral security for the obligations of the Loan Parties
under the Loan Documents. If no Unmatured Event of Default or Event of
Default exists, the Administrative Agent will make available to the Company
amounts in the Proceeds Account (plus any interest accrued thereon) solely
for the purposes of (x) financing the replacement, substitution or
restoration of the assets sustaining the related casualty loss or
condemnation or, as applicable, the replacement of the asset disposed of in
the related Asset Sale with another asset performing the same or a similar
function, in each case upon the Company's written request therefor (which
request shall contain a certification that the Proceeds so released will be
used for such purpose), or (y) prepaying Loans in accordance with Section
6.2.2(a), to the extent required in connection with such Asset Sale,
casualty loss or condemnation upon the Company's written notice to the
Agent requesting that the applicable funds be applied to make such
prepayment; provided that (i) any Proceeds (plus any interest accrued
thereon) of an Asset Sale remaining in the Proceeds Account on the 91st day
after the receipt by the Company or the applicable Subsidiary of Proceeds
from such Asset Sale shall be applied on such day (or, if such day is not a
Business Day, the first Business Day thereafter) to the payment of Loans as
set forth in Section 6.2.2(a) and (ii) any Proceeds (plus any interest
accrued thereon) of a casualty loss or condemnation remaining in the
Proceeds Account on the 181st day after the receipt by the Company or the
applicable Subsidiary of Proceeds from such casualty loss or condemnation
shall be applied on such day (or, if such day is not a Business Day, the
first Business Day thereafter) to the payment of Loans as set forth in
Section 6.2.2(a).

        (b) In lieu of depositing Proceeds into the Proceeds Account
pursuant to Section 6.5(a), the Company may, at the time of receipt of any
Proceeds by it or any Subsidiary, prepay Revolving Loans in an amount equal
to all or a portion of the amount of such Proceeds (with any such Proceeds
received in a currency other than Dollars to be valued at the Dollar Amount
thereof). If the Company makes any such prepayment, it shall notify the
Administrative Agent of its election to so prepay Revolving Loans in
writing at the time it makes such prepayment, which notice shall specify
the amount of Revolving Loans being prepaid allocable to such Proceeds and
a certification of the date of receipt by the Company or the relevant
Subsidiary of the funds giving rise to the Company's obligation to either
deposit such funds into a Proceeds Account or prepay Revolving Loans under
this Section 6.5. Upon any such prepayment, a reserve shall be created
against the Borrowing Base in the amount of such prepayment which is
specified by the Company as so being allocable in the related notice (the
aggregate amount of all such reserves at any time in effect being the
"Proceeds Reserve"). No portion of the Proceeds Reserve allocable to any
Asset Sale, casualty loss or condemnation shall be available to the
Borrowers for any purpose other than for the purposes of (x) financing the
replacement, substitution or restoration of the assets sustaining the
related casualty loss or condemnation or the replacement of the asset
disposed of in the related Asset Sale with another asset performing the
same or a similar function or (y) financing the prepayment of Loans in
accordance with Section 6.2.2(a), to the extent required in connection with
such Asset Sale, casualty loss or condemnation. The Company may request
that Revolving Loans allocable to the Proceeds Reserve be made for either
such purpose by submitting a Borrowing Certificate to the Administrative
Agent pursuant to Section 2.2.2, together with a certification that the
amount of Revolving Loans so borrowed that are allocable to the Proceeds
Reserve will be used for one of such purposes as specified by the Company
in such notice; provided that (i) if any portion of the Proceeds Reserve
created upon an Asset Sale remains in effect on the 91st day after the
receipt by the Company or the applicable Subsidiary of Proceeds from such
Asset Sale, then the Administrative Agent shall (and the Company hereby
authorizes the Administrative Agent to) make a request for Revolving Loans
to be made to the Company in the amount of such portion, and the Revolving
Lenders will, upon receipt of such notice from the Administrative Agent but
subject to the conditions precedent in Section 11.2, without any request by
or notice to any Borrower, make Revolving Loans to the Company (in
accordance with their respective Revolving Loan Percentages) and the
Administrative Agent shall apply the proceeds of such Revolving Loans to
the payment of Loans as set forth in Section 6.2.2(a) and (ii) if any
portion of the Proceeds Reserve created upon a casualty loss or
condemnation remains in effect on the 181st day after the receipt by the
Company or the applicable Subsidiary of Proceeds from such casualty loss or
condemnation, then the Administrative Agent shall (and the Company hereby
authorizes the Administrative Agent to) make a request for Revolving Loans
to be made to the Company in the amount of such portion, and the Revolving
Lenders will, upon receipt of such notice from the Administrative Agent but
subject to the conditions precedent in Section 11.2, without any request by
or notice to the Company, make Revolving Loans to the Company (in
accordance with their respective Revolving Loan Percentages) and the
Administrative Agent shall apply the proceeds of such Revolving Loans to
the payment of Loans as set forth in Section 6.2.2(a). The Proceeds Reserve
shall be automatically reduced by the portion of any Revolving Loan made to
the Company that is allocable to the Proceeds Reserve and the proceeds of
which are used for the purposes specified in this Section 6.5(b).
Notwithstanding anything herein to the contrary, to the extent that a
portion of the Proceeds Reserve is being used to make Revolving Loans for
the purposes described in this Section 6.5(b), such portion of the Proceeds
Reserve shall not be included in clause (e) of the definition of "Borrowing
Base" for purposes of determining availability under the Borrowing Base.

        SECTION 7 MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES.

        7.1 Making of Payments. All payments of principal of or premium, if
any, and interest on the Notes, and of all fees, shall be made by the
Company (or, if applicable, the applicable Borrower) to the Administrative
Agent in immediately available funds at the office specified by the
Administrative Agent not later than noon, Chicago time, on the date due;
and funds received after that hour shall be deemed to have been received by
the Administrative Agent on the following Business Day. Subject to Section
7.6 in respect of Taxes, all such payments shall be made without setoff or
counterclaim. The Administrative Agent shall promptly remit to each Lender
its share of all such payments received in collected funds by the
Administrative Agent for the account of such Lender. All payments under
Section 8.1 shall be made by the Company directly to the Lender entitled
thereto.

        7.2 Application of Certain Payments. At any time other than when an
Unmatured Event of Default under Section 12.1.4 or any Event of Default
exists, and except as otherwise required by this Agreement, each payment of
principal shall be applied to such Loans as the Company shall direct by
notice to be received by the Administrative Agent on or before the date of
such payment or, in the absence of such notice, as the Administrative Agent
shall determine in its discretion. At any time while an Unmatured Event of
Default under Section 12.1.4 or any Event of Default exists, each payment
or prepayment in respect of the Loans and other obligations hereunder and
all proceeds of Collateral shall be applied in the following order: first,
to the payment of amounts then due with respect to fees, charges,
indemnities and expenses for which the Loan Parties are liable to the
Administrative Agent pursuant to this Agreement and the other Loan
Documents, second, to the payment of amounts then due with respect to
charges, indemnities and expenses for which the Loan Parties are liable to
the Lenders pursuant to this Agreement and the other Loan Documents, third,
to the payment of amounts then due with respect to interest on and fees
with respect to the Revolving Loans and Letters of Credit, fourth, to the
payment of principal and reimbursement obligations then outstanding on
Revolving Loans and with respect to Letters of Credit, fifth, to provide
cash collateral, if required pursuant to this Agreement, sixth, to the
payment of amounts then due with respect to interest on and fees with
respect to the Tranche A Term Loans, seventh, to the payment of principal
then outstanding on Tranche A Term Loans, eighth, to the payment of amounts
then due with respect to interest on and fees with respect to the Tranche B
Term Loans, ninth, to the payment of principal then outstanding on Tranche
B Term Loans, tenth, to the payment of interest, fees and premium, if any,
then due with respect to Special Loans, eleventh, to the payment of
principal then outstanding on the Special Loans, twelfth, to the payment of
all other obligations hereunder and under the other Loan Documents and
thirteenth, to the payment of all Hedging Obligations, if any, payable by
the Company or any of its Domestic Subsidiaries to a Lender or an Affiliate
of a Lender. Concurrently with each remittance to any Lender of its share
of any such payment, the Administrative Agent shall advise such Lender as
to the application of such payment.

        7.3 Due Date Extension. If any payment of principal or (to the
extent payable in cash) interest with respect to any of the Loans, or of
any fees, falls due on a day which is not a Business Day, then such due
date shall be extended to the immediately following Business Day (unless,
in the case of a Eurodollar Loan, such immediately following Business Day
is the first Business Day of a calendar month, in which case such due date
shall be the immediately preceding Business Day) and, in the case of
principal, additional interest shall accrue and be payable for the period
of any such extension.

        7.4 Setoff. The Borrowers agree that the Administrative Agent and
each Lender have all rights of set-off and bankers' lien provided by
applicable law, and in addition thereto, each Borrower agrees that at any
time any Event of Default exists, the Administrative Agent and each Lender
may apply to the payment of any obligations of the Borrowers hereunder,
whether or not then due, any and all balances, credits, deposits, accounts
or moneys of the Borrowers then or thereafter with the Administrative Agent
or such Lender, irrespective of whether the Lenders have demanded payment
or the obligations hereunder have been accelerated.

        7.5 Proration of Payments. If any Lender shall obtain any payment
or other recovery (whether voluntary, involuntary, by application of offset
or otherwise, but excluding any payment pursuant to Section 8.7 or 14.9 and
payments of interest on any Affected Loan) on account of principal of or
interest on any Loan (or on account of its participation in any Letter of
Credit) in excess of its pro rata share of payments and other recoveries
obtained by all Lenders on account of principal of and interest on the
Loans (or such participation) then held by them, such Lender shall purchase
from the other Lenders such participations in the Loans (or sub-
participations in Letters of Credit) held by them as shall be necessary to
cause such purchasing Lender to share the excess payment or other recovery
ratably with each of them; provided that if all or any portion of the
excess payment or other recovery is thereafter recovered from such
purchasing Lender, the purchase shall be rescinded and the purchase price
restored to the extent of such recovery.

        7.6 Taxes. Except as otherwise provided in this Section 7.6, all
payments of principal of, and interest on, the Loans and all other amounts
payable hereunder shall be made free and clear of and without deduction for
any present or future income, excise, stamp or franchise taxes and other
taxes, fees, duties, withholdings or other charges of any nature whatsoever
imposed by any taxing authority, excluding franchise taxes and taxes
imposed on or measured by any Agent's or any Lender's net income or
receipts (all non-excluded items being called "Taxes"). Except as otherwise
provided in this Section 7.6, if any withholding or deduction from any
payment to be made by any Borrower hereunder is required in respect of any
Taxes pursuant to any applicable law, rule or regulation, then the
applicable Borrower will:

               (a) pay directly to the relevant authority the full amount
required to be so withheld or deducted;

               (b) promptly forward to the Administrative Agent an official
receipt or other documentation satisfactory to the Administrative Agent
evidencing such payment to such authority; and

               (c) pay to the Administrative Agent for the account of the
Lenders such additional amount as is necessary to ensure that the net
amount actually received by each Lender will equal the full amount such
Lender would have received had no such withholding or deduction been
required.

Moreover, if any Taxes are directly asserted against the Administrative
Agent or any Lender with respect to any payment received by the
Administrative Agent or such Lender hereunder, the Administrative Agent or
such Lender may pay such Taxes and the Borrowers will promptly pay such
additional amounts (including any penalty, interest or expense) as is
necessary in order that the net amount received by such Person after the
payment of such Taxes (including any Taxes on such additional amount) shall
equal the amount such Person would have received had such Taxes not been
asserted.

        If any Borrower fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent, for the
account of the respective Lenders, the required receipts or other required
documentary evidence, such Borrower shall indemnify the Lenders for any
incremental Taxes, interest or penalties that may become payable by any
Lender as a result of any such failure. For purposes of this Section 7.6, a
distribution or payment hereunder by the Administrative Agent or any Lender
to or for the account of any Lender or Agent shall be deemed a payment by
the Borrowers.

        Each Lender that (i) is a party hereto on the Closing Date or (ii)
becomes an assignee of an interest under this Agreement under Section
14.9.1 after the Closing Date (unless such Lender was already a Lender
hereunder immediately prior to such assignment) shall, on or prior to the
Closing Date (in the case of a Lender referred to in clause (i) above) or
the effective date of the assignment pursuant to which such assignee became
a Lender hereunder (in the case of a Lender referred to in clause (ii)
above) execute and deliver (and renew, if applicable) to each of the
Company and the Administrative Agent (x) two or more (as the Company or the
Administrative Agent may reasonably request) United States Internal Revenue
Service Forms W-9, W-8ECI or W-8BEN, or any successor form to any of the
foregoing forms, in each case establishing, as of the Closing Date that
such Lender is exempt, as of the Closing Date (in the case of a Lender
referred to in clause (i) above) or the effective date of the assignment
pursuant to which such assignee became a Lender hereunder (in the case of a
Lender referred to in clause (ii) above), from withholding or deduction of
Taxes, or (y) if such Lender is not a "bank" within the meaning of Section
881(c)(3)(A) of the Code and intends to claim exemption from U.S. Federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest," a Form W-8BEN or any successor thereto
(and, if such Lender delivers a Form W-8BEN, a certificate representing
that such Lender is not a "bank" for purposes of Section 881(c) of the
Code, is not a 10-percent shareholder (within the meaning of Section
871(h)(3)(B) of the Code) of the Company and is not a controlled foreign
corporation related to the Company (within the meaning of Section 864(d)(4)
of the Code)), or such other forms or documents, appropriately completed,
in each case establishing that such Lender is exempt, as of the Closing
Date (in the case of a Lender referred to in clause (i) above) or the
effective date of the assignment pursuant to which such assignee became a
Lender hereunder (in the case of a Lender referred to in clause (ii)
above), from withholding or deduction of Taxes. The Administrative Agent
and any successor Administrative Agent under Section 13.9 shall, prior to
the Closing Date (or, in the case of any successor Administrative Agent,
the date such Person became Administrative Agent hereunder), execute and
deliver (and renew, if applicable) to the Company two or more (as the
Company may reasonably request) of either Internal Revenue Service Form
W-8IMY (with respect to each Lender) or Internal Revenue Service Form W-9,
or any successor to any of the foregoing forms, in each case establishing
that the Administrative Agent (or, if applicable, successor Administrative
Agent) is exempt, as of the Closing Date (or, in the case of any successor
Administrative Agent, the date such Person became Administrative Agent
hereunder), from withholding and deduction of Taxes. The Borrowers shall
not be required to pay additional amounts to any Lender or to the
Administrative Agent pursuant to this Section 7.6 to the extent that the
obligation to pay such additional amounts would not have arisen but for the
failure of such Lender (or, if applicable, the Administrative Agent) to
comply with this paragraph.

        SECTION 8 INCREASED COSTS; SPECIAL PROVISIONS FOR EURODOLLAR
                  LOANS.

        8.1 Increased Costs. (a) If, after the date hereof, the adoption
of, or any change in, any applicable law, rule or regulation, or any change
in the interpretation or administration of any applicable law, rule or
regulation by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by
any Lender (or any Eurodollar Office of such Lender) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency

               (i) shall subject any Lender (or any Eurodollar Office of
        such Lender) to any tax, duty or other charge with respect to its
        Eurodollar Loans, its Note or its obligation to make Eurodollar
        Loans, or shall change the basis of taxation of payments to any
        Lender of the principal of or interest on its Eurodollar Loans or
        any other amounts due under this Agreement in respect of its
        Eurodollar Loans or its obligation to make Eurodollar Loans (except
        for changes in the rate of tax on the overall net income or
        receipts of such Lender or its Eurodollar Office imposed by the
        jurisdiction in which such Lender is organized or in which such
        Lender's principal executive office or Eurodollar Office is located
        or in which such Lender is doing business);

               (ii) shall impose, modify or deem applicable any reserve
        (including any reserve imposed by the FRB, but excluding any
        reserve included in the determination of interest rates pursuant to
        Section 4), special deposit or similar requirement against assets
        of, deposits with or for the account of, or credit extended by any
        Lender (or any Eurodollar Office of such Lender); or

               (iii) shall impose on any Lender (or its Eurodollar Office)
        any other condition affecting its Eurodollar Loans, its Note or its
        obligation to make Eurodollar Loans;

and the result of any of the foregoing is to increase the cost to (or to
impose a cost on) such Lender (or any Eurodollar Office of such Lender) of
making or maintaining any Eurodollar Loan, or to reduce the amount of any
sum received or receivable by such Lender (or its Eurodollar Office) under
this Agreement or under its Note with respect thereto, then upon demand by
such Lender (which demand shall be accompanied by a statement setting forth
the basis for such demand and a calculation of the amount thereof in
reasonable detail, a copy of which shall be furnished to the Administrative
Agent), the Company shall pay directly to such Lender such additional
amount as will compensate such Lender for such increased cost or such
reduction.

               (b) If any Lender shall reasonably determine that any change
in, or the adoption or phase-in of, any applicable law, rule or regulation
regarding capital adequacy, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration
thereof, or compliance by any Lender or any Person controlling such Lender
with any request or directive regarding capital adequacy (whether or not
having the force of law) of any such authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on such
Lender's or such controlling Person's capital as a consequence of such
Lender's obligations hereunder or under any Letter of Credit to a level
below that which such Lender or such controlling Person could have achieved
but for such change, adoption, phase-in or compliance (taking into
consideration such Lender's or such controlling Person's policies with
respect to capital adequacy) by an amount deemed by such Lender or such
controlling Person to be material, then from time to time, upon demand by
such Lender (which demand shall be accompanied by a statement setting forth
the basis for such demand and a calculation of the amount thereof in
reasonable detail, a copy of which shall be furnished to the Administrative
Agent), the Company shall pay to such Lender such additional amount as will
compensate such Lender or such controlling Person for such reduction.

        8.2 Basis for Determining Interest Rate Inadequate or Unfair. If
with respect to any Interest Period:

               (a) deposits in Dollars (in the applicable amounts) are not
being offered to the Administrative Agent in the interbank eurodollar
market for such Interest Period, or the Administrative Agent otherwise
reasonably determines (which determination shall be binding and conclusive
on the Borrowers) that by reason of circumstances affecting the interbank
eurodollar market adequate and reasonable means do not exist for
ascertaining the applicable Eurodollar Rate; or

               (b) Lenders having an aggregate Percentage with respect to
any applicable Facility of 25% or more advise the Administrative Agent that
the Eurodollar Rate (Reserve Adjusted) as determined by the Administrative
Agent will not adequately and fairly reflect the cost to such Lenders of
maintaining or funding Eurodollar Loans for such Interest Period (taking
into account any amount to which such Lenders may be entitled under Section
8.1) or that the making or funding of Eurodollar Loans has become
impracticable as a result of an event occurring after the date of this
Agreement which in the opinion of such Lenders materially affects such
Loans;

then the Administrative Agent shall promptly notify the other parties
thereof and, so long as such circumstances shall continue, (i) no Lender
within the relevant Facility shall be under any obligation to make or
convert into Eurodollar Loans and (ii) on the last day of the current
Interest Period for each Eurodollar Loan, such Loan shall, unless then
repaid in full, automatically convert to a Base Rate Loan.

        8.3 Changes in Law Rendering Eurodollar Loans Unlawful. If any
change in, or the adoption of any new, law, rule or regulation, or any
change in the interpretation of any applicable law, rule or regulation by
any governmental or other regulatory body charged with the administration
thereof, should make it (or in the good faith judgment of any Lender cause
a substantial question as to whether it is) unlawful for any Lender to
make, maintain or fund Eurodollar Loans, then such Lender shall promptly
notify each of the other parties hereto and, so long as such circumstances
shall continue, (a) such Lender shall have no obligation to make or convert
into Eurodollar Loans (but shall make Base Rate Loans concurrently with the
making of or conversion into Eurodollar Loans by the Lenders which are not
so affected, in each case in an amount equal to the amount of Eurodollar
Loans which would be made or converted into by such Lender at such time in
the absence of such circumstances) and (b) on the last day of the current
Interest Period for each Eurodollar Loan of such Lender (or, in any event,
on such earlier date as may be required by the relevant law, regulation or
interpretation), such Eurodollar Loan shall, unless then repaid in full,
automatically convert to a Base Rate Loan. Each Base Rate Loan made by a
Lender which, but for the circumstances described in the foregoing
sentence, would be a Eurodollar Loan (an "Affected Loan") shall remain
outstanding for the same period as the Group of Eurodollar Loans of which
such Affected Loan would be a part absent such circumstances.

        8.4 Funding Losses. Each Borrower hereby agrees that upon demand by
any Lender (which demand shall be accompanied by a statement setting forth
the basis for the amount being claimed, a copy of which shall be furnished
to the Administrative Agent), such Borrower will indemnify such Lender
against any net loss or expense which such Lender may sustain or incur
(including any net loss or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund or
maintain any Eurodollar Loan), as reasonably determined by such Lender, as
a result of (a) any payment, prepayment or conversion of any Eurodollar
Loan of such Lender made to such Borrower on a date other than the last day
of an Interest Period for such Loan (including any conversion pursuant to
Section 8.3), (b) any failure of such Borrower to borrow, prepay, convert
or continue any Eurodollar Loan on a date specified therefor in a notice of
borrowing, prepayment, conversion or continuation pursuant to this
Agreement or (c) any failure of such Borrower to convert any Base Rate Loan
on a date specified therefor in a notice of conversion pursuant to this
Agreement. For this purpose, all notices to the Administrative Agent
pursuant to this Agreement shall be deemed to be irrevocable.

        8.5 Right of Lenders to Fund through Other Offices. Each Lender
may, if it so elects, fulfill its commitment as to any Eurodollar Loan by
causing a foreign branch or Affiliate of such Lender to make such Loan;
provided that in such event for the purposes of this Agreement such Loan
shall be deemed to have been made by such Lender and the obligation of the
applicable Borrower to repay such Loan shall nevertheless be to such Lender
and shall be deemed held by it, to the extent of such Loan, for the account
of such branch or Affiliate.

        8.6 Discretion of Lenders as to Manner of Funding. Notwithstanding
any provision of this Agreement to the contrary, each Lender shall be
entitled to fund and maintain its funding of all or any part of its Loans
in any manner it sees fit, it being understood, however, that for the
purposes of this Agreement all determinations hereunder shall be made as if
such Lender had actually funded and maintained each Eurodollar Loan during
each Interest Period for such Loan through the purchase of deposits having
a maturity corresponding to such Interest Period and bearing an interest
rate equal to the Eurodollar Rate for such Interest Period.

        8.7 Mitigation of Circumstances; Replacement of Lenders. (a) Each
Lender shall promptly notify the Company and the Administrative Agent of
any event of which it has knowledge which will result in, and will use
reasonable commercial efforts available to it (and not, in such Lender's
sole judgment, otherwise disadvantageous to such Lender) to mitigate or
avoid, (i) any obligation by any Borrower to pay any amount pursuant to
Section 7.6 or 8.1 or (ii) the occurrence of any circumstances described in
Section 8.2 or 8.3 (and, if any Lender has given notice of any such event
described in clause (i) or (ii) above and thereafter such event ceases to
exist, such Lender shall promptly so notify the Company and the
Administrative Agent). Without limiting the foregoing, each Lender will
designate a different funding office if such designation will avoid (or
reduce the cost to the applicable Borrower of) any event described in
clause (i) or (ii) of the preceding sentence and such designation will not,
in such Lender's sole judgment, be otherwise disadvantageous to such
Lender.

               (b) If any Borrower becomes obligated to pay additional
amounts to any Lender pursuant to Section 7.6 or 8.1, or any Lender gives
notice of the occurrence of any circumstances described in Section 8.2 or
8.3, the Company may designate an Eligible Assignee which is acceptable to
the Administrative Agent and the Issuing Lender in their reasonable
discretion (such Eligible Assignee being called a "Replacement Lender") to
purchase the Loans of such Lender and such Lender's rights hereunder,
without recourse to or warranty by, or expense to, such Lender, for a
purchase price equal to the outstanding principal amount of the Loans
payable to such Lender plus any accrued but unpaid interest on such Loans
and all accrued but unpaid fees owed to such Lender and any other amounts
payable to such Lender under this Agreement, and to assume all the
obligations of such Lender hereunder, and, upon such purchase and
assumption (pursuant to an Assignment Agreement), such Lender shall no
longer be a party hereto or have any rights hereunder (other than rights
with respect to indemnities and similar rights applicable to such Lender
prior to the date of such purchase and assumption) and shall be relieved
from all obligations to the Borrowers hereunder, and the Replacement Lender
shall succeed to the rights and obligations of such Lender hereunder.

        8.8 Conclusiveness of Statements; Survival of Provisions.
Determinations and statements of any Lender pursuant to Section 8.1, 8.2,
8.3 or 8.4 shall be conclusive absent demonstrable error. Lenders may use
reasonable averaging and attribution methods in determining compensation
under Sections 8.1 and 8.4, and the provisions of such Sections shall
survive repayment of the Loans, cancellation of the Notes, expiration or
termination of the Letters of Credit and termination of this Agreement.

        SECTION 9 REPRESENTATIONS AND WARRANTIES.

        To induce the Agents and the Lenders to enter into this Agreement
and to induce the Lenders to make Loans and issue and participate in
Letters of Credit hereunder, the Borrowers jointly and severally represent
and warrant to the Agents and the Lenders that:

        9.1 Organization. The Company is a corporation validly existing and
in good standing under the laws of the State of Indiana; each Domestic
Subsidiary is validly existing and in good standing under the laws of the
jurisdiction of its organization; and each of the Company and each Domestic
Subsidiary is duly qualified to do business in each jurisdiction where,
because of the nature of its activities or properties, such qualification
is required, except for such jurisdictions where the failure to so qualify
would not have a Material Adverse Effect.

        9.2 Authorization; No Conflict. Each of the Company and each other
Loan Party is duly authorized to execute and deliver each Loan Document to
which it is a party, the Company is duly authorized to borrow monies
hereunder and each of the Company and each other Loan Party is duly
authorized to grant Liens to the Administrative Agent for the benefit of
the Lenders and to perform its obligations under each Loan Document to
which it is a party. The execution, delivery and performance by the Company
of this Agreement and by each of the Company and each other Loan Party of
each Loan Document to which it is a party, and the borrowings by the
Company hereunder, do not and will not (a) require any consent or approval
of any governmental agency or authority (other than the Confirmation
Order), (b) conflict with (i) any provision of law, (ii) the charter,
by-laws or other organizational documents of the Company or any other Loan
Party or (iii) any agreement, indenture, instrument or other document, or
any judgment, order or decree, which is binding upon the Company or any
other Loan Party or any of their respective properties or (c) except for
Liens in favor of the Administrative Agent for the benefit of the Lenders,
require, or result in, the creation or imposition of any Lien on any asset
of the Company, any Subsidiary or any Loan Party.

        9.3 Validity and Binding Nature. Each of this Agreement and each
other Loan Document to which the Company or any other Loan Party is a party
has been duly executed and delivered by such Loan Party and is the legal,
valid and binding obligation of such Person, enforceable against such
Person in accordance with its terms.

        9.4 Financial Condition. The audited consolidated financial
statements of the Company and its Subsidiaries as at November 30, 1999 and
the unaudited consolidated financial statements of the Company and the
Subsidiaries as at July 31, 2000, copies of each of which have been
delivered to each Lender, were prepared in accordance with GAAP (subject,
in the case of such unaudited statements, to the absence of footnotes and
to normal year-end adjustments) and present fairly the consolidated
financial condition of the Company and its Subsidiaries as at such dates
and the results of their operations for the periods then ended.

        9.5 No Material Adverse Change. Other than arising as a result of
the commencement of the Chapter 11 Cases, since July 31, 2000 there has
been no material adverse change in the financial condition, operations,
assets, business, properties or prospects of the Company and its
Subsidiaries taken as a whole.

        9.6 Litigation. Except as set forth on Schedule 9.6, there is no
litigation, arbitration, governmental investigation, proceeding or inquiry
pending or, to the knowledge of the Borrowers, threatened against or
affecting the Company or any of its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect.

        9.7 Assets and Properties. The Company and each of its Subsidiaries
has good and marketable title to all of its assets and properties (tangible
and intangible, real or personal) 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 the Liens on the Collateral permitted hereunder) (in each case
necessary for the conduct of its business), and all such assets and
property are free and clear of all Liens, except Liens securing the
obligations of the Company and its Subsidiaries under the Loan Documents
and Liens permitted under Section 10.8. On the Closing Date, substantially
all of the assets and properties owned by, leased to or used by the Company
and/or each Subsidiary (in each case necessary for the conduct of its
business) are in adequate operating condition and repair, ordinary wear and
tear excepted.

        9.8 Subsidiaries. Schedule 9.8 hereto contains an accurate list of
all of the Subsidiaries of the Company as of the Closing Date, setting
forth their respective jurisdictions of incorporation and the percentage of
their respective Capital Stock owned by the Company or other Subsidiaries.
All of the issued and outstanding shares of Capital Stock of the
Subsidiaries that are corporations have been duly authorized and issued and
are fully paid and non-assessable, it being understood that the warranty in
this sentence applies to Foreign Subsidiaries only to the extent such
concepts are applicable under the laws of the jurisdictions of organization
of such Foreign Subsidiaries.

        9.9 ERISA. Neither the Company nor any ERISA Affiliate maintains or
contributes to any Plan as of the Closing Date other than those listed on
Schedule 9.9 hereto. Each Plan which is intended to be qualified under
Section 401(a) of the Code as currently in effect has been determined by
the IRS to be so qualified, and each trust related to any such Plan has
been determined to be exempt from federal income tax under Section 501(a)
of the Code as currently in effect. Except as disclosed in Schedule 9.9,
neither the Company nor any Subsidiary maintains or contributes to any
employee welfare benefit plan within the meaning of Section 3(1) of ERISA
which provides benefits to employees after termination of employment other
than as required by Section 601 of ERISA. The Company and all its ERISA
Affiliates are in compliance in all material respects with the
responsibilities, obligations or duties imposed on them by ERISA, the Code
and regulations promulgated thereunder with respect to all Plans. No
Benefit Plan has incurred any accumulated funding deficiency (as defined in
Sections 302(a)(2) of ERISA and 412(a) of the Code), whether or not waived.
Neither the Company nor any ERISA Affiliate nor any fiduciary of any Plan
which is not a Multiemployer Plan (i) has engaged in a nonexempt prohibited
transaction described in Sections 406 of ERISA or 4975 of the Code or (ii)
has taken or failed to take any action which would constitute or result in
a Termination Event that, in either case, could result in a Material
Adverse Effect. Neither the Company nor any ERISA Affiliate has any
material liability of any kind whatsoever, whether direct, indirect,
contingent or otherwise, (i) on account of any violation of the health care
requirements of Part 6 of Title I of ERISA or Section 4980B of the Code,
(ii) under Section 502(i) or Section 502(l) of ERISA or Section 4975 of the
Code, (iii) under Section 302 of ERISA or Section 412 of the Code or (iv)
under Title IV of ERISA. Neither the Company nor any ERISA Affiliate has
incurred any liability to the PBGC which remains outstanding other than the
payment of premiums, and there are no premium payments which have become
due which are unpaid. Schedule B to the most recent annual report filed
with the IRS with respect to each Benefit Plan and furnished to the Lenders
is complete and accurate. Since the date of each such Schedule B, there has
been no material adverse change in the funding status or financial
condition of the Benefit Plan relating to such Schedule B. Neither the
Company nor any ERISA Affiliate has (i) failed to make a required
contribution or payment to a Multiemployer Plan or (ii) suffered a complete
or partial withdrawal under Sections 4203 or 4205 of ERISA from a
Multiemployer Plan. Neither the Company nor any ERISA Affiliate has failed
to make a required installment or any other required payment under Section
412 of the Code on or before the due date for such installment or other
payment. Neither the Company nor any ERISA Affiliate is required to provide
security to a Benefit Plan under Section 401(a)(29) of the Code due to a
Plan amendment that results in an increase in current liability for the
plan year. Except as disclosed on Schedule 9.9, the Company does not have,
by reason of the transactions contemplated hereby any obligation to make
any payment to the employee pursuant to any Plan or existing contract or
arrangement. The Company has given to the Administrative Agent copies of
all of the following: each Benefit Plan and related trust agreement
(including all amendments to such Plan and trust) in existence or committed
to as of the Closing Date and in respect to which the Company or any ERISA
Affiliate is currently an "employer" as defined in Section 3(5) of ERISA,
and the most recent actuarial report, determination letter issued by the
IRS and Form 5500 filed in respect of each such Benefit Plan in existence;
a listing of all of the Multiemployer Plans currently contributed to by the
Company or any ERISA Affiliate with the aggregate amount of the most recent
annual contributions required to be made by the Company and all ERISA
Affiliates to each such Multiemployer Plan, any information which has been
provided to the Company or an ERISA Affiliate regarding withdrawal
liability under any Multiemployer Plan and the collective bargaining
agreement pursuant to which such contribution is required to be made.

For purposes of this Section 9.9 and Section 10.15 below, the Company and
any ERISA Affiliate shall be deemed to know all facts known by the
administrator of any Plan of which the Company or any ERISA Affiliate is
the plan sponsor.

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

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

        9.12 Regulation U. The Company is not engaged principally, or as
one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying Margin Stock. Margin Stock
constitutes less than 25% of those assets of the Company and its
Subsidiaries which are subject to any limitation on sale, pledge or other
restriction hereunder.

        9.13 Taxes. The Company and its Subsidiaries have filed all United
States federal income tax returns and all other material tax returns which
are required to be filed and have paid all material taxes due pursuant to
said returns or pursuant to any assessment received by the Company or any
of its Subsidiaries, except such taxes, if any, as are being contested in
good faith and as to which adequate reserves have been provided. The
statute of limitations for assessment or collection of taxes with respect
to United States consolidated income tax returns of the Company and its
Subsidiaries has expired for all tax periods prior to November 30, 1997. To
the best of the Company's knowledge, its Subsidiaries have filed all income
tax returns and all other material tax returns which are required to be
filed pursuant to the laws of the jurisdiction of their incorporation and
any division thereof and have paid all material taxes due pursuant to said
returns or pursuant to any assessment received by any of such Subsidiaries,
except such taxes, if any, as are being contested in good faith and as to
which adequate reserves have been provided. The charges, accruals and
reserves on the books of the Company and its Subsidiaries in respect of any
taxes or other governmental charges are adequate.

        9.14 Compliance with Environmental Laws. Except as set forth on
Schedule 9.6, neither the Company nor any Subsidiary has notice or
knowledge of any violation of any applicable Federal, state, regional,
departmental or local laws, statutes, rules, regulations or ordinances
relating to public health, safety or the environment, including, without
limitation, relating to releases, discharges, emissions or disposals of any
Hazardous Substance to air, water, land or ground water, to the withdrawal
or use of ground water, to the use, handling or disposal of polychlorinated
biphenyls (PCBs), asbestos or urea formaldehyde, to the treatment, storage,
disposal or management of Hazardous Substances or to exposure to Hazardous
Substances (collectively, "Environmental Laws") which violation could
reasonably be expected to have a Material Adverse Effect. The total
liability arising out of any environmental matters, if adversely
determined, would not reasonably be expected to exceed $500,000.

        9.15 Insurance. Set forth on Schedule 9.15 is a complete and
accurate summary of the property and casualty insurance program of the
Company and its Domestic Subsidiaries as of the Closing Date (including the
names of all insurers, policy numbers, expiration dates, amounts and types
of coverage, annual premiums, exclusions, deductibles, self-insured
retention, and a description in reasonable detail of any self-insurance
program, retrospective rating plan, fronting arrangement or other risk
assumption arrangement involving the Company or any Domestic Subsidiary).
As of the Closing Date, such insurance is in effect and is customary for
businesses of the size and character of the Company.

        9.16 Real Property. Set forth on Schedule 9.16 is a complete and
accurate list, as of the Closing Date, of the addresses of all real
property owned or leased by the Company or any Domestic Subsidiary,
together with, in the case of leased property, the name and mailing address
of the lessor of such property.

        9.17 Information. All information heretofore or contemporaneously
herewith furnished in writing by the Company or any other Loan Party to the
Administrative Agent or any Lender for purposes of or in connection with
this Agreement and the transactions contemplated hereby is, and all written
information hereafter furnished by or on behalf of the Company or any
Subsidiary to the Administrative Agent or any Lender pursuant hereto or in
connection herewith, taken as a whole, will be, true and accurate in every
material respect on the date as of which such information is dated or
certified, and none of such information is or will be incomplete by
omitting to state any material fact necessary to make such information not
misleading in any material respect in light of the circumstances under
which made as of the dates thereof (it being recognized by the
Administrative Agent and the Lenders that any projections and forecasts
provided by the Company are based on good faith estimates and assumptions
believed by the Company to be reasonable as of the date that the applicable
projections or assumptions were furnished to the Lenders and that actual
results during the period or periods covered by any such projections and
forecasts may differ from projected or forecasted results).

        9.18 Intellectual Property. Except as set forth on Schedule 9.6,
the Company and each Subsidiary owns and possesses or has a license or
other right to use all patents, patent rights, trademarks, trademark
rights, trade names, trade name rights, service marks, service mark rights
and copyrights as are necessary for the conduct of the business of the
Company and its Subsidiaries, without any infringement upon rights of
others which could reasonably be expected to have a Material Adverse
Effect.

        9.19 Burdensome Obligations. Neither the Company nor any Subsidiary
is a party to any agreement or contract or subject to any corporate or
partnership restriction which might reasonably be expected to have a
Material Adverse Effect.

        9.20 Labor Matters. Except as set forth on Schedule 9.20, neither
the Company nor any Domestic Subsidiary is subject to any labor or
collective bargaining agreement. There are no existing or threatened
strikes, lockouts or other labor disputes involving the Company or any
Domestic Subsidiary that singly or in the aggregate could reasonably be
expected to have a Material Adverse Effect. Hours worked by and payment
made to employees of the Company and its Domestic Subsidiaries are not in
violation of the Fair Labor Standards Act or any other applicable law, rule
or regulation dealing with such matters.

        9.21 No Default. No Event of Default or Unmatured Event of Default
exists or would result from the incurrence by the Loan Parties of any Debt
hereunder or under any other Loan Document.

        9.22 Contingent Obligations. Other than any liability incident to
any pending litigation, arbitration or proceedings, neither the Company nor
any Subsidiary has material contingent obligations as of the Closing Date
not provided for or disclosed in the financial statements referred to in
Section 9.4.

        9.23 Foreign Employee Benefit Matters. Each Foreign Employee
Benefit Plan is in compliance in all respects with all laws, regulations
and rules applicable thereto and the respective requirements of the
governing documents for such Plan, except for any non-compliance the
consequences of which, in the aggregate, would not result in a Material
Adverse Effect. The aggregate of the accumulated benefit obligations under
all Foreign Pension Plans does not exceed the current fair market value of
the assets held in the trusts or similar funding vehicles for such Plans or
reasonable reserves have been established in accordance with prudent
business practices or as required by GAAP with respect to any shortfall,
except to the extent that failure to do so would not result in a Material
Adverse Effect. With respect to any Foreign Employee Benefit Plan
maintained or contributed to by the Company or any Subsidiary or any member
of its Controlled Group (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, except to the extent that failure to do so
would not result in a Material Adverse Effect. There are no actions, suits
or claims (other than routine claims for benefits) pending or, to the
knowledge of the Company, threatened against the Company or any Subsidiary
or any ERISA Affiliate with respect to any Foreign Employee Benefit Plan.

        9.24 Capitalization of the Company; Reservation of Shares; Other
Matters Relating to Capital Stock. (a) As of the Closing Date, the
authorized capital stock of the Company consists solely of 30,000,000
shares of common stock, no par value per share ("Common Stock"), and
5,000,000 special shares (the "Special Shares"); of the Special Shares, as
of the Closing Date, 1,700,000 shares of ESOP Convertible Voting Preferred
Stock (the "ESOP Preferred Stock") have been designated and 25,000 shares
of Lender Preferred have been designated. As of the Closing Date, of the
authorized capital stock of the Company (assuming no Warrant is exercised),
4,500,000 shares of Common Stock, 960,000 (including treasury shares)
shares of ESOP Preferred Stock and 10,000 shares of Lender Preferred are
issued and outstanding. All of such outstanding capital stock is validly
issued, fully paid and nonassessable and has been issued in compliance with
all applicable securities laws. As of the Closing Date, except as set forth
on Schedule 9.24 and except for the Warrants, the Lender Preferred and the
ESOP Preferred Stock, there are no existing options, convertible
securities, warrants, calls, pledges, transfer restrictions (except
restrictions imposed by federal and state securities laws), liens, rights
of first offer, rights of first refusal, antidilution provisions or
commitments of any character created by or binding upon the Company or to
which the Company is a party relating to any issued or unissued shares of
capital stock of the Company. As of the Closing Date, and except for the
Warrants, the Lender Preferred and the ESOP Preferred Stock, there are no
preemptive or other preferential rights applicable to the issuance and sale
of equity securities (or securities convertible or exercisable into or
exchangeable for equity securities) of the Company.

        (b) As of the Closing Date, sufficient shares of authorized but
unissued shares of Common Stock have been reserved by appropriate corporate
action in connection with the prospective exercise of the Series A
Warrants. The issuance of the Series A Warrants will not (x) require any
further corporate action by the stockholders or directors of the Company,
(y) be subject to any statutory or contractual preemptive rights of any
present or future stockholders of the Company or (z) conflict with any
provision of any agreement to which the Company is a party or by which the
Company is bound. All shares of Common Stock issuable upon exercise of the
Series A Warrants in accordance with their terms will be validly
authorized, fully paid and nonassessable.

        (c) The offer, sale and issuance to the Lenders of the Lender
Preferred, the Series A Warrants and the shares of Common Stock issuable
upon exercise thereof do not require registration under the Securities Act
of 1933 or any applicable federal or state securities laws.

        SECTION 10    COVENANTS.

        Until the expiration or termination of the Commitments and
thereafter until all obligations of the Borrowers hereunder and under the
other Loan Documents are paid in full and all Letters of Credit have been
terminated, the Borrowers jointly and severally agree that, unless at any
time the Required Lenders shall otherwise expressly consent in writing,
they will:

        10.1 Reports, Certificates and Other Information. Furnish to the
Administrative Agent (with sufficient copies to provide one to each
Lender):

               10.1.1 Annual Report. Promptly when available and in any
event within 90 days after the close of each Fiscal Year: (a) a copy of the
annual audit report of the Company and its Subsidiaries for such Fiscal
Year, including therein consolidated balance sheets and statements of
operations and cash flows of the Company and its Subsidiaries as at the end
of such Fiscal Year, audited by PricewaterhouseCoopers L.L.P. or other
independent auditors of recognized standing selected by the Company and
reasonably acceptable to the Required Lenders, together with a written
statement from such accountants to the effect that in making the
examination necessary for the signing of such annual audit report by such
accountants, nothing came to their attention that caused them to believe
that the Company was not in compliance with any provision of Section 10.6,
10.7 or 10.9 of this Agreement insofar as such provision relates to
accounting matters or, if something has come to their attention that caused
them to believe that the Company was not in compliance with any such
provision, describing such non-compliance in reasonable detail; and (b)
consolidating balance sheets of the Company and its Subsidiaries as of the
end of such Fiscal Year and a consolidating statement of operations and a
consolidated statement of cash flows for the Company and its Subsidiaries
for such Fiscal Year, certified by the Chief Financial Officer, Controller
or Finance Director of the Company.

               10.1.2 Interim Reports. (a) Promptly when available and in
any event within 45 days after the end of each Fiscal Quarter (other than
the last Fiscal Quarter of any Fiscal Year), unaudited consolidated and
consolidating balance sheets of the Company and its Subsidiaries as of the
end of such Fiscal Quarter, together with unaudited consolidated statements
of operations and cash flows for such Fiscal Quarter and for the period
beginning with the first day of such Fiscal Year and ending on the last day
of such Fiscal Quarter, together with a comparison with the corresponding
period of the previous Fiscal Year and a comparison with the Budget for
such period of the current Fiscal Year, certified by the Chief Financial
Officer, Controller or Finance Director of the Company; and (b) promptly
when available and in any event within 30 days after the end of each month
that is not the end of a Fiscal Quarter, within 45 days after the end of
each month that is the end of a Fiscal Quarter (other than the last Fiscal
Quarter of any Fiscal Year), and within 90 days after the end of each month
that is also the last month of a Fiscal Year, unaudited consolidated and
consolidating balance sheets of the Company and its Subsidiaries as of the
end of such month, together with unaudited consolidated and consolidating
statements of operations and an unaudited consolidated statement of cash
flows for such month and for the period beginning with the first day of
such Fiscal Year and ending on the last day of such month, together with a
comparison with the corresponding period of the previous Fiscal Year and a
comparison with the Budget for such period of the current Fiscal Year,
certified by the Chief Financial Officer, Controller or Finance Director of
the Company.

               10.1.3 Compliance Certificates. Contemporaneously with the
furnishing of a copy of each annual audit report pursuant to Section 10.1.1
and each set of quarterly statements pursuant to Section 10.1.2, a duly
completed compliance certificate in the form of Exhibit B (a "Compliance
Certificate"), with appropriate insertions, dated the date of such annual
report or such quarterly statements and signed by the Chief Financial
Officer, Controller or Finance Director of the Company, containing (i) a
computation of each of the financial ratios and restrictions set forth in
Section 10.6 and a statement to the effect that such officer has not become
aware of any Event of Default or Unmatured Event of Default that has
occurred and is continuing or, if there is any such event, describing it
and the steps, if any, being taken to cure it and (ii) a written statement
of the Company's management setting forth a discussion of the Company's
financial condition, changes in financial condition and results of
operations.

               10.1.4 Reports to the SEC and to Shareholders. Promptly upon
the filing or sending thereof, copies of all regular, periodic or special
reports of the Company or any Subsidiary filed with the SEC; copies of all
registration statements of the Company or any Subsidiary filed with the SEC
(other than on Form S-8); and copies of all proxy statements or other
communications made to security holders generally.

               10.1.5 Notice of Default and Litigation. Promptly upon
becoming aware of any of the following, written notice describing the same
and the steps being taken by the Company or the Subsidiary affected thereby
with respect thereto:

               (a) the occurrence of an Event of Default or an Unmatured
Event of Default;

               (b) any litigation, arbitration or governmental
investigation or proceeding not previously disclosed by the Company to the
Lenders which has been instituted or, to the knowledge of the Company, is
threatened against the Company or any Subsidiary or to which any of the
properties of any thereof is subject which might reasonably be expected to
have a Material Adverse Effect;

               (c) any cancellation or material adverse change in any
insurance maintained by the Company or any Domestic Subsidiary; or

               (d) any other event (including (i) any violation of any
environmental law or the assertion of any environmental claim or (ii) the
enactment or effectiveness of any law, rule or regulation) which might
reasonably be expected to have a Material Adverse Effect.

               10.1.6 Borrowing Base Certificates. Within two Business Days
of the end of each week, a Borrowing Base Certificate dated as of the end
of such week and executed by the Chief Financial Officer, Controller or
Finance Director of the Company on behalf of the Company (provided that (i)
the Company may deliver a Borrowing Base Certificate more frequently if it
chooses and (ii) at any time an Event of Default exists, the Administrative
Agent may require the Company to deliver Borrowing Base Certificates more
frequently). It is understood that information included on Borrowing Base
Certificates as to Eligible Inventory and Eligible PP&E will not change on
a weekly basis, but will be updated when the Company closes its books at
the end of each month.

               10.1.7 Projections. (a) As soon as practicable, and in any
event within 30 days after the commencement of each Fiscal Year, financial
projections for the Company and its Subsidiaries for such Fiscal Year
(including an operating budget and a cash flow budget (the "Budget"))
prepared on a month by month basis and otherwise in a manner reasonably
satisfactory to the Administrative Agent, accompanied by a certificate of
the Chief Financial Officer, Controller or Finance Director of the Company
on behalf of the Company to the effect that (i) such projections were
prepared by the Company in good faith, (ii) such projections were based on
good faith estimates and assumptions believed by the Company to be
reasonable at the time when made and (iii) such projections have been
prepared in accordance with such assumptions and estimates.

               (b) Within 30 days of the end of each month, a
reconciliation of the operating results for such month with the Budget for
such month, in form and substance satisfactory to the Administrative Agent.

               10.1.8 Management Reports. Promptly upon receipt thereof,
copies of all detailed financial and management reports submitted to the
Company by independent auditors in connection with each annual audit or
interim review made by such auditors of the books of the Company.

               10.1.9 Cash Flow Forecasts. As soon as practicable and in
any event within five Business Days following the end of each week, (i) a
rolling thirteen week cash flow forecast for the Company and its Domestic
Subsidiaries on a consolidated and consolidating basis in reasonable detail
and (ii) a report in the form of Exhibit C comparing the actual cash flow
of the Company and its Domestic Subsidiaries for such week on a
consolidated and consolidating basis to the cash flow forecast for such
week delivered to the Administrative Agent pursuant to clause (i) of this
Section 10.1.9, together with an explanation in reasonable detail of any
variance and a certification from the Chief Financial Officer, Controller
or Finance Director of the Company as to the accuracy of all actual
receipts and disbursements set forth therein.

               10.1.10 Subordinated Debt Notices. Promptly from time to
time, copies of any notices (including notices of default or acceleration)
received from any holder or trustee of, under or with respect to any
Subordinated Debt.

               10.1.11 No Default Certificate. If the Company has not
submitted either a Borrowing Certificate or a Compliance Certificate for
any period of thirty consecutive days, the Company shall deliver to the
Agent a certificate of the Chief Financial Officer, Controller or Finance
Director of the Company to the effect that such officer has not become
aware of any Event of Default or Unmatured Event of Default that has
occurred and is continuing or, if there is any such event, describing it
and the steps, if any, being taken to cure it.

               10.1.12 Other Information. Promptly from time to time, such
other information concerning the Company and its Subsidiaries as any Lender
or the Administrative Agent may reasonably request.

        10.2 Books, Records and Inspections. Keep, and cause each
Subsidiary to keep, its books and records in accordance with sound business
practices sufficient to allow the preparation of financial statements in
accordance with GAAP; permit, and cause each Subsidiary to permit, any
Lender or the Administrative Agent or any representative thereof to inspect
the properties and operations of the Company or such Subsidiary at
reasonable times and with reasonable notice (or at any time without notice
if an Event of Default exists); and permit, and cause each Subsidiary to
permit, at any reasonable time and with reasonable notice (or at any time
without notice if an Event of Default exists), any Lender or the
Administrative Agent or any representative thereof to visit any or all of
its offices, to discuss its financial matters with its officers and the
independent auditors of the Borrowers (and each Borrower hereby authorizes
such independent auditors to discuss such financial matters with any Lender
or the Administrative Agent or any representative thereof), and to examine
(and, at the expense of the Company or the applicable Subsidiary, photocopy
extracts from) any of its books or other records (provided that any
discussions between any Lender or Agent and the Company's auditors shall be
with the right of a representative of the Company to be in attendance); and
permit, and cause each Subsidiary to permit, at reasonable times and with
reasonable notice (or at any time without notice if an Event of Default
exists) the Administrative Agent and its representatives to inspect the
Inventory and other tangible assets of the Company or such Subsidiary, to
perform appraisals of the property, buildings, furniture, fixtures and
equipment of the Company or such Subsidiary, and to inspect, audit, check
and make copies of and extracts from the books, records, computer data,
computer programs, journals, orders, receipts, correspondence and other
data relating to Inventory, Accounts Receivable, plants, buildings,
furniture, fixtures, equipment and any other collateral. All such
inspections or audits may be made as frequently as the Lenders and the
Agents elect. All such inspections or audits by the Administrative Agent
shall be at the Company's expense.

        10.3 Maintenance of Property; Insurance. (a) Keep, and cause each
Subsidiary to keep, all property useful and necessary in the business of
the Company or such Subsidiary in good working order and condition,
ordinary wear and tear excepted.

               (b) Maintain, and cause each Subsidiary to maintain, with
responsible insurance companies, such insurance as may be required by any
law or governmental regulation or court decree or order applicable to it
and such other insurance, to such extent and against such hazards and
liabilities, and with such deductibles, as is customarily maintained by
companies similarly situated; and, upon request of the Administrative Agent
or any Lender, furnish to the Administrative Agent or such Lender a
certificate setting forth in reasonable detail the nature and extent of all
insurance maintained by the Company and its Subsidiaries. The Company shall
cause each issuer of an insurance policy covering the Company or any
Domestic Subsidiary to provide the Administrative Agent with an endorsement
(i) showing loss payable to the Administrative Agent with respect to each
policy of property or casualty insurance and naming the Administrative
Agent and each Lender as an additional insured with respect to each policy
of insurance for liability for personal injury or property damage, (ii)
providing that 30 days' notice will be given to the Administrative Agent
prior to any cancellation of, material reduction or change in coverage
provided by or other material modification to such policy and (iii)
reasonably acceptable in all other respects to the Administrative Agent.
The Company shall, or shall cause the applicable Domestic Subsidiary to,
execute and deliver to the Administrative Agent a collateral assignment, in
form and substance reasonably satisfactory to the Administrative Agent, of
each business interruption insurance policy maintained by the Company or
any Domestic Subsidiary.

        10.4 Compliance with Laws; Payment of Taxes and Liabilities. (a)
Comply, and cause each Subsidiary to comply, in all material respects with
all applicable laws, rules, regulations, decrees, orders, judgments,
licenses and permits; and (b) pay, and cause each Subsidiary to pay, prior
to delinquency, all taxes and other governmental charges against it or any
of its property, as well as claims of any kind which, if unpaid, might
become a Lien on any of its property; provided that the foregoing shall not
require the Company or any Subsidiary to pay any such tax or charge so long
as it shall contest the validity thereof in good faith by appropriate
proceedings and shall set aside on its books adequate reserves with respect
thereto in accordance with GAAP.

        10.5 Maintenance of Existence, etc. Maintain and preserve, and
(subject to Section 10.10) cause each Material Subsidiary to maintain and
preserve, (a) its existence and good standing in the jurisdiction of its
organization and (b) its qualification to do business and good standing in
each jurisdiction where the nature of its business makes such qualification
necessary (except in those instances in which the failure to be qualified
or in good standing does not have a Material Adverse Effect).

        10.6 Financial Covenants. When used in this Section 10.6, the
designation "TBN" opposite any date means that the covenant level
applicable to such date is to be negotiated in good faith by the Company
and the Required Lenders for such date as promptly as practicable after the
Company has delivered the projections referred to in Section 10.1.7 to the
Lenders with respect to the Fiscal Year containing such date.

               10.6.1 Fixed Charge Coverage Ratio. Not permit the Fixed
Charge Coverage Ratio as of the last day of any Computation Period set
forth below to be less than the applicable ratio set forth below for such
Computation Period:

               COMPUTATION                                       FIXED CHARGE
               PERIOD ENDING                                     COVERAGE RATIO

               February 28, 2001                                 0.30:1.0
               May 31, 2001                                      0.40:1.0
               August 31, 2001                                   0.90:1.0
               November 30, 2001                                 1.20:1.0
               February 28, 2002 through August 31, 2002         TBN
               November 30, 2002                                 0.70:1.0
               February 28, 2003 through August 31, 2003         TBN
               November 30, 2003                                 0.80:1.0
               February 29, 2004 through August 31, 2004         TBN
               November 30, 2004                                 0.80:1.0
               February 28, 2005 through August 31, 2005         TBN
               November 30, 2005 and thereafter                  0.70:1.0.

               10.6.2 Interest Coverage Ratio. Not permit the Interest
Coverage Ratio as of the last day of any Computation Period set forth below
to be less than the applicable ratio set forth below for such Computation
Period:

               COMPUTATION                                       INTEREST
               PERIOD ENDING                                     COVERAGE RATIO

               February 28, 2001                                 1.00:1.0
               May 31, 2001                                      1.30:1.0
               August 31, 2001                                   1.80:1.0
               November 30, 2001                                 2.00:1.0
               February 28, 2002 through August 31, 2002         TBN
               November 30, 2002                                 1.95:1.0
               February 28, 2003 through August 31, 2003         TBN
               November 30, 2003                                 1.75:1.0
               February 29, 2004 through August 31, 2004         TBN
               November 30, 2004                                 1.55:1.0
               February 28, 2005 through August 31, 2005         TBN
               November 30, 2005 and thereafter                  1.35:1.0.

               10.6.3 Senior Debt to EBITDA Ratio. Not permit the Senior
Debt to EBITDA Ratio as of the last day of any Computation Period set forth
below to exceed the applicable ratio set forth below for such Computation
Period:

               COMPUTATION                                     SENIOR DEBT TO
               PERIOD ENDING                                   EBITDA RATIO

               February 28, 2001                               9.30:1.0
               May 31, 2001                                    8.00:1.0
               August 31, 2001                                 6.25:1.0
               November 30, 2001                               6.20:1.0
               February 28, 2002 through August 31, 2002       TBN
               November 30, 2002                               4.25:1.0
               February 28, 2003 through August 31, 2003       TBN
               November 30, 2003                               3.75:1.0
               February 29, 2004 through August 31, 2004       TBN
               November 30, 2004                               3.00:1.0
               February 28, 2005 and thereafter                3.10:1.0.

               10.6.4 Total Debt to EBITDA Ratio. Not permit the Total Debt
to EBITDA Ratio as of the last day of any Computation Period set forth
below to exceed the applicable ratio set forth below for such Computation
Period:

               COMPUTATION                                     TOTAL DEBT TO
               PERIOD ENDING                                   EBITDA RATIO

               February 28, 2001                               10.45:1.0
               May 31, 2001                                    9.00:1.0
               August 31, 2001                                 7.00:1.0
               November 30, 2001                               6.90:1.0
               February 28, 2002 through August 31, 2002       TBN
               November 30, 2002                               4.75:1.0
               February 28, 2003 through August 31, 2003       TBN
               November 30, 2003                               4.20:1.0
               February 29, 2004 through August 31, 2004       TBN
               November 30, 2004                               3.70:1.0
               February 28, 2005 and thereafter                3.60:1.0.

               10.6.5 EBITDA. Not permit EBITDA as of the last day of any
Computation Period set forth below to be less than the applicable amount
set forth below for such Computation Period:

               COMPUTATION
               PERIOD ENDING                                     EBITDA

               November 30, 2000                               $22,000,000
               February 28, 2001                               $28,000,000
               May 31, 2001                                    $33,000,000
               August 31, 2001                                 $42,000,000
               November 30, 2001                               $43,000,000
               February 28, 2002 through August 31, 2002       TBN
               November 30, 2002                               $62,000,000
               February 28, 2003 through August 31, 2003       TBN
               November 30, 2003                               $68,000,000
               February 28, 2004 and thereafter                $73,000,000.

               10.6.6 Capital Expenditures. Not permit the aggregate amount
of all Capital Expenditures made by the Company and its Subsidiaries during
any Fiscal Year set forth below to exceed the amount set forth below across
from such Fiscal Year:

               FISCAL YEAR                                       AMOUNT

               2001                                              $16,780,000
               2002                                              $13,750,000
               2003 and each Fiscal Year thereafter              $10,000,000;

provided, however, that to the extent Capital Expenditures actually made by
the Company and its Subsidiaries in any Fiscal Year are less than the
amount permitted to be made in such Fiscal Year (without giving effect to
any carryforward), the lesser of (x) the amount of the difference and (y)
$5,000,000 may be carried forward and used to make Capital Expenditures in
the next succeeding Fiscal Year; provided, further, however, that in any
Fiscal Year the Company and its Subsidiaries may only use a carryforward to
such Fiscal Year if the entire amount set forth in the table above for such
Fiscal Year has been utilized.

        10.7 Limitations on Debt. Not, and not permit any Subsidiary to,
create, incur, assume or suffer to exist any Debt, except:

               (a) obligations under this Agreement and the other Loan
Documents;

               (b) Debt secured by Liens permitted by Section 10.8(d), and
extensions, renewals and refinancings thereof; provided that the aggregate
amount of all such Debt at any time outstanding shall not exceed
$1,000,000;

               (c) Debt of Subsidiaries to the Company or to a Wholly-Owned
Domestic Subsidiary;

               (d) unsecured Debt of the Company to Domestic Subsidiaries;

               (e) Subordinated Debt;

               (f) Hedging Obligations incurred for bona fide hedging
purposes and not for speculation;

               (g) Debt of Foreign Subsidiaries in a Dollar Amount not to
exceed $50,000,000 at any one time outstanding;

               (h) Debt of Foreign Subsidiaries of the Company to other
Foreign Subsidiaries to the extent permitted by Section 10.20;

               (i) Debt of Subsidiaries to the Company and its Wholly-Owned
Domestic Subsidiaries and Debt of the Company to Wholly-Owned Domestic
Subsidiaries, in each case pursuant to management, tax sharing and other
similar agreements consistent with past practices;

               (j) Suretyship Liabilities of the Company or any Domestic
Subsidiary in connection with the guaranty of any Debt of the Company or
any other Domestic Subsidiary permitted under this Section or other
obligations of the Company or any other Domestic Subsidiary not prohibited
by this Agreement;

               (k) Suretyship Liabilities of any Foreign Subsidiary in
connection with the guaranty of any Debt of any other Foreign Subsidiary
permitted under this Section or other obligations of any other Foreign
Subsidiary not prohibited by this Agreement;

               (l) Debt representing a refinancing of all of the Special
Loans, so long as the covenants, pricing and other terms of such Debt have
been approved in writing by the Required Lenders;

               (m) Debt of the Company to Foreign Subsidiaries to finance
prepayment obligations of the Company arising under Section 6.2.2(a)(i) or
(ii), provided such Debt is subordinated to the Loans and other obligations
of the Company hereunder and all Hedging Obligations of the Company to
Lenders or Affiliates thereof pursuant to terms, and which is governed by
other terms and provisions, that are satisfactory to the Administrative
Agent in its sole discretion; and

               (n) additional Debt of the Company and its Subsidiaries in
an aggregate principal amount not to exceed $1,000,000 at any one time
outstanding.

It is understood that any Debt incurred in a foreign currency pursuant to
clause (g) above shall continue to be permitted under this Section,
notwithstanding any fluctuation in the Dollar Amount of such Debt, as long
as the outstanding principal amount of such Debt (denominated in its
original currency) does not exceed the maximum amount of such Debt
(denominated in such currency) permitted to be outstanding on the date such
Debt was incurred.

        10.8 Liens. Not, and not permit any Subsidiary to, create or permit
to exist any Lien on any of its real or personal properties, assets or
rights of whatsoever nature (whether now owned or hereafter acquired),
except:

               (a) Liens for taxes or other governmental charges (i) not at
the time delinquent or (ii) thereafter payable without penalty or (iii)
being contested in good faith by appropriate proceedings and, in each case,
for which it maintains adequate reserves;

               (b) Liens arising in the ordinary course of business (such
as (i) Liens of carriers, warehousemen, landlords, mechanics and
materialmen and other similar Liens imposed by law and (ii) Liens incurred
and deposits made in connection with worker's compensation, unemployment
compensation and other types of social security (excluding Liens arising
under ERISA) or in connection with leases, surety bonds, bids, performance
bonds and similar obligations) for sums not overdue or being contested in
good faith by appropriate proceedings and not involving any deposits (other
than deposits made in the ordinary course of business to secure surety
bonds, bids, performance bonds or leases not prohibited hereunder, in each
case, in respect of obligations incurred in the ordinary course of
business) or advances or borrowed money or the deferred purchase price of
property or services and, in each case, for which it maintains adequate
reserves;

               (c) Liens existing on the date hereof and listed on Schedule
10.8;

               (d) subject to the limitation set forth in Section 10.7(b),
(i) Liens arising in connection with Capital Leases (and attaching only to
the property being leased), (ii) Liens existing on property at the time of
the acquisition thereof by the Company or any Subsidiary (and not created
in contemplation of such acquisition) and (iii) Liens that constitute
purchase money security interests on any property securing debt incurred
for the purpose of financing all or any part of the cost of acquiring such
property, provided that the related Debt represents not less than 75% nor
more than 100% of the purchase price of the related assets and any such
Lien attaches to such property within 90 days of the acquisition thereof
and attaches solely to the property so acquired;

               (e) attachments, appeal bonds, judgments and other similar
Liens, for sums not exceeding $1,000,000 in the aggregate arising in
connection with court proceedings, provided the execution or other
enforcement of such Liens is effectively stayed and the claims secured
thereby are being actively contested in good faith and by appropriate
proceedings;

               (f) easements, rights of way, restrictions, minor defects or
irregularities in title and other similar Liens not interfering in any
material respect with the ordinary conduct of the business of the Company
or any Subsidiary;

               (g) Liens in favor of the Administrative Agent and the
Lenders securing the obligations under the Loan Documents;

               (h) Liens on the assets of Foreign Subsidiaries created
through the sale, assignment or discounting of "traites" or trade
receivables or invoices;

               (i) Liens on the assets of Foreign Subsidiaries securing
Debt and other obligations permitted to be incurred by such Foreign
Subsidiaries under the terms hereof in an aggregate principal amount not to
exceed $15,000,000 outstanding at any time; and

               (j) Liens not otherwise permitted by this Section so long as
neither (i) the aggregate outstanding principal amount of obligations
secured thereby nor (ii) the aggregate fair market value (determined as of
the date such Lien is incurred) of the assets subject thereto exceeds
$500,000 at any one time.

        10.9 Restricted Payments. Not, and not permit any Subsidiary to,
(a) make any distribution on its Capital Stock to any of its shareholders,
(b) purchase or redeem any of its Capital Stock, (c) pay any management
fees or similar fees to any of its shareholders or any Affiliate thereof
(other than reasonable compensation paid to directors that are designees of
shareholders), (d) make any redemption, prepayment, defeasance or
repurchase of any Subordinated Debt or (e) set aside funds for any of the
foregoing. Notwithstanding the foregoing, (i) any Subsidiary may (A) pay
dividends or management or similar fees or make other distributions to the
Company or to a Wholly-Owned Domestic Subsidiary and (B) purchase or redeem
its Capital Stock from a Wholly-Owned Domestic Subsidiary, (ii) the Company
may purchase or redeem shares of ESOP Preferred Stock issued to its
employees under the ESOP in connection with the termination of such
employee's employment with the Company or its Subsidiaries for
consideration not in excess of $25.00 per share and may pay dividends on
the ESOP Preferred Stock to fulfill the Company's obligations in connection
with its agreements with the ESOP, (iii) any Wholly-Owned Foreign
Subsidiary may (A) pay dividends or management or similar fees or make
other distributions to the Company or a Wholly-Owned Foreign Subsidiary and
(B) purchase or redeem its Capital Stock from the Company or a Wholly-Owned
Foreign Subsidiary, (iv) the Company may make dividend payments on the
Lender Preferred in accordance with the Restated Charter, (v) the Company
may redeem the Lender Preferred upon payment in full of the Special Loans
in accordance with the Restated Charter and (vi) the Company may make
payments of management fees and similar fees to Tokheim Services LLC
consistent with past practice.

        10.10 Mergers, Consolidations, Sales. Not, and not permit any
Subsidiary to, be a party to any merger or consolidation, or purchase or
otherwise acquire all or substantially all of the assets or any stock of
any class of, or any partnership, membership or joint venture interest in,
any other Person, or, except in the ordinary course of its business, sell,
transfer, convey or lease all or any substantial part of its assets, or
sell or assign with or without recourse any receivables, except for (a) any
such merger, consolidation, sale, transfer, conveyance, lease or assignment
of or by (i) any Wholly-Owned Subsidiary into, with or to the Company or
any Wholly-Owned Domestic Subsidiary (provided that (x) no Foreign
Subsidiary may merge into or with the Company or any Domestic Subsidiary
and (y) in the case of the merger of any Subsidiary with the Company, the
Company shall be the surviving corporation) or (ii) any Wholly-Owned
Foreign Subsidiary into, with or to any other Wholly-Owned Foreign
Subsidiary; (b) any such purchase or other acquisition by (i) the Company
or any Wholly-Owned Domestic Subsidiary of the assets or stock of any
Wholly-Owned Subsidiary or (ii) any Wholly-Owned Foreign Subsidiary of the
assets or stock of any Wholly-Owned Foreign Subsidiary; (c) dispositions of
assets in the ordinary course of business; (d) dispositions of property
that is substantially worn, damaged or obsolete; (e) sales, assignments or
discounting by Foreign Subsidiaries of "traites" (within the meaning of
French law) or similar post-dated checks or trade receivables or invoices
without recourse in the ordinary course of business; (f) any other Asset
Sale (including the stock of any Subsidiary) so long as (i) at least 85% of
the proceeds of such Asset Sale are in cash, (ii) the Net Cash Proceeds
thereof are applied as provided in Section 6.2.2 and (iii) the
consideration received at the time of such Asset Sale is at least equal to
the fair market value of the assets sold or otherwise disposed of (as
determined by the Company acting in good faith); and (g) purchases and
acquisitions of Investments permitted by Section 10.20; provided that (i)
no action otherwise permitted by clause (f) above shall be permitted at any
time if an Event of Default or Unmatured Event of Default exists or would
result therefrom and (ii) if any Asset Sale permitted by clause (f) above
involves aggregate payments or value in excess of $3,000,000, the Board of
Directors of the Company, acting in good faith, shall have made the
determination referred to in clause (f)(iii) above.

        10.11 Modification of Organizational Documents. Not permit the
Certificate or Articles of Incorporation, By-Laws or other organizational
documents of the Company or any Subsidiary to be amended or modified in any
way which might reasonably be expected to materially adversely affect the
interests of the Lenders.

        10.12 Use of Proceeds. Use the proceeds of the Loans, and the
Letters of Credit, solely for general corporate purposes; and not use or
permit any proceeds of any Loan to be used either directly or indirectly
for the purpose, whether immediate, incidental or ultimate, of "purchasing
or carrying" any Margin Stock.

        10.13 Further Assurances. (a) Take, execute and deliver, and cause
each Subsidiary to take, execute and deliver, any and all such further
acts, deeds, conveyances, security agreement, mortgages, assignments,
estoppel certificates, financing statements and continuations thereof,
termination statements, notices of assignment, transfers, certificates,
assurances and other instruments as the Administrative Agent or the
Majority Lenders, as the case may be, may reasonably request from time to
time in order (1) to ensure that (i) the obligations of the Loan Parties
hereunder and under the other Loan Documents are secured by substantially
all assets of the Company (provided that the pledge of the capital stock of
a Foreign Subsidiary shall be limited to 65% of the outstanding capital
stock of such Subsidiary to the extent necessary to avoid material adverse
tax consequences to the Company) and guaranteed by all Domestic
Subsidiaries (including, promptly upon the acquisition or creation thereof,
any Domestic Subsidiary created or acquired after the date hereof) and (ii)
the obligations of the Loan Parties under the Loan Documents are secured by
substantially all of the assets of each Domestic Subsidiary (provided that
the pledge of the capital stock of a Foreign Subsidiary shall be limited to
65% of the outstanding capital stock of such Subsidiary to the extent
necessary to avoid material adverse tax consequences to the Company), (2)
to perfect and maintain the validity, effectiveness and priority of the
Liens intended to be created under the Collateral Documents and (3) to
better assure, convey, grant, assign, transfer, preserve, protect and
confirm to the Agent and the Lenders the rights granted or now or hereafter
intended to be granted to the Agent and the Lenders under any Loan Document
or under any other document executed in connection therewith.

        (b) (i) Use commercially reasonable efforts to obtain, as soon as
practicable after the Closing Date, (x) the consent of the landlord (and,
if applicable, overlandlord) of the real property to be subleased by MSI in
Highlands, Colorado (currently under negotiation) (the "Colorado Property")
to the granting of a Mortgage in favor of the Administrative Agent, for the
benefit of the Lenders, on such property and (y) an accurate and complete
legal description for the Colorado Property; (ii) use commercially
reasonable efforts to cause, as soon as practicable after the Closing Date,
a memorandum of sublease with respect to the Colorado Property, duly
executed by the landlord thereof and acknowledged (and, if applicable, a
memorandum of lease duly executed by the overlandlord thereof and
acknowledged) to be filed in the appropriate real estate records; (iii)
provided that the consent and legal description described in clauses (i)
and (ii) are obtained, provide to the Administrative Agent, with respect to
the Colorado Property, not later than the later of 45 days after the
Closing Date or 20 days after the date on which the landlord (and, if
applicable, overlandlord) of the Colorado Property provides the above-
described consent (1) a duly executed Mortgage providing for a title
insured Lien (subject only to such matters as the Administrative Agent
shall reasonably agree), in favor of the Administrative Agent for the
benefit of the Lenders, in all right, title and interest of MSI in the
Colorado Property, (2) an ALTA Loan Title Insurance Policy, issued by an
insurer acceptable to the Administrative Agent, insuring the Administrative
Agent's Lien on such real property and containing such endorsements as the
Administrative Agent may reasonably require (it being understood that the
amount of coverage, exceptions to coverage and status of title set forth in
such policy shall be reasonably acceptable to the Administrative Agent),
(3) copies of all documents of record concerning such real property as
shown on the commitment for the ALTA Loan Title Insurance Policy referred
to in clause (iii)(2) above, (4) original or certified copies of all
insurance policies required to be maintained with respect to such real
property by this Agreement, such Mortgage or any other Loan Document and
(5) a flood insurance policy concerning the Colorado Property, reasonably
satisfactory to the Administrative Agent, if required by the Flood Disaster
Protection Act of 1973; and (iv) provide to the Administrative Agent,
within 30 days after the Closing Date, with respect to the Company's owned
unimproved real property depicted as Tract B and a portion of Tract A on
that certain Boundary Description dated May 12, 1997, and last revised June
9, 1997, prepared by Mark L. Strong, Registered Land Surveyor of the State
of Indiana, located at 10501 Corporate Drive, Fort Wayne, Indiana (the
"Unimproved Indiana Property") (1) an ALTA Loan Title Insurance Policy,
issued by an insurer acceptable to the Administrative Agent, insuring the
Administrative Agent's Lien on such property and containing such
endorsements as the Administrative Agent may reasonably require (it being
understood that the amount of coverage, exceptions to coverage and status
of title set forth in such policy shall be reasonably acceptable to the
Administrative Agent) and (2) copies of all documents of record concerning
such real property as shown on the commitment for the ALTA Loan Title
Insurance Policy referred to above.

        10.14 Transactions with Affiliates. Not, and not permit any
Subsidiary to, enter into, or cause, suffer or permit to exist any
transaction, arrangement or contract with any of its Affiliates (other than
the Company and its Subsidiaries) which is on terms that are less favorable
than are obtainable from any Person which is not one of its Affiliates;
provided that the foregoing shall not prohibit payments pursuant to
director, officer and employee compensation arrangements that are on fair
and reasonable terms.

        10.15 ERISA and Foreign Employee Benefit Compliance.

               (a) Deliver or cause to be delivered to the Administrative
Agent, at the Company's expense, the following information and notices as
soon as reasonably possible, and in any event:

               (i) within ten Business Days after the Company or any ERISA
        Affiliate knows or has reason to know that a Termination Event has
        occurred, a written statement of the chief financial officer of the
        Company describing such Termination Event and the action, if any,
        which the Company or any ERISA Affiliate 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 Business Days after the Company or any ERISA
        Affiliate knows or has reason to know that a non-exempt prohibited
        transaction (defined in Sections 406 of ERISA and 4975 of the Code)
        with respect to any Plan has occurred, a statement of the chief
        financial officer of the Company describing such transaction and
        the action which the Company or any ERISA Affiliate has taken, is
        taking or proposes to take with respect thereto;

               (iii) within ten Business Days after the request by the
        Administrative Agent or the Required Lenders therefor, copies of
        each annual report (Form 5500 Series), including Schedule B
        thereto, filed with respect to each Benefit Plan;

               (iv) within ten Business Days after request therefor by the
        Administrative Agent or the Required Lenders, copies of each
        actuarial report for any Benefit Plan or Multiemployer Plan and
        each annual report for any Multiemployer Plan;

               (v) within ten Business Days after the filing thereof with
        the IRS, a copy of each funding waiver request filed with respect
        to any Benefit Plan and all communications received by the Company
        or any ERISA Affiliate with respect to such request;

               (vi) within ten Business Days after the occurrence thereof,
        notification of any material increase in the benefits of any
        existing Plan or the establishment of any new Plan or the
        commencement of contributions to any Plan to which the Company or
        any ERISA Affiliate was not previously contributing;

               (vii) within ten Business Days after receipt by the Company
        or any ERISA Affiliate of written notice of the PBGC's intention to
        terminate a Benefit Plan or to have a trustee appointed to
        administer a Benefit Plan, copies of each such notice;

               (viii) within ten Business Days after receipt by the Company
        or any ERISA Affiliate of any unfavorable determination letter from
        the IRS regarding the qualification of a Plan under Section 401(a)
        of the Code, copies of each such letter;

               (ix) within ten Business Days after receipt by the Company
        or any ERISA Affiliate of a notice from a Multiemployer Plan
        regarding the imposition of withdrawal liability, copies of each
        such notice;

               (x) within ten Business Days after the Company or any ERISA
        Affiliate fails to make a required installment or any other
        required payment under Section 412 of the Code on or before the due
        date for such installment or payment, a notification of such
        failure;

               (xi) within ten Business Days after the Company or any ERISA
        Affiliate knows or has reason to know (1) a Multiemployer Plan has
        been terminated, (2) the administrator or plan sponsor of a
        Multiemployer Plan intends to terminate a Multiemployer Plan or (3)
        the PBGC has instituted or will institute proceedings under Section
        4042 of ERISA to terminate a Multiemployer Plan; and

               (xii) within ten Business Days after receipt by the Company
        of a written notice from the Administrative Agent or the Required
        Lenders, copies of any Foreign Employee Benefit Plan and related
        documents, reports and correspondence as requested by the Lenders
        in such notice.

               (b) Establish, maintain and operate, and cause each of its
Subsidiaries and ERISA Affiliates to establish, maintain and operate, all
Plans in compliance in all material respects with the provisions of ERISA,
the Code, all other applicable laws, and the regulations and
interpretations thereunder and the respective requirements of the governing
documents for such Plans.

               (c) Establish, maintain and operate, and cause each of its
Subsidiaries and ERISA Affiliates to establish, maintain and operate, all
Foreign Employee Benefit Plans in compliance in all material respects with
all laws, regulations and rules applicable thereto and the respective
requirements of the governing documents for such Plans, except for failures
to comply which, in the aggregate, would not result in a material
obligation to pay money.

        10.16 Environmental Matters. If any release or disposal of any
hazardous waste, as defined by 42 U.S.C. ss.6903(5), any hazardous
substance as defined by 42 U.S.C. ss.9601(14), any pollutant or contaminant
as defined by 42 U.S.C. ss.9601(33) or any toxic substance, oil or
hazardous material or other chemical or substance regulated by any
Environmental Law (all of the foregoing, "Hazardous Substances") shall
occur or shall have occurred on any real property or any other assets of
the Company or any Subsidiary, the Company shall, or shall cause the
applicable Subsidiary to, cause the prompt containment and removal of such
Hazardous Substances and the remediation of such real property or other
assets as necessary to comply in all material respects with all
Environmental Laws and to preserve the value of such real property or other
assets. Without limiting the generality of the foregoing, the Company
shall, and shall cause each Subsidiary to, comply in all material respects
with any valid Federal or state judicial or administrative order requiring
the performance at any real property of the Company or any Subsidiary of
activities in response to the release or threatened release of a Hazardous
Substance.

        10.17 Unconditional Purchase Obligations. Not, and not permit any
Subsidiary to, enter into or be a party to any material contract for the
purchase of materials, supplies or other property or services if such
contract requires that payment be made by it regardless of whether delivery
is ever made of such materials, supplies or other property or services.

        10.18 Inconsistent Agreements; Subsidiary Support. Not, and not
permit any Subsidiary to, enter into any agreement containing any provision
which would (a) be violated or breached by any borrowing by the Company
hereunder or by the performance by the Company or any Subsidiary of any of
its obligations hereunder or under any other Loan Document, (b) prohibit
the Company or any Subsidiary from granting to the Administrative Agent,
for the benefit of the Lenders, a Lien on any of its assets or (c) except
for the restrictions contained herein, create or permit to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary
to (i) pay dividends or make other distributions to the Company or any
other applicable Subsidiary, or pay any Debt owed to the Company or any
other Subsidiary, (ii) make loans or advances to the Company or (iii)
transfer any of its assets or properties to the Company, except in the
cases of clauses (b) and (c)(iii) for customary non-assignment provisions
in leases and restrictions contained in agreements governing purchase money
Liens or Capital Leases (in which case, any prohibition shall only be
effective against the assets financed thereby); so long as not prohibited
by law, the Company and each Subsidiary shall cause each of their
Subsidiaries to make cash payments, directly or indirectly, to the Company
by way of dividends, advances, repayments of loans or advances, or other
returns on investments, or by way of any other arrangement such that the
Company shall have the ability to satisfy all interest and principal
payments, including, without limitation, mandatory prepayments, required
under the terms of this Agreement and each other Loan Document.

        10.19 Business Activities. Not, and not permit any Subsidiary to,
engage in any line of business other than the businesses engaged in on the
date hereof and businesses reasonably related thereto.

        10.20 Investments. Not, and not permit any Subsidiary to, make or
permit to exist any Investment in any other Person, except (without
duplication) the following:

               (a) contributions by the Company to the capital of any of
its Wholly-Owned Domestic Subsidiaries, or by any such Subsidiary to the
capital of any Wholly-Owned Domestic Subsidiary;

               (b) in the ordinary course of business, Investments by the
Company in any Domestic Subsidiary or by any Subsidiary in the Company or
in any Wholly-Owned Domestic Subsidiary, by way of intercompany loans,
advances or guaranties, all to the extent permitted by Section 10.7;

               (c) Suretyship Liabilities permitted by Section 10.7(j) or
(k);

               (d) Cash Equivalent Investments;

               (e) bank deposits in the ordinary course of business;

               (f) Investments in securities of account debtors received
pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such account debtors;

               (g) Investments existing on the date hereof and listed on
Schedule 10.20;

               (h) Investments by Foreign Subsidiaries in the Company;

               (i) Investments by Foreign Subsidiaries in other Foreign
Subsidiaries in order to effect cash management in the ordinary course of
business;

               (j) Investments by Foreign Subsidiaries in other Foreign
Subsidiaries in an aggregate amount not to exceed $2,000,000 at any time;

               (k) Investments received in connection with the sale or
other disposition of assets, to the extent such sale or other disposition
is permitted hereunder;

               (l) Investments by the Company and Domestic Subsidiaries in
Foreign Subsidiaries in an aggregate amount not to exceed $5,000,000 at any
time, provided that (i) all such Investments shall be in the form of Debt
and evidenced by notes which shall be pledged to the Administrative Agent
for the benefit of the Lenders and (ii) no such Investment shall be
outstanding for a period in excess of 90 days;

               (m) a note from the Trust to the Company in a principal
amount equal to the amount of Debt assumed by the Company pursuant to
Section 14.20;

               (n) purchases of the stock of Wholly-Owned Foreign
Subsidiaries by other Wholly-Owned Foreign Subsidiaries to the extent
permitted by Section 10.10(a) and (b);

               (o) Investments in Foreign Subsidiaries arising as a result
of the forgiveness of Debt owed by such Foreign Subsidiaries to the Company
and its Subsidiaries in an aggregate amount of principal and interest not
to exceed the minimum amount of such Debt required to be forgiven in order
to maintain such Foreign Subsidiary in existence and good standing under
the laws of such Foreign Subsidiary's jurisdiction of organization,
provided that (i) the aggregate principal amount of Debt so forgiven owing
to the Company and its Domestic Subsidiaries shall not exceed $128,100,000
and the aggregate amount of accrued interest so forgiven on Debt owing from
Foreign Subsidiaries to the Company and its Domestic Subsidiaries shall not
exceed $18,600,000 and (ii) the aggregate principal amount of Debt so
forgiven owing to Foreign Subsidiaries shall not exceed $38,900,000 and the
aggregate amount of accrued interest so forgiven on Debt owing from Foreign
Subsidiaries to other Foreign Subsidiaries shall not exceed $4,300,000; and

               (p) other Investments approved in writing by the Required
Lenders;

provided that (x) any Investment which when made complies with the
requirements of the definition of the term "Cash Equivalent Investment" may
continue to be held notwithstanding that such Investment if made thereafter
would not comply with such requirements; and (y) no Investment otherwise
permitted by clause (b) or (c) shall be permitted to be made if,
immediately before or after giving effect thereto, any Event of Default or
Unmatured Event of Default exists, other than, in the case of clause (b),
Investments in order to effect cash management in the ordinary course of
business consistent with past practice.

        10.21 Restriction of Amendments to ESOP and Related Documents. Not
amend or otherwise modify, or waive any rights under, the ESOP or any
agreements between the Company and the ESOP such as to increase in any
manner the Company's obligations to redeem ESOP Preferred Stock or to pay
dividends on the ESOP Preferred Stock under the ESOP from such obligations
in effect on the date hereof.

        10.22 Fiscal Year. Not change its Fiscal Year.

        10.23 Prepayments, etc. of Debt. (a) Not, and not permit any
Subsidiary to, prepay, redeem, purchase, defease or otherwise satisfy prior
to the scheduled maturity thereof in any manner, or make any payment in
violation of any subordination terms of, any Subordinated Debt (other than
the Loans and the other obligations under the Loan Documents).

               (b) Not, and not permit any Subsidiary to, amend, modify or
change in any manner any term or condition of any lease so that the terms
and conditions thereof are less favorable to the Administrative Agent and
the Lenders than the terms of such leases as of the Closing Date.

               (c) Not, and not permit any Subsidiary to, apply or elect to
apply or direct any taxing authority to apply to future tax obligations of
the Company or any Subsidiary any particular tax refund due to any such
Person of $200,000 or more.

        SECTION 11 EFFECTIVENESS; CONDITIONS OF LENDING, ETC.

        The effectiveness of this Agreement and the obligation of each
Lender to make its Loans and of the Issuing Lender to issue Letters of
Credit is subject to the following conditions precedent:

        11.1 Initial Credit Extension. The effectiveness of this Agreement
and the obligation of the Lenders to make the initial Loans and the
obligation of the Issuing Lender to issue its initial Letter of Credit
(whichever first occurs) is, in addition to the conditions precedent
specified in Sections 11.2 and 11.3, subject to the conditions precedent
that (a) the Administrative Agent shall have received evidence satisfactory
to it that the Confirmation Order has been entered by the Bankruptcy Court
and the Confirmation Order shall be in full force and effect and shall not
have been vacated, stayed, reversed, modified or amended, (b) all
conditions precedent to the Effective Date (under and as defined in the
Plan of Reorganization) set forth in Sections 9.2(e), (f) and (g) of the
Plan of Reorganization, other than conditions expressly waived by the
Majority Lenders in writing, shall have been satisfied and the
Administrative Agent shall have received a certificate from the chief
financial officer of the Company certifying as to the satisfaction of such
conditions and (c) the Administrative Agent shall have received all of the
following, each duly executed and dated the Closing Date (or such earlier
date as shall be satisfactory to the Administrative Agent), in form and
substance satisfactory to the Administrative Agent (and the date on which
all such conditions precedent have been satisfied or waived in writing by
the Administrative Agent and the Majority Lenders is called the "Closing
Date"):

               11.1.1 Notes.  The Notes.

               11.1.2 Resolutions. Certified copies of resolutions of the
Board of Directors of the Company authorizing the execution, delivery and
performance by the Company of this Agreement, the Notes and the other Loan
Documents to which the Company is a party; and certified copies of
resolutions of the Board of Directors of each other Loan Party authorizing
the execution, delivery and performance by such Loan Party of each Loan
Document to which such entity is a party.

               11.1.3 Incumbency and Signature Certificates. A certificate
of the Secretary or an Assistant Secretary (or other appropriate
representative) of each Loan Party certifying the names of the officer or
officers or manager or managers of such entity authorized to sign the Loan
Documents to which such entity is a party, together with a sample of the
true signature of each such officer or manager (it being understood that
the Administrative Agent and each Lender may conclusively rely on each such
certificate until formally advised by a like certificate of any changes
therein).

               11.1.4 Guaranty. A counterpart of the Guaranty executed by
each Domestic Subsidiary of the Company.

               11.1.5 Security Agreement. A counterpart of the Security
Agreement executed by the Company and each Domestic Subsidiary.

               11.1.6 Pledge Agreement. A counterpart of the Pledge
Agreement executed by the Company and each Domestic Subsidiary that owns an
equity interest in any other Subsidiary, together with all items required
to be delivered in connection therewith.

               11.1.7 Real Estate Documents. With respect to each parcel of
real property owned by the Company or any Domestic Subsidiary set forth on
Schedule 11.1.7, a duly executed Mortgage providing for a fully perfected
Lien, in favor of the Administrative Agent, in all right, title and
interest of the Company or such Domestic Subsidiary in such real property,
together with:

               (a) other than with respect to the Unimproved Indiana
Property, an ALTA Loan Title Insurance Policy (or a marked-up title
commitment in respect thereof), issued by an insurer acceptable to the
Administrative Agent, insuring the Administrative Agent's Lien on such real
property and containing such endorsements as the Administrative Agent may
reasonably require (it being understood that the amount of coverage,
exceptions to coverage and status of title set forth in such policy shall
be reasonably acceptable to the Administrative Agent);

               (b) other than with respect to the Unimproved Indiana
Property, copies of all documents of record concerning such real property
as shown on the commitment for the ALTA Loan Title Insurance Policy
referred to above;

               (c) original or certified copies of all insurance policies
required to be maintained with respect to such real property by this
Agreement, the applicable Mortgage or any other Loan Document;

               (d) an existing survey dated within the past five years
meeting such standards as the Administrative Agent may reasonably establish
and otherwise reasonably satisfactory to the Administrative Agent; and

               (e) a flood insurance policy concerning such real property,
reasonably satisfactory to the Administrative Agent, if required by the
Flood Disaster Protection Act of 1973.

               11.1.8 Opinions of Counsel. The opinions of (i) Skadden Arps
Slate Meagher & Flom (Illinois), special counsel to the Loan Parties,
substantially in the form of Exhibit F-1, (ii) Ice Miller Donadio & Ryan,
special Indiana counsel to the Loan Parties, substantially in the form of
Exhibit F-2, and (iii) Norman L. Roelke, general counsel to the Loan
Parties, substantially in the form of Exhibit F-3.

               11.1.9 Restated Charter; Lender Preferred; Board Designees.
(i) Evidence satisfactory to the Administrative Agent that the Restated
Charter shall have been filed in the office of the Indiana Secretary of
State, shall be in full force and effect under the laws of the State of
Indiana as of the Closing Date, and that the Restated Charter shall not
have been amended or modified, (ii) stock certificates in the name of each
Lender representing the number of shares of Lender Preferred set forth
across from such Lender's name on Schedule 2.1 and (iii) evidence
satisfactory to the Administrative Agent that all action shall have been
taken as is necessary such that, on Plan Effectiveness, two members of the
board of directors of the Company shall have been designated by the holders
of Existing Secured Lender Claims in accordance with Section 4.3(b) of the
Plan of Reorganization, and such members shall have been appointed to such
board.

               11.1.10 Series A Warrant Agreement. The Series A Warrant
Agreement executed by the Company and each Lender.

               11.1.11 Warrant Certificates. A Warrant Certificate in the
name of each Lender representing the right to purchase the number of shares
of the Company's Common Stock set forth across from such Lender's name on
Schedule 2.1.

               11.1.12 Registration Rights Agreement. The Registration
Rights Agreement executed by the Company, each Lender and each other party
thereto.

               11.1.13 Insurance. Evidence satisfactory to the
Administrative Agent of the existence of insurance required to be
maintained pursuant to Section 10.3(b), together with evidence that the
Administrative Agent has been named as a lender's loss payee and that the
Administrative Agent and each Lender have been named as additional insureds
on all related insurance policies.

               11.1.14 [Intentionally Left Blank.]

               11.1.15 Filings, Registrations and Recordings. The
Administrative Agent shall have received each document (including Uniform
Commercial Code financing statements) required by the Collateral Documents
or under law or reasonably requested by the Administrative Agent to be
filed, registered or recorded in order to create in favor of the
Administrative Agent, for the benefit of the Lenders, a perfected Lien on
the collateral described therein, prior and superior to any other Person
(other than with respect to Liens permitted by Section 10.8), in proper
form for filing, registration or recording.

               11.1.16 Closing Certificate. A certificate signed by a Vice
President of the Company dated as of the Closing Date, affirming the
matters set forth in Section 11.2.1 as of the Closing Date.

               11.1.17 Borrowing Base Certificate. A Borrowing Base
Certificate dated as of the Closing Date.

               11.1.18 Charter and Bylaws. With respect to each Loan Party,
(i) the articles or certificate of incorporation of each such Loan Party
that is a corporation or the certificate of formation of each such Loan
Party that is a limited liability company, certified by the Secretary of
State of the jurisdiction of organization of such Loan Party as of a recent
date (and including copies of any amendments thereto to be filed on the
Closing Date certified by the Secretary of such Loan Party) and (ii) the
bylaws of each such Loan Party that is a corporation or the operating
agreement of each such Loan Party that is a limited liability company, in
each case as in effect on the Closing Date, certified by the Secretary of
such Loan Party (if such Loan Party is a corporation) or by another Person
acceptable to the Administrative Agent.

               11.1.19 Plan Documents. True, correct and complete copies of
the following documents, each certified by the Secretary of the Company:
(i) the Series B Warrant Agreement; (ii) the Series C Warrant Agreement;
and (iii) the Management Option Agreement (as defined in the Plan of
Reorganization).

               11.1.20 Other. Such other documents as the Administrative
Agent or any Lender may reasonably request.

        11.2 Conditions. The obligation (a) of each Lender to make each
Loan and (b) of the Issuing Lender to issue each Letter of Credit is
subject to the following further conditions precedent that:

               11.2.1 Compliance with Warranties, No Default, etc. Both
before and after giving effect to any borrowing and the issuance of any
Letter of Credit, the following statements shall be true and correct:

               (a) the representations and warranties of the Company and
each Subsidiary set forth in this Agreement and the other Loan Documents
shall be true and correct in all material respects with the same effect as
if then made (except to the extent stated to relate to a specific earlier
date, in which case such representations and warranties shall be true and
correct as of such earlier date); and

               (b) no Event of Default or Unmatured Event of Default shall
have then occurred and be continuing.

               11.2.2 Borrowing Certificate. The Administrative Agent shall
have received (in sufficient counterparts to provide one to each Lender) a
Borrowing Certificate dated the date of such requested Loan or Letter of
Credit and signed by a duly authorized representative of the applicable
Borrower as to the matters set out in Section 11.2.1 (it being understood
that each request by any Borrower for the making of a Loan or the issuance
of a Letter of Credit shall be deemed to constitute a warranty by the
Company that the conditions precedent set forth in Section 11.2.1 will be
satisfied at the time of the making of such Loan or the issuance of such
Letter of Credit).

        11.3 Condition to Effectiveness. This Agreement shall be effective
as of the date hereof provided that, no later than October 25, 2000, the
Agent shall have received evidence, in form and substance reasonably
satisfactory to it, of payment by the Company of all accrued and unpaid
fees, costs and expenses to the extent then due and payable on the Closing
Date, together with all Attorney Costs of the Agents to the extent invoiced
prior to the Closing Date, plus such additional amounts of Attorney Costs
as shall constitute the Agents' reasonable estimate of Attorney Costs
incurred or to be incurred by the Agents through the closing proceedings
(provided that such estimate shall not thereafter preclude final settling
of accounts between the Company and the Agents).

        SECTION 12     EVENTS OF DEFAULT AND THEIR EFFECT.

        12.1 Events of Default. Each of the following shall constitute an
Event of Default under this Agreement:

               12.1.1 Non-Payment of the Loans, etc. Default in the payment
when due of the principal of any Loan; or default, and continuance thereof
for five days, in the payment when due of any interest, premium, fee,
reimbursement obligation with respect to any Letter of Credit or other
amount payable by any Borrower hereunder or under any other Loan Document.

               12.1.2 Non-Payment of Other Debt. Any default shall occur
under the terms applicable to any Debt of the Company or any Subsidiary in
an aggregate amount (for all such Debt so affected) exceeding $1,000,000
(or the Dollar Amount of such Debt if denominated in a currency other than
Dollars) and such default shall (a) consist of the failure to pay such Debt
when due, whether by acceleration or otherwise, or (b) accelerate the
maturity of such Debt or permit the holder or holders thereof, or any
trustee or agent for such holder or holders, to cause such Debt to become
due and payable prior to its expressed maturity; or any Debt of the Company
or any Subsidiary in an aggregate amount (for all Debt so affected)
exceeding $1,000,000 (or the Dollar Amount of such Debt if denominated in a
currency other than Dollars) shall be required to be prepaid, redeemed,
repurchased or defeased or an offer to prepay, redeem, repurchase or
defease such Debt shall be required to be made, in each case prior to the
stated maturity thereof.

               12.1.3 Other Material Obligations. Default in the payment
when due, or in the performance or observance of, any material obligation
of, or condition agreed to by, the Company or any Subsidiary with respect
to any material purchase or lease of goods or services where such default,
singly or in the aggregate with all other such defaults, could reasonably
be expected to have a Material Adverse Effect.

               12.1.4 Bankruptcy, Insolvency, etc. The Company or any
Subsidiary becomes insolvent or generally fails to pay, or admits in
writing its inability or refusal to pay, debts as they become due; or the
Company or any Subsidiary applies for, consents to, or acquiesces in the
appointment of a trustee, receiver or other custodian for the Company or
such Subsidiary or any property thereof, or makes a general assignment for
the benefit of creditors; or, in the absence of such application, consent
or acquiescence, a trustee, receiver or other custodian is appointed for
the Company or any Subsidiary or for a substantial part of the property of
any thereof and is not discharged within 60 days; or any bankruptcy,
reorganization, debt arrangement, or other case or proceeding under any
bankruptcy or insolvency law, or any dissolution or liquidation proceeding
(other than voluntary dissolutions of Subsidiaries that are not Material
Subsidiaries and with the understanding that transactions permitted by
Section 10.10 shall not constitute an Event of Default under this Section
12.1.4), is commenced in respect of the Company or any Subsidiary, and if
such case or proceeding is not commenced by the Company or such Subsidiary,
it is consented to or acquiesced in by the Company or such Subsidiary, or
remains for 30 days undismissed; or the Company or any Subsidiary takes any
action to authorize, or in furtherance of, any of the foregoing.

               12.1.5 Non-Compliance with Loan Documents. (a) Failure by
the Company or any other Loan Party to comply with or to perform any
covenant set forth in Sections 10.1.5(a), 10.5 through 10.14, 10.19 through
10.21 and 10.23; or (b) failure by the Company or any other Loan Party to
comply with or to perform any other provision of this Agreement or any
other Loan Document (and not constituting an Event of Default under any
other provision of this Section 12) and continuance of such failure
described in this clause (b) for 30 days.

               12.1.6 Representations and Warranties. Any representation or
warranty made by the Company or any Subsidiary herein or any other Loan
Document is breached or is false or misleading in any material respect, or
any schedule, certificate, financial statement, report, notice or other
writing furnished by the Company or any Subsidiary to the Administrative
Agent or any Lender at any time in connection herewith is false or
misleading in any material respect on the date as of which the facts
therein set forth are stated or certified.

               12.1.7 Plans. (i) Institution of any steps by the Company or
any other Person to terminate a Plan if as a result of such termination the
Company could be required to make a contribution to such Plan, or could
incur a liability or obligation to such Plan, in excess of $1,000,000 (or
the Dollar Amount thereof if denominated in a currency other than Dollars);
(ii) a contribution failure occurs with respect to any Plan sufficient to
give rise to a Lien under Section 302(f) of ERISA; or (iii) there shall
occur any withdrawal or partial withdrawal from a Multiemployer Plan and
the withdrawal liability (without unaccrued interest) to Multiemployer
Plans as a result of such withdrawal (including any outstanding withdrawal
liability that the Company and the Controlled Group have incurred on the
date of such withdrawal) exceeds $1,000,000 (or the Dollar Amount thereof
if denominated in a currency other than Dollars).

               12.1.8 Judgments. Final judgments which exceed an aggregate
liability (not paid or fully covered by insurance as to which the relevant
insurance company has acknowledged coverage in writing) of $1,000,000 (or
the Dollar Amount thereof if denominated in a currency other than Dollars)
shall be rendered against the Company or any Subsidiary and shall not have
been paid, discharged or vacated or had execution thereof stayed pending
appeal within 30 days after entry or filing of such judgments; or final
judgments shall be entered which could have a Material Adverse Effect.

               12.1.9 Invalidity of Loan Documents, etc. Any Loan Document
shall cease to be in full force and effect; or the Company or any
Subsidiary (or any Person by, through or on behalf of the Company or any
Subsidiary) shall contest in any manner the validity, binding nature or
enforceability of any Loan Document.

               12.1.10 Invalidity of Subordination Provisions, etc. Any
subordination provision in any document or instrument governing
Subordinated Debt, or any subordination provision in any guaranty by the
Company or any Subsidiary of any Subordinated Debt, shall cease to be in
full force and effect, or the Company or any other Person (including the
holder of any applicable Subordinated Debt) shall contest in any manner the
validity, binding nature or enforceability of any such provision.

               12.1.11 Material Adverse Effect. The occurrence of any event
having a Material Adverse Effect.

               12.1.12 Change in Control. (a) Any Person or group of
Persons (within the meaning of Section 13 or 14 of the Securities Exchange
Act of 1934, but excluding any Specified Person (as defined below)) shall
acquire beneficial ownership (within the meaning of Rule 13d-3 promulgated
under such Act) of more than 40% of the outstanding securities (on a fully
diluted basis and taking into account any securities or contract rights
exercisable, exchangeable or convertible into equity securities, but
excluding any Lender Preferred) of the Company having voting rights in the
election of directors under normal circumstances; or (b) a majority of the
members of the Board of Directors of the Company shall cease to be
Continuing Members. For purposes of the foregoing, (x) "Continuing Member"
means a member of the Board of Directors of the Company who either (i) was
a member of the Company's Board of Directors on the date hereof and has
been such continuously thereafter, (ii) became a member of such Board of
Directors after the date hereof and whose election or nomination for
election was approved by a vote of the majority of the Continuing Members
then members of the Company's Board of Directors or (iii) was designated by
the holders of Lender Preferred and (y) "Specified Person" means any
beneficial holder of Senior Subordinate Note Claims (under and as defined
in the Plan of Reorganization) immediately prior to Plan Effectiveness.

        12.2 Effect of Event of Default. If any Event of Default described
in Section 12.1.4 shall occur, the Commitments (if they have not
theretofore terminated) shall immediately terminate and the Loans and all
other obligations hereunder shall become immediately due and payable and
the Borrowers shall become immediately obligated to Cash Collateralize all
Letters of Credit, all without presentment, demand, protest or notice of
any kind; and, if any other Event of Default shall occur and be continuing,
(A) the Administrative Agent (upon written request of the Required
Revolving Lenders) shall declare the Commitments (if they have not
theretofore terminated) to be terminated and/or demand that the Borrowers
immediately Cash Collateralize all Letters of Credit, whereupon the
Commitments (if they have not theretofore terminated) shall immediately
terminate and/or the Borrowers shall immediately become obligated to Cash
Collateralize all Letters of Credit, and (B) the Administrative Agent (upon
the request of the Majority Lenders) shall declare all Loans and other
obligations hereunder to be due and payable, whereupon all Loans and other
obligations hereunder shall become immediately due and payable, all without
presentment, demand, protest or notice of any kind. The Administrative
Agent shall promptly advise the Company of any such declaration, but
failure to do so shall not impair the effect of such declaration.
Notwithstanding the foregoing, the effect as an Event of Default of any
event described in Section 12.1.1 or Section 12.1.4 may be waived by the
written concurrence of all of the Lenders, and the effect as an Event of
Default of any other event described in this Section 12 may be waived by
the written concurrence of the Majority Lenders. Any cash collateral
delivered hereunder shall be held by the Administrative Agent (without
liability for interest thereon) and applied to obligations arising in
connection with any drawing under a Letter of Credit. After the expiration
or termination of all Letters of Credit, such cash collateral shall be
applied by the Administrative Agent to any remaining obligations hereunder
in accordance with Section 7.2 and any excess shall be delivered to the
Borrowers or as a court of competent jurisdiction may direct.

        SECTION 13 THE AGENTS.

        13.1 Appointment and Authorization. (a) Each Lender hereby
irrevocably (subject to Section 13.9) appoints, designates and authorizes
the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and each other Loan Document and to exercise
such powers and perform such duties as are expressly delegated to it by the
terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. Each Lender hereby appoints
AmSouth Bank as Documentation Agent for the Lenders. The Documentation
Agent, in its capacity as such, shall have no rights or duties hereunder or
under any other Loan Document. Notwithstanding any provision to the
contrary contained elsewhere in this Agreement or in any other Loan
Document, the Administrative Agent shall not have any duty or
responsibility except those expressly set forth herein, nor shall the
Administrative Agent have or be deemed to have any fiduciary relationship
with any Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any
other Loan Document or otherwise exist against the Administrative Agent.

               (b) The Issuing Lender shall act on behalf of the Lenders
with respect to any Letters of Credit issued by it and the documents
associated therewith. The Issuing Lender shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this Section 13 with
respect to any acts taken or omissions suffered by the Issuing Lender in
connection with Letters of Credit issued by it or proposed to be issued by
it and the applications and agreements for letters of credit pertaining to
such Letters of Credit as fully as if the term "Administrative Agent", as
used in this Section 13, included the Issuing Lender with respect to such
acts or omissions and (ii) as additionally provided in this Agreement with
respect to the Issuing Lender.

        13.2 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects with reasonable
care.

        13.3 Liability of Administrative Agent. Neither of the Agents nor
any of their respective directors, officers, employees or agents shall (i)
be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for such Agent's own gross
negligence or willful misconduct), or (ii) be responsible in any manner to
any of the Lenders for any recital, statement, representation or warranty
made by the Company or any Subsidiary or Affiliate of the Company, or any
officer thereof, contained in this Agreement or in any other Loan Document,
or in any certificate, report, statement or other document referred to or
provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Loan Document, or the
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or for any failure of any Borrower or
any other party to any Loan Document to perform its obligations hereunder
or thereunder. The Agents shall not be under any obligation to any Lender
to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other
Loan Document, or to inspect the properties, books or records of the
Company or any of the Company's Subsidiaries or Affiliates.

        13.4 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon
any writing, resolution, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other
document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon
advice and statements of legal counsel (including counsel to the Company),
independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document
unless it shall first receive such advice or concurrence of the Majority
Lenders as it deems appropriate and, if it so requests, confirmation from
the Lenders of their obligation to indemnify the Administrative Agent
against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement or any other Loan Document in accordance
with a request or consent of the Majority Lenders (or all Lenders, if the
matter to be acted upon requires the consent of all Lenders hereunder) and
such request and any action taken or failure to act pursuant thereto shall
be binding upon all of the Lenders.

        13.5 Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Event of
Default or Unmatured Event of Default except with respect to defaults in
the payment of principal, interest, premium, if any, and fees required to
be paid to the Administrative Agent for the account of the Lenders, unless
the Administrative Agent shall have received written notice from a Lender
or the Company referring to this Agreement, describing such Event of
Default or Unmatured Event of Default and stating that such notice is a
"notice of default". The Administrative Agent will notify the Lenders of
its receipt of any such notice. The Administrative Agent shall take such
action with respect to such Event of Default or Unmatured Event of Default
as may be requested by the Required Revolving Lenders and Majority Lenders,
as applicable, in accordance with Section 12; provided that unless and
until the Administrative Agent has received any such request, the
Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Event of Default
or Unmatured Event of Default as it shall deem advisable or in the best
interest of the Lenders.

        13.6 Credit Decision. Each Lender acknowledges that neither Agent
has made any representation or warranty to it, and that no act by either
Agent hereafter taken, including any review of the affairs of the Company
and its Subsidiaries, shall be deemed to constitute any representation or
warranty by any Agent to any Lender. Each Lender represents to each Agent
that it has, independently and without reliance upon any Agent and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Company
and its Subsidiaries, and made its own decision to enter into this
Agreement and to extend credit to the Borrowers hereunder. Each Lender also
represents that it will, independently and without reliance upon any Agent
and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit analysis, appraisals and
decisions in taking or not taking action under this Agreement and the other
Loan Documents, and to make such investigations as it deems necessary to
inform itself as to the business, prospects, operations, property,
financial and other condition and creditworthiness of the Borrowers. Except
for notices, reports and other documents expressly herein required to be
furnished to the Lenders by the Administrative Agent, the Administrative
Agent shall not have any duty or responsibility to provide any Lender with
any credit or other information concerning the business, prospects,
operations, property, financial or other condition or creditworthiness of
the Borrowers which may come into the possession of the Administrative
Agent.

        13.7 Indemnification. Whether or not the transactions contemplated
hereby are consummated, the Lenders shall indemnify upon demand the Agents
and their respective directors, officers, employees and agents (to the
extent not reimbursed by or on behalf of the Borrowers and without limiting
the obligation of the Borrowers to do so), pro rata, from and against any
and all Indemnified Liabilities; provided that no Lender shall be liable
for any payment to any such Person of any portion of the Indemnified
Liabilities resulting from such Person's gross negligence or willful
misconduct. Without limitation of the foregoing, each Lender shall
reimburse the Agents upon demand for such Lender's ratable share of any
costs or out-of-pocket expenses (including Attorney Costs) incurred by the
Agents in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in
respect of rights or responsibilities under, this Agreement, any other Loan
Document, or any document contemplated by or referred to herein, to the
extent that the Agents are not reimbursed for such expenses by or on behalf
of the Borrowers. The undertaking in this Section shall survive repayment
of the Loans, cancellation of the Notes, expiration or termination of the
Letters of Credit, any foreclosure under, or modification, release or
discharge of, any or all of the Collateral Documents, termination of this
Agreement and the resignation or replacement of either Agent.

        13.8 Administrative Agent in Individual Capacity. ABN and its
Affiliates may make loans to, issue letters of credit for the account of,
accept deposits from, acquire equity interests in and generally engage in
any kind of banking, trust, financial advisory, underwriting or other
business with the Company and its Subsidiaries and Affiliates as though ABN
were not the Administrative Agent or the Issuing Lender hereunder and
without notice to or consent of the Lenders. The Lenders acknowledge that,
pursuant to such activities, ABN or its Affiliates may receive information
regarding the Company or its Affiliates (including information that may be
subject to confidentiality obligations in favor of the Company or such
Affiliate) and acknowledge that the Administrative Agent shall be under no
obligation to provide such information to them. With respect to their Loans
(if any), ABN and its Affiliates shall have the same rights and powers
under this Agreement as any other Lender and may exercise the same as
though ABN were not the Administrative Agent and the Issuing Lender, and
the terms "Lender" and "Lenders" include ABN and its Affiliates, to the
extent applicable, in their individual capacities.

        13.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders, and the
Administrative Agent may be removed at any time with or without cause by
written notice received by the Administrative Agent from the Majority
Lenders. If the Administrative Agent resigns under this Agreement or is so
removed, the Majority Lenders shall appoint from among the Lenders a
successor agent for the Lenders. If no successor agent is appointed prior
to the effective date of the resignation or removal of the Administrative
Agent, the Administrative Agent may appoint, after consulting with the
Lenders, a successor agent from among the Lenders. Any such successor agent
shall be a commercial bank having capital and retained earnings of at least
$500,000,000. Upon the acceptance of its appointment as successor agent
hereunder, such successor agent shall succeed to all the rights, powers and
duties of the retiring Administrative Agent and the term "Administrative
Agent" shall mean such successor agent, and the retiring Administrative
Agent's appointment, powers and duties as Administrative Agent shall be
terminated. After any retiring Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this Section
13 and Sections 14.6 and 14.13 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under
this Agreement. If no successor agent has accepted appointment as
Administrative Agent by the date which is 30 days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and the
Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Majority Lenders appoint a
successor agent as provided for above.

        13.10 Collateral Matters. The Lenders irrevocably authorize the
Administrative Agent, at its option and in its discretion, (a) to release
any Lien granted to or held by the Administrative Agent hereunder or under
any Collateral Document and release any guarantor (i) upon termination of
the Commitments and payment in full of all Loans and all other obligations
of the Borrowers hereunder and the expiration or termination of all Letters
of Credit; (ii) constituting property or a guarantor sold or to be sold or
disposed of as part of or in connection with any disposition permitted
hereunder; or (iii) subject to Section 14.1, if approved, authorized or
ratified in writing by the Majority Lenders; or (b) to subordinate its
interest in any collateral to any holder of a Lien on such collateral which
is permitted by clause (d)(i) or (d)(iii) of Section 10.8 (it being
understood that the Administrative Agent may conclusively rely on a
certificate from the Company in determining whether the Debt secured by any
such Lien is permitted by Section 10.7(b)). Upon request by the
Administrative Agent at any time, the Lenders will confirm in writing the
Administrative Agent's authority to release, or subordinate its interest
in, particular types or items of collateral pursuant to this Section 13.10.

        13.11 Funding Reliance. (a) Unless the Administrative Agent
receives notice from a Lender by noon, Chicago time, on the day of a
proposed borrowing that such Lender will not make available to the
Administrative Agent an amount equal to its applicable Percentage of such
borrowing, the Administrative Agent may assume that such Lender has made
such amount available to the Administrative Agent and, in reliance upon
such assumption, make a corresponding amount available to the applicable
Borrower. If and to the extent such Lender has not made such amount
available to the Administrative Agent, such Lender and the Borrowers
jointly and severally agree to repay such amount to the Administrative
Agent forthwith on demand, together with interest thereon at the interest
rate applicable to Loans comprising such borrowing or, in the case of any
Lender which repays such amount within three Business Days, the Federal
Funds Rate (together with such other compensatory amounts as may be
required to be paid by such Lender to the Administrative Agent pursuant to
the Rules for Interbank Compensation of the Council on International
Banking or the Clearinghouse Compensation Committee, as applicable, as in
effect from time to time). Nothing set forth in this clause (a) shall
relieve any Lender of any obligation it may have to make any Loan
hereunder.

               (b) Unless the Administrative Agent receives notice from the
Borrower obligated thereon prior to the due date for any payment hereunder
that such Borrower does not intend to make such payment, the Administrative
Agent may assume that such Borrower has made such payment and, in reliance
upon such assumption, make available to each Lender its share of such
payment. If and to the extent that such Borrower has not made any such
payment to the Administrative Agent, each Lender which received a share of
such payment shall repay such share (or the relevant portion thereof) to
the Administrative Agent forthwith on demand, together with interest
thereon at the Base Rate (or, in the case of any Lender which repays such
amount within three Business Days, the Federal Funds Rate). Nothing set
forth in this clause (b) shall relieve any Borrower of any obligation it
may have to make any payment hereunder.

        SECTION 14 GENERAL.

        14.1 Waiver; Amendments. No delay on the part of the Administrative
Agent or any Lender in the exercise of any right, power or remedy shall
operate as a waiver thereof, nor shall any single or partial exercise by
any of them of any right, power or remedy preclude other or further
exercise thereof, or the exercise of any other right, power or remedy. No
right or remedy herein conferred upon the Lenders or the Administrative
Agent is intended to be exclusive of any other right or remedy contained
herein or in any other Loan Document, and every such right or remedy shall
be cumulative and shall be in addition to every other such right or remedy
contained herein or therein or now or hereafter existing at law or in
equity or by statute or otherwise. No amendment, modification or waiver of
any provision of this Agreement, and no consent to any departure by any
Borrower therefrom, shall in any event be effective unless the same shall
be in writing and signed by the requisite Lenders set forth below and (in
the case of an amendment) by the Borrowers, and any such amendment, waiver
or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided that no such amendment,
modification, waiver or consent shall without the written consent of:

               (i) the Required Revolving Lenders, the Required Tranche A
Term Lenders, the Required Tranche B Term Lenders and the Required Special
Lenders, amend, modify or waive (x) Section 14.6 or 14.13, (y) any
provision of this Agreement that provides for the approval or concurrence
of the "Majority Lenders" or (z) any provision of this clause (i);

               (ii) all of the Revolving Lenders, (x) reduce the principal
amount of any Revolving Loan or the rate of interest payable thereon, or
reduce any fees payable hereunder in respect of the Revolving Loans, (y)
postpone the date for (or reduce the amount of) any scheduled reduction of
the Revolving Commitment Amount or for any scheduled payment of principal,
interest or fees in respect of any Revolving Loan or (z) amend, modify or
waive any provision of this clause (ii), the definition of "Required
Revolving Lenders" or the definition of "Revolving Loan Percentage";

               (iii) all of the Tranche A Term Lenders, (x) reduce the
principal amount of any Tranche A Term Loan or the rate of interest payable
thereon, or reduce any fees payable hereunder in respect of the Tranche A
Term Loans, (y) postpone the date for (or reduce the amount of) any
scheduled payment of principal, interest or fees in respect of any Tranche
A Term Loan or (z) amend, modify or waive any provision of this clause
(iii), the definition of "Required Tranche A Term Lenders" or the
definition of "Tranche A Term Loan Percentage";

               (iv) all of the Tranche B Term Lenders, (x) reduce the
principal amount of any Tranche B Term Loan or the rate of interest payable
thereon, or reduce any fee payable hereunder in respect of the Tranche B
Term Loans, (y) postpone the date for (or reduce the amount of) any
scheduled payment of principal, interest or fees in respect of any Tranche
B Term Loan or (z) amend, modify or waive any provision of this clause
(iv), the definition of "Required Tranche B Term Lenders" or the definition
of "Tranche B Term Loan Percentage";

               (v) all of the Special Lenders, (x) reduce the principal
amount of any Special Loan or the rate of interest or premium payable
thereon, or reduce any fee payable hereunder in respect of the Special
Loans, (y) postpone the date for (or reduce the amount of) any scheduled
payment of principal, interest, fees or premium in respect of any Special
Loan or (z) amend, modify or waive any provision of this clause (v) or the
definition of "Required Special Lenders";

               (vi) the Required Revolving Lenders, (x) amend, modify or
waive any provision of this Agreement that provides for the approval or
concurrence of the Required Revolving Lenders, or (y) amend, modify or
waive Section 2.1.5, 2.2.2, 2.2.3 (as it relates to conversions and
continuations of Revolving Loans), 2.3, 6.1, 11.2 or 14.19 or this clause
(vi);

               (vii) Revolving Lenders having an aggregate Revolving Loan
Percentage of 66-2/3% or more, change the advance rates or any other term
of the definition of "Borrowing Base" or any of the defined terms used in
such definition or amend or modify this clause (vii);

               (viii) Revolving Lenders having an aggregate Revolving Loan
Percentage of 60% or more, postpone the date for (or reduce the amount of)
any mandatory prepayment of principal, interest or fees in respect of any
Revolving Loan or amend, modify or waive this clause (viii);

               (ix) Tranche A Term Lenders having an aggregate Tranche A
Term Loan Percentage of 60% or more, postpone the date for (or reduce the
amount of) any mandatory prepayment of principal, interest, fees or premium
in respect of any Tranche A Term Loan or amend, modify or waive this clause
(ix);

               (x) Tranche B Term Lenders having an aggregate Tranche B
Term Loan Percentage of 60% or more, postpone the date for (or reduce the
amount of) any mandatory prepayment of principal, interest, fees or premium
in respect of any Tranche B Term Loan or amend, modify or waive this clause
(x);

               (xi) Special Lenders having an aggregate Special Loan
Percentage of 60% or more, postpone the date for (or reduce the amount of)
any mandatory prepayment of principal, interest, fees or premium in respect
of any Special Loan or amend, modify or waive this clause (xi);

               (xii) all of the Revolving Lenders, the Tranche A Term
Lenders and the Tranche B Term Lenders, amend or modify the definition of
"Required Lenders";

               (xiii) all of the Lenders, (t) amend or modify the
definition of "Majority Lenders" or the definition of "Total Percentage",
(u) amend Section 7.2, (v) increase the Commitment of any Lender or
increase the aggregate Commitments, (w) amend, modify or waive any
provision of this Agreement that provides for the unanimous approval or
concurrence of all of the Lenders, (x) amend, modify or waive any provision
of this Section (other than, subject to clause (xii)(y) below, clauses (i),
(ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x) and (xi) above), (y)
amend or modify clause (i), (ii), (iii), (iv), (v), (vi), (vii), (viii),
(ix), (x) or (xi) above in any manner such as to require the consent of any
class of Lenders specified in any such clause to any amendment,
modification or waiver other than matters requiring the consent of such
class on the date hereof or (z) release all or substantially all of the
guarantors or all or substantially all of the Collateral; and

               (xiv) the Required Lenders, amend, modify or waive any
provision of this Agreement not specifically enumerated in the foregoing
clauses (i) through (xiii);

and provided, further, that no amendment or other modification, and no
waiver of any Event of Default or Unmatured Event of Default, shall in any
case have the effect of obligating any Revolving Lender to make any Loan,
or the Issuing Lender to issue any Letter of Credit, if the conditions set
forth in Section 11.2 to making any such Loan, or issuing any such Letter
of Credit, would not be satisfied absent such amendment, modification or
waiver, without the consent of the Required Revolving Lenders. No provision
of Section 13 or other provision of this Agreement affecting the
Administrative Agent in its capacity as such shall be amended, modified or
waived without the consent of the Administrative Agent. No provision of
this Agreement relating to the rights or duties of the Issuing Lender in
its capacity as such shall be amended, modified or waived without the
consent of the Issuing Lender.

        14.2 Confirmations. The Borrowers and each holder of a Note agree
from time to time, upon written request received by either from the other,
to confirm to the other in writing (with a copy of each such confirmation
to the Administrative Agent) the aggregate unpaid principal amount of the
Loans then outstanding under such Note.

        14.3 Notices. All notices hereunder shall be in writing (including
facsimile transmission) and shall be sent to the applicable party at its
address shown on Schedule 14.3 or at such other address as such party may,
by written notice received by the other parties, have designated as its
address for such purpose. Notices sent by facsimile transmission shall be
deemed to have been given when sent; notices sent by mail shall be deemed
to have been given three Business Days after the date when sent by
registered or certified mail, postage prepaid; and notices sent by hand
delivery or overnight courier service shall be deemed to have been given
when received.

        14.4 Computations. Where the character or amount of any asset or
liability or item of income or expense is required to be determined, or any
consolidation or other accounting computation is required to be made, for
the purpose of this Agreement, such determination or calculation shall, to
the extent applicable and except as otherwise specified in this Agreement,
be made in accordance with GAAP, consistently applied; provided that if the
Company notifies the Administrative Agent that the Company wishes to amend
any covenant in Section 10 to eliminate or to take into account the effect
of any change in GAAP on the operation of such covenant (or if the
Administrative Agent notifies the Company that the Required Lenders wish to
amend Section 10 for such purpose), then the Company's compliance with such
covenant shall be determined on the basis of GAAP in effect immediately
before the relevant change in GAAP became effective, until either such
notice is withdrawn or such covenant is amended in a manner satisfactory to
the Company and the Required Lenders.

        14.5 Regulation U. Each Lender represents that it in good faith is
not relying, either directly or indirectly, upon any Margin Stock as
collateral security for the extension or maintenance by it of any credit
provided for in this Agreement.

        14.6 Costs, Expenses and Taxes. The Borrowers jointly and severally
agree to pay on demand all reasonable out-of-pocket costs and expenses of
the Agents (including Attorney Costs and the reasonable fees and expenses
of financial advisors to the Agents) in connection with the preparation,
execution, syndication, delivery and administration of this Agreement, the
other Loan Documents and all other documents provided for herein or
delivered or to be delivered hereunder or in connection herewith (including
any amendment, supplement or waiver to any Loan Document), and all
reasonable out-of-pocket costs and expenses (including Attorney Costs and
the reasonable fees and expenses of financial advisors to the Agents)
incurred by each Agent and each Lender if an Event of Default exists in
connection with the enforcement of this Agreement, the other Loan Documents
or any such other documents, including, without limitation, the reasonable
fees and expenses of Mayer, Brown & Platt, Policano & Manzo and Rothschild,
Inc. In addition, the Borrowers jointly and severally agree to pay, and to
save the Administrative Agent and the Lenders harmless from all liability
for, (a) any stamp or other similar taxes (excluding income taxes and
franchise taxes based on net income or receipts) which may be payable in
connection with the execution and delivery of this Agreement, the
borrowings hereunder, the issuance of the Notes or the execution and
delivery of any other Loan Document or any other document provided for
herein or delivered or to be delivered hereunder or in connection herewith
and (b) any fees of the Company's auditors in connection with any exercise
by the Administrative Agent and the Lenders of their rights pursuant to
Section 10.2. All obligations provided for in this Section 14.6 shall
survive repayment of the Loans, cancellation of the Notes, expiration or
termination of the Letters of Credit and termination of this Agreement.

        14.7 Subsidiary References. The provisions of this Agreement
relating to Subsidiaries shall apply only during such times as the Company
has one or more Subsidiaries.

        14.8 Captions. Section captions used in this Agreement are for
convenience only and shall not affect the construction of this Agreement.

        14.9 Assignments; Participations.

               14.9.1 Assignments. Any Lender may, with the prior written
consents of the Issuing Lender and the Administrative Agent (which consents
shall not be unreasonably delayed or withheld and, in any event, shall not
be required for an assignment by a Lender to one of its Affiliates), at any
time assign and delegate to one or more Eligible Assignees (any Person to
whom such an assignment and delegation is to be made being herein called an
"Assignee") all or any fraction of such Lender's Loans and Commitment
(which assignment and delegation shall be of a constant, and not a varying,
percentage of all the assigning Lender's Loans and Commitment) in a minimum
aggregate amount equal to the lesser of (i) the amount of the assigning
Lender's Revolving Loan Percentage of the Revolving Commitment Amount plus
the unpaid amount of such Lender's Term Loans and Special Loan and (ii)
$5,000,000; provided that (a) no assignment and delegation may be made to
any Person if, at the time of such assignment and delegation, the Borrowers
would be obligated to pay any greater amount under Section 7.6 or Section 8
to the Assignee or the Administrative Agent than the Borrowers are then
obligated to pay to the assigning Lender under such Sections (and if any
assignment is made in violation of the foregoing, the Borrowers will not be
required to pay the incremental amounts), (b) no assignment of all or any
part of a Special Loan shall be permitted unless there shall occur
simultaneously with such assignment of such Special Loan an assignment of a
ratable portion of the assigning Lender's Lender Preferred to the Assignee
and (c) the Borrowers and the Administrative Agent shall be entitled to
continue to deal solely and directly with such Lender in connection with
the interests so assigned and delegated to an Assignee until the date when
all of the following conditions shall have been met:

               (x) five Business Days (or such lesser period of time as the
        Administrative Agent and the assigning Lender shall agree) shall
        have passed after written notice of such assignment and delegation,
        together with payment instructions, addresses and related
        information with respect to such Assignee, shall have been given to
        the Company and the Administrative Agent by such assigning Lender
        and the Assignee,

               (y) the assigning Lender and the Assignee shall have
        executed and delivered to the Company and the Administrative Agent
        an assignment agreement substantially in the form of Exhibit E (an
        "Assignment Agreement"), together with any documents required to be
        delivered thereunder, which Assignment Agreement shall have been
        accepted by the Administrative Agent, and

               (z) except in the case of an assignment by a Lender to one
        of its Affiliates, the assigning Lender or the Assignee shall have
        paid the Administrative Agent a processing fee of $3,500.

From and after the date on which the conditions described above have been
met, (x) such Assignee shall be deemed automatically to have become a party
hereto and, to the extent that rights and obligations hereunder have been
assigned and delegated to such Assignee pursuant to such Assignment
Agreement, shall have the rights and obligations of a Lender hereunder and
(y) the assigning Lender, to the extent that rights and obligations
hereunder have been assigned and delegated by it pursuant to such
Assignment Agreement, shall be released from its obligations hereunder.
Within five Business Days after effectiveness of any assignment and
delegation, the Borrowers shall, upon request of the Assignee, execute and
deliver to the Administrative Agent (for delivery to the Assignee) a new
Note, unless the Assignee was already a holder of a Note immediately prior
to such effectiveness. Each such Note shall be dated the effective date of
such assignment. Accrued interest on that part of the Loans being assigned
shall be paid as provided in the Assignment Agreement. Accrued interest and
fees on that part of the Loans not being assigned shall be paid to the
assigning Lender. Accrued interest and accrued fees shall be paid at the
same time or times provided in the predecessor Note and in this Agreement.
Any attempted assignment and delegation not made in accordance with this
Section 14.9.1 shall be null and void.

        Notwithstanding the foregoing provisions of this Section 14.9.1 or
any other provision of this Agreement, any Lender may at any time assign
all or any portion of its Loans and its Note to a Federal Reserve Bank (but
no such assignment shall release any Lender from any of its obligations
hereunder).

               14.9.2 Participations. Any Lender may at any time sell to
one or more commercial banks or other Persons participating interests in
any Loan owing to such Lender, the Note held by such Lender, the Commitment
of such Lender, the direct or participation interest of such Lender in any
Letter of Credit or any other interest of such Lender hereunder (any Person
purchasing any such participating interest being herein called a
"Participant"). In the event of a sale by a Lender of a participating
interest to a Participant, (x) such Lender shall remain the holder of its
Note and shall remain responsible for all its obligations as a Lender
hereunder for all purposes of this Agreement, (y) 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 hereunder
and (z) all amounts payable by the Borrowers shall be determined as if such
Lender had not sold such participation and shall be paid directly to such
Lender. No Participant shall have any direct or indirect voting rights
hereunder except (w) if the participating interest relates to Revolving
Loans and Revolving Commitments, with respect to clauses (ii) and (xiii) of
the first proviso to the third sentence of Section 14.1, (x) if the
participating interest relates to Tranche A Term Loans, with respect to
clauses (iii) and (xiii) of the first proviso to the third sentence of
Section 14.1, (y) if the participating interest relates to Tranche B Term
Loans, with respect to clauses (iv) and (xiii) of the first proviso to the
third sentence of Section 14.1 and (z) if the participating interest
relates to Special Loans, with respect to clauses (v) and (xiii) of the
first proviso to the third sentence of Section 14.1. Each Lender agrees to
incorporate the requirements of the preceding sentence into each
participation agreement which such Lender enters into with any Participant.
The Borrowers agree that if amounts outstanding under this Agreement and
the Notes are due and payable (as a result of acceleration or otherwise),
each Participant shall be deemed to have the right of setoff in respect of
its participating interest in amounts owing under this Agreement, any Note
and with respect to any Letter of Credit to the same extent as if the
amount of its participating interest were owing directly to it as a Lender
under this Agreement or such Note; provided that such right of setoff shall
be subject to the obligation of each Participant to share with the Lenders,
and the Lenders agree to share with each Participant, as provided in
Section 7.5. The Borrowers also agree that each Participant shall be
entitled to the benefits of Section 7.6 and Section 8 as if it were a
Lender (provided that no Participant shall receive any greater amount
pursuant to Section 7.6 or Section 8 than would have been paid to the
participating Lender if no participation had been sold).

        14.10 Governing Law. This Agreement and each Note shall be a
contract made under and governed by the laws of the State of New York
applicable to contracts made and to be performed entirely within such
State. Whenever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
All obligations of the Loan Parties and rights of the Administrative Agent
and the Lenders expressed herein or in any other Loan Document shall be in
addition to and not in limitation of those provided by applicable law.

        14.11 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts
and each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same Agreement.

        14.12 Successors and Assigns. This Agreement shall be binding upon
the Borrowers, the Lenders and the Administrative Agent and their
respective successors and assigns, and shall inure to the benefit of the
Borrowers, the Lenders and the Administrative Agent and the successors and
assigns of the Lenders and the Administrative Agent.

        14.13 Indemnification by the Borrowers. In consideration of the
execution and delivery of this Agreement by the Agents and the Lenders and
the agreement to extend the Commitments and Loans provided hereunder, the
Borrowers hereby jointly and severally agree to indemnify, exonerate and
hold each Agent, each Lender and each of the officers, directors,
employees, Affiliates and agents of each Agent and each Lender (each a
"Lender Party") free and harmless from and against any and all actions,
causes of action, suits, losses, liabilities, damages and expenses,
including Attorney Costs but excluding costs and expenses specifically
referred to in Section 14.6 (collectively, the "Indemnified Liabilities"),
incurred by the Lender Parties or any of them as a result of, or arising
out of, or relating to (i) any transaction financed or proposed to be
financed in whole or in part, directly or indirectly, with the proceeds of
any of the Loans, (ii) the use, handling, release, emission, discharge,
transportation, storage, treatment or disposal of any hazardous substance
at any property owned or leased by the Company or any Subsidiary, (iii) any
violation of any Environmental Law with respect to conditions at any
property owned or leased by the Company or any Subsidiary or the operations
conducted thereon, (iv) the investigation, cleanup or remediation of
offsite locations at which the Company or any Subsidiary or their
respective predecessors are alleged to have directly or indirectly disposed
of hazardous substances or (v) the execution, delivery, performance or
enforcement of this Agreement or any other Loan Document by any of the
Lender Parties, except that the Borrowers shall not be obligated to
indemnify any Lender Party to the extent such Indemnified Liabilities are
finally judicially determined to have directly and primarily resulted from
such Lender Party's gross negligence or willful misconduct. If and to the
extent that the foregoing undertaking may be unenforceable for any reason,
the Borrowers hereby agree to make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law. All obligations provided for in this
Section 14.13 shall survive repayment of the Loans, cancellation of the
Notes, expiration or termination of the Letters of Credit, any foreclosure
under, or any modification, release or discharge of, any or all of the
Collateral Documents and termination of this Agreement.

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

        14.15 Confidentiality. Each Lender agrees to hold any confidential
information which it may receive from the Company or any Subsidiary
pursuant to this Agreement in confidence, except for disclosure (i) to
other Lenders and their respective affiliates, (ii) to legal counsel,
accountants and other professional advisors to that Lender, (iii) to
regulatory officials, (iv) as requested pursuant to or as required by law,
regulation or legal process, (v) in connection with any legal proceeding to
which that Lender is a party and (vi) permitted by the next sentence. The
Borrowers authorize each Lender to disclose to any Participant or Assignee
or any other Person acquiring an interest in the Loan Documents by
operation of law (each a "Transferee") and any prospective Transferee any
and all information in such Lender's possession concerning the
creditworthiness of the Company and its Subsidiaries; provided that each
Transferee and prospective Transferee agrees to be bound by this Section
14.15. The restrictions in this Section 14.15 shall not apply to any
information which is or becomes generally available to the public other
than as a result of disclosure by a Lender or a Lender's representatives.

        14.16 Forum Selection and Consent to Jurisdiction. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF THE AGENTS, THE
LENDERS OR THE BORROWERS (OR ANY OF THEM) SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY
JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH
BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF
THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH
LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH BORROWER
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR OUTSIDE OF THE STATE OF
NEW YORK. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

        14.17 Waiver of Jury Trial. THE AGENTS, THE LENDERS AND THE
BORROWERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS
THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT
(WHETHER VERBAL OR WRITTEN) OR ACTION OF THE AGENTS, THE LENDERS OR THE
BORROWERS. EACH BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL
AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION
OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE AGENTS AND THE LENDERS ENTERING INTO THIS
AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

        14.18 Power of Attorney. Each Borrower appoints the Administrative
Agent, or any Person whom the Administrative Agent may from time to time
designate, as such Borrower's attorney and agent-in-fact with power (which
appointment and power, being coupled with an interest, is irrevocable until
all Loans and other obligations hereunder are paid and performed in full
and this Agreement is terminated), without notice to any Borrower, to:

               (a) At such time or times while an Event of Default exists,
as the Administrative Agent or said agent, in its discretion, may determine
in the name of such Borrower or the Administrative Agent (i) endorse such
Borrower's name on any checks, notes, drafts or any other items of payment
relating to and/or proceeds of the Collateral which come into the
possession of the Administrative Agent or any Lender or under the
Administrative Agent's or any Lender's control and apply such payment or
proceeds to the Loans and other obligations hereunder, (ii) endorse such
Borrower's name on any chattel paper, document, instrument, invoice,
freight bill, bill of lading or similar document or agreement in the
Administrative Agent's or any Lender's possession relating to Accounts
Receivable, Inventory or any other Collateral, (iii) use the information
recorded on or contained in any data processing equipment and computer
hardware and software to which such Borrower has access relating to
Accounts Receivable, Inventory or other Collateral, (iv) use such
Borrower's stationery and sign the name of such Borrower to verifications
of Accounts Receivable and notices thereof to Account Debtors and (v) if
not done by such Borrower, do all acts and things determined by the
Administrative Agent or the Required Lenders to be necessary to fulfill
such Borrower's obligations under this Agreement; and

               (b) At such time or times while an Event of Default exists,
as the Administrative Agent or said agent, in its discretion, may
determine, in the name of such Borrower or the Administrative Agent (i)
demand payment of the Accounts Receivable, (ii) enforce payment of the
Accounts Receivable, by legal proceedings or otherwise, (iii) exercise all
of such Borrower's rights and remedies with respect to the collection of
the Accounts Receivable and other Collateral, (iv) settle, adjust,
compromise, extend or renew the Accounts Receivable, (v) settle, adjust or
compromise any legal proceeding brought to collect the Accounts Receivable,
(vi) if permitted by applicable law, sell or assign the Accounts Receivable
or other Collateral upon such terms for such amounts and at such time or
times as the Administrative Agent may deem advisable, (vii) discharge and
release the Accounts Receivable or other Collateral, (viii) prepare, file
and sign such Borrower's name on any proof of claim in bankruptcy or
similar document against any Account Debtor, (ix) prepare, file and sign
such Borrower's name on any notice of lien, assignment or satisfaction of
lien or similar document in connection with the Accounts Receivable or
other Collateral and (x) do all acts and things necessary, in the
Administrative Agent's discretion, to obtain repayment of the Loans and
other obligations hereunder.

        14.19 Addition and Termination of Subsidiaries as Borrowers. The
Company may at any time or from time to time, with the consent of the
Administrative Agent and the Required Revolving Lenders, add as a party to
this Agreement any Domestic Subsidiary to be a "Borrower" hereunder by (a)
the execution and delivery to the Administrative Agent of a duly completed
Assumption Letter by such Subsidiary, with the written consent of the
Company at the foot thereof and (b) the execution and delivery to the
Administrative Agent of such other guaranty and security documents as may
be reasonably required by the Administrative Agent. Upon such execution,
delivery and consent such Subsidiary shall for all purposes be a party
hereto as a Borrower as fully as if it had executed and delivered this
Agreement. So long as the principal of and interest on any Loans made to
any Borrower that is a Subsidiary under this Agreement shall have been
repaid or paid in full and all other obligations of such Borrower under
this Agreement shall have been fully performed, the Company may, by not
less than five Business Days' prior notice to the Administrative Agent
(which shall promptly notify the Lenders thereof), terminate such
Subsidiary's status as a "Borrower".

        14.20 Treatment of Pre-Petition ESOP Loans. The Company hereby
assumes liability for all obligations requiring the payment of money by the
Trust with the Bank of New York for Retirement Savings Plan for Employees
of Tokheim Corporation and Subsidiaries (the "Trust") under (i) the Loan
and Guarantee Agreement dated as of July 10, 1989, as amended, among the
Company, The Trust with Fort Wayne National Bank (successor to Norwest Bank
Fort Wayne, N.A. f/k/a Lincoln National Bank and Trust Company) for
Retirement Savings Plan for Employees of Tokheim Corporation and
Subsidiaries and NBD Bank, N.A., as agent for the lenders party thereto (as
amended, the "Lincoln ESOP Loan Agreement") and (ii) the Loan and Guarantee
Agreement dated as of July 10, 1989, as amended, among the Company, The
Trust with Fort Wayne National Bank (successor to Summit Bank) for
Retirement Savings Plan for Employees of Tokheim Corporation and
Subsidiaries and NBD Bank, N.A., as agent for the lenders party thereto (as
amended, the "Summit ESOP Loan Agreement" and, collectively with the
Lincoln ESOP Loan Agreement, the "ESOP Loan Agreements") and hereby agrees
to pay and perform all obligations of the Trust under the ESOP Loan
Agreements, provided that the Trust shall not be relieved of its
obligations under the ESOP Loan Agreements but shall owe its obligations
thereunder to the Company, as the successor lender, rather than NBD Bank,
N.A. The Company's obligations under this Section are included in the
Existing Secured Lender Claims, but as primary obligations of the Company
and not as matured claims with respect to the Company's guaranty
obligations of the Trust under the ESOP Loan Agreements. Because these
obligations are included in the Existing Secured Lender Claims, they are
subject to the treatment set forth in Sections 2.1.2, 2.1.3 and 2.1.4 and
shall be converted into Loans on Plan Effectiveness. The Company agrees
that the ESOP Loan Agreements shall be revised with the Trust as aforesaid
on Plan Effectiveness and the Lenders party to the ESOP Loan Agreements
agree that the Trust shall upon Plan Effectiveness be released from any
further obligation to the Lenders thereunder and that its sole obligations
thereunder shall be to the Company. The Company represents and warrants
that such revision (i) shall not cause any "Leveraged Shares" (as defined
in the ESOP) to be released from any "Company Suspense Account" (as defined
in the ESOP) and (ii) does not violate any applicable law (including
ERISA).

        14.21 Treatment of Certain Borrowing Subsidiaries under the
Pre-Petition Credit Agreement. For purposes of greater certainty, it is
hereby acknowledged and agreed that the status of Tokheim UK Limited,
Tokheim Services France, S.A., Tokheim Sofitam S.A. and Tokheim Sofitam
Applications S.A. (collectively, the "Former Foreign Borrowing
Subsidiaries") as "Borrowing Subsidiaries" under the Pre-Petition Credit
Agreement has been terminated and that none of the Former Foreign Borrowing
Subsidiaries has any remaining obligations of any kind under the Pre-
Petition Credit Agreement or any other Pre-Petition Loan Document, other
than indemnification obligation that by their terms survive the termination
of such documents. The Administrative Agent agrees to execute and deliver
such other documents as may be reasonably necessary to effect this Section.

        SECTION 15 GUARANTY.

        15.1 The Guaranty. The Company hereby unconditionally and
irrevocably guarantees (as primary obligor and not merely as surety) to the
Lenders and the Administrative Agent, and to each of them, the due and
punctual payment, observance and performance of all of the Guaranteed
Obligations when and as due, whether at maturity, by acceleration,
mandatory prepayment or otherwise, according to the terms hereof and
thereof, and the Company hereby unconditionally and irrevocably agrees to
cause payment or performance of the Guaranteed Obligations to be made
punctually as and when the same shall become due upon demand. This Guaranty
shall be of payment and performance and not of collection merely.

        15.2 Guaranty Unconditional. The obligations of the Company under
this Section 15 shall be continuing, unconditional and absolute and,
without limiting the generality of the foregoing, shall not be released,
discharged or otherwise affected by:

               (a) any extension, renewal, settlement, compromise, waiver
or release in respect of any Guaranteed Obligation, by operation of law or
otherwise;

               (b) any modification or amendment of or supplement to any
Loan Document;

               (c) any modification, amendment, waiver, release,
non-perfection or invalidity of any direct or indirect security, or of any
Suretyship Liability or other liability of any third party, for any
Guaranteed Obligation;

               (d) any change in the corporate existence, structure or
ownership of any Subsidiary that is a Borrower or any other Loan Party, or
any insolvency, bankruptcy, reorganization or other similar proceeding
affecting any Subsidiary that is a Borrower or any other Loan Party or its
assets or any resulting release or discharge of any Guaranteed Obligation;

               (e) the existence of any claim, setoff or other right which
the Company may have at any time against any Subsidiary that is a Borrower,
the Administrative Agent, any Lender or any other Person, whether or not
arising in connection with the Loan Documents;

               (f) any invalidity or unenforceability relating to or
against any Subsidiary that is a Borrower or any other Loan Party for any
reason of the whole or any provision of any Loan Document, or any provision
of applicable law purporting to prohibit the payment or performance by any
Subsidiary that is a Borrower of the Guaranteed Obligations; or

               (g) any other act or omission of any kind to act or delay by
any Subsidiary that is a Borrower, any other Loan Party, the Administrative
Agent, any Lender or any other Person or any other circumstance whatsoever
that might, but for the provisions of this Section 15.2, constitute a legal
or equitable discharge of the obligations of the Company under this Section
15.

        15.3 Discharge Only Upon Payment in Full; Reinstatement in Certain
Circumstances. The Company's obligations under this Section 15 shall remain
in full force and effect until all of the Commitments shall have expired or
been terminated and all of the Guaranteed Obligations shall have been paid
in full in cash (other than in respect of contingent indemnification
obligations with respect to which the Administrative Agent and the Lenders
have not asserted a claim against the Loan Parties). If at any time all or
any part of any payment previously applied to any Guaranteed Obligation is
rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of any Subsidiary that is a Borrower or
otherwise, the obligations of the Company under this Section 15 with
respect to such payment shall be reinstated at such time as though such
payment had become due but not been made at such time.

        15.4 Waiver. The Company irrevocably waives acceptance hereof,
presentment, demand, protest and any notice not provided for herein, as
well as any requirement that at any time any action be taken by any Person
against any Subsidiary that is a Borrower or any other Person or any
Collateral. The Company hereby expressly waives: (a) notice of the
acceptance by the Administrative Agent or any Lender of this Section 15 and
(b) notice of the existence or creation or nonpayment of all or any of the
Guaranteed Obligations.

        15.5 Stay of Acceleration. If acceleration of the time for payment
of any amount payable by any Borrower that is a Subsidiary under any Loan
Document is stayed upon the insolvency, bankruptcy or reorganization of
such Borrower, all such amounts otherwise subject to acceleration under the
terms of the Loan Documents shall nonetheless be payable by the Company
hereunder forthwith on demand by the Administrative Agent.

Delivered as of the day and year first above written.

                                            TOKHEIM CORPORATION


                                            By_______________________________

                                            Title____________________________


                                            By_______________________________

                                            Title____________________________


                                            GASBOY INTERNATIONAL, INC.


                                            By_______________________________

                                            Title____________________________


                                            TOKHEIM INVESTMENT CORP.


                                            By_______________________________

                                            Title____________________________


                                            MANAGEMENT SOLUTIONS, INC.


                                            By_______________________________

                                            Title____________________________



                                            SUNBELT HOSE & PETROLEUM EQUIPMENT
                                               INC.


                                            By_______________________________

                                            Title____________________________


                                            TOKHEIM SERVICES LLC


                                            By_______________________________

                                            Title____________________________


                                            TOKHEIM RPS, LLC


                                            By_______________________________

                                            Title____________________________


LENDERS:                                    ABN AMRO BANK N.V., as
                                            Administrative Agent, as
                                            Issuing Lender and as a Lender


                                            By ______________________________

                                            Title____________________________


                                            By_______________________________

                                            Title____________________________


                                            AMSOUTH BANK, as Documentation
                                            Agent and as a Lender


                                            By ______________________________

                                            Title____________________________


                                            BANK ONE, INDIANA, NATIONAL
                                            ASSOCIATION, as a Lender


                                            By______________________________

                                            Title___________________________


                                            CREDIT LYONNAIS NEW YORK BRANCH,
                                            as a Lender


                                            By ______________________________

                                            Title____________________________


                                            CREDIT AGRICOLE INDOSUEZ, as a
                                            Lender


                                            By______________________________

                                            Title___________________________


                                            By______________________________

                                            Title___________________________


                                            BEAR, STEARNS & CO., INC., as a
                                            Lender


                                            By______________________________

                                            Title___________________________


                                            BANKERS TRUST COMPANY, as a Lender


                                            By______________________________

                                            Title___________________________


                                            SENIOR DEBT PORTFOLIO, as a Lender

                                            By: Boston Management and Research,
                                                as Investment Advisor


                                            By ______________________________

                                            Title____________________________


                                            EATON VANCE SENIOR INCOME TRUST,
                                            as a Lender

                                            By: Eaton Vance Management, as
                                                Investment Advisor


                                            By______________________________

                                            Title____________________________



                                            OXFORD STRATEGIC INCOME FUND, as
                                            a Lender

                                            By: Eaton Vance Management, as
                                                Investment Advisor

                                            By______________________________

                                            Title___________________________


                                            EATON VANCE INSTITUTIONAL SENIOR
                                            LOAN FUND, as a Lender

                                            By: Eaton Vance Management, as
                                                Investment Advisor

                                            By______________________________

                                            Title___________________________




                                [RESERVED - NO SIGNATURE ON THIS PAGE]




                                            CREDIT INDUSTRIEL ET COMMERCIAL,
                                            as a Lender


                                            By______________________________

                                            Title___________________________


                                            By______________________________

                                            Title____________________________


                                            FINOVA CAPITAL CORPORATION, as
                                            a Lender


                                            By______________________________

                                            Title____________________________


                                            BANK POLSKA KASA OPIEKI S.A.,
                                            NEW YORK BRANCH, as a Lender


                                            By______________________________

                                            Title____________________________


                                            OCTAGON INVESTMENT PARTNERS II, LLC,
                                            as a Lender


                                            By______________________________

                                            Title____________________________


                                            OAKTREE CAPITAL MANAGEMENT, LLC,
                                            as a Lender


                                            By______________________________

                                            Title___________________________


                                            ARES LEVERAGED INVESTMENT FUND II,
                                            L.P., as a Lender

                                            By: ARES Management II, L.P., its
                                                General Partner


                                            By______________________________

                                            Title____________________________


                                            WHIPPOORWILL/TOKHEIM OBLIGATIONS
                                            TRUST-2000, as a Lender

                                            By: Whippoorwill Associates,
                                                Incorporated, as its investment
                                                representative and advisor


                                            By______________________________

                                            Title____________________________


                                            BARCLAYS BANK PLC, as a Lender


                                            By______________________________

                                            Title___________________________